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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-K

<TABLE>
<C>        <S>
   /X/     Annual report pursuant to Section 13 or 15(d) of the
           Securities Exchange Act of 1934 for the fiscal year ended
           December 31, 1999.
</TABLE>

                                       or

<TABLE>
<C>        <S>
   / /     Transition report pursuant to Section 13 or 15(d) of the
           Securities Exchange Act of 1934 for the transition period
           from to
</TABLE>

                       COMMISSION FILE NUMBER: 333-52534

                            ------------------------

                          GLOBAL HEALTH SCIENCES, INC.
                SEE PAGE 2 FOR A LIST OF ADDITIONAL REGISTRANTS

<TABLE>
<S>                                            <C>
                 CALIFORNIA                                     95-3267801
</TABLE>

             987 NORTH ENTERPRISE STREET, ORANGE, CALIFORNIA 92867
                                 (714) 633-2320

       Securities registered pursuant to Section 12(b) of the Act: None.

    Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/  No / /

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

    At March 15, 2000 the aggregate market value of the voting stock held by
non-affiliates of the registrant was $0. For purposes of this information, the
outstanding shares of common stock owned by directors and executive officers of
the registrant were deemed to be shares of Common Stock held by affiliates.

    On March 15, 2000 the registrant had outstanding 495,148 shares of common
stock, par value $0.01 per share, which is the registrant's only class of common
stock.

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<PAGE>
                             ADDITIONAL REGISTRANTS

<TABLE>
<CAPTION>
                                                                              COMMISSION       ADDRESS, INCLUDING
                                                                              FILE NO./           ZIP CODE AND
    EXACT NAME OF        STATE OR OTHER                  PRIMARY STANDARD        IRS            TELEPHONE NUMBER
    REGISTRANT AS       JURISDICTION OF      NO. OF         INDUSTRIAL         EMPLOYER           AREA CODE OF
   SPECIFIED IN ITS     INCORPORATION OR     SHARES       CLASSIFICATION    IDENTIFICATION   REGISTRANT'S PRINCIPAL
       CHARTER            ORGANIZATION     OUTSTANDING       CODE NO.           NUMBER         EXECUTIVE OFFICER
----------------------  ----------------   -----------   ----------------   --------------   ----------------------
<S>                     <C>                <C>           <C>                <C>              <C>
Global Health Sub,                                                                           987 N. Enterprise St.
Inc...................  California             100             2833         33-0801650       Orange, CA 92867
                                                                                             (714) 633-2320

Raven Industries,                                                                            987 N. Enterprise St.
Inc...................  California             100             2833         33-0042849       Orange, CA 92867
                                                                                             (714) 633-2320

West Coast Sales                                                                             987 N. Enterprise St.
Inc...................  California             100             2833         33-0554820       Orange, CA 92867
                                                                                             (714) 633-2320

Dynamic Products,                                                                            987 N. Enterprise St.
Inc...................  California             100             2833         33-023847        Orange, CA 92867
                                                                                             (714) 633-2320

D&F Industries,                                                                              987 N. Enterprise St.
Inc...................  California             100             2833         33-0801652       Orange, CA 92867
                                                                                             (714) 633-2320
</TABLE>

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

OVERVIEW

    Global Health Sciences, Inc. ("Global Health" or the "Company") is one of
the world's leading developers and custom manufacturers of dietary and
nutritional supplements. The Company develops and manufactures vitamins,
minerals, herbs, teas and other supplements in tablet, capsule and powder form
in a variety of shapes, sizes, colors, flavors and textures designed to meet its
customers' specifications. The Company supplies specialty products for branded
distributors, branded retailers, television marketing companies and network
marketing organizations who then distribute these products around the world. The
Company controls the entire development process for the vast majority of its
products from the initial market identification stage through formulation,
manufacturing, label design and distribution to its customers. The Company
believes that it has distinguished itself during its more than 20 years in the
industry through its ability to develop products in anticipation of market
trends, its superior customer service and its ability to produce a large variety
of high quality products.

    The Company's products are sold to over 75 customers, including Herbalife
International, Inc. ("Herbalife"), Natural Supplement Association, Inc. d/b/a
Experimental and Applied Sciences ("EAS") and Metagenics, Inc. ("Metagenics"),
who then distribute these products in over 35 countries. For the fiscal year
ended December 31, 1999, sales to Herbalife represented approximately 57% of the
Company's total sales and sales to EAS represented approximately 23% of the
Company's business. Since 1995, sales to non-Herbalife customers have grown from
$14.8 million to $107 million in 1999. See "Business-Sales and Distribution."

PRODUCTS

    The Company manufactures on demand and on a large scale to its customers'
specifications a highly diversified array of products in tablet, capsule, powder
and liquid form. The Company's products may be divided in the following manner:
herbal products; weight control; sports and performance nutrition; and special
products.

    HERBAL PRODUCTS.  Herbal products may be subdivided into herbal supplements
and herbal teas.

    HERBAL SUPPLEMENTS.  The Company's herbal supplements are sold to a number
of the Company's customers and are intended to address certain physiological
conditions such as bone and joint function, aging, visual acuity and prostate
health. The Company's herbal supplements are sold primarily in the form of
tablets and capsules. The Company also sells a number of aloe-based products
primarily liquids and gels. The production of all liquid and gel products is
subcontracted to other manufacturers. Common herbs used in the Company's
formulations include St. John's wort, ginkgo biloba, echinacea, saw palmetto,
garlic, schizandra berry extract, valerian root, kava kava, ginseng and lutein.

    HERBAL TEAS.  The Company manufactures herbal teas in a variety of flavors
and with a number of different ingredients, including black (pekoe) or green
tea, ginseng, guarana and other herbs for toning and cleansing, such as
cardamon. These products are packaged primarily in jars.

    WEIGHT CONTROL.  The Company's weight control products consist primarily of
meal-replacement powders and various other dietary supplements designed to
satisfy certain nutritional needs and to aid in appetite and weight control. The
Company's weight control products provide a natural alternative for consumers
who demand all-natural products in their dietary weight control regimen. Weight
control products are sold primarily to Herbalife as well as to a number of other
customers. The meal-replacement powders come in different flavors and combine
any of various proteins, vitamins and minerals, polyunsaturated fats,
carbohydrates, dietary fibers and herbs. Weight control products are also sold
in the form of tablets and capsules and contain a variety of herbs, amino acids,
natural fibers and

                                       3
<PAGE>
nutrients. Many of the Company's products are bundled together as part of a full
weight control program.

    SPORTS AND PERFORMANCE NUTRITION.  These products are formulated for and
targeted to athletes, body builders and others who desire to improve their
physical performance, physique, mental alertness and general well-being in
conjunction with a fitness program. The products are sold to customers such as
EAS and Bally's Total Fitness and consist of a variety of high protein powders,
including those combined with carbohydrates and proper fats and/or enhanced with
creatine or hydroxy methyl butyrate. Sports and performance nutrition products
also include powders high in carbohydrates for rehydration, weight gain and
quick energy, as well as tablets containing ginseng and other ingredients.

    SPECIAL PRODUCTS.  The Company's special products represent a broad range of
products and may be subdivided into the following categories:

    VITAMINS, MINERALS AND AMINO ACIDS.  The Company manufactures and sells to a
majority of its customers a number of vitamins, minerals and amino acids
primarily in tablet and capsule form. The most common of such products is the
Company's multivitamins/minerals, which provide a range of essential vitamins
and minerals. The Company also manufactures natural multivitamins, such as
water-soluble B-complex and various vitamin C sources, and multiminerals
containing minerals such as calcium, magnesium, potassium, zinc, chromium and
various trace minerals. The Company's amino acid products come in tablets,
capsules and powders and consist of amino acids such as tyrosine, lysine and
arginine and combinations thereof, and peptide specific peptidase, which is
taken to increase the utilization of certain amino acids.

    COMBINATION PRODUCTS. A distinguishing characteristic of the Company is its
ability to develop innovative products by adding herbs to various other
ingredients to create products that combine the benefits of vitamins, minerals
and herbal supplements. This practice allows the Company to meet a wide range of
customer needs. The Company sells these combination products to a majority of
its customers. These products generally come in tablets and capsules and
represent a growing portion of the Company's sales.

    OTHER PRODUCTS.  The Company manufactures other products in order to meet
the specific requirements of certain customers including pet products and
products intended to aid in the treatment of poisonings. These products
currently account for a small but growing percentage of the Company's sales. The
Company also manufactures over-the-counter ("OTC") drugs and pet products in
solid and powder form. The Company subcontracts to other manufacturers the
production of its liquid, ointment and gel products, including aloe drinks, acne
and arthritis creams, herbal shampoos and fish oil capsules.

PRODUCT DEVELOPMENT

    The Company continually monitors new and developing health and nutrition
trends to anticipate its customers' needs and to introduce new products and
reformulate existing ones. The Company's ability to design, develop and
manufacture new products has enabled it to be a "one-stop shop" for most of its
customers, alleviating the necessity of current and potential customers to seek
out multiple manufacturers to fulfill product needs. This approach also creates
a synergy between the Company and its customers in the development and
enhancement of a customer's products or product lines.

    The Company will often begin its development process by identifying target
groups with certain physiological needs (E.G., weight control or prostate
health) and then develop a dietary supplement product to respond to these needs.
The Company may also develop a product based on a newly discovered or unique raw
material or on a new application of an existing raw material. After either
identifying a target group or a new raw material, the Company will then develop
a product in its pilot laboratory. The Company refines the new product in the
pilot laboratory to ensure that it contains the

                                       4
<PAGE>
proper mix of ingredients to respond to the physiological problem for which it
has been designed or that it makes proper use of the new raw material. Part of
the process is to establish that the new product can be manufactured on a large
scale, in an economical and efficient manner and with satisfactory size, shape,
color, solubility and shelf life. After developing the product, the Company will
present the product to an appropriate customer who will, if interested, enter
into an agreement with the Company to distribute the new product in return for
the obligation to purchase the new product exclusively from the Company.

    Another method of product development is the formulation of new or modified
products in response to a customer's request. Customers will often approach the
Company to request a product containing particular ingredients or designed for a
specific condition. The product development team will then develop such a
product for that customer that meets its particular specifications using the
development techniques discussed above.

    The Company's seven-member product development team, led by Mr. Richard D.
Marconi, Chairman of the Board and President of the Company, includes a former
NASA scientist who assisted in the development of a nutrition program for early
space flights and a former member of the USDA's Human Nutrition Institute. The
team is responsible for new product formulations, herbal and nutritional
ingredient use and formulation safety. The Company maintains an extensive
collection of literature on herbal remedies and products and keeps abreast of
new developments by reviewing a wide variety of scientific and medical journals
and attending industry, the U.S. Food and Drug Administration (the "FDA"),
United States Pharmacopoeia Convention, Inc. ("USP") and other scientific
seminars and conferences. The Company also maintains consulting arrangements
with a number of respected scientists and other experts, some of whom
participated in the drafting and passage of the Dietary Supplement Health and
Education Act of 1994 ("DSHEA"). These scientists and other experts are also
consulted periodically in order to identify new health trends prior to and
during the development of new products.

MANUFACTURING AND PRODUCT QUALITY

    The Company believes that it has distinguished itself within the dietary and
nutritional supplement industry through consistently manufacturing high quality
products. All of the Company's products are manufactured and packaged at
facilities located in Orange County, California, all of which are located within
a ten-mile radius.

    In June 1999, the Company consolidated at a single facility of 286,000
square feet a total of four locations which previously occupied 155,000 square
feet. The consolidation reduced the Company's total number of facilities from
eight to five. In connection with the move the Company substantially increased
its capacity for the manufacturing and packaging of meal replacement and protein
powders and teas.   The powder manufacturing and packaging area in the new
facility contains blending equipment consisting of five dual head can-filling
lines, two dual head small bottle-filling lines and twelve automatic packet
lines. Raw materials for the Company's products are received and prepared for
blending in this facility, which also contains resources for the shipment of
finished products to customers. In addition, this facility houses the tablet
packaging area, which has increased capacity to eight packaging lines.

    Equipment at the Company's separate 72,000 square foot tablet and capsule
facility includes high-speed tablet presses, encapsulating machines, large
capacity blenders, a large hammer mill, miscellaneous mills and oscillators and
various coating machines and pans. The tablet and capsule facility also contains
production offices and warehousing and receiving departments.

    The facilities include a 12,000 square foot facility that contains the
Company's granulation plant and administrative offices. Equipment at the
granulation plant includes wall ovens, fluid bed dryers and wet granulators.

                                       5
<PAGE>
    American Ingredients, Inc. ("American") occupies a 37,800 square foot
facility for its manufacturing and warehouse activities. This facility also
serves as the corporate office for American.

    The Company's manufacturing facilities are capable of producing over
700 million capsules and tablets and over six million pounds of blended powder
per month. The powder business is capable of filling on a monthly basis
approximately 2.7 million cans and large bottles, approximately 1.5 million
small bottles and approximately 10.0 million packets. The Company custom
manufactures all of its products to meet its customers' specifications and, as a
result, maintains a very low finished goods inventory. The Company normally
operates two work shifts, but has the capability to run three, if necessary, to
meet its customers' needs.

    The Company's flexible manufacturing lines enable it to service its
equipment without materially interrupting production by shifting output among
various lines. Equipment servicing is generally completed in-house by employees
of the Company. The Company has also designed modifications to its equipment to
produce better quality products.

    The Company purchases its raw materials from several foreign and domestic
third-party suppliers, two of which accounted for more than 10% of the Company's
total purchases in 1999. Several of these raw materials are harvested on a
seasonal basis. The Company's raw material needs are readily available from
multiple suppliers and the Company is not dependent on any single supplier.

    The Company maintains a quality control department at each production
facility, led by individuals with backgrounds in pharmacology and nutrition.
Each product undergoes comprehensive quality control testing procedures in the
Company's on-site quality control laboratories from the receipt of all incoming
raw materials through the distribution of the finished product. Each laboratory
contains equipment such as computerized liquid chromatographs, automatic
spectrometers, dissolutioned testers and disintegration testers and each
laboratory has complete microbiological testing capabilities. Incoming raw
materials are subjected to numerous testing procedures, including liquid
chromatography and infrared spectrophotometry, to ensure that the product is
unadulterated and labeled correctly. Moreover, in order to easily identify the
origin of the ingredients contained in its products and ensure traceability, the
Company tracks each ingredient by assigning it a commodity number and lot
number. Tablet products are frequently tested during the manufacturing process
for friability, thickness, hardness and weight. In addition, periodically
throughout production, quality control personnel will take samples to perform
product assays. After a product is manufactured, it is subjected to stability,
dissolution and potency tests. The Company's powder products are tested and
sampled in the laboratory for proper mix and "taste and mouth-feel" to ensure
correct color and consistency.

SALES AND DISTRIBUTION

    The Company's products are sold to over 75 customers who distribute them
throughout the United States, Europe and Asia. Herbalife, which has been a
customer of the Company since its formation in 1980, is the Company's largest
customer. Products manufactured for Herbalife are specially formulated and
packaged only for Herbalife's distribution channel and are not available through
retailers. Sales to Herbalife represented 57%, 61%, and 76% of the Company's
total sales in 1999, 1998, and 1997, respectively. Additionally, sales to EAS
represented approximately 23%, 27% and 12% of the Company's sales in 1999, 1998
and 1997, respectively. Since 1995, sales to non-Herbalife customers have grown
from $14.8 million to $106.9 million in 1999. The Company intends to expand its
presence in the health food/retail market through such customers as EAS, in the
growing direct television market through such customers as The Good Doctors, and
in direct sales to fitness centers through Bally's Total Fitness. In addition,
the Company plans to expand its sales in international markets by developing new
customers and by supplying the needs of its existing customers in the growing
markets of Europe, Latin America and Asia.

                                       6
<PAGE>
    In September 1997, D&F industries, Inc., a California corporation ("D&F"),
Raven Industries, Inc. d/b/a Omni-Pak Industries, a California corporation
("Omni-Pak"), and Dynamic Products, Inc., a California Corporation ("Dynamic"),
entered into separate three-year agreements with Herbalife replacing their
previous agreements. Pursuant to these agreements, Herbalife is required to
purchase from each of D&F, Omni-Pak and Dynamic, respectively, any combination
of products in an aggregate dollar amount equal to at least the sum of (i) 80%
of the aggregate dollar amount of all purchases made by Herbalife of nutritional
supplement products manufactured by the Company and by another supplier in
accordance with a product formula developed by the Company and (ii) 40% of the
aggregate dollar amount of all purchases made by Herbalife of independent
nutritional supplement products manufactured by suppliers other than the
Company. The agreements cover all products currently manufactured for Herbalife
for distribution in the countries in which Herbalife currently distributes such
products. The prices for the products purchased by Herbalife are fixed, subject
to adjustment in the event of a variation (upwards or downwards) in excess of
five percent in the aggregate actual cost of the raw materials used to
manufacture the products supplied to Herbalife. The agreements also provide the
Company with a right of first refusal to become the primary manufacturing source
for Herbalife for certain new products developed by Herbalife for distribution
in the countries in which Herbalife distributes products currently manufactured
by the Company. Pursuant to the agreements, the Company transferred to Herbalife
those formulas owned by the Company for all products manufactured by the Company
exclusively for Herbalife at January 1998. In the event of a material breach of
the agreement by either party, the breaching party has 60 days to cure such
breach. If such breach is not cured within such period, the non-breaching party
can terminate each agreement with 60 days prior written notice. In addition,
Herbalife may terminate any agreement if the Company fails to meet certain
service level requirements or immediately following a change in control. A
change in control is triggered in the event that, among other things, without
the prior written consent of Herbalife, Mr. Marconi ceases to own more than 50%
of the capital stock of the Company or if Mr. Marconi is no longer an executive
officer of the Company and responsible for the day-to-day operations and
management of the Company.

COMPETITION

    The dietary and nutritional supplement industry is highly fragmented. The
industry includes (i) companies that produce products for specialty health and
natural food stores, (ii) companies that manufacture products for the mass
retail market and (iii) direct sales and mail order companies. There are
numerous dietary and nutritional supplement manufacturers of general products,
including Twin Laboratories, Inc., NBTY, Inc., Rexall Sundown, Inc. and Leiner
Health Products Group Inc., some of which are larger and have greater resources
than the Company.

EMPLOYEES

    At December 31, 1999, the Company employed 777 persons. Of these employees,
141 are in executive or administrative capacities with the remaining employees
in manufacturing, shipping and packaging positions. None of the Company's
employees are represented by a labor union. The Company considers its
relationship with its employees to be good.

    At December 31, 1999, the Company also utilized 579 temporary employees.
These employees are supplied to the Company by a temporary agency that maintains
offices at the Company's manufacturing facilities. This enables the Company to
utilize temporary employees to adjust staffing levels on a daily basis in
response to fluctuations in demand or an unexpected increase in sales volume.

REGULATORY MATTERS

    The manufacturing, packaging, labeling, advertising, distribution and sale
of the Company's products are subject to regulation by one or more federal
agencies, including the FDA, the U.S.

                                       7
<PAGE>
Federal Trade Commission ("FTC") and the U.S. Environmental Protection Agency
("EPA"), and various agencies of the states, localities and foreign countries in
which the Company's products are sold. The FDA, pursuant to the Federal Food,
Drug and Cosmetic Act ["FFDC"], regulates the production, packaging, labeling
and distribution of dietary supplements, drugs and cosmetics. The FTC regulates
the advertising of such products.

    The FFDC was recently amended by the DSHEA. The DSHEA created a new
statutory framework governing the composition and labeling of dietary
supplements. Under the DSHEA, "dietary supplements" are defined as any product
(except tobacco) intended to supplement the diet that contains at least one of
the following dietary ingredients: (i) a vitamin, (ii) a mineral, (iii) an herb
or botanical, (iv) an amino acid, (v) other dietary ingredients for human use to
supplement the diet or (vi) concentrates, metabolites, extracts or combinations
of (i) through (v) above. Dietary ingredients meeting this definition are
excluded from regulation as a food additive.

    Under the DSHEA, dietary ingredients that were on the market in the United
States prior to October 15, 1994 may be sold without the FDA's pre-market
approval and without notifying the FDA. The marketing of a product containing a
new dietary ingredient (one not on the market prior to October 15, 1994)
requires that: (i) it has been used as an article of food without being
chemically altered or (ii) there is evidence of a history of use or other
evidence of safety establishing that it is reasonably expected to be safe and
such evidence is often supplied to the FDA at least 75 days before the initial
use of any new dietary ingredient. There can be no assurance that the FDA will
accept the evidence of prior use or safety presented for any new dietary
ingredient that the Company may decide to use in the future and the FDA's
refusal to accept any such evidence could result in a determination that either
the product is adulterated or the product must be regulated as a food additive,
which requires FDA approval prior to marketing. Under the DSHEA, the burden of
proving the safety of the dietary supplement is shifted from the manufacturers
to the FDA. The FDA may object only if a product or ingredient presents a
"significant and unreasonable risk of illness or injury" or poses an imminent
safety hazard.

    The DSHEA provides for specific nutrition labeling requirements for dietary
supplements. The DSHEA permits the manufacturer of a dietary supplement to make
substantiated, truthful and non-misleading "statements of nutritional support"
with respect to the product, including an accurate description of how a nutrient
affects the structure or function of the human body and a general description of
well-being resulting from consumption of a dietary ingredient. The claim must be
accompanied by a disclaimer stating that the product has not been evaluated by
the FDA. There can be no assurance that the FDA will not determine that a given
statement of nutritional support is not adequately substantiated, or is an
unapproved drug claim rather than a statement of nutritional support. Either
determination may entail costly and time-consuming clinical studies and may
entail the deletion or modification of such statement. The FDA has finalized
certain regulations to implement the labeling provisions of the DSHEA. Further
FDA regulations may be proposed by the FDA in response to a report issued in
November 1997 by the Commission on Dietary Supplement Labels which was
established to provide recommendations on labeling claims for dietary
supplements.

    The Company exercises significant control over the labeling of its
customers' nutritional and dietary supplement products. The Company designs the
"Nutrition Facts" box required by the NLEA for its powdered products. The
Company performs some review of the proposed structure/function claims made on
the labels of the dietary supplement products for compliance with the DSHEA.
Submission of these claims as required by the FFDC is the obligation of the
Company's customers, but the Company does submit to the FDA labels for many of
the dietary supplements that contain structure/function claims. Maintaining the
substantiation for such claims as required under the FFDC is the obligation of
the Company's customers. Similarly, the Company's customers are responsible for
making the required submissions to the FDA for any new dietary ingredients.

                                       8
<PAGE>
    A number of the products sold by the Company, including some protein powders
and any products labeled for meal replacement, are conventional foods as opposed
to dietary supplements. The NLEA dictates the labeling claims permissible for
such products, which are more limited in scope than those for dietary
supplements. Some of the Company's products will require label revisions to
comply.

    The DSHEA also allows the dissemination of third party literature to promote
the sale of dietary supplements to consumers at retail or by mail order. Such
literature, if distributed, must (i) not be false or misleading; (ii) not
promote a particular manufacturer or brand; (iii) present a balanced view of the
available information; and (iv) be physically separated from supplement products
if displayed in a store.

    The DSHEA authorizes the FDA to promulgate GMPs with respect to the
manufacture of dietary supplements, to be modeled after the current GMPs
applicable to food products. On February 6, 1997, the FDA published an advance
notice of proposed rulemaking ("ANPR") in which it requested public comment
concerning whether to adopt GMP regulations for dietary supplements. The ANPR
reprinted and requested comments on a draft regulatory framework prepared by the
dietary supplement industry addressing the appropriate scope and content for
dietary supplement GMP regulations. The comment period for this ANPR closed on
May 7, 1997. The Company cannot predict in what form such regulations, if
adopted, would be enacted. As with any new regulations, if adopted, the Company
will take all necessary steps to attempt to comply with such new regulations.

    On September 23, 1997, the FDA issued final regulations reiterating the
FDA's position that dietary supplements must maintain 100% of the declared value
of added vitamins and minerals for the entire shelf life of the product. As with
any new regulations, the Company will take all necessary steps to attempt to
comply with such new regulations. During the past ten years, the Company has
received four Form 483 notices following customary FDA inspections. These
notices cited numerous GMP deficiencies including those relating to product
labeling, product validation and testing, equipment and facility cleanliness and
maintenance, personnel training, and recordkeeping. The FDA also previously
issued two Warning Letters to the Company stating that products manufactured by
the Company were adulterated because they were not manufactured in accordance
with GMPs.

    The NLEA prohibits the use of any health claim describing the relationship
between a nutrient and a disease or health-related condition for foods,
including dietary supplements, unless the claim is supported by significant
scientific agreement and is approved by the FDA by regulation. Regulations
promulgated by the FDA to date allow the use of health claims for dietary
supplements only in connection with osteoporosis and the use of folic acid for
neural tube defects. The NLEA also prohibits the use of most nutrient content
descriptors ("high" or "low") unless the specific descriptor complies with the
FDA regulations governing nutrient content claims. Under the recently enacted
Food and Drug Administration Modernization Act of 1997, both health claims and
nutrient claims are permitted to be made on the basis of authoritative
statements of governmental bodies other than the FDA, so long as the FDA is
notified of the claim and the authoritative statement and is presented with a
balanced representation of the scientific literature concerning such claim.

    Certain of the Company's products are regulated as pet foods. The claims
permitted by the FFDC for such products are more limited than those for human
foods or dietary supplements, and such products are not included within the
purview of the NLEA or the DSHEA. A company marketing such products must
register its labels with state authorities. Other products sold by the Company
are OTC drugs or veterinary drugs. The Company must register with the FDA and
the State of California, provide drug listings annually and comply with current
GMP requirements in the manufacture and record keeping relating to these
products. To the extent that certain of the Company's products are sold with
drug claims on their labels, those products would require inclusion as OTC
drugs. The Company will be required to relabel and register some of its products
accordingly. The Company also sells products regulated by the FDA as cosmetics,
which must meet specified labeling requirements and minimum safety standards.

                                       9
<PAGE>
    The Company is also subject to regulation under various foreign, state and
local laws that include provisions regulating, among other things, the marketing
of dietary supplements and the operations of direct sales programs.

    The Company may be subject to additional laws or regulations administered by
the FDA or other federal, state or foreign regulatory authorities, the repeal of
laws or regulations favorable to the industry (such as the DSHEA), or more
stringent interpretations of current laws or regulations. The FTC, for example,
has actively investigated the dietary and nutritional supplement industry in the
past few years, and certain of the Company's customers have signed consent
orders which could, in the future, affect the volume of product that the
customers will order from the Company. The Company cannot determine what effect
future laws, regulations, guidance or policy of the FDA, when and if
promulgated, will have on its business in the future. Such regulations may,
however, among other things, require changes in manufacturing, expanded or
different labeling for the Company's dietary and nutritional supplements,
require the recall, reformulation, or discontinuance of certain products, or
require scientific substantiation regarding ingredients, product claims or
safety.

    The USP is a non-governmental, voluntary standard-setting organization. Its
drug standards are incorporated by reference into the FFDC as the standards that
must be met for the listed drugs, unless compliance with those standards is
specifically disclaimed. USP standards exist for most prescription and
non-prescription pharmaceuticals.

    The USP began adopting standards for vitamin and mineral dietary supplements
in 1994. These standards cover composition (nutrient ingredient potency and
combinations), disintegration, dissolution, manufacturing practices and testing
requirements. These standards are codified in the USP Monographs and the USP
Manufacturing Practices. In 1995, USP compliance included the standards for
disintegration and dissolution. While USP standards for vitamins are voluntary,
and not incorporated into federal law, customers of the Company may demand that
products they are supplied meet these standards. Inaccurate label claims of
compliance with the USP may expose a company to FDA scrutiny for such claims. In
addition, the FDA may in the future require compliance, or such a requirement
may be included in new dietary supplement legislation. All of the Company's
vitamin products (excluding certain dietary supplements products for which no
USP standards have been adopted) are formulated to comply with existing USP
standards.

    Certain of the Company's products contain a Chinese herb known as "Ma
Huang," which contains naturally occurring ephedrine. The Company estimates that
these products accounted for approximately 2% of the Company's sales in the
fiscal year ended December 31, 1999. Ma Huang has been the subject of certain
adverse publicity in the United States and other countries relating to alleged
harmful or adverse effects, including the deaths of several individuals.

    On April 10, 1996, the FDA issued a statement warning consumers not to
purchase or consume dietary supplements containing ephedrine with labels
portraying the products as apparent alternatives to illegal street drugs. None
of the Company's products which contain Ma Huang are marketed for such purpose.
The FDA explained that the products portrayed as alternatives to illegal street
drugs pose significant health risks to consumers-dizziness, headache,
gastrointestinal distress, irregular heartbeat, heart palpitations, heart
attack, strokes, seizures and death, and that the labels on such products claim
or imply that they produce such effects as euphoria, increased sexual
sensations, heightened awareness, increased energy and other effects. In
August 1996, the FDA sent warning letters to several companies marketing such
products as alternatives to street drugs, indicating that enforcement action
with respect to such products may be initiated.

    In August 1996, the FDA convened a Food Advisory Committee meeting to review
and make recommendations concerning the safety and appropriate labeling of
dietary supplements containing Ma Huang. The FDA, after considering the
differing views expressed at the Committee meeting, proposed regulations in June
of 1997 that would require reduced dosages coupled with strict manufacturing

                                       10
<PAGE>
standards, labeling restrictions and a prohibition against combining Ma Huang
with body building or weight loss products and with other central nervous system
stimulants such as caffeine. There can be no assurance that such regulations
will not prohibit either the sale of dietary supplements containing Ma Huang in
combination with any other ingredients or the sale of all dietary supplements
containing any Ma Huang. The promulgation of such regulations could require the
Company to reformulate and relabel substantially all of its Ma Huang products.
There can be no assurance as to the final form or content of any FDA regulations
concerning dietary supplements containing Ma Huang or as to the effect that any
attendant adverse publicity or resulting reformulation and relabeling of the
Company's products would have on the sale of such products.

    A number of foreign, state and local governmental entities limit ephedrine
levels and require appropriate warnings on product labels, regulate products
containing ephedrine as controlled substances or prohibit sales of products
which contain Ma Huang by individuals other than licensed pharmacists. There are
also federal, state and local proposals to broaden the regulation of, or
otherwise limit or prohibit, the sale of products containing ephedrine.

    The Company's products containing Ma Huang may become subject to further
federal, state, local or foreign laws or regulations, which could require the
Company to: (i) reformulate its products with reduced ephedrine levels or with a
substitute for Ma Huang and/or (ii) relabel its products with different warnings
or revised directions for use. Even in the absence of further laws or
regulations, the Company may elect to reformulate and/or relabel its products
which contain Ma Huang. While the Company believes that its Ma Huang products
could be reformulated and relabeled, there can be no assurance in that regard or
that reformulation and/or relabeling would not have a material adverse effect on
sales of such products.

ITEM 2. PROPERTIES.

    The Company leases the following facilities in Orange County, California:
(i) a newly improved and occupied 286,000 square foot powder production and
packaging facility; (ii) a 72,000 square foot tablet and capsule manufacturing
facility; (iii) a 12,000 square foot facility that includes a granulation plant
and administrative offices; (iv) a 39,000 square foot warehouse facility; and
(v) a 37,800 square foot facility for American's corporate offices and
warehousing. In addition, as a result of the consolidation of operations from
prior locations to the powder production facility, the Company has sublet two
other leased facilities and is in sublet negotiations on one other leased
facility.

    The Company's leases have remaining terms of three to ten years. In 1999,
the Company paid aggregate rent for its facilities of approximately
$2.5 million.

    The Company believes that its facilities and equipment are maintained in
good operating condition and are adequate for its current foreseeable future.

ITEM 3. LEGAL PROCEEDINGS.

    The Company is from time to time a party to lawsuits arising in the ordinary
course of its business. The Company believes that the ultimate resolution of
pending litigation will not materially and adversely affect the Company's
business, financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    Not applicable.

                                       11
<PAGE>
                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

    There is no established public trading market for the Common Stock, which is
the Company's only class of common equity. As of the date hereof, Mr. Richard D.
Marconi is the only holder of record of the Common Stock. See "Item 12. Security
Ownership of Certain Beneficial Owners and Management."

    Mr. Marconi has granted Mr. Buxbaum an option to acquire up to 20% of the
Common Stock currently owned by Mr. Marconi at the fair market value thereof on
April 23, 1998. This option will vest over a period of years, the term of which
has not yet been determined.

    Because the Company has elected S corporation status for federal and state
income tax purposes, taxable income is passed through to the Company's
shareholders. In 1997, 1998 and 1999 the Company distributed as a dividend to
its shareholders amounts sufficient for the shareholders to pay their required
taxes.

                                       12
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.

    The following table sets forth selected financial data for the Company and
D&F (the "Predecessor") as of and for each of the five years ended December 31,
1999 and is derived from audited financial statements of the Company and the
Predecessor. The information set forth below should be read in conjunction with
the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements, each of which is included
elsewhere herein.

<TABLE>
<CAPTION>
                                                 1995       1996       1997       1998       1999
                                               --------   --------   --------   --------   --------
                                                              (DOLLARS IN THOUSANDS)
<S>                                            <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
  Sales......................................  $52,164    $73,523    $85,191    $146,741   $246,941
  Cost of sales..............................   34,895     47,958     55,020     102,756    181,548
  Gross Profit...............................   17,269     25,565     30,171      43,985     65,393
  Selling, general and administrative
    expenses.................................    5,462      6,347      7,088      28,263     57,335
                                               -------    -------    -------    --------   --------
  Operating income...........................   11,807     19,218     23,083      15,722      8,058
  Interest income (expense), net.............       76         56         82     (17,842)   (30,744)
                                               -------    -------    -------    --------   --------
  Income (loss) before state income taxes....   11,883     19,274     23,165      (2,120)   (22,686)
  State income taxes (a).....................      137        280        350         203         64
                                               -------    -------    -------    --------   --------
  Net income (loss)..........................  $11,746    $18,994    $22,815    $ (2,323)  $(22,750)
                                               =======    =======    =======    ========   ========
BALANCE SHEET DATA
  Cash and cash equivalents..................  $ 4,474    $ 4,571    $ 3,768    $  7,987   $  6,400
  Working Capital............................    3,258      4,048      5,612     (16,542)   (19,434)
  Total assets...............................   11,949     13,670     16,736     202,743    202,877
  Total liabilities..........................      640        540        420     272,511    299,342
  Shareholders' equity (deficit).............    5,170      6,328      7,596     (69,768)   (96,465)
OTHER DATA
  EBITDA.....................................  $12,256    $19,722    $23,606    $ 32,661   $ 43,516
  EBITDA Margin..............................     23.5%      26.8%      27.7%       22.3%      17.6%
  Cash flows provided by (used in):
  Operating Activities.......................  $14,447    $18,905    $21,090    $ 12,726   $  9,459
  Investing Activities.......................     (420)      (871)      (226)   (173,246)   (14,599)
  Financing Activities.......................  (11,344)   (17,936)   (21,667)    164,739      3,553
  Capital expenditures.......................      420        871        226       2,705     14,099
  Dividends (a) (b)..........................  (11,214)   (17,836)   (21,547)    (14,114)    (3,947)
  Depreciation and amortization..............      449        504        523      15,891     35,522
</TABLE>

------------------------

Note: Amortization of loan fees are included in interest expense

                                       13
<PAGE>
                 SELECTED SUPPLEMENTAL COMBINED FINANCIAL DATA

    The following table sets forth the Company's selected consolidated financial
data as of and for the year ended December 31,1999 and selected historical
combined D&F and Omni-Pak and affiliates financial data ("Combined Financial
Data") as of and for each of the four years in the period ended December 31,
1998. The Combined Financial Data presents the combined group's historical
operating results which, in the opinion of management, provide a more meaningful
representation of the underlying business and cash flows. These entities were
combined on April 23, 1998 to form Global Health and, prior to such date, were
operated under common management and had a high degree of common ownership,
customers and financial and operating systems. The 1998 balance sheet data and
the 1999 statement of income and other data include American Ingredients, Inc.,
which were not included in prior periods. The information set forth below should
be read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the consolidated financial statements,
each of which is included elsewhere herein.

<TABLE>
<CAPTION>
                                               1995       1996       1997       1998       1999
                                             --------   --------   --------   --------   --------
                                                            (DOLLARS IN THOUSANDS)
<S>                                          <C>        <C>        <C>        <C>        <C>
STATEMENT OF INCOME DATA:
  Sales....................................  $85,264    $144,735   $182,385   $177,511   $246,941
  Cost of sales............................   55,382      94,758    117,733    123,766    181,548
                                             -------    --------   --------   --------   --------
  Gross Profit.............................   29,882      49,977     64,652     53,745     65,393
  Selling, general and administrative
    expenses...............................    8,246      11,203     13,019     30,175     57,335
                                             -------    --------   --------   --------   --------
  Operating income.........................   21,636      38,774     51,633     23,570      8,058
  Interest income (expense), net...........      144         162        279    (17,800)   (30,744)
                                             -------    --------   --------   --------   --------
  Income loss before state income taxes....   21,780      38,936     51,912      5,570    (22,686)
  State income taxes (a)...................      283         567        778        322         64
                                             -------    --------   --------   --------   --------
  Net income (loss) (a)....................  $21,497    $ 38,369   $ 51,134   $  5,448   $(22,750)
                                             =======    ========   ========   ========   ========
BALANCE SHEET DATA
  Cash and cash equivalents................  $ 8,155    $  7,079   $  8,957   $  7,987   $  6,400
  Working Capital..........................    6,601       6,901     12,032    (16,542)   (19,434)
  Total assets.............................   21,047      23,783     31,505    202,743    202,877
  Total liabilities........................      640         540        420    272,511    299,342
  Shareholders' equity (deficit)...........    9,789      11,498     16,643    (69,768)   (96,465)
OTHER DATA
  EBITDA (b)...............................  $22,363    $ 39,676   $ 52,669   $ 42,693   $ 43,516
  EBITDA Margin (b)........................     26.2%       27.4%      28.9%      24.1%      17.6%
  Cash flows provided by:
  Operating activities.....................  $25,814    $ 37,995   $ 49,037   $ 23,971   $  9,459
  Investing activities.....................     (786)     (2,311)    (1,050)  (173,246)   (14,599)
  Financing activities.....................  (20,939)    (36,760)   (46,109)   150,946      3,553
  Capital expenditures.....................      786       2,311      1,050      2,283     14,099
  Dividends (a) (b)........................  (20,808)    (36,660)   (45,989)   (27,931)    (3,947)
  Depreciation and amortization............      727         902      1,036     19,123     35.522
</TABLE>

------------------------

(a) The Company has elected S corporation status for federal and state income
    tax purposes, and other than a 1.5% state tax, taxable income is passed
    through to the Company's shareholder. The Company has historically
    distributed as a dividend to its shareholders amounts sufficient for the
    shareholders to pay their required taxes.

                                       14
<PAGE>
(b) EBITDA is defined as net income before interest income (expense), income
    taxes and depreciation and amortization. Management believes that EBITDA and
    EBITDA Margin are measures commonly used by analysts and investors to
    determine a company's ability to service and incur debt. Accordingly, this
    information has been presented to permit a more complete analysis. However,
    EBITDA as reported may not be comparable to similarly titled measures used
    by other companies. EBITDA Margin is computed by dividing EBITDA by sales.
    EBITDA should not be considered a substitute for net income or cash flow
    data prepared in accordance with generally accepted accounting principles
    (which is also presented in the accompanying table) or as a measure of
    profitability or liquidity.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATION.

    THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS INCLUDED ELSEWHERE HEREIN.

OVERVIEW

    The Company, founded in 1978, is one of the world's leading developers and
custom manufacturers of dietary and nutritional supplements. The Company
develops specialty products for branded distribution companies, branded
retailers, television. marketing companies and network marketing organizations
who then distribute such products throughout the world.

    Prior to April 23, 1998, the Company's operations were conducted by four S
corporations: D&F, Omni-Pak, Dynamic and West Coast Sales ("West Coast"). These
companies were reorganized in the Reorganization (as defined below) to
consolidate related and complementary business activities under one holding
company, Global Health (formerly D&F). These companies historically operated
under common management and had a high degree of common ownership, customers and
systems, including similar accounting and financial reporting systems.

    Effective April 23, 1998, (i) D&F changed its name to Global Health
Sciences, Inc., (ii) Global Health formed Global Sub, (iii) Global Sub formed
D&F, Raven Sub, Inc. ("Omni-Pak Merger Sub"), Dynamic Sub, Inc. ("Dynamic Merger
Sub") and New West Coast Sales, Inc. ("West Coast Merger Sub"), (iv) Global
Health transferred to D&F Sub all of its assets and liabilities except for its
obligation under the Company's 11% Senior Notes due 2008 (the "Notes") and the
capital stock of Global Sub, (v) Global Health acquired Omni-Pak and affiliates
for approximately $137.9 million in cash and expenses, in transactions accounted
for under the purchase method of accounting, pursuant to the mergers of Omni-Pak
Merger Sub and Omni-Pak (with Omni-Pak as the surviving corporation), Dynamic
Merger Sub and Dynamic (with Dynamic as the surviving corporation), and West
Coast Merger Sub and West Coast (with West Coast as the surviving corporation)
and, (vi) the shareholders of Global Health received approximately
$58.7 million in cash in exchange for the cancellation of approximately 50% of
the outstanding capital stock of Global Health (collectively, the
"Reorganization"). A portion of the proceeds, $3.9 million, were held back until
the Notes were registered.

    IN AUGUST 1998 THE NOTES WERE REGISTERED AND THE $3.9 MILLION WAS PAID TO
THE SHAREHOLDERS.  In December 1998, the Company, through its wholly owned
subsidiary, Global Sub, acquired American for $36.3 million. American is a
supplier of raw materials to the nutraceutical industry with 1998 revenues of
$29.5 million and pre-tax income of $4.4 million before payment of $6 million in
one-time bonuses to key employees. The acquisition was financed with cash and
borrowings under the Company's bank line of credit.

                                       15
<PAGE>
    The Company's historical growth in sales and EBITDA has been primarily
attributable to increased sales to Herbalife, the Company's largest customer.
Combined sales to Herbalife have increased from approximately $70.5 million in
fiscal year 1995, representing approximately 83% of the Company's combined sales
in that year, to approximately $142 million in fiscal year 1999, representing
approximately 57% of the Company's combined sales in that year. Due to the
significant percentage of the Company's sales attributable to Herbalife,
fluctuations in Herbalife's inventory levels or inaccurate sales forecasting by
Herbalife have had adverse effects on Company sales in the past and could have
adverse effects in the future. The Company and Herbalife are parties to supply
agreements which extend through January, 2001 and have begun preliminary
discussions relating to the extension or renewal of these agreements.There is no
assurance that the Herbalife agreements will be renewed or that Herbalife will
not seek other sources for all or a significant portion of the materials that it
now obtains from the Company. The Company's sales and earnings could suffer
materially if (i) the agreements were not renewed and Herbalife elected to seek
other suppliers for all or a significant portion of the materials which it
currently obtains from the Company or (ii) the agreement or the underlying
relationship were renewed or extended on an unfavorable basis.

    In addition to the historical financial information and accompanying
discussion and analysis regarding D&F presented below, supplemental combined
historical financial information and accompanying discussion are also presented
because, in the opinion of management, such information provides a more
meaningful representation of the Company's underlying business and cash flows.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

    SALES.  In 1999, sales increased by $100.2 million, or 68.3%, to
$246.9 million compared to $146.7 million in 1998. The increase in sales
primarily resulted from increased sales to Herbalife and EAS and the acquisition
of American and the impact of the Reorganization. The sales of Omni-Pak and
affiliates are included for 12 months in 1999. However, in 1998 sales for
Omni-Pak and affiliates are included from date of acquisition, April 23, 1998.

    COST OF SALES AND GROSS PROFIT.  Cost of sales increased by $78.7 million,
or 76.6%, to $181.5 million in 1999 compared to $102.8 million in 1998. Cost of
sales as a percentage of sales increased to 73.5% in 1999 compared to 70.0% in
1998, thereby reducing gross margin in 1999 to 26.5% from 30.0% in 1998. The
increase in the dollar amount of cost of sales resulted from the increase in
sales in 1999 compared to 1998. The decrease in gross margin as a percent of
sales resulted primarily from relatively higher raw material costs (principally
at American), higher operating costs in the Company's new La Palma facility and
non-recurring start-up costs at the La Palma facility of $0.8 million.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses, including amortization of intangibles increased by
$29.0 million, or 102.5%, to $57.3 million in 1999 compared to $28.3 million in
1998. As a percentage of sales, selling, general and administrative expenses
increased by 3.9% to 23.2% in 1999 compared to 19.3% in 1998. The increase in
selling, general and administrative expenses is primarily due to an increase in
amortization of intangibles ($17.0 million) resulting from the Recapitalization
and, the acquisition of American ($4.2 million), the Reorganization
($2.8 million), and the increase in costs to support increased sales
($3.6 million) and costs not expected to recur in year 2000 ($2.4 million).
Amortization of intangibles as a percentage of sales increased by 2.5% to 13.2%
in 1999 compared to 10.7% in 1998. Selling, general and administrative expenses,
excluding the amortization of intangibles, as a percentage of sales increased by
1.4% to 10.0% in 1999 as compared to 8.6% in 1998. Costs not expected to recur
in 2000 were 1.0% of sales.

    NET (LOSS) INCOME.  Net loss increased by $20.5 million to a net loss of
$22.8 million in 1999 compared to net loss of $2.3 million in 1998. The increase
in net loss reflects the net effect of higher gross profits resulting from
increased sales, offset by increased costs related to the Recapitalization;
interest on senior debt increased $12.9 million and amortization of intangibles
increased $17.0 million,

                                       16
<PAGE>
increased selling, general and administrative costs to support increased sales,
and costs not expected to recur in 2000. In 1999 operating results reflect
interest on senior debt and amortization of intangibles for 12 months, whereas,
the 1998 operating results reflect these costs from the dates of
Recapitalization and Acquisition. Costs not expected to recur in 2000 totaled
$3.2 million, including $0.8 million of start-up costs at the Company's new
facility, $1.0 million of costs expensed in connection with the implementation
of the company's new computer system, and $1.4 million in other costs not
expected to recur in 2000.

    YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

    SALES.  In 1998, sales increased by $61.5 million, or 72.2%, to
$146.7 million compared to $85.2 million in 1997. The increase in sales
primarily resulted from the impact of the Reorganization. The sales of Omni-Pak
and affiliates are included in the consolidated results from April 23, 1998.

    COST OF SALES AND GROSS PROFIT.  Cost of sales increased by $47.8 million,
or 86.9%, to $102.8 million in 1998 compared to $55.0 million in 1997, while
cost of sales as a percentage of sales increased to 70.0% in 1998 compared to
64.6% in 1997, thereby reducing gross margin in 1998 to 30.0% from 35.4% in
1997. The increase in cost of sales resulted from the increase in sales in 1998
compared to 1997, and the reduction in gross margin principally resulted from a
change in the mix of business and the impact of the price reduction in the
Herbalife supply agreement.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses, including amortization of intangibles increased by
$21.2 million, or 298.6%, to $28.3 million in 1998 compared to $7.1 million in
1997. As a percentage of sales, selling, general and administrative expenses
increased to 19.3% in 1998 compared to 8.3% in 1997. The increase in selling,
general and administrative expenses primarily resulted from the impact of the
Reorganization and an increase of $15.7 million in amortization of intangibles.
The increase in selling, general and administrative expenses as a percentage of
sales primarily resulted from the amortization of intangibles (10.7% of sales).

    NET (LOSS) INCOME.  Net income decreased by $25.1 million to a loss of
$2.3 million in 1998 compared to net income of $22.8 million in 1997. This
decrease resulted primarily from interest on senior debt incurred in April 1998
($17.8 million) and amortization of intangibles ($15.7 million).

LIQUIDITY AND CAPITAL RESOURCES

    The Company's primary cash needs are for working capital, acquisitions and
capital expenditures. Prior to April 22, 1998, the Company financed its cash
requirements through internally generated cash flow. As a result of limited
availability under currently arranged bank lines of credit, the Company expects
that its primary source of ongoing liquidity will be cash flow from operations.

    The Company's bank line of credit,(the Facility), provides for up to
$31 million for acquisitions plus $10.0 million for working capital and general
corporate purposes. It is secured by all of the assets of the Company and
matures in January, 2001. As of December 31, 1999, the Company had drawn the
acquisition portion of the Facility and all but $2.5 million of the working
capital portion. The Facility requires the Company to maintain certain ratios of
leverage, fixed charge coverage and interest coverage, all as defined. The
unused balance of the facility cannot be drawn unless the Company is in
compliance with all of the covenants under the Credit Agreement.

    As of December 31, 1999, the Company did not meet the minimum EBITDA
requirement under the Credit Agreement. As a result, the Company failed to meet
several covenant requirements. Under the terms of the Credit Agreement, the
Company has the option of raising capital to cure the deficiency. The amount of
capital required to be in full compliance would be $2.9 million. The Company is
currently considering whether to raise the required capital or find a new
lending group.

                                       17
<PAGE>
There can be no assurance that the Company will be able to raise the capital or
find a new lending group before the current lenders declare a default under the
Credit Agreement.

    The Company is actively engaged in discussions with other lenders to replace
or refinance the entire line of credit under the Credit Agreement at or prior to
its expiration. There is risk that that Company will not be able to obtain a
replacement facility or that the terms of any replacement facility that may be
available will not be advantageous. Failure to refinance or replace the line of
credit or to cure violations of covenants could have material adverse
consequences for the Company and could result in a default under the Notes. In
any event, the Company does not anticipate that any replacement facility it
obtains will provide it with significant additional liquidity, capital financing
or funding for acquisitions; accordingly, for the foreseeable future, the
Company expects to depend primarily on cash flow from operations to meet its
liquidity and capital needs. Under these circumstances, the Company does not
plan or expect to make additional acquisitions, except in circumstances where
the costs of each acquisition are funded through incremental debt or equity
financing on a basis that reduces the Company's ratio of total debt to EBITDA.
Failure to obtain additional funding for acquisitions could limit the Company's
ability to expand its marketing and production capabilities as necessary to grow
its business and compete effectively.

    Cash provided by operating activities for the years ended December 31, 1999,
1998 and 1997, was $9.5 million, $12.7 million and $21.1 million, respectively.
The major operating uses for these periods resulted from changes in accounts
receivable, inventories and prepaid expenses and other current assets, $0.8
million of start-up costs at the Companies new facility, $1.0 million of costs
expensed in connection with the implementation of the company's new computer
system, and $1.4 million in other costs not expected to recur in 2000.

    Cash used in investing activities for the years ended December 31, 1999,
1998 and 1997 was $14.6 million, $173.2 million and $0.2 million, respectively.
Investing activities consisted of the buildout and equipment costs for the new
La Palma facility in 1998, the purchase of Omni-Pak and affiliates for
$137.9 million and American for $36.3 million in 1998 and purchases of property
and equipment in all three years.

    Cash provided by (used in) financing activities for the years ended
December 31, 1999, 1998, and 1997 was $3.6 million, $164.7 million, and $(21.7)
million respectively. The principal uses of cash for financing activities for
the year ended December 31, 1999 were dividends to shareholders in the amount of
$3.9 million. The principal source of cash from financing activities in 1999
were borrowings from the operating portion of the Facility. The principal source
of cash from financing activities in 1998 was the proceeds from the issuance of
notes, net of issuance costs, of $210.8 million and borrowing under the
acquisition facility of $31 million. The principal use of cash for financing
activities for the years ended December 31, 1998 and 1997 was cash dividends
paid to shareholders in the amounts of $14.1 million and $21.5 million,
respectively, and the repurchase of common stock for $62.6 million in 1998.

COMBINED D&F, OMNI-PAK AND AFFILIATES RESULTS OF OPERATIONS

    YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

    SALES.  In 1999, sales increased by $69.4 million, or 39.1%, to
$246.9 million compared to $177.5 million in 1998. The increase in sales
primarily resulted from the rapid growth in sales to Herbalife and EAS and the
acquisition of American.

    COST OF SALES AND GROSS PROFIT.  Cost of sales increased by $57.7 million,
or 46.6%, to $181.5 million in 1999 compared to $123.8 million in 1998. Cost of
sales as a percentage of sales increased to 73.5% in 1999 compared to 69.7% in
1998, thereby reducing gross margin in 1999 to 26.5% from 30.3% in 1998. The
increase in the dollar amount of cost of sales resulted from the increase in
sales in 1999

                                       18
<PAGE>
compared to 1998. The decrease in gross margin as a percent of sales resulted
primarily from relatively higher raw material costs (principally at American),
higher operating costs in the Company's new La Palma facility and non-recurring
start-up costs at the La Palma facility.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses, included amortization of intangibles, increased by
$27.1 million, or 89.7%, to $57.3 million in 1999 compared to $30.2 million in
1998. As a percentage of sales, selling, general and administrative expenses
increased by 6.2% to 23.2% in 1999 compared to 17.0% in 1998. The increase in
selling, general and administrative expenses is primarily due to an increase in
amortization of intangibles ($17.0 million) resulting from the Recapitalization
and the acquisition of American (4.2 million), the increase in costs to support
increased sales ($3.6 million) and costs not expected to recur in year 2000
($2.4 million). Amortization of intangibles as a percentage of sales increased
by 4.4% to 13.2% in 1999 compared to 8.8% in 1998. Selling, general and
administrative expenses, excluding the amortization of intangibles, as a
percentage of sales increased by 1.8% to 10.0% in 1999 as compared to 8.2% in
1998. Costs not expected to recur in 2000 were 1.0% of sales.

    NET INCOME (LOSS).  Net income (loss) decreased by $28.2 million to a loss
of $22.8 million in 1999 compared to net income of $5.4 million in 1998. The
decrease in net income reflects the net effect of higher gross profits resulting
from increased sales, offset by increased costs related to the Recapitalization;
interest on senior debt increased $12.9 million and amortization of intangibles
increased $17.0 million, increased selling, general and administrative costs to
support increased sales, and costs not expected to recur in 2000. In 1999
operating results reflect interest on senior debt and amortization of
intangibles for 12 months, whereas, the 1998 operating results reflect these
costs from the dates of Recapitalization and Acquisition. Costs not expected to
recur in 2000 totaled $3.2 million, including $0.8 million of start-up costs at
the Company's new facility, $1.0 million of costs expensed in connection with
the implementation of the company's new computer system, and $1.4 million in
other costs not expected to recur in 2000.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

    SALES.  In 1998, sales decreased by $4.9 million, or 2.7%, to
$177.5 million compared to $182.4 million, in 1997. This decrease in sales
primarily resulted from a decrease of approximately $29.5 million or 28.8%, to
$108.1 million, in sales to Herbalife. The principal reasons for the decline
relate to the price reduction from the Herbalife supply agreement, which took
effect in January 1998, and the reduction in the Company's sales to Herbalife
for resale in Russia and Japan. The decline was partly offset by an increase in
sales to other customers of approximately $24.6 million, to $69.4 million, or
54.9%.

    COST OF SALES AND GROSS PROFIT.  Cost of sales increased by $6.1 million, or
5.2%, to $123.8 million in 1998 compared to $117.7 million in 1997. Cost of
sales as a percentage of sales increased to 69.7% in 1998 compared to 64.6% in
1997, thereby reducing the gross margin in 1998 to 30.3% from 35.4% in 1997. The
increase in cost of sales resulted from changes in the Company's mix of business
in 1998 compared to 1997. The decline in the Company's gross margin principally
resulted from changes brought about by the Herbalife supply agreement and
changes in the Company's mix of business.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased by $17.2 million, or 132.3%, to $30.2 million
in 1998 compared to $13.0 million in 1997. As a percentage of sales, selling,
general and administrative expenses were 17.0% in 1998 compared to 7.1% in 1997.
The increase in selling, general and administrative expenses primarily resulted
from an increase in amortization of intangibles ($15.7 million) resulting from
the Recapitalization. Intangibles are being amortized over five years. The
increase in selling, general and administrative expenses as a percentage of
sales primarily resulted from the impact of the amortization of intangibles, as
the Company's general and administrative expenses remained relatively constant
despite the decrease in sales.

                                       19
<PAGE>
    NET INCOME.  Net income decreased by $45.7 million, or 89.4%, to
$5.4 million in 1998 compared to $51.1 million in 1997. This decrease resulted
primarily from the decrease in sales, a slight decrease in gross margin in 1998
and an increase in selling, general and administrative costs as a percentage of
sales.

YEAR 2000 UPDATE

    As described in the Company's reports on Form 10K for the year ended
December 31, 1998, the company had developed plans to address the possible
exposure related to the impact on its computer systems of the Year 2000. Since
entering the year 2000, the Company has not experienced any major disruption to
its business nor is it aware of any significant Year 2000--related disruptions
impacting its customers and suppliers. Furthermore, the Company did not
experience any material impact on inventories at calendar year end. The Company
will continue to monitor its critical systems over the next several months but
does not anticipate any significant impacts due to Year 2000 exposures from its
internal systems or from the activities of its suppliers and customers.

    Costs incurred to achieve Year 2000 readiness, which include contractor
costs to install new systems were charged to expense as incurred. Such costs
totaled $1.0 million of costs expensed in 1999, which were associated with the
implementation of new computer systems.

FORWARD LOOKING STATEMENTS

    This report contains forward-looking statements in addition to historical
information. Forward-looking statements can be identified by the use of such
terms as "estimates," "projects," "anticipates," "expects," "intends,"
"believes," or by references to plans or strategies that are expressly or
inherently subject to risks and uncertainties. The Company's actual results
could differ materially from those anticipated in its forward-looking
statements. Management cautions the reader that forward-looking statements
contained in this report, such as statements regarding prospective developments
of the Company's business and the Company's availability to finance its ongoing
operations and to replace existing financing, while offered in good faith are
only estimates or predictions based on various assumptions. Actual events or
results may differ materially from those anticipated, particularly as a result
of risks facing the Company or the occurance of circumstances differing from its
assumptions. In particular expected revenues and the Company's availability of
cash from operations to meet its liquidity requirements could be adversely
affected by changes in the Company's existing relationships with Herbalife or
EAS or significant reductions in Herbalife's or EAS's requirements as a result
of economic or other conditions adversely affecting the market for its products.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

    The Company currently uses no material derivative financial instruments
which expose the Company to significant market risk. However, the Company's cash
flow, earnings and the fair value of its debt, may be adversely effected due to
changes in interest rates with respect to its long-term debt. The tables below
presents principal cash flows and related weighted average interest rates of the
Company's long-term debt at December 31, 1998 and 1999 by expected maturity
dates. Weighted average variable rates are based on rates in effect at
December 31, 1998 and 1999. These rates should not be considered a predictor of
actual future interest rates.

                                       20
<PAGE>
<TABLE>
<CAPTION>
                             DECEMBER 00   DECEMBER 01   DECEMBER 02   DECEMBER 03   DECEMBER 04   THEREAFTER      TOTAL
                             -----------   -----------   -----------   -----------   -----------   ----------     --------
<S>                          <C>           <C>           <C>           <C>           <C>           <C>            <C>
Senior Notes Average(1)....    $     0        $   0         $   0         $   0         $   0       $225,000      $225,000

Interest Rate..............       11.5%        11.5%         11.5%         11.5%         11.5%          11.5%         11.5%

Bank Line (2)..............    $38,500                                                                            $ 38,500

Average Interest Rate......      10.75%       10.75%        10.75%        10.75%                       10.75%        10.75%

<CAPTION>
                             FAIR VALUE
                             ----------
<S>                          <C>
Senior Notes Average(1)....   $130,000
Interest Rate..............
Bank Line (2)..............   $ 38,500
Average Interest Rate......
</TABLE>

------------------------------

(1) The interest rate is fixed at 11%; original issue discount increases the
    effective rate to 11.5%. Fair value is based on quoted prices as of
    December 31, 1999.

(2) Consists of debt under which interest rates will fluctuate based on changes
    in the prime rate. As of December 31, 1999, the Company did not meet the
    minimum EBITDA requirement under the Credit Agreement. As a result, the
    Company failed to meet several covenant requirements. Under the terms of the
    Credit Agreement, the Company has the option of raising capital to cure the
    deficiency. The amount of capital required to be in full compliance would be
    $2.9 million. The Company is currently considering whether to raise the
    required capital or find a new lending group. There can be no assurance that
    the Company will be able to raise the capital or find a new lending group
    before the current lenders declare a default under the Credit Agreement.

    In making its determination as to the balance of fixed and variable rate
debt, the Company considers the interest rate environment (including interest
rate trends), borrowing alternatives and relative pricing. The Company
periodically monitors the balance of fixed and variable rate debt and can make
appropriate corrections either pursuant to the terms of debt agreements or
through the use of swaps and other financial instruments.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    See attached financial statements.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE.

    None.

                                       21
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    The following table identifies each of the directors, executive officers and
key personnel of the Company. Each director is elected at the annual meeting of
shareholders to serve until the next annual meeting or until his successor is
elected or appointed.

<TABLE>
<CAPTION>
NAME                                AGE                               POSITION
----                              --------                            --------
<S>                               <C>        <C>
Richard D. Marconi(1)...........     65      Chairman of the Board, President and Director

Paul M. Buxbaum(1)..............     44      Chief Executive Officer and Director

Donald J. Lewis(1)..............     49      Chief Financial Officer, Senior Vice President and Director

Howard L. Simon.................     56      Chief Operating Officer and Senior Vice President

Arthur J. Salerno...............     59      President of American Ingredients, Inc.

Sen. Dennis DeConcini...........     62      Director

Brad Gates......................     60      Director
</TABLE>

    MR. RICHARD D. MARCONI co-founded the Company in 1978 and is the Chairman of
the Board of Directors and President, as well as the Company's sole stockholder.
Mr. Marconi has been in the food supplement and pharmaceutical industries for
over 40 years. Mr. Marconi is a director of American Health Sciences, Inc. and
is Chairman of the Marconi Foundation for Kids.

    MR. PAUL M. BUXBAUM became Chief Executive Officer of the Company on
April 23, 1998. Prior thereto, Mr. Buxbaum was Chief Executive Officer of The
Buxbaum Group, a consumer products consulting group, specializing in asset
evaluations for lending institutions, crisis management services, inventory
acquisitions and bankruptcy liquidations. Since 1993, Mr. Buxbaum has served as
Chairman of the Board of Ames Department Stores, Inc. of Rocky Hill, Connecticut
and since 1997 he has served as a director of Lamonts Apparel, Inc. From 1995
through 1998 Mr. Buxbaum served as a director of Richmond Gordman 1/2 Price
Stores of Omaha, Nebraska. From 1991 through 1996, Mr. Buxbaum served on the
Board of Directors of Herbalife and in 1997 served as Chairman of the Board of
Jay Jacobs Stores of Seattle, Washington.

    MR. DONALD J. LEWIS entered into a consulting arrangement with the Company
in February, 1998 and became Chief Financial Officer and Senior Vice President
on April 23, 1998. Prior to joining the Company, Mr. Lewis was Chief Financial
Officer of Visy Industries (U.S.A.), Inc. from 1995 to 1998 and was an audit
partner with Arthur Andersen & Co. from 1984 to 1995.

    MR. HOWARD L. SIMON has been Chief Operating Officer and Senior Vice
President of the Company since June 1998. Prior thereto, Mr. Simon was President
of Cosmetic Group USA LLC from September 1997 to May 1998 and Chief Operating
Officer of Cosmetic Group USA, Inc. from January 1994 to August 1997.

    MR. ARTHUR J. SALERNO has been President and Chief Executive Officer of
American since 1984.

    SENATOR DENNIS DECONCINI became a member of the Board of Directors on
April 23, 1998. From January 1977 through January 1995, Senator DeConcini served
as a United States Senator from Arizona. During his senatorial term, Senator
DeConcini served as a member of the Appropriations Committee and the Judiciary
Committee. Senator DeConcini is a member of the board of directors of

------------------------

(1)   Mr. Marconi is also a director, Chairman of the Board and President of
     each of Global Sub, D&F, Omni-Pak, Dynamic and West Coast Sales (the
    "Subsidiaries"); Mr. Buxbaum is also a director and the Chief Executive
    Officer of each of the Subsidiarise; and Mr. Lewis is also a director, the
    Chief Financial Officer and Senior Vice President of each of the
    Subsidiaries.

                                       22
<PAGE>
the Federal Home Loan Mortgage Corporation, the Schuff Steel Company, Safe T
Lock Incorporated and RDL Commercial Technologies Corporation.

    MR. BRAD GATES became a member of the Board of Directors on April 23, 1998.
Since 1974, Mr. Gates has served as Sheriff of Orange County, California.
Mr. Gates currently serves on the boards of directors of the Orange County
Council of the Boy Scouts of America and the Newport Sports Collection
Foundation and is a member of various civic and professional organizations.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

    The following table sets forth the cash and non-cash compensation for 1999
and 1998 awarded to or earned by the Chief Executive Officer and the other
executive officers as of December 31, 1999, for services rendered to the Company
and subsidiaries.

<TABLE>
<CAPTION>
                                                                    ANNUAL COMPENSATION
                                                                   ---------------------
NAME AND PRINCIPAL POSITION                               YEAR       SALARY      BONUS       COMPENSATION
---------------------------                             --------   ----------   --------   ----------------
<S>                                                     <C>        <C>          <C>        <C>
Richard D. Marconi....................................    1999     $2,000,000        --    $      57,692(1)
President and Chairman                                    1998      2,035,896        --           31,400(2)

Paul M. Buxbaum(3)....................................    1999        450,000        --          410,200(4)
Chief Executive Officer                                   1998        311,538        --          285,428(5)

Donald J. Lewis(3)....................................
Chief Financial Officer                                   1999        225,000        --           15,200(6)
and Senior Vice President                                 1998        196,269    85,900            7,650(7)

Howard L. Simon(3)....................................    1999        225,000    84,200           16,092(8)
Chief Operating Officer and Senior Vice President         1998        129,808        --            5,950(9)

Arthur J. Salerno.....................................    1999        300,000        --        10,200(1)(0)
President, American Ingredients                           1998             --        --                  --
</TABLE>

------------------------

1.  Includes a $5,000 matching contribution to Mr. Marconi's 401(k) Plan and a
    $52,692 car allowance.

2.  Includes a $5,000 matching contribution to Mr. Marconi's 401(k) Plan and a
    $26,400 car allowance.

3.  Each of Mr. Buxbaum, Mr. Lewis and Mr. Simon commenced employment with the
    Company in 1998.

4.  Includes $400,000 paid to BGA Consulting, a company of which Mr. Buxbaum is
    president, and a $10,200 car allowance.

5.  Includes $277,778 paid to BGA Consulting, a company of which Mr. Buxbaum is
    president, and a $7,650 car allowance

6.  Includes a $5,000 matching contribution to Mr. Lewis's 401(k) Plan and a
    $10,200 car allowance.

7.  Car allowance.

8.  Includes a $3,392 matching contribution to Mr. Simon's 401(k) Plan, a
    $10,200 car allowance, and a $500 life insurance policy.

9.  Car allowance.

10. Car allowance.

                                       23
<PAGE>
    Non-employee directors of the Company are paid a monthly fee of $2,000.
Employee directors are not separately compensated for their services as
directors. The Company intends to adopt a share incentive plan in order to
provide incentives to attract, retain and motivate highly competent persons as
executive management, employees and directors of the Company and its affiliates.
This plan will provide such persons with opportunities to acquire shares of
common stock of Global Health, or to receive monetary payments based on the
value of such shares. Benefits under the plan will be available for grant in any
one or a combination of stock options, stock appreciation rights, stock awards,
performance awards and stock units.

EMPLOYMENT AND CONSULTING AGREEMENTS

    Upon consummation of the Reorganization, the Company entered into employment
agreements with Mr. Marconi, Mr. Buxbaum and Mr. Lewis to serve as President,
Chief Executive Officer, and Chief Financial Officer and Senior Vice President,
respectively, of the Company.

    The employment agreement with Mr. Marconi provides that he is employed as
President of the Company for a term of five years, renewable upon 90 days' prior
notice by the Company to Mr. Marconi. The agreement provides for a base salary
of $2 million and an annual bonus to be determined by the Board of Directors of
the Company to the extent the Company's EBITDA exceeds $50 million in any year
during the term of the Agreement, which amount can be up to 15% of the amount by
which EBITDA in such year exceeds $50 million. Upon a change of control (as
defined therein), Mr. Marconi has the right to terminate his employment. In such
event, the Company would be required to pay Mr. Marconi his pro rated base
salary and bonus (if one was received the year prior to termination) at the time
of termination plus one year severance pay equal to his annual salary. The
agreement also provides that Mr. Marconi will serve as Chairman of the Board of
Directors of the Company.

    The employment agreement with Mr. Buxbaum provides that he is employed as
Chief Executive Officer of the Company for a term of three years, renewable upon
90 days' prior notice by the Company to Mr. Buxbaum. The agreement provides for
a base salary of $450,000 and an annual bonus to be determined by the Board of
Directors of the Company. Upon a change of control (as defined therein),
Mr. Buxbaum has the right to terminate his employment. In such event, the
Company would be required to pay Mr. Buxbaum his pro rated base salary and bonus
(if one was received the year prior to termination) at the time of termination
plus one year severance pay equal to his annual salary. In addition,
Mr. Marconi has agreed to grant to Mr. Buxbaum an option to acquire up to 20% of
the common stock of the Company owned by Mr. Marconi on April 32, 1998 at the
fair market value thereof as of that date.

    The employment agreement with Mr. Lewis provides that he is employed as
Chief Financial Officer and Senior Vice President of the Company for a term of
three years, renewable upon 90 days' prior notice by the Company to Mr. Lewis.
The agreement provides for a base salary of $225,000 and an annual bonus to be
determined by the Board of Directors of the Company. Upon a change of control
(as defined therein), Mr. Lewis has the right to terminate his employment. In
such event, the Company would be required to pay Mr. Lewis his pro rated base
salary and bonus (if one was received the year prior to termination) at the time
of termination plus one year severance pay equal to his annual salary.

    In June 1998, the Company entered into an employment agreement with
Mr. Simon to serve as Chief Operating Officer of the Company for a term of three
years, renewable upon 90 days prior notice by the Company to Mr. Simon. The
agreement provides for a base salary of $225,000 and an annual bonus to be
determined by the Board of Directors of the Company. Upon a change in control
(as defined therein), Mr. Simon has the right to terminate his employment. In
such event, the Company would be required to pay Mr. Simon his pro rated base
salary and bonus (if one was received in the

                                       24
<PAGE>
year prior to termination) at the time of termination plus one year's severance
pay equal to his annual salary.

    In December 1998, the Company entered into an employment agreement with
Mr. Salerno to serve as President of American. The employment agreement with
Mr. Salerno provides that he is employed as President of American for a term of
three years. The agreement provides for a base salary of $300,000 and an annual
bonus to be determined by the Board of Directors of the Company. If the Company
terminates Mr. Salerno's employment (other than for cause) he is entitled to his
base salary for the remainder of the term, less any compensation he would
receive from a successor employer.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

    The following table sets forth information with respect to the ownership of
the outstanding common stock of the Company (the "Common Stock"), as of the date
hereof, by each person known to the Company to own beneficially more than 5% of
the Common Stock outstanding on that date. No other person owns any Common
Stock.(1)

<TABLE>
<CAPTION>
                                                         AMOUNT AND
                                                         NATURE OF
                            NAME AND ADDRESS OF          BENEFICIAL      PERCENT OF   TOTAL VOTING
TITLE OF CLASS                BENEFICIAL OWNER           OWNERSHIP         CLASS         POWER
--------------              -------------------       ----------------   ----------   ------------
<S>                     <C>                           <C>                <C>          <C>
Common Stock            Richard D. Marconi                 495,148(1)       100%          100%
                        Global Health Sciences, Inc.
                        987 N. Enterprise Street
                        Orange, California 92867
</TABLE>

------------------------

(1) Mr. Marconi has granted Mr. Buxbaum an option to acquire up to 20% of the
    Common Stock currently owned by Mr. Marconi at the fair market value thereof
    on April 23, 1998. This option will vest over a period of years, the term of
    which has not yet been determined.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    The facility containing the Company's corporate headquarters and granulation
facility is leased by the Company pursuant to a three-year lease agreement with
Mr. Marconi and certain other persons. The base rent is approximately $7,000 per
month. Mr. Marconi owns shares in American Health Sciences, Inc. ("American
Health Sciences"), a privately held company and customer of the Company.
Aggregate sales to American Health Sciences in 1999 were approximately $128,000.
Mr. Marconi is the sole owner of Herbalogix, Inc., a privately held company and
customer of the Company. Aggregate sales to Herbalogix in 1999 were
approximately $691,000.

    The Company engaged BGA Consulting in April 1998 to perform certain
consulting services relating to the operation of the Company. The consulting
agreement has a three-year term and provides for an annual consulting fee of
$400,000. In addition, in consideration for its services to the Company in
connection with the Reorganization, BGA Consulting received directly from the
Company's shareholder at the time of the Reorganization, a fee equal to
approximately $2.4 million. The Company also employed BGA Consulting to assist
in financial due diligence relating to two proposed acquisitions and paid BGA
Consulting $39,407 for these services. Mr. Buxbaum is the President of BGA
Consulting.

    The facility occupied by American is leased by the Company under a four-year
lease from Mr. Salerno. The base rent is approximately $21,000 per month.

                                       25
<PAGE>
SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the   day of
March 2000.

<TABLE>
<S>                                                    <C>  <C>
                                                       GLOBAL HEALTH SCIENCES, INC.
                                                       GLOBAL HEALTH SUB, INC.
                                                       RAVEN INDUSTRIES, INC.
                                                       WEST COAST SALES
                                                       DYNAMIC PRODUCTS, INC.
                                                       D&F INDUSTRIES, INC.

                                                       By:  /s/ PAUL M. BUXBAUM
                                                            -----------------------------------------
                                                            Name: Paul M. Buxbaum
                                                            Title: Chief Executive Officer
</TABLE>

                               POWER OF ATTORNEY

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
<C>                                                    <S>                             <C>
                 /s/ DONALD J. LEWIS                   Chief Financial Officer,        March 30, 2000
     -------------------------------------------       Senior Vice President and
                   Donald J. Lewis                     Director
                                                       (Principal Financial Officer
                                                       and Principal Accounting
                                                       Officer) of Global Health
                                                       Sciences, Inc. and each of the
                                                       Subsidiaries

               /s/ RICHARD D. MARCONI                  President, Chairman of the      March 30, 2000
     -------------------------------------------       Board and Director of Global
                 Richard D. Marconi                    Health Sciences, Inc. and each
                                                       of the Subsidiaries

                /s/ DENNIS DECONCINI                                                   March 30, 2000
     -------------------------------------------       Director of Global Health
                  Dennis DeConcini                     Sciences, Inc.

                  /s/ BRADLEY GATES                                                    March 30, 2000
     -------------------------------------------       Director of Global Health
                    Bradley Gates                      Sciences, Inc.

                 /s/ PAUL M. BUXBAUM                   Chief Executive Officer and     March 30, 2000
     -------------------------------------------       Director (Principal Executive
                   Paul M. Buxbaum                     Officer) of Global Health
                                                       Sciences, Inc. and each of the
                                                       Subsidiaries.
</TABLE>

                                       26
<PAGE>
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A) LIST OF FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND EXHIBITS:

    FINANCIAL STATEMENTS:

    The financial statements required to be filed hereunder are listed on page
F-1 hereof.

    FINANCIAL STATEMENT SCHEDULES:

    The financial statement schedules required to be filed hereunder are listed
on page F-1 hereof.

EXHIBITS:

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
---------------------   ------------------------------------------------------------
<S>                     <C>
 2.1                    Agreement and Plan of Reorganization dated as of April 23,
                        1998 by and among Global Health Sciences, Inc., Global
                        Health Sub, Inc., Raven Sub, Inc., Raven Industries, Dynamic
                        Sub, Inc., Dynamic Products Inc, New West Coast Sales, Inc.,
                        West Coast Sales and Global Merger Sub, Inc. (incorporated
                        by reference to Exhibit 4.1 to the Company's registration
                        statement on Form S-4 (File No. 333-52539 (the "S-4"))

 2.2                    Stock Purchase Agreement, dated as of December 11, 1998, by
                        and among Global Health Sub, Inc., Arthur J. Salerno and
                        Kathleen P. Salerno (incorporated by reference to Exhibit
                        2.1 to the Company's Form 8-K filed on December 23, 1998)

 3.1(i)                 Articles of Incorporation of Global Health Sciences, Inc.
                        (incorporated by reference to Exhibit 3.1(i) to the S-4)

 3.1(ii)                Articles of Incorporation of Global Health Sub, Inc.
                        (incorporated by reference to Exhibit 3.1(ii) to the S-4)

 3.1(iii)               Articles of Incorporation of Raven Industries, Inc.
                        (incorporated by reference to Exhibit 3.1(iii) to the S-4)

 3.1(iv)                Articles of Incorporation of Dynamic Products Inc.
                        (incorporated by reference to Exhibit 3.1(iv) to the S-4)

 3.1(v)                 Articles of Incorporation of West Coast Sales (incorporated
                        by reference to Exhibit 3.1(v) to the S-4)

 3.1(vi)                Articles of Incorporation of D&F Industries, Inc.
                        (incorporated by reference to Exhibit 3.1(vi) to the S-4)

 3.2(i)                 By-Laws of Global Health Sciences, Inc. (incorporated by
                        reference to Exhibit 3.2(i) to the S-4)

 3.2(ii)                By-Laws of Global Health Sub, Inc. (incorporated by
                        reference to Exhibit 3.2(ii) to the S-4)

 3.2(iii)               By-Laws of Raven Industries, Inc. (incorporated by reference
                        to Exhibit 3.2(iii) to the S-4)

 3.2(iv)                By-Laws of Dynamic Products Inc. (incorporated by reference
                        to Exhibit 3.2(iv) to the S-4)

 3.2(v)                 By-Laws of West Coast Sales (incorporated by reference to
                        Exhibit 3.2(v) to the S-4)

 3.2(vi)                By-Laws of D&F Industries, Inc. (incorporated by reference
                        to Exhibit 3.2(vi) to the S-4)
</TABLE>

                                       27
<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
---------------------   ------------------------------------------------------------
<S>                     <C>
 4.1                    Indenture, dated as of April 23, 1998, by and among the
                        Registrants and Chase Manhattan Bank and Trust Company,
                        National Association, as trustee (incorporated by reference
                        to Exhibit 4.1 to the S-4)

 4.2                    Form of Notes (included in Exhibit 4.1)

 4.3                    Guarantees of Global Health Sub, Inc., Raven Industries,
                        Dynamic Products Inc, New West Coast Sales, Inc., and D&F
                        Industries, Inc. under Indenture (included in Exhibit 4.1)

 4.4(i)                 Credit Agreement dates as of April 23,1998 among Global
                        Health Sub, Inc., Global Health Sciences Inc., the Lenders
                        party thereto, Citicorp USA Inc. Citibank, N.A. and Bank of
                        America NT&SA (incorporated by reference to Exhibit 4.5 to
                        the S-4)

 4.4(ii)                First Amendment to Credit Agreement dated December 4, 1998
                        among Global Health Sub, Inc., Global Health Sciences, Inc.,
                        the Lenders party thereto, Citicorp USA, Inc., Citibank,
                        N.A., and Bank of America NT&SA.

 4.4(iii)               Second Amendment to Credit Agreement dated April 30, 199
                        among Global Health Sub, Inc., Global Health Sciences, Inc.,
                        the Lenders party thereto, Citicorp USA, Inc., Citibank,
                        N.A., and Bank of America NT&SA.

 4.4(iv)                Third Amendment to Credit Agreement dated October 29, 1999
                        among Global Health Sub, Inc., Global Health Sciences, Inc.,
                        the Lenders party thereto, Citicorp USA, Inc., Citibank,
                        N.A., and Bank of America NT&SA.

 4.5                    Guaranty, Indemnity and Subordination Agreement dated as of
                        April 23, 1998 among Global Health Sciences, Inc., D&F
                        Industries, Inc., Raven Industries, Inc., Dynamic Products
                        Inc. and West Coast Sales (incorporated by reference to
                        Exhibit 4.6 to the S-4)

 4.7                    Pledge and Security Agreement dated as of April 23, 1998 by
                        and among Global Health Sub, Inc., Global Health Sciences,
                        Inc., D&F Industries, Inc., Raven Industries, Inc., Dynamic
                        Products Inc., West Coast Sales and Citicorp USA, Inc.
                        (incorporated by reference to Exhibit 4.7 to the S-4)

 4.8                    Supplemental Indenture, dated as of December 11, 1998, among
                        American Ingredients Inc., Global Health Sciences, Inc., the
                        existing subsidiary guarantors named therein and Chase
                        Manhattan Bank and Trust Company, National Association.
                        (incorporated by reference to Exhibit 4.8 of the
                        registrant's annual report on the Form 10K for the year
                        ended December 31, 1998)

10.1                    Supply Agreement dated as of September 2, 1997 by and
                        between Raven Industries, Inc. and Herbalife International
                        of America, Inc. ("Herbalife") (incorporated by reference to
                        Exhibit 10.23 to Herbalife's Form 10-K for the year ended
                        December 31, 1997)

10.2                    Supply Agreement dated as of September 2, 1997 by and
                        between Dynamic Products Inc. and Herbalife (incorporated by
                        reference to Exhibit 10.22 to Herbalife's Form 10-K for the
                        year ended December 31, 1997)

10.3                    Supply Agreement dated as of September 2, 1997 by and
                        between Global Health and Herbalife (incorporated by
                        reference to Exhibit 10.21 to Herbalife's Form 10-K for the
                        year ended December 31, 1997)

10.4                    Employment Agreement dated as of April 23, 1998 by and
                        between Global Health Sciences, Inc. and Richard D. Marconi
                        (incorporated by reference to Exhibit 10.4 to the S-4)
</TABLE>

                                       28
<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
---------------------   ------------------------------------------------------------
<S>                     <C>
10.5                    Employment Agreement dated as of April 23, 1998 by and
                        between Global Health Sciences, Inc. and Paul M. Buxbaum
                        (incorporated by reference to Exhibit 10.5 to the S-4)

10.6                    Employment Agreement dated as of April 23, 1998 by and
                        between Global Health Sciences, Inc. and Donald J. Lewis
                        (incorporated by reference to Exhibit 10.6 to the S-4)

10.7                    Consulting Agreement dated as of April 23, 1998 by and
                        between Global Health Sciences, Inc. and BGA Consulting
                        (incorporated by reference to Exhibit 10.7 to the S-4)

10.8                    Employment Agreement dated as of June 1, 1998 by and between
                        Global Health Sciences, Inc. and Howard L. Simon
                        (incorporated by reference to Exhibit 10.8 to the S-4)

10.9                    Employment Agreement dated as of December 11, 1998, between
                        American Ingredients, Inc. and Arthur J. Salerno.
                        (incorporated by reference to Exhibit 10.9 of the
                        registrant's annual report on the Form 10K for the year
                        ended December 31,1998)

21                      Subsidiaries of the Registrants (incorporated by reference
                        to Exhibit 21 of the registrant's annual report on the
                        Form 10K for the year ended December 31, 1998)

27                      Financial Data Schedule for the fiscal year ended December
                        31, 1998, which is submitted electronically to the
                        Commission for information only
</TABLE>

B)  REPORTS ON FORM 8-K

    None

                                       29
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

Global Health Sciences, Inc:

    We have audited the accompanying consolidated balance sheets of Global
Health Sciences, Inc. (formerly D&F Industries Inc.) (the "Company") and
subsidiaries, as of December 31, 1999 and 1998, and the related consolidated
statements of operations, stockholders' (deficit) equity, and cash flows for
each of the three years in the period ended December 31, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of December 31,
1999 and 1998, and the results of their operations and cash flows for each of
the three years in the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States of America.

Los Angeles, California
February 25, 2000

                                      F-1
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES

                        (FORMERLY D&F INDUSTRIES, INC.)

                          CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 1999 AND 1998

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
                                     ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................  $  6,400   $  7,987
  Accounts receivable, net of allowance for doubtful
    accounts of $601 and $284 at December 31, 1999 and 1998,
    respectively............................................    20,882     11,912
  Inventories...............................................    31,532     14,784
  Prepaid expenses and other current assets.................     1,601      2,454
                                                              --------   --------
      Total current assets..................................    60,415     37,137

PROPERTY AND EQUIPMENT, Net.................................    18,749      7,490

GOODWILL AND OTHER ASSETS, Net..............................   123,713    158,116
                                                              --------   --------

TOTAL.......................................................  $202,877   $202,743
                                                              ========   ========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses.....................  $ 37,224   $ 18,554
  Accrued interest payable..................................     4,125      4,125
  Acquisition facility......................................    38,500     31,000
                                                              --------   --------
      Total current liabilities.............................    79,849     53,679
                                                              --------   --------

LONG-TERM DEBT..............................................   219,493    218,832
                                                              --------   --------

COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS' DEFICIT:
  Common stock; no par value, 2,000,000 shares authorized;
    495,148 shares issued and outstanding at December 31,
    1999 and 1998...........................................       473        473
  Accumulated deficit.......................................   (96,938)   (70,241)
                                                              --------   --------
      Total stockholders' deficit...........................   (96,465)   (69,768)
                                                              --------   --------

TOTAL.......................................................  $202,877   $202,743
                                                              ========   ========
</TABLE>

                 See notes to consolidated financial statements

                                      F-2
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES
                        (FORMERLY D&F INDUSTRIES, INC.)

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
NET SALES...................................................  $246,941   $146,741   $85,191
COST OF SALES...............................................   181,548    102,756    55,020
                                                              --------   --------   -------
GROSS PROFIT................................................    65,393     43,985    30,171
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................    24,654     12,589     7,088
AMORTIZATION OF INTANGIBLES.................................    32,681     15,674
                                                              --------   --------   -------
OPERATING INCOME............................................     8,058     15,722    23,083
INTEREST EXPENSE (INCOME)...................................    30,744     17,842       (82)
                                                              --------   --------   -------
(LOSS) INCOME BEFORE PROVISION FOR STATE INCOME TAXES.......   (22,686)    (2,120)   23,165
PROVISION FOR STATE INCOME TAXES............................        64        203       350
                                                              --------   --------   -------
NET (LOSS) INCOME...........................................  $(22,750)  $ (2,323)  $22,815
                                                              ========   ========   =======
</TABLE>

                 See notes to consolidated financial statements

                                      F-3
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES
                        (FORMERLY D&F INDUSTRIES, INC.)

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            (ACCUMULATED      TOTAL
                                                         COMMON STOCK         DEFICIT)     STOCKHOLDER
                                                     --------------------     RETAINED      (DEFICIT)
                                                      SHARES      AMOUNT      EARNING        EQUITY
                                                     ---------   --------   ------------   -----------
<S>                                                  <C>         <C>        <C>            <C>
BALANCE, JANUARY 1, 1997...........................  1,075,000    $1,026      $  5,302       $  6,328
  Net income.......................................                             22,815         22,815
  Dividends........................................                            (21,547)       (21,547)
                                                     ---------    ------      --------       --------

BALANCE DECEMBER 31, 1997..........................  1,075,000     1,026         6,570          7,596
  Net loss.........................................                             (2,323)        (2,323)
  Dividends........................................                            (12,466)       (12,466)
  Recapitalization.................................   (543,085)     (518)      (58,182)       (58,700)
  Share repurchase.................................    (36,767)      (35)       (3,840)        (3,875)
                                                     ---------    ------      --------       --------

BALANCE DECEMBER 31, 1998..........................    495,148       473       (70,241)       (69,768)
  Net loss.........................................                            (22,750)       (22,750)
  Dividends........................................                             (3,947)        (3,947)
                                                     ---------    ------      --------       --------

BALANCE DECEMBER 31, 1999..........................    495,148    $  473      $(96,938)      $(96,465)
                                                     =========    ======      ========       ========
</TABLE>

                 See notes to consolidated financial statements

                                      F-4
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES
                        (FORMERLY D&F INDUSTRIES, INC.)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income.........................................  $(22,750)  $ (2,323)  $22,815
  Adjustments to reconcile net (loss) income to net cash
    provided by operating activities, net of acquisition of
    American and the
    Reorganization:
    Depreciation and amortization...........................    35,522     15,891       523
    Amortization of loan fees...............................     2,882      1,053
    Changes in operating assets and liabilities:
      Accounts receivable...................................    (8,970)    (1,881)     (502)
      Inventories...........................................   (16,748)       (18)   (3,740)
      Prepaid expenses and other current assets.............       853     (1,962)       75
      Accounts payable and accrued liabilities..............    18,670     (2,159)    1,919
      Accrued interest payable..............................                4,125
                                                              --------   --------   -------
        Net cash provided by operating activities...........     9,459     12,726    21,090
                                                              --------   --------   -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of Omni-Pak and Affiliates, net of cash acquired
    of......................................................             (135,227)  $ 2,640
  Purchase of American, less cash acquired of $773..........      (500)   (29,212)
  Issuance of note receivable...............................               (6,000)
  Proceeds from sale of property and equipment..............                  280
  Other assets..............................................                 (382)
  Purchases of property and equipment.......................   (14,099)    (2,705)     (226)
                                                              --------   --------   -------
        Net cash used in investing activities...............   (14,599)  (173,246)     (226)
                                                              --------   --------   -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends paid............................................    (3,947)   (14,114)  (21,547)
Principal payments under line of credit, net................                 (420)     (120)
  Repurchase of common stock................................              (62,575)
  Issuance of long-term debt................................              218,502
  Net borrowings on Acquisition Facility....................     7,500     31,000
  Debt issuance costs.......................................               (7,654)
                                                              --------   --------   -------
        Net cash provided by (used in) financing
          activities........................................     3,553    164,739   (21,667)
                                                              --------   --------   -------
</TABLE>

                 See notes to consolidated financial statements

                                      F-5
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES
                        (FORMERLY D&F INDUSTRIES, INC.)

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
NET (DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS...............................................  $(1,587)   $ 4,219     $ (803)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................    7,987      3,768      4,571
                                                              -------    -------     ------
CASH AND CASH EQUIVALENTS, END OF YEAR......................    6,400      7,987      3,768
                                                              -------    -------     ------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION --
  Cash paid during the period for:
    Interest................................................  $28,436    $13,100     $   43
    Income taxes............................................  $   277    $   291     $  350
</TABLE>

                 See notes to consolidated financial statements

                                      F-6
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES
                        (FORMERLY D&F INDUSTRIES, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                             (DOLLARS IN THOUSANDS)

1. GENERAL AND THE REORGANIZATION

    Global Health Sciences, Inc. (the "Company") is primarily engaged in the
manufacture of dietary and nutritional supplements. The Company supplies
specialty products for branded distributors, branded retailers, television
marketing companies and network marketing organizations who then distribute
these products around the world. In addition through its subsidiary American
Ingredients, Inc. the Company is a supplier to the nutritional supplement
industry.

    On April 23, 1998, D&F Industries, Inc. ("D&F" or the "Predecessor") Raven
Industries dba Omni-Pak Industries ("Omni-Pak"), Dynamic Products, Inc.
("Dynamic") and West Coast Sales ("West Coast") entered into a reorganization
agreement pursuant to which (a) D&F changed its name to Global Health
Sciences, Inc., (b) Global Health Sciences, Inc. formed a new subsidiary, Global
Health Sub, Inc. ("Global Sub"), (c) Global Sub formed four new subsidiaries
named D&F Industries, Inc. ("D&F Sub"), Raven Sub, Inc. ("Omni-Pak Merger Sub"),
New West Coast Sales, Inc. ("West Coast Merger Sub") and Dynamic Sub, Inc.
("Dynamic Merger Sub"), (d) Global Health Sciences, Inc. transferred to D&F Sub
all of its assets and liabilities except for its obligation under the 11% Senior
Notes due 2008 and the common stock of Global Sub, (e) Global Health
Sciences, Inc., through Global Sub, acquired Omni-Pak, Dynamic and West Coast
(together referred to as Omni-Pak and Affiliates) from their respective
shareholders for approximately $137,900 in cash and expenses (the
"Acquisition"), in transactions accounted for under the purchase method of
accounting pursuant to the mergers of Omni-Pak Merger Sub and Omni-Pak (with
Omni-Pak as the surviving corporation), Dynamic Merger Sub and Dynamic (with
Dynamic as the surviving corporation), and West Coast Sub and West Coast (with
West Coast as the surviving corporation) and (f) the shareholders of Global
Health Sciences, Inc. received approximately $58,700 in cash to repurchase
approximately 543,000 outstanding shares from its stockholders (the
"Recapitalization"). The above transactions were financed principally through
the sale of $225,000 aggregate principal amount of the Notes, the net proceeds
of which were approximately $210,800. The transactions described above are
referred to as the "Reorganization."

    The Acquisition has been accounted for under the purchase method of
accounting. The purchase price consists of $136,900 of cash and $1,000 of
transaction costs and was allocated to Omni-Pak and Affiliates assets and
liabilities based on their respective values as of the closing date. The excess
of purchase price over the approximate $1,400 of net asset value at the closing
date has been allocated to goodwill.

    The financial statements presented as of and for the year ended
December 31, 1997 are those of D&F. The statements of operations and cash flows
for the period ended December 31, 1998 include those of D&F through April 23,
1998, the date of the Reorganization, and those of Global Health Sciences, Inc.
(which include the operations of D&F and Omni-Pak and Affiliates) subsequent to
April 23, 1998. Intercompany accounts and transactions have been eliminated in
consolidation. The financial statements include the acquisition of American
Ingredients as of December 31, 1998. The operating results reflect the accounts
of American subsequent to such date.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported

                                      F-7
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES
                        (FORMERLY D&F INDUSTRIES, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                             (DOLLARS IN THOUSANDS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

    CASH AND CASH EQUIVALENTS--The Company considers all highly liquid
investments purchased with a maturity of three months or less to be cash
equivalents. To reduce its credit risk, the Company monitors the credit standing
of the financial institutions that hold the Company's cash and cash equivalents.

    ACCOUNTS RECEIVABLE AND SIGNIFICANT CUSTOMERS--Financial instruments that
potentially subject the Company to a concentration of credit risk consist
primarily of accounts receivable. The Company performs ongoing credit
evaluations of its customers and maintains an allowance for potential credit
losses.

    The Company's largest customer is Herbalife International, Inc.
("Herbalife"). Sales to Herbalife represented 57%, 65%, and 85% of net sales in
1999, 1998 and 1997, respectively. Receivables from Herbalife also represented
14% of total accounts receivable at both December 31, 1999 and 1998.

    The Company's second largest customer, Natural Supplement Association, Inc.
dba Experimental and Applied Sciences ("EAS"), represented 23% and 24% of net
sales in 1999 and 1998, respectively. Receivables from EAS also represented 26%
and 28% of total accounts receivable at December 31, 1999 and 1998,
respectively. In addition, at December 31,1999 and 1998, the Company had
accounts receivable from two other customers that aggregated 16% and 21%,
respectively, of the total accounts receivable.

    INVENTORIES--Inventories are stated at the lower of cost or market. Cost is
determined using the first-in, first-out method. Manufactured product cost
includes the cost of material, labor and manufacturing overhead.

    PROPERTY AND EQUIPMENT--Property and equipment are stated at cost.
Depreciation and amortization are provided for on the straight-line method using
estimated useful lives of 3 to 7 years for equipment and 31 years for buildings.
Leasehold improvements are amortized over the life of the related asset or the
term of the lease, whichever is shorter.

    LONG-LIVED ASSETS--Long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of such
assets may not be recoverable based upon undiscounted cash flows. Impairment
losses would be recognized if the carrying amount of the asset exceeds its fair
value.

    GOODWILL--Goodwill is being amortized over approximately a five year-period
using the straight-line method.

    DEFERRED FINANCING COSTS--Deferred financing costs are being amortized over
the term of the related debt: two years for costs incurred related to the
Facility (see Note 6) and ten years for costs incurred related to the Notes.
During 1999 in connection with the modification of the Facility, the Company

                                      F-8
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES
                        (FORMERLY D&F INDUSTRIES, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                             (DOLLARS IN THOUSANDS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
accelerated the amortization of the deferred financing costs resulting in an
incremental charge of $900 in 1999.

    REVENUE RECOGNITION--The Company recognizes revenues at the time products
are shipped.

    INCOME TAXES--The Company has elected S corporation status for federal and
state income tax purposes, and other than a 1.5% state income tax, taxable
income is passed through to the Company's shareholders. Goodwill related to the
Reorganization is not deductible for tax purposes.

    FAIR VALUE OF FINANCIAL INSTRUMENTS--The Company' financial instruments
consist primarily of cash and cash equivalents, accounts receivable and payable,
and debt instruments. The carrying values of all financial instruments, other
than debt instruments, are representative of their fair values due to their
short maturities. The carrying value of the Company's Facility approximates fair
value because the interest rates are based on current rates offered to the
Company. The fair value of the Long-Term Debt at December 31, 1999 and 1998 was
$130,000 and $146,250, respectively, based on quoted market price.

    SEGMENT INFORMATION--The Company operates within a single industry and
geographic segment as a manufacturer and supplier of herbal products, weight
control, sports and performance nutrition products, and special products;
however, the Company does not aggregate financial information by product line.
Revenues from significant customers are provided above.

    NEW ACCOUNTING STANDARDS In June, 1998, the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities. This statement
will be effective for all fiscal quarters, of all fiscal years, beginning after
June 15, 2000. The Company has not yet analyzed the impact of adopting the
statement.

    RECLASSIFICATIONS--Certain prior period amounts have been reclassified to
conform to the current year presentations.

3. INVENTORIES

    Inventories consist of the following:

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                            -------------------
                                                              1999       1998
                                                            --------   --------
<S>                                                         <C>        <C>
Raw materials.............................................  $19,360    $12,319
Work in process...........................................    5,565      1,535
Finished goods............................................    6,607        930
                                                            -------    -------
Total.....................................................  $31,532    $14,784
                                                            =======    =======
</TABLE>

                                      F-9
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES
                        (FORMERLY D&F INDUSTRIES, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                             (DOLLARS IN THOUSANDS)

4. PROPERTY AND EQUIPMENT

    Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                            -------------------
                                                              1999       1998
                                                            --------   --------
<S>                                                         <C>        <C>
Equipment.................................................  $18,274    $13,821
Leasehold improvements....................................   12,030      3,589
Land......................................................      150        150
                                                            -------    -------
                                                            $30,454    $17,560
Less accumulated depreciation and amortization............   11,705     10,070
                                                            -------    -------
Total.....................................................  $18,749    $ 7,490
                                                            =======    =======

Goodwill and other assets consist of the following:
</TABLE>

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                          -------------------
                                                            1999       1998
                                                          --------   --------
<S>                                                       <C>        <C>
Goodwill................................................  $165,702   $165,702
Deferred financing costs................................     9,166      8,666
Other assets............................................        30         21
                                                          --------   --------
                                                           174,898    174,389
Less accumulated amortization...........................    51,185     16,273
                                                          --------   --------
Total goodwill and other assets, net....................  $123,713   $158,116
                                                          ========   ========
</TABLE>

6. LONG-TERM DEBT AND REVOLVING COMMITMENT

    FACILITY--Effective April 23, 1998, the Company entered into a Credit
Agreement, which provided for a line of credit of up to $50 million secured by
all of the Company's assets and maturing in April 2003. The line is comprised of
a $10 million segment available for working capital and general corporate
purposes (the "Operating Facility") and a $40 million segment available for
acquisitions (the "Acquisition Facility"). Effective October 29, 1999, the
Company agreed to reduce the Acquisition Facility to $31 million, the amount
drawn under that facility as of that date, and agreed to accelerate the maturity
of the entire line of credit to January 31, 2001. As of December 31, 1999, the
Company had drawn $7.5 million under the Operating Facility. Under the terms of
the Facility, borrowings bear interest at the bank's prime rate plus an
additional margin of 200 basis points. The Credit Agreement requires the Company
to maintain certain ratios of leverage, fixed charge coverage and interest
coverage, all as defined. The unused balance of the facility cannot be drawn
unless the Company is in compliance with all of the covenants under the Credit
Agreement.

    As of December 31, 1999, the Company did not meet the minimum EBITDA
requirement under the Credit Agreement. As a result, the Company failed to meet
several covenant requirements. Under the terms of the Credit Agreement, the
Company has the option of raising capital to cure the

                                      F-10
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES
                        (FORMERLY D&F INDUSTRIES, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                             (DOLLARS IN THOUSANDS)

6. LONG-TERM DEBT AND REVOLVING COMMITMENT (CONTINUED)
deficiency. The amount of capital required to be in full compliance would be
$2.9 million. The Company is currently considering whether to raise the required
capital or find a new lending group. There can be no assurance that the Company
will be able to raise the capital or find a new lending group before the current
lenders declare a default under the Credit Agreement.

    The Company is actively engaged in discussions with other lenders to replace
or refinance the entire Facility at or prior to its maturity. There is risk that
that Company will not be able to obtain a replacement facility or that the terms
of any replacement facility that may be available will not be advantageous.
Failure to refinance or replace the Facility or to cure violations of covenants
could have material adverse consequences for the Company and could result in a
default under the Notes. In any event, the Company does not anticipate that any
replacement facility it obtains will provide it with significant additional
liquidity, capital financing or funding for acquisitions; accordingly, for the
foreseeable future, the Company expects to depend primarily on cash flow from
operations to meet its liquidity and capital needs. Under these circumstances,
the Company does not plan or expect to make additional acquisitions, except in
circumstances where the costs of each acquisition are funded through incremental
debt or equity financing on a basis that reduces the Company's ratio of total
debt to EBITDA. Failure to obtain additional funding for acquisitions could
limit the Company's ability to expand its marketing and production capabilities
as necessary to grow its business and compete effectively.

    LONG-TERM DEBT--As described in Note 1, the Company issued $225,000 of Notes
due 2008, the net proceeds of which were approximately $210,800. The difference
is being amortized over the term of the Notes. Expenses related to the issuance
of the Notes were approximately $7,700. The stated interest rate on the Notes is
11%. The Notes were issued at a discount of $6,500 for an effective rate of
approximately 11.5%. The indenture places certain limitations on, among other
things, incurrances of additional debt, acquisitions, investments and dividends.

7. EMPLOYEE BENEFITS

    The Company has a qualified 401(k) retirement plan for its full-time
employees and makes matching contributions in an amount equal to 50% of the
first 6% of the employee's compensation. In addition, the Company may make
additional contributions at the discretion of the Board of Directors. Total
contributions to the plan were $277, $152, and $92 in 1999, 1998 and 1997
respectively.

8 COMMITMENTS AND CONTINGENCIES

    OPERATING LEASES--The Company leases certain of its operating facilities.
Facility leases contain rent escalation clauses. Leases are primarily net
leases, which require the payment of executory costs such as real estate taxes,
insurance, common area maintenance and other operating costs in addition to
minimum rentals. The Company also rents an operating facility from an entity
affiliated through common ownership. The facility is rented on a month-to-month
basis. Total rent paid to this entity was $84 in each of 1999, 1998 and 1997.
The Company also leases facility owned by an officer pursuant to the terms of a
4 year lease agreement at a cost of $252 per year.

                                      F-11
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES
                        (FORMERLY D&F INDUSTRIES, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                             (DOLLARS IN THOUSANDS)

7. EMPLOYEE BENEFITS (CONTINUED)
    The Company also leases certain equipment under noncancelable operating
leases. The Company is committed under facility and equipment operating leases
for minimum rental payment as follows:

<TABLE>
<CAPTION>
YEAR ENDING
-----------
<S>                                                           <C>
2000........................................................  $ 3,618
2001........................................................    3,717
2002........................................................    3,851
2003........................................................    3,388
2004........................................................    3,077
Thereafter..................................................    8,486
                                                              -------
Gross leases................................................   26,137
Sub leases..................................................    1,973
                                                              -------
Net leases..................................................  $24,164
                                                              =======
</TABLE>

    Rental expense for the periods ended December 31, 1999, 1998 and 1997 was
$3,295, $1,517 and $669, respectively.

    AGREEMENT WITH HERBALIFE--The Company has a three-year agreement with
Herbalife, which became effective on January 12, 1998 and extends through
January 2001. Among other matters, the terms of the agreement require Herbalife
to purchase a minimum of 80% of its inventory requirements of certain specified
products from the Company at agreed-upon prices.

    LITIGATION--The Company is subject to legal proceedings and claims that
arise in the ordinary course of business. Management does not expect the
resolution of these legal matters to have a material adverse effect on the
Company's financial statements.

    STOCK OPTIONS--Mr. Marconi, Chairman of the Company and sole shareholder,
has granted Mr. Buxbaum, the Company's Chief Executive Officer, an option to
acquire up to 20% of the common stock of the Company at the fair value as of the
date of the Reorganization. The option will vest over a period of years, the
term of which has not yet been determined.

9. RELATED-PARTY TRANSACTIONS

    During 1997, the Company sold products to an entity affiliated through
common ownership, which in turn sold products to Herbalife. The entity was
acquired in conjunction with the Reorganization described in Note 1. Sales to
the affiliated company were $1,393 in 1997.

    During 1998, BGA Consulting was paid fees of $2,431 related to the
Reorganization, $39 related to the American Acquisition, and $278 as an annual
consulting fee. During 1999, BGA Consulting was paid a consulting fee of $400.
The Company's Chief Executive Officer, Mr. Paul Buxbaum, is the President of BGA
Consulting.

                                      F-12
<PAGE>
                 GLOBAL HEALTH SCIENCES, INC. AND SUBSIDIARIES
                        (FORMERLY D&F INDUSTRIES, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                             (DOLLARS IN THOUSANDS)

9. RELATED-PARTY TRANSACTIONS (CONTINUED)
    During 1999 the Company sold products to entities affiliated through common
ownership. Sales to the affiliated entities were $819. The Company had accounts
receivable from the affiliated entities of $90.

    At December 31, 1999, the Company had net $20 accounts receivable due from
one of the directors.

                                      F-13