SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                    FORM 10-K

               [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR
                  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED MAY 31, 1999

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM ______ TO _______.

                             COMMISSION FILE NUMBER:
                                     1-14608

                      WEIDER NUTRITION INTERNATIONAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                        87-0563574
  (STATE OR OTHER JURISDICTION                          (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

        2002 SOUTH 5070 WEST
        SALT LAKE CITY, UTAH                               84104-4726
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)

               Registrant's telephone number, including area code:
                                 (801) 975-5000

           Securities registered pursuant to Section 12(b) of the Act:
                 Class A Common Stock, par value $.01 per share
                                (Title of Class)

           Securities registered pursuant to Section 12(g) 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. [ ]

      The number of shares outstanding of the Registrant's common stock is
25,021,468 (as of August 2, 1999).

      The aggregate market value of the voting stock held by non-affiliates of
the Registrant is approximately $44,300,000 (as of August 2, 1999).

                       DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registrant's Proxy Statement for its 1999 Annual Meeting
of Shareholders, which will be filed with the SEC, are incorporated by reference
into Part III.
<PAGE>
                                     PART I

NOTE ON FORWARD LOOKING STATEMENTS

      CERTAIN STATEMENTS MADE IN THIS ANNUAL REPORT ON FORM 10-K UNDER THE
CAPTIONS "BUSINESS," "FACTORS AFFECTING FUTURE PERFORMANCE," "LEGAL
PROCEEDINGS," AND "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS," AND ELSEWHERE HEREIN ARE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF SECURITIES ACT OF 1933, AS
AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
THAT ARE BASED ON MANAGEMENT'S BELIEFS AND ASSUMPTIONS, CURRENT EXPECTATIONS,
ESTIMATES AND PROJECTIONS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING
WITHOUT LIMITATION STATEMENTS WHICH ARE PRECEDED BY, FOLLOWED BY OR INCLUDE THE
WORDS "BELIEVES," "ANTICIPATES," "PLANS," "EXPECTS," "ESTIMATES," "MAY,"
"SHOULD," OR SIMILAR EXPRESSIONS, ARE FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND
THE COMPANY'S CONTROL, AND THEREFORE ACTUAL RESULTS MAY DIFFER MATERIALLY.
IMPORTANT FACTORS WHICH MAY AFFECT FUTURE RESULTS INCLUDE, WITHOUT LIMITATION,
CHANGES IN GENERAL ECONOMIC AND BUSINESS CONDITIONS (INCLUDING IN THE
NUTRITIONAL SUPPLEMENT INDUSTRY), ACTIONS OF COMPETITORS, CHANGES IN THE
COMPANY'S BUSINESS STRATEGIES, THE COMPANY'S ABILITY TO IMPLEMENT MORE
SOPHISTICATED OPERATING SYSTEMS AND INVENTORY MANAGEMENT PROGRAMS, CHANGES IN
LAWS AND REGULATIONS, DEPENDENCE UPON INDIVIDUAL PRODUCTS, THE SUCCESS OF
PRODUCT DEVELOPMENT, NEW PRODUCT INTRODUCTION INTO THE MARKETPLACE, LITIGATION
AND OTHER REGULATORY ACTION AND OTHER FACTORS DISCUSSED UNDER "FACTORS AFFECTING
FUTURE PERFORMANCE" IN ITEM 1 OF THIS ANNUAL REPORT. THE COMPANY DISCLAIMS ANY
OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.

ITEM 1.  BUSINESS

GENERAL

      Weider Nutrition International, Inc. (the "Company") develops,
manufactures, markets, distributes and sells branded and private label vitamins,
nutritional supplements and sports nutrition products in the United States and
throughout the world. The Company offers a broad range of capsules and tablets,
powdered drink mixes, bottled beverages and nutrition bars consisting of
approximately 1,000 stock keeping units ("SKUs") domestically and
internationally. The Company has a portfolio of recognized brands, including
Schiff(R), Weider Sports Nutrition, MetaForm(R) and American Body Building(TM)
that are primarily marketed through mass market, health food store and/or health
club and gym distribution channels. The Company markets its branded products in
four principal categories: sports nutrition; vitamins, minerals and herbs;
weight management; and healthy snacks. As a result of the Company's July 1998
acquisition of Haleko Hanseatisches Lebensmittel Kontor GmbH ("Haleko"), the
Company has significantly expanded its operations outside the United States.

      The Company's principal executive offices are located at 2002 South 5070
West, Salt Lake City, Utah 84104 and its telephone number is (801) 975-5000. As
used herein, the "Company" means Weider Nutrition International, Inc. and its
subsidiaries, except where indicated otherwise.

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<PAGE>
INDUSTRY OVERVIEW

      According to PACKAGED FACTS, the principal domestic retail markets in
which the Company's products compete totaled approximately $7.8 billion in 1997
and grew at a compound annual growth rate of approximately 15% from 1992 through
1997. The Company believes several factors account for the steady growth of the
nutritional supplement market, including increased public awareness of the
health benefits of nutritional supplements and favorable demographic trends
toward older Americans who are more likely to consume nutritional supplements.

      Over the past several years, public awareness of the positive effects of
nutritional supplements on health has been heightened by widely publicized
reports and medical research findings indicating a correlation between the
consumption of nutrients and the reduced incidence of certain diseases. Reports
have indicated that the United States government and universities generally have
increased sponsorship of research relating to nutritional supplements. In
addition, Congress has established the Office of Alternative Medicine within the
National Institutes of Health to foster research into alternative medical
treatment modalities, which may include natural remedies. Congress has also
recently established the Office of Dietary Supplements in the National
Institutes of Health to conduct and coordinate research into the role of dietary
supplements in maintaining health and preventing disease.

      The Company believes that the aging of the United States population,
together with a corresponding increased focus on preventative health care
measures, will continue to result in increased demand for certain nutritional
supplement products. According to the United States Bureau of the Census, the
35-and-older age group of consumers, which represents a large majority of the
regular users of vitamin and mineral supplements, is projected to grow
significantly faster than the general United States population through 2010.

      The Company believes these events and trends together with product
introductions have supplied the growth of the domestic nutritional supplement
market.

      The international nutritional supplement market is more fragmented than
the domestic market. As a result, industry data is not readily available.
However, many of the demographic and other trends and events present in the
domestic market, are also present in the international market.

      The primary distribution channels in the vitamin and nutritional
supplements industry consist of mass market retailers (including mass
merchandisers, drug stores, supermarkets and discount stores), health and
natural food stores and direct sales and mail order organizations. According to
PACKAGED FACTS, in 1998 the mass market channel accounted for approximately 49%
of the sales of vitamin, mineral and supplement products, health and natural
food stores accounted for approximately 39% of sales and direct selling, mail
order and the Internet accounted for approximately 12% of sales.

                                      3
<PAGE>
SALES AND DISTRIBUTION

      The Company believes that its continued growth and success in the
nutritional supplements industry, in part, is dependent on the consumers'
recognition of, satisfaction with and allegiance to the Company's branded
products. Accordingly, during fiscal 1999, the Company implemented a more
focused marketing initiative that provided incremental investment in support of
four of its most recognized brands: Schiff(R), Weider Sports Nutrition,
MetaForm(R) and American Body Building(TM). The Company believes that this
focused marketing strategy will be beneficial to nutritional supplement
consumers. The incremental investment in these brands enhances the Company's
ability to introduce innovative products that are of premium quality, better
tasting and more consumer application friendly, supported by current science and
technology.

      The Company's products are currently sold domestically in over 48,000
retail outlets in all 50 states. The Company's mass market (mass volume)
customers include: mass merchandisers such as Wal-Mart, Target and Kmart; drug
stores such as Walgreens, CVS, Rite Aid and Eckerd; warehouse clubs such as
Costco, Sam's Club and BJ's; and supermarkets such as Albertson's, Giant,
Safeway and Fred Meyer. The Company services the health food market by
distributing its products to General Nutrition Center ("GNC") and leading health
food distributors. The Company also sells through other distribution channels,
including its own network of distributors to health clubs and gyms (such as
Bally's Health and Fitness and Gold's Gym), international markets, and private
label manufacturing for certain retail customers where the Company also
distributes its branded products. The Company pursues a multi-channel
distribution strategy in order to participate in the growth being experienced in
each of these channels.

      Internationally, the Company sells or distributes its products to over 50
countries around the world, all of which are at different levels of development
and are affected by different factors. In Europe, where the Company has a
substantial majority of its international sales, nutritional supplement
distribution varies by country, but in general, product is mainly distributed
through gyms and fitness studios, health food and specialty stores and
pharmacies. Some product is distributed through the mass market channel, but
this channel is not as developed internationally as it is in the U.S.
Additionally, significant differences exist between the regulatory environment
in the U.S. and the regulatory environment in Europe. As a result, many
nutritional supplements sold in the U.S. are not able to be sold in Europe due
to regulatory restrictions.

      BRANDS AND DISTRIBUTION CHANNELS. The Company has created a portfolio of
recognized brands designed for specific distribution channels. The positioning
of the Company's brand names is supported by significant advertising and
marketing expenditures as well as the Company's historical association with the
Weider name. As a result, the Company believes that it has many of the leading
brands in the nutritional supplement industry.

                                      4
<PAGE>
      The following table identifies the Company's leading domestic brands and
illustrates the Company's multi-brand, multi-channel strategy:

      BRAND                          PRIMARY CHANNEL
      -----                          ---------------
      Schiff(R)...................  Food, Drug, Mass volume retailers & health
                                    food stores
      Metaform(R).................  Health food stores
      Weider Sports Nutrition.....  Food, Drug, Mass volume retailers
      American Body Building(TM)..  Health clubs and gyms

      The Company markets its branded products in four principal categories of
nutritional supplements: sports nutrition; vitamins, minerals and herbs; weight
management; and healthy snacks. The Company believes that offering its customers
a wide variety of products also provides the Company a competitive advantage in
capturing an increasing share of the growing nutritional supplement market. The
Company continues to expand its product innovation and branding opportunities
through the pursuit of innovative ingredients and proprietary formulas from
internal research, as well as outside scientists, experts, formulators and
inventors.

      SPORTS NUTRITION. The Company's sports nutrition category includes a wide
variety of products designed to enhance athletic performance, support the
results derived from exercise programs and replenish the body's vital nutrients
used up during exercise and training. The Company's sports nutrition products
deliver nutritional supplements through a variety of forms, including powdered
drink mixes, tablets, capsules, nutrition bars and beverages. These products
target consumers for the Company's sports nutrition business. Customer focus
includes athletes, bodybuilders, fitness enthusiasts and other "on-the-go"
consumers. While each of the Company's products offers distinct benefits to the
consumer, the Company's sports nutrition products are intended to generally
enhance the consumer's ability to control weight, support muscle growth, lose
fat and increase energy levels and stamina.

      The following table summarizes the major brands and representative
products of the Company's sports nutrition category:

MAJOR BRANDS                                  REPRESENTATIVE PRODUCTS
------------                                  -----------------------
American Body Building(TM)............   Blue Thunder(TM) protein beverages,
                                         Ripped Force(R) energy beverages and
                                         powdered drink mixes, and Steel Bar(R)
                                         nurtrition bars
Weider Sports Nutrition................  Creatine ATP(TM), Androstene, and
                                         Ultra Ripped(TM) powdered drink mixes
Metaform(R)...........................   Metaform(R), HyperDrive(TM) and Diet
                                         Stack(TM) powdered drink mixes and
                                         nutrition supplements
Science Foods(R)......................   White Lightning(TM) protein beverages
                                         and nutrition bars, and Ripped to the
                                         Max(TM) energizing beverages
Tiger's Milk(R).......................   Tiger's Milk(R) nutrition bars

                                      5
<PAGE>
      The American Body Building(TM) and Science Foods(R) brands, which are
intended to help the consumer increase energy levels and stamina, control weight
and lose fat, are primarily distributed to health clubs and gyms through the
Company's network of independent distributors. The Metaform(R) and Weider Sports
Nutrition brands, which are intended to support consumers' efforts to control
weight, support muscle mass and lose fat, are primarily distributed through
food, drug and mass volume retailers and health food stores such as GNC. The
Tiger's Milk(R) product line, which has been marketed for over 30 years,
includes several nutrition bars that supply significant amounts of protein,
vitamins and other essential nutrients with less fat than a traditional candy
bar.

      VITAMINS, MINERALS AND HERBS. The Company markets a complete line of
vitamins and minerals, including multivitamins, multiminerals, antioxidants and
digestive enzymes through the Schiff(R) brand. These products are offered in
various forms (including liquids, tablets, capsules, softgels and powdered drink
mixes). According to IRI data, joint health products represent the fastest
growing subcategory within the vitamin, mineral and herb category. Schiff's Pain
Free(TM) product realized significant growth in fiscal 1999 and is currently the
number two joint health product in the mass market channel. In addition, herbs
and phytonutrients, which are a growing category in the nutritional supplement
industry, are alternatives or complements to over-the-counter pharmaceutical
products for consumers who seek a more natural and preventative approach to
their health care. The following table summarizes the major brands and
representative products of the Company's Schiff brand of vitamins, minerals and
herbs:

MAJOR BRANDS                                    REPRESENTATIVE PRODUCTS

Schiff(R) joint products..................  Pain Free(TM), chondroitin sulfate
                                            and glucosamine compounds
Schiff(R) vitamins........................  Multivitamins, multiminerals,
                                            antioxidants and digestive enzymes
Schiff(R) herbs...........................  St. John's wort, garlic and
                                            echinacea

      The Company markets certain joint products including Pain Free(TM) and
certain chondroitin sulfate and/or glucosamine compounds under two brands,
Schiff(R) and Metaform(R). The Schiff(R) brand is primarily distributed through
food, drug, mass and club retailers. The Metaform(R) brand is primarily
distributed through GNC.

      The Company's Schiff(R) brand vitamin products are designed to provide
consumers with essential vitamins and minerals as supplements to their diet.
Schiff vitamins and minerals include multivitamins such as Single Day,
individual vitamins and minerals such as Vitamins C, E, and Calcium, specialty
formulae for women such as Menopause and soy, and other specialty formulae
including melatonin, DHEA, beta carotene and B-complex. Schiff(R) vitamins are
marketed through health food stores as well as supermarkets and drug stores
within the mass volume retail channel.

      The Company markets various herbs (such as garlic and echinacea) under the
Schiff(R) brand to food, drug and mass volume retailers and health food stores.
Through its phytocharged supplement line distributed primarily to health food
stores, Schiff(R) is a leader in the development and introduction of

                                      6
<PAGE>
phytonutrients. Phytonutrients are naturally-occurring compounds in plants that
are believed to promote health. These phytonutrients include lycopene (the beta
carotene relative that has been recently linked in the popular media to lowering
prostate cancer risk) and beta glucan (an extract from oats that is the soluble
fiber believed to be responsible for lowering blood cholesterol levels).

      WEIGHT MANAGEMENT. The Company is one of the leading suppliers to food,
drug mass and club retailers of natural products that utilize vitamins, herbs
and other nutritional supplements designed to promote weight management. The
Company's products are intended to support consumers' efforts in a number of
weight management functions. The products are specifically formulated, packaged
and priced to appeal to a wide variety of consumers with different demographic
characteristics and physiological needs.

      The following table summarizes the major brands and representative
products of the Company's weight management category:

MAJOR BRANDS                                    REPRESENTATIVE PRODUCTS
------------                                    -----------------------
American Body Building(TM)...........   Ripped Force(R) energy beverages
Science Foods(R).....................   Ripped to the Max(TM) and other energy
                                        beverages
Weider Sports Nutrition...............  Fat Burner, Ultra AC(TM) and Ultra
                                        AP(TM) supplements
Metaform(R)..........................   Metaform Heat(TM) and Diet Stack(TM)
                                        powdered drink mixes

      The American Body Building(TM) and Science Foods(R) brands, which are
intended to support consumers' efforts to reduce fat and provide a low calorie
source of energy, are primarily distributed through the Company's independent
distributors to health clubs and gyms. The Weider Sports Nutrition brand is
intended to aid in weight management and to support comsumers' efforts to reduce
fat. This brand is primarily distributed through food, drug, mass, club,
convenience and health food retailers. Metaform(R) brand products, which are
intended to enhance the consumers' efforts to manage weight, support muscle mass
and lose fat, are primarily distributed to health food stores such as GNC.

      HEALTHY SNACKS. The Company's healthy snacks category includes its
Fi-Bar(R) and Tiger's Milk(R) product lines. The Fi-Bar(R) product line is
comprised of fat-free granola bars and fruit and nut bars coated with yogurt,
chocolate or carob made without hydrogenated fats. The Tiger's Milk(R) product
line, which has been marketed for over 30 years, includes several nutrition bars
that supply significant amounts of protein, vitamins and other essential
nutrients with less fat than a traditional candy bar.

      The Tiger's Milk(R) and Fi-Bar(R) brands, which are intended to provide
consumers with a healthy alternative to traditional snack foods and candy bars,
are primarily distributed through mass volume retailers and health food stores.

      INTERNATIONAL MARKETS. The Company believes significant opportunities
exist for nutritional supplement products in international markets. The Company
has positioned itself to take advantage of such opportunities through

                                      7
<PAGE>
acquisitions of businesses in Europe and Canada. These acquisitions provide the
Company with the rights to manufacture and market, under the "Weider" name,
nutritional supplements worldwide, excluding Australia, New Zealand, Japan and
South Africa.

      The July 1998 acquisition of Haleko provides the Company with several of
the premium nutritional supplement brands in Europe as well as significant
nutritional supplement manufacturing capabilities in Germany. Haleko's leading
sports nutrition brand is Multipower(R) which includes a wide variety of
products primarily marketed to health clubs and gyms. Haleko's weight management
brand is Multaben, which includes a variety of beverages, soups and other meal
replacement products, as well as nutrition bars, sold primarily to health food
stores. Haleko also markets a line of sportswear under the Venice Beach brand.
Sportswear is primarily sold to health clubs and gyms, as well as specialty
sportswear retail stores. Sales of sportswear represented approximately 34% of
Haleko's revenues for fiscal 1999.


      The Company also markets nutritional supplements to South America, eastern
Europe, the Middle East and the Pacific Rim through distributors.

      PRIVATE LABEL. Historically, the Company manufactured capsules, tablets,
beverages, nutrition bars and powdered drink mixes for other marketers of
nutritional supplements and certain retail customers. These independent
marketers, or contract manufacturing customers, market the Company's products
under their own brand name. During fiscal 1999, the Company made the decision to
limit contract manufacturing (private label) business to only those customers
who have, or may in the future have, other business relationships with the
Company.

MARKETING

      The Company believes its promotional and advertising programs, in
combination with its sales force and customer service standards, have been
integral to the Company's growth. A key part of the Company's strategy is to
help educate consumers about innovative, safe and beneficial nutritional
supplement products. The Company's marketing and advertising expenditures were
approximately $35.9 million in fiscal 1999, $16.9 million in fiscal 1998, and
$16.8 million in fiscal 1997.

      During fiscal 1999 the Company developed its first national broadcast for
Schiff(R) Pain Free(TM) joint health products. Television and radio commercials
featuring Pain Free(TM) appeared on syndicated radio and television programs,
cable television stations and broadcast television programs.

      The Company promotes its products in various consumer magazines, such as
LADIES HOME JOURNAL, ARTHRITIS TODAY, MAXIM, ESPN MAGAZINE; target publications,
such as FITNESS RUNNER; and trade magazines, such as WHOLE FOODS, VITAMIN
RETAILER and MASS MARKET RETAILER. In addition to these publications, the
Company advertises in several magazines published by Weider Publications Inc.
("Weider Publications"), an affiliate of the Company, including MUSCLE AND
FITNESS, FLEX, SHAPE, MEN'S FITNESS, NATURAL HEALTH and JUMP. The Company is
also developing internet sites to provide additional information to consumers,
customers and investors.

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<PAGE>
      The Company participates in consumer education by sponsoring and attending
various sporting events, including leading professional body building
competitions such as The Mr. Olympia, The Arnold Schwarzenegger Classic and
numerous local National Physique Committee bodybuilding competitions. The
Company also promotes its products at numerous trade and consumer shows
representing all current distribution channels.

      Market research will continue to play a vital role in securing retail
space for the Company's branded products in the mass market channel and other
relevant distribution channels. The Company is expanding its use of research
data, including Gallup, IRI InfoScan, Spectra Data and other information sources
to identify key consumer demographics, market trends and category potential to
maximize new and existing opportunities with current and potential retail
partners. The Company is also taking a more active role in professional trade
organizations and lobbying groups. The Company is a founding member of the
Corporate Alliance for Integrative Medicine, an industry-based research
organization that works with public and private universities to conduct
scientifically valid studies on natural health products.

COMPANY GROWTH STRATEGY

      The Company intends to broaden its leadership position in the nutritional
supplements and sports nutrition categories. Specifically, the Company's
strategy is to: (i) leverage its portfolio of established brands to increase its
share of the nutritional supplement market; (ii) develop new brands and product
line extensions through its commitment to research and development; (iii)
continue the growth of its balanced distribution network; (iv) build its
execution skills through new operations processes and decision support systems;
(v) achieve cost superiority through formal productivity benchmarking and
continuous improvement programs; (vi) grow international profitability through
integration of European operations and through expanded export operations
outside Europe; and (vii) implementing a comprehensive e-commerce plan. The
Company believes that its multiple distribution channels, broad portfolio of
leading brands and state-of-the-art manufacturing and distribution capabilities
position it to be a long-term competitive leader in the nutritional supplements
industry.

PRODUCT RESEARCH AND DEVELOPMENT

      The Company strives to be a leader in nutritional supplement product
development and intends to continue its commitment to research and development
to create new products and existing product line extensions. The nutritional
supplement industry is influenced by products that become popular due to
changing consumer interests in health, appearance and longevity along with media
attention to these same interests. The Company believes it is important to
develop new products in the nutritional supplement industry in order to
capitalize on new market opportunities, to strengthen relationships with
customers by meeting demand and to increase market share. In addition, the
Company believes that continually introducing new products is important to
preserving and enhancing gross margins due to the relatively short life cycle of
some products.

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<PAGE>
      As a result of the Company's product development history, the Company
believes that it has built a reputation in the nutritional supplement industry
for innovation in both branded and private label products. The Company has
pioneered a number of innovations in the nutritional supplement industry,
including: the development of the first domestic source of melatonin with
consistent quality, supply and cost; the introduction of garcinia cambogia, a
popular weight loss ingredient; through acquisition, the producer of the first
high-protein, low carbohydrate beverage; and the retail introduction of the
first carotenoid complex product from natural sources. The Company is in various
stages of development with respect to new product concepts that the Company
anticipates will augment both its existing domestic and international product
lines.

      In order to support its commitment to research and development, the
Company hires requisite technical personnel and invests in formulation,
processing and packaging development and the testing of efficacy and shelf life
stability as well as market research with consumers. The Company's product
research and development expenditures were approximately $4.6 million in fiscal
1999, $4.0 million in fiscal 1998, and $2.3 million in fiscal 1997.

MANUFACTURING AND PRODUCT QUALITY

      The Company has invested in manufacturing to meet the growing demand for
nutritional supplement products, to ensure continued operating efficiencies and
to maintain high product quality standards. The Company manufactures
approximately 90% of its domestic branded products and approximately 45% of its
international branded products. The Company has significant internal
manufacturing competencies in the distinct areas of: sterile liquid beverage
processing, bottling and packaging; powder blending, filling and packaging in
jug, canisters, bottles and pouches; processing, extrusion, coating and
packaging of nutritionally fortified energy bars; and capsule and tablet
manufacturing, filling and packaging. The Company has invested in production
line flexibility to accommodate various filling sizes, weight or count of
product and final shipped unit configuration as to fulfill customer and ultimate
consumer needs.

      Consistent with the Company's commitment to capturing an increasing share
of the growing nutritional supplement market, in June 1997 the Company completed
construction of a state-of-the-art facility that more than tripled the Company's
previous capacity for manufacturing capsules and tablets. The facility, located
in Salt Lake City, Utah, includes the Company's main distribution center and
primary administrative offices. The distribution center features a high-rise
racked warehouse and a fully automated "order-pick" system using optical readers
that interpret bar coded labels on each shipping container.

      The Company also currently manufactures its products in three other U.S.
facilities. The powders production facility is located in Salt Lake City, Utah
and beverage facilities are located in Walterboro, South Carolina and Las Vegas,
Nevada. The Company is continuously upgrading its facilities and enhancing its
manufacturing capabilities through new equipment purchases and technological
improvements. In order to improve overall capsule and tablet manufacturing
efficiencies, during fiscal 1999, the Company closed its NION manufacturing
facility in southern California and transitioned the operations to the Company's
Utah facility.

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<PAGE>
      The Company is committed to providing the highest quality products. The
Company's domestic manufacturing facilities are in the initial evaluation and
implementation phases of ISO 9002 certification. As part of this process,
generally all testing and inspection procedures performed by quality control
professionals are standardized and periodically evaluated for compliance. Each
of the Company's manufacturing sites is equipped with analytical tools for
in-process and finished product evaluation for compliance to specification. The
Company's products are also subject to shelf life stability testing through
which the Company determines the effects of aging on its products. The Company's
product retention program allows the Company the ability to maintain samples
from each product batch shipped and, when appropriate, to analyze such samples
to insure product quality. Certified outside laboratories are used routinely to
evaluate the Company's laboratory performance and to supplement its internal
testing procedures and capabilities.

      During the past two years the Company has developed a Strategic Sourcing
department which has focused on maximizing buying power through volume leverage
with a smaller select supplier base. As a result of this effort, material
savings have been achieved. In addition, key supply relationships have been
established with raw material and packaging suppliers who bring significant
financial, technical, quality and service resources to the Company. The
Strategic Sourcing department expects to continue its efforts to identify and
realize further efficiencies.

      Internationally, the Company has two primary manufacturing facilities. The
Company has a capsules, tablets and powders facility in Bleckede, Germany that
produces products distributed throughout Europe. This facility has received ISO
9002 certification. The Company also has a facility located in Madred, Spain
that primarily produces powders for distribution in Spain, France and Italy.
Each of these facilities are continuously upgraded with equipment purchases and
technological improvements.

COMPETITION

      The market for the sale of nutritional supplements is highly competitive.
Competition is based principally upon price, quality of products, customer
service and marketing support. Numerous companies compete with the Company in
development, manufacture and marketing of nutritional supplements. In addition,
large pharmaceutical companies and packaged food and beverage companies are
increasingly competing with the Company in the nutritional supplement market.
The majority of competitors in the nutritional supplement industry are privately
held and the Company is unable to precisely assess the size of such competitors.
However, the Company believes that no competitor controls more than ten percent
of this market.

      The Company believes that by reacting quickly to market changes,
scientific discoveries and competitive challenges, the Company will continue to
compete effectively in the nutritional supplement industry. As the nutritional
supplement industry grows and evolves, the Company believes retailers will rely
heavily on suppliers of nutritional supplements, such as the Company, that can
respond quickly to new opportunities, support retailers with production capacity
and flexibility, and provide innovative and high

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<PAGE>
margin products. In addition, retailers have begun to align themselves with
suppliers, such as the Company, who are financially stable, market a broad
portfolio of products and offer superior customer service. The Company believes
that it competes favorably with other nutritional supplement companies and major
pharmaceutical companies because of its competitive pricing, marketing
strategies, sales support and the quality and breadth of its product line.

GOVERNMENT REGULATION

      The formulation, manufacturing, packaging, labeling, advertising,
distribution and sale of the Company's products are subject to regulation by one
or more governmental agencies, including the Food and Drug Administration
("FDA"), the Federal Trade Commission (the "FTC"), the Consumer Product Safety
Commission, the United States Department of Agriculture and the Environmental
Protection Agency. The Company's activities are also regulated by various
agencies of the states, localities and foreign countries in which the Company
distributes and sells its products.

      The FDA regulates dietary supplements under the Federal Food, Drug and
Cosmetic Act (the "FDCA") and the regulations promulgated thereunder. In October
1994, the FDCA was amended by the Dietary Supplement Health and Education Act of
1994 ("DSHEA"). DSHEA establishes a statutory class of dietary supplements,
including vitamins, minerals, herbs, amino acids and other dietary substances
for human use to supplement the diet, as well as concentrates, metabolites,
extracts or combinations of such dietary ingredients. DSHEA also provides a
regulatory framework that ensures consumer access to safe, quality dietary
supplements, recognizes the need for the dissemination of useful, balanced
information regarding dietary supplements, supports continuing scientific
research into the health effects of dietary supplements and permits the
establishment of good manufacturing practices to improve uniform quality of
dietary supplements. Under DSHEA statements of "nutritional support" may
describe how particular dietary ingredients, or the mechanism of action by which
dietary ingredients, affect the structure, function or general well-being of the
body. These statements of nutritional support are permitted in dietary
supplement labeling, provided that, among other requirements, the company has
scientific substantiation that the statements are truthful and not misleading,
discloses that the statements have not been reviewed by the FDA and notifies the
FDA within 30 days that the statements are being used in dietary supplement
labeling. Statements of nutritional support may not make claims that the dietary
supplement is intended to cure, prevent or mitigate a disease or illness, which
claims would cause the FDA to consider the dietary supplement as an unapproved
new drug. The Company labels its products in a manner that is intended to comply
with the provisions of DSHEA; however, no assurance can be given that the FDA
will not take the position that a statement of nutritional used by the Company
is considered by the FDA to be a disease or illness claim.

      Certain of the Company's products are classified as foods, which are
subject to the Nutrition Labeling and Education Act of 1990 (the "NLEA"). The
NLEA prohibits the use of any health claim for foods unless the health claim is
supported by significant scientific agreement and is either pre-approved by the
FDA or the subject of substantial government scientific publications with
notification sent to the FDA. A substantial majority of the Company's products
are classified as dietary supplements under DSHEA.

                                      12
<PAGE>
      The Company anticipates that FDA will promulgate Good Manufacturing
Practices ("GMPs"), as authorized under DSHEA and specific to dietary
supplements. Preparation, packaging and compliance with these regulations may
demand quality control provisions similar to the drug industry. Such regulations
could, among other things, require the recall, reformulation or discontinuance
of certain products, additional record keeping, warnings, notification
procedures and expanded documentation of the properties and manufacturing
processes of certain products and scientific substantiation regarding
ingredients, product claims, safety or efficacy. Failure to comply with
applicable FDA requirements can result in sanctions being imposed on the Company
or the manufacturers of its products, including warning letter, fines, product
recalls and seizures.

      The FTC exercises jurisdiction over the advertising of nutritional and
dietary supplements under the Federal Trade Commission Act. In November 1998,
the FTC published an advertising guideline for the dietary supplement industry
entitled "Dietary Supplements: An Advertising Guide for Industry." These
guidelines reiterate many of the policies regarding dietary supplements the FTC
has periodically announced over the years, particularly with respect to the
substantiation of claims made in advertising of dietary supplement products. In
the past several years, the FTC has instituted enforcement actions against
several dietary supplement companies alleging false and misleading advertising
of certain products. These enforcement actions have resulted in the agreement to
consent decrees and/or the payment of fines by certain of the companies
involved.

      The FTC continues to monitor advertising with respect to dietary
supplements and, accordingly, the Company from time to time receives inquiries
from the FTC with respect to the Company's advertising. In September 1997, the
Company received an access letter from the FTC regarding the Company's
advertising with respect to the Company's PhenCal products. After discussions
and negotiations between the Company and the FTC, the Company accepted, without
admitting liability, a proposed consent decree in June 1999. The proposed
consent decree provides, among other things, that the Company will not make
certain diet and weight loss claims for its products without adequate scientific
substantiation, but does not include any provision for fees or penalties. The
proposed consent decree is currently before the FTC pending final review and
approval.

      The Company is also a party to a consent order which was signed by Weider
Health and Fitness in 1985. Pursuant to the order, the Company is prohibited
from making certain advertising claims relating to the muscle building
capabilities of Anabolic Mega Paks(R) and Dynamic Life Essence and any other
product of substantially similar composition. In connection with the Company's
other food products, the Company is similarly prohibited from making these
claims unless the Company is able to substantiate such claims.

      The Company's international operations are also subject to governmental
regulations in each of the countries in which the Company has operations or
sales or distributes products. These regulations may differ materially from
country to country and from those regulations of the United States, which may
result in additional costs and expenses to the Company due to the reformulation
or repackaging of certain products to meet different standards

                                      13
<PAGE>
or regulations, the imposition of additional record keeping requirements and
expanded or different labeling and scientific substantiation regulations. In
addition, governmental regulations in foreign countries where the Company plans
to commence or expand sales may prevent or delay entry into the market or
prevent or delay the introduction, or require the reformulation of certain of
the Company's products. The Company's distributors for those countries in which
the Company does not have direct operations generally control compliance with
such foreign governmental regulations. These distributors are independent
contractors over whom the Company has limited control.

      As a result of the Company's efforts to comply with applicable statutes
and regulations, the Company has from time to time reformulated, eliminated or
relabeled certain of its products and revised certain aspects of its sales,
marketing and advertising programs. The Company may be subject to additional
laws or regulations administered by the federal, state or foreign regulatory
authorities, the repeal or amendment of laws or regulations which the Company
considers favorable, such as DSHEA, or more stringent interpretations of current
laws or regulations. The Company is unable to predict the nature of such future
laws, regulations, interpretations or applications, nor can it predict what
effect additional governmental regulations or administrative orders, when and if
promulgated, would have on its business in the future. They could, however,
require reformulation of certain products to meet new standards, recall or
discontinuance of certain products not able to be reformulated, imposition of
additional recordkeeping requirements, expanded documentation of the properties
of certain products, expanded or different labeling and scientific
substantiation. Any or all such requirements could have a material adverse
effect on the Company's results of operations and financial condition.

PRODUCT LIABILITY INSURANCE

      Because the Company manufactures products designed to be ingested, it
faces the risk that materials used for the final products may be contaminated
with substances that may cause sickness or other injury to persons who have used
the products. Although the Company maintains production and operating standards
designed to prevent such events, certain portions of the process of product
development, including the production, harvesting, storage and transportation of
raw materials, along with the handling, transportation and storage of finished
products delivered to consumers, are not within the control of the Company. See
"Manufacturing and Product Quality." Also, sickness or injury to persons may
occur if the Company's products are ingested in dosages which exceed the dosage
recommended on the product label. The Company cannot control misuse of its
products by consumers or the marketing, distribution and resale of its products
by its customers. With respect to product liability claims in the United States
and internationally, the Company has $2.0 million per occurrence domestically
($1.0 million internationally) and $2.0 million ($1.0 million internationally)
in aggregate liability insurance subject to self-insurance retention of $10,000.
In addition, if claims should exceed $2.0 million, the Company has excess
umbrella liability insurance of up to $90.0 million. However, there can be no
assurance that such insurance will continue to be available, or if available,
will be adequate to cover potential liabilities. The Company generally does not
obtain contractual indemnification from parties supplying raw materials or
marketing its products; however, any such indemnification is limited by its
terms and, as a practical matter, to the creditworthiness of the

                                      14
<PAGE>
indemnification party. The Company's product liability insurance does not cover
non-safety claims relating to the Company's products, such as noncompliance with
label claims or similar matters.

TRADEMARKS AND PATENTS

      The Company owns trademarks registered with the United States Patent and
Trademark Office or similar regulatory agencies in certain other countries for
its Schiff(R), Metaform(R), American Body Building(TM), Science Foods(R) and
Tiger's Milk(R) brands of products. The Company also has obtained trademarks for
certain of its products, processes and slogans and has rights to use other names
material to its business. The Company vigorously protects its trademark and
other intellectual property right. The Company currently has two patents
pending.

      The Company relies on common law trademark rights to protect its
unregistered trademarks. Common law trademark rights do not provide the Company
with the same level of protection as afforded by a United States federal
registration of a trademark. In addition, common law trademark rights are
limited to the geographic area in which the trademark is actually used. The
Company registers certain of its trademarks in certain foreign jurisdictions
where the Company's products are sold or distributed. However, the protection
available in such jurisdictions may not be as extensive as the protection
available to the Company in the United States.

EMPLOYEES

      At August 1, 1999, the Company employed approximately 860 persons, of whom
approximately 475 were in management, sales, purchasing, logistics and
administration and approximately 385 were in manufacturing. Additionally, the
Company utilizes temporary employees in some of its manufacturing processes. The
Company is not party to any collective bargaining arrangements and believes that
its relationship with its employees is good.

EXECUTIVE OFFICERS

      The following table set forth certain information concerning the executive
officers of the Company.

      NAME                          AGE         POSITION
      ----                          ---         --------
      Bruce J.Wood                  49          Chief Executive Officer,
                                                President and Director
      Jerome J. Bock                59          Executive Vice President -
                                                Operations
      Stephen D. Young              45          Executive Vice President -
                                                International
      Joseph W. Baty                42          Senior Vice President -
                                                Finance
      James P. Lacey                39          Senior Vice President - Sales
      Daniel A. Thomson             34          Senior Vice President - Legal
                                                Affairs, General Counsel and
                                                Secretary

                                      15
<PAGE>
      Mr. Wood has served as Chief Executive Officer, President and a Director
of the Company since June 1999. From January 1998 to December 1998, Mr. Wood was
the President and a founder of All Stick Label LLC. From 1973 to December 1997,
Mr. Wood held various management positions with divisions of Nabisco, Inc.,
including President and Chief Executive Officer of Nabisco, Ltd., President of
Planters Lifesavers Company, and Senior Vice President, Marketing of Nabisco
Biscuit Company and Del Monte USA.

      Mr. Bock has served as Executive Vice President - Operations of the
Company since July 1999. Prior to joining the Company, Mr. Bock served as Vice
President of Operations for the Hunt-Wesson Division of ConAgra, Inc. from 1993
to February 1999. From 1990 to 1993, Mr. Bock was the President of the Rolling
Pin Business Unit of Shato Holdings, Inc. Prior to joining Shato Holdings, Mr.
Bock held various operations and management positions with The Pillsbury Company
from 1962 to 1989.

      Mr. Young has served as an Executive Vice President of the Company since
January 1997. From January 1994 to July 1999, Mr. Young served as the Chief
Financial Officer of the Company. Prior to joining the Company in 1993, Mr.
Young served as Vice President Finance at First Health Strategies, which he
joined in 1983. Mr. Young is a certified public accountant.

      Mr. Baty has served as Senior Vice President - Finance of the Company
since January 1997. Prior to joining the Company, Mr. Baty was a partner at KPMG
LLP, which he joined in 1984. Mr. Baty is a certified public accountant.

      Mr. Lacey has served as Senior Vice President - Sales of the Company since
July 1999. From January 1998 to July 1999, Mr. Lacey served as Chief Operating
Officer of Everlast Nutritional Products. From July 1996 to December 1997, Mr.
Lacey was Vice President of Sales at Powerbar, Inc. Prior to joining Powerbar,
Mr. Lacey held various sales, marketing and management positions from 1982 to
1996 with Oral B Laboratories, Nestle Food Corporation, Carnation Company and
Smith Kline-Beecham.

      Mr. Thomson has served as Senior Vice President - Legal Affairs and
General Counsel of the Company since July 1998 and Secretary since July 1999.
Prior to joining the Company, Mr. Thomson was in private law practice from 1993
to July 1998 in the corporate and securities departments of Latham & Watkins and
LeBoeuf, Lamb, Greene & MacRae. Mr. Thomson, a certified public
accountant, was an accountant and consultant with the firm of Price Waterhouse
LLP from 1988 to 1990.

FACTORS AFFECTING FUTURE PERFORMANCE

      DEPENDENCE ON SIGNIFICANT CUSTOMERS. The Company's largest customers are
GNC, Wal-Mart and Costco. These three customers accounted for approximately 43%
and 41% respectively, of the Company's net sales for the fiscal years ended May
31, 1999 and 1998. The loss of either GNC, Wal-Mart or Costco as a customer, or
a significant reduction in purchase volume by GNC, Wal-Mart or Costco, could
have a material adverse effect on the Company's results of operations or
financial condition. The Company cannot assure you that GNC, Wal-Mart and/or
Costco will continue as major customers of the Company.

                                      16
<PAGE>
      DEPENDENCE ON NEW AND INDIVIDUAL PRODUCTS. The Company believes its
ability to grow in its existing market is partially dependent upon its ability
to introduce new and innovative products into these markets. Although the
Company seeks to introduce additional products each year in its existing
markets, the success of new products is subject to a number of variables,
including developing products that will appeal to customers and obtaining
necessary regulatory approvals. The Company cannot assure you that its efforts
to develop and introduce innovative new products will be successful, that
customers will accept new products or that the Company will obtain required
regulatory approvals of such new products.

      In addition, the Company cannot assure you that individual or groups of
similar products currently experiencing strong popularity and rapid growth will
maintain sales levels over time. During fiscal year 1999, net sales for the
Company's Pain Free(TM) product were approximately 21% of the Company's total
net sales.

      ABILITY TO IMPLEMENT BUSINESS STRATEGY. The Company's business and
operations have experienced significant growth and increased complexity in
recent years. The Company has recently refined its growth and business
strategies, designed to focus on and support the Company's core brands, products
and customers. The Company's future success depends upon its ability to
successfully implement these growth and business strategies. The Company cannot
assure you that it will be able to successfully implement these strategies or,
if implemented, that the strategies will achieve the anticipated results. The
failure to successfully implement these strategies could have a material adverse
effect on the Company's results of operations and financial condition.

      AVAILABILITY OF FUTURE FINANCING. The Company's current credit facility
matures in February 2000. The Company is evaluating its financing requirements
and is discussing a new credit facility and other financing alternatives with
its current lender and other financial institutions. Although the Company
believes that a new credit facility will be finalized prior to February 2000,
the Company cannot assure that it will be able to obtain a new facility by that
date or, if obtained, that the new facility or the failure to enter into a new
credit facility on terms favorable to the Company could have a material adverse
effect on the Company's results of operations and financial condition.

      COMPETITION. The nutritional supplement industry is highly competitive.
Numerous companies compete with the Company in the development, manufacture and
marketing of nutritional supplements. In addition, large pharmaceutical
companies and packaged food and beverage companies compete with the Company in
the nutritional supplement market. These companies have greater financial and
other resources available to them and possess extensive manufacturing,
distribution and marketing capabilities far greater than those the Company has
available or possess. Increased competition from such companies could have a
material adverse effect on the Company's financial results and business.

      IMPACT OF GOVERNMENT REGULATION ON THE COMPANY'S OPERATIONS. The Company's
operations, properties and products are subject to regulation by various
foreign, federal, state and local government entities and agencies, particularly
the FDA and FTC. See "Government Regulation." Among other matters, such
regulation is concerned with statements and claims made in

                                      17
<PAGE>
connection with the packaging, labeling, marketing and advertising of the
Company's products. The governmental agencies have a variety of processes and
remedies available to them, including initiating investigations, issuing warning
letters and cease and desist orders, requiring corrective labeling or
advertising, requiring consumer redress, seeking injunctive relief or product
seizure, imposing civil penalties and commencing criminal prosecution.

      As a result of the Company's efforts to comply with applicable statutes
and regulations, the Company has from time to time reformulated, eliminated or
relabeled certain of its products and revised certain aspects of its sales,
marketing and advertising programs. The Company may be subject in the future to
additional laws or regulations administered by federal, state or foreign
regulatory authorities, the repeal or amendment of laws or regulations which the
Company considers favorable, such as DSHEA, or more stringent interpretations of
current laws or regulations. The Company is unable to predict the nature of such
future laws, regulations, interpretations or applications, nor can the Company
predict what effect additional governmental regulations or administrative
orders, when and if promulgated, would have on the Company's business in the
future. Such future laws and regulations could, however, require the
reformulation of certain products to meet new standards, the recall or
discontinuance of certain products that cannot be reformulated, the imposition
of additional recordkeeping requirements, expanded documentation of product
efficacy, and expanded or modified labeling and scientific substantiation. Any
or all of such requirements could have a material adverse effect on the
Company's results of operations and financial condition. See "Government
Regulation."

      ABILITY TO ATTRACT AND RETAIN KEY MANAGEMENT PERSONNEL. The Company's
operations have experienced significant growth in recent years. The Company's
ability to manage that growth and added business complexity and to implement its
business strategies is largely dependent upon the efforts, performance,
abilities and continued service of the Company's management personnel. The
competition for such personnel is intense, and the Company cannot assure you it
will be able to retain key management personnel or attract and retain additional
experienced management personnel. The Company's failure to attract and retain
such personnel could have a material adverse effect on the Company's results of
operations and financial condition.

      EFFECT OF UNFAVORABLE PUBLICITY. The Company believes that the nutritional
supplement market is affected by national media attention regarding the
consumption of nutritional supplements. The Company cannot assure you that
future scientific research or publicity will not be unfavorable to the
nutritional supplement market or any particular product, or inconsistent with
previous favorable research or publicity. Future reports of research that are
perceived as less favorable or that question such earlier research could have a
material adverse effect on the Company's business or financial results. The
Company also depends upon consumer perceptions of the safety, quality and
efficacy of its products as well as similar products sold or distributed by
other companies (which may not adhere to the same quality standards as the
Company). Accordingly, negative publicity associated with illness or other
adverse effects resulting from the consumption of the Company's products or any
similar products distributed by other companies could have a material adverse
impact on the Company's business or financial results. Such adverse publicity
could arise even if the adverse effects associated with such products resulted
from consumers' failure to consume such products as directed.

                                       18
<PAGE>
      YEAR 2000 COMPLIANCE. Many currently installed computer systems and
software products are coded to accept only two digit entries in the date code
field. Beginning in the year 2000, these date code fields will need to accept
four digit entries to distinguish 21st century dates from 20th century dates.
Any of the Company's computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions or engage in normal business activities. The Company has
implemented a year 2000 compliance plan; however, there can be no assurance
until the year 2000 that the Company's systems will be year 2000 compliant. In
addition, the ability of third parties with whom the Company transacts business
to address adequately their Year 2000 issues is outside of the Company's
control. Any Year 2000 compliance problem of either the Company or third parties
with whom the Company transacts business could result in a material adverse
effect on the Company's business or financial results.

      RISKS ASSOCIATED WITH INTERNATIONAL MARKETS. The Company's continued
growth is dependent in significant part upon its ability to expand its
operations into new markets, including international markets. The Company may
experience difficulty entering new international markets due to greater
regulatory barriers, the necessity of adapting to new regulatory systems and
problems related to entering new markets with different cultural bases and
political systems.

      As a result of the Company's acquisition of Haleko in July 1998, the
Company's international sales have increased substantially over historical
levels. Approximately 27% of the Company's net sales for fiscal 1999 were
generated outside the United States. Operating in international markets exposes
the Company to certain risks, including, among other things, changes in or
interpretations of foreign regulations that may limit the Company's ability to
sell certain products or repatriate products to the United States, foreign
currency fluctuations, the potential imposition of trade or foreign exchange
restrictions or increased tariffs, and political instability. As the Company
continues to expand its international operations, these and other risks
associated with international operations are likely to increase.

      AVAILABILITY OF RAW MATERIALS. The Company obtains all of its raw
materials for the manufacture of its products from third parties. The Company
cannot assure you that suppliers will provide the raw materials the Company
needs in the quantities requested, at a price the Company is willing to pay or
that meet the Company's quality standards. Any significant delay in or
disruption of the supply of raw materials could, among other things,
substantially increase the cost of such materials, require reformulation or
repackaging of products, require the qualification of new suppliers; or result
in the Company's inability to meet customer demands for certain products. The
occurrence of any of the foregoing could have a material adverse effect on the
Company's results of operations or financial condition.

      INTELLECTUAL PROPERTY PROTECTION. The Company believes that trademarks and
other proprietary rights are important to its success and its competitive
position. The Company's policy is to pursue registrations for all of the
trademarks associated with its key products. The Company protects its legal
rights concerning its trademarks and the Company is currently enforcing various
trademarks against infringement, both in the United States and in

                                      19
<PAGE>
foreign countries. The Company relies on common law trademark rights to protect
its unregistered trademarks. Common law trademark rights do not provide the
Company with the same level of protection as afforded by a United States federal
registration of a trademark. In addition, common law trademark rights are
limited to the geographic area in which the trademark is actually used.

      POTENTIAL SALES AND EARNINGS VOLATILITY. The Company's sales and earnings
continue to be subject to potential volatility based upon, among other things,
the Company's inability to implement its business strategies; changes in
regulations that may limit or restrict the sale of certain of the Company's
products, the expansion of the Company's operations into new markets, or the
introduction of the Company's products into new markets; the Company's failure,
or its distributors' failure (and allegations of the Company's or their
failure), to comply with applicable regulations; the Company's inability to
introduce new products; lack of market acceptance of the Company's new products;
the introduction of new products by the Company's competitors; consumer
perceptions of the Company's products and operations; and general conditions in
the nutritional supplement industry.

      The Company's business is, to some extent, seasonal, with lower sales
typically realized during the first and second fiscal quarters and higher sales
typically realized during the third and fourth fiscal quarters. The Company
believes such fluctuations in sales are the result of greater marketing and
promotional activities toward the end of each fiscal year, customer buying
patterns and consumer spending patterns related primarily to consumers' interest
in achieving personal health and fitness goals after the beginning of each new
calendar year and before the summer fashion season.

      CONTROL BY PRINCIPAL STOCKHOLDER. Weider Health and Fitness owns all of
the outstanding shares of Class B Common Stock representing approximately 94% of
the aggregate voting power of all outstanding shares of the Company's common
stock. Weider Health and Fitness is in a position to exercise control over the
Company and to determine the outcome of all matters required to be submitted to
stockholders for approval (except as otherwise provided by law or by the
Company's amended and restated certificate of incorporation or amended and
restated bylaws) and otherwise to direct and control the operations of the
Company. Accordingly, the Company cannot engage in any strategic transactions
without the approval of Weider Health and Fitness.

                                      20
<PAGE>
ITEM 2.  PROPERTIES

      At May 31, 1999, the Company owned or leased the following facilities:

<TABLE>
<CAPTION>
                                               APPROXIMATE                EXPIRATION
LOCATION             FUNCTION                  SQUARE FEET   LEASE/OWN    DATE OF LEASE
--------             --------                  -----------   ---------    -------------
<S>                  <C>                       <C>           <C>          <C>
Salt Lake City, UT   Company Headquarters,       418,000       Lease      March 2013
                     Manufacturing & Pro-
                     duction, Warehouse &
                     Distribution
Salt Lake City, UT   Manufacturing & Pro-        152,000       Own        N/A
                     duction, Warehouse
Walterboro, S.C.     Manufacturing & Pro-         55,000       Own        N/A
                     duction
Las Vegas, NV        Manufacturing & Pro-         27,500       Lease      November 1999
                     duction
Montreal, Quebec     Administrative Offices       24,600       Lease      Month to month
                     & Warehouse
Madrid, Spain        Administrative Offices,      20,000       Lease      September 2006
                     Manufacturing & Pro-
                     duction
Hamburg, Germany     Administrative Offices       25,400       Lease      September 2003
Bleckede, Germany    Manufacturing & Produc-     100,000       Own        N/A
                     tion, Warehouse
Various, Germany(1)  Sales & Administrative      Various       Leases     Various
                     Offices
</TABLE>

(1) The Company has several small sales and administrative offices primarily
located in Germany.

ITEM 3.  LEGAL PROCEEDINGS

      THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934. THESE STATEMENTS RELATE TO THE COMPANY'S LEGAL
PROCEEDINGS DESCRIBED BELOW. THE COMPANY IS INVOLVED IN VARIOUS LEGAL
PROCEEDINGS WHICH ARISE IN THE ORDINARY COURSE OF ITS BUSINESS. LITIGATION IS
INHERENTLY UNCERTAIN AND MAY RESULT IN ADVERSE RULINGS OR DECISIONS AND THE
COMPANY IS UNABLE TO PREDICT THE OUTCOME OF THESE PROCEEDINGS. ADDITIONALLY, THE
COMPANY MAY ENTER INTO SETTLEMENTS OR BE SUBJECT TO JUDGMENTS WHICH MAY,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON THE
COMPANY'S RESULTS OF OPERATIONS. ACCORDINGLY, ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS.

      The Company and a former subsidiary, Schiff(R) Products, Inc. ("Schiff(R)
Products"), together with other distributors, manufacturers and retailers of
L-Tryptophan, are defendants in actions in federal and state courts seeking
compensatory and, in some cases, punitive damages for alleged personal injuries
resulting from the ingestion of products containing allegedly contaminated
L-Tryptophan. The Company acquired Schiff(R) Products pursuant to an asset
acquisition transaction in 1989. Schiff(R) Products was a distributor of
L-Tryptophan, but neither the Company nor Schiff(R) Products ever distributed
products that are the subject of the lawsuits. In each lawsuit, the L-Tryptophan
products were shipped by the entity from whom the Company purchased the
trademark Schiff(R) and other assets in 1989. The Company and Schiff(R) Products
have entered into an indemnification agreement (the "Indemnification Agreement")
with Showa Denko America ("SDA"), a U.S. subsidiary of a Japanese Corporation,
Showa Denko, K.K. ("SDK"). Under the

                                       21
<PAGE>
Indemnification Agreement, SDA agreed to assume the defense of all claims
arising out of the ingestion of L-Tryptophan products, pay all legal fees and
indemnify the Company and its affiliates against liability in any action if it
is determined that a proximate cause of the injury sustained by the plaintiff in
the action was a constituent of the raw material sold by SDA to Schiff(R)
Products, or was a factor for which SDA or any of its affiliates was
responsible, except to the extent that action by the Company or Schiff(R)
Products proximately contributed to the injury, and except for certain claims
relating to punitive damages. SDK has posted a revolving irrevocable letter of
credit for the benefit of the indemnified group if SDA is unable or unwilling to
satisfy any claims or judgments. SDK has unconditionally guaranteed the payment
obligations of SDA under the Indemnification Agreement. In management's
judgment, the outcome of this matter will not have a material adverse effect on
the Company's financial position or results of operation.

      In March 1999, the plaintiff's attorney involved in a previously settled
California matter regarding certain of the Company's bar products filed a
lawsuit on behalf of Michael Morelli and an alleged class in the Supreme Court
of the State of New York (New York County) alleging similar unfair competition
and false advertising claims under New York law. In May 1999, the plaintiff's
attorney also filed a lawsuit on behalf of Lisa Fasig and an alleged class in
the Circuit Court of Lee County, Florida alleging similar claims under Florida
law. The Company disputes the allegations and will vigorously oppose the
lawsuits.

      In April 1997, the Company filed a lawsuit in the United States District
Court for the District of Utah (Central Division) for a declaratory judgment
that Pain Free(TM), a joint care product, did not infringe two U.S. patents held
by Nutramax Laboratories, Inc. ("Nutramax") or, in the alternative, declaring
such patents invalid. In June 1997, Nutramax filed a counterclaim against the
Company alleging that the Company was infringing on one or more of Nutramax's
patents. The litigation was transferred to the United States District Court for
the District of Maryland, where Nutramax had previously commenced litigation
alleging that over twenty other entities had also infringed those patents.
Nutramax also filed a lawsuit in Maryland State Court in August 1998 against the
Company and one of its employees alleging breaches of certain claimed
confidentiality obligations. In August 1999, the Company, Nutramax and the other
entities entered into a settlement agreement resolving the litigations. Pursuant
to the terms of the settlement agreement, the defendants made a one-time cash
payment to Nutramax and the defendants are authorized to sell all of the
allegedly infringing products.

      As previously disclosed, the Company was named as a defendant in a lawsuit
in the United States District Court for the Southern District of Florida
alleging that the Company's Pain Free(TM) product infringed upon an alleged
"Pain-Free HP" trademark used by the plaintiff. In April 1999, the parties
entered into a settlement agreement resolving the matter. Pursuant to the terms
of the settlement agreement, the plaintiff and another party received a cash
payment in exchange for an assignment to the Company of all of their rights
relating to Pain Free(TM) and related trademarks.

      The Company has been in discussions with the FTC regarding the Company's
advertising with the Company's PhenCal products. See "Government Regulation"
under Item 1. above for further information.

                                       22
<PAGE>
      The Company is involved in other claims, legal actions and governmental
proceedings that arise from the Company business operations. Although ultimate
liability cannot be determined at the present time, the Company believes that
any liability resulting from these matters, if any, after taking into
consideration the Company's insurance coverage, will not have a material adverse
effect on the Company's financial position or cash flows.

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

      No matter was submitted to the vote of security holders during the fourth
quarter of fiscal 1999.

                                     PART II

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

      In May 1997, the Company completed its initial public equity offering of
6,440,000 shares (includes over-allotment of 840,000 shares) of Class A common
stock, $.01 par value per share, which were issued at $11.00 per share (the
"IPO"). The Company's Class A common stock is traded on the New York Stock
Exchange under the symbol "WNI."

      The high and low closing prices of the Company's Class A common stock for
each quarter of fiscal 1999 and 1998, respectively, are set forth below:

      FISCAL YEAR ENDED MAY 31, 1999:            HIGH        LOW
                                                ------      ------
      First Quarter............................ $17.38      $ 8.81
      Second Quarter...........................  10.75        4.25
      Third Quarter............................   7.50        5.25
      Fourth Quarter...........................   6.50        4.50

      FISCAL YEAR ENDED MAY 31, 1998:
      First Quarter............................ $19.75      $12.25
      Second Quarter...........................  15.25       10.38
      Third Quarter............................  15.13       10.75
      Fourth Quarter...........................  16.13       11.00

      The high and low closing prices of the Company's common stock subsequent
to the IPO through May 31, 1997, were $12.75 and $11.13, respectively.

      The Company paid a quarterly dividend of $0.0375 per share (annual
dividend of $0.15 per share) for fiscal 1999 and 1998, respectively. In
addition, the Company paid a quarterly dividend of $0.0375 per share subsequent
to year end. The dividend was declared to be payable on June 28, 1999 to holders
of all classes of common stock of record at the close of business on June 21,
1999. The Company's Board of Directors will determine dividend policy in the
future based upon, among other things, the Company's results of operations,
financial condition, contractual restrictions and other factors deemed relevant
at the time. In addition, the Company's credit agreement with General Electric
Capital Corporation contains certain customary financial covenants that may
limit the Company's ability to pay dividends on its common stock (See Note 7 to
the Consolidated Financial Statements). Accordingly, there can be no assurance
that the Company will be able to sustain the payment of dividends in the future.

                                      23
<PAGE>
      The closing price of the Company's Class A common stock on August 2, 1999
was $4.75. The approximate number of stockholders of record on August 2, 1999
was 355.

      On July 24, 1998, the Company acquired 100% of the outstanding shares of
Haleko, a corporation organized under the laws of Germany (see Note 2 to
Consolidated Financial Statements). The initial purchase price was comprised of
$25.6 million in cash, 200,000 shares of Class A common stock and up to an $8.4
million contingent earnout agreement tied to future financial performance for
the subsequent three-year period. The securities were not registered under the
Securities Act of 1933, as amended, in reliance under the exemption set forth
under Regulation S. The securities were sold to foreign persons and no offers or
sales were made within the United States.

                                      24
<PAGE>
ITEM 6.  SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

      The following selected consolidated financial data as of, and for the
fiscal years ended May 31, 1995 through May 31, 1999 have been derived from the
Company's consolidated financial statements, which have been audited by Deloitte
& Touche LLP, independent auditors. The financial data should be read in
conjunction with the consolidated financial statements and notes thereto,
included elsewhere in this Annual Report on Form 10-K. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
(Dollars in thousands)                                   FISCAL YEAR ENDED MAY 31,
                                       -------------------------------------------------------------
                                          1995         1996         1997         1998        1999
                                       ---------    ---------    ---------    ---------    ---------
<S>                                    <C>          <C>          <C>          <C>          <C>
INCOME STATEMENT DATA:
 Net sales .........................   $  90,927    $ 186,405    $ 218,566    $ 250,542    $ 335,488
 Cost of goods sold ................      55,411      116,177      136,875      161,334      221,062
                                       ---------    ---------    ---------    ---------    ---------
 Gross profit ......................      35,516       70,228       81,691       89,208      114,426
                                       ---------    ---------    ---------    ---------    ---------
 Operating expenses ................      24,226       41,068       51,745       60,903      104,834
 Plant consolidation & transition ..        --           --           --           --          5,113
 Other inventory related charges ...        --           --           --           --          4,115
 Severance & recruiting charges ....        --           --           --           --          3,062
 Impairment of intangible assets ...        --           --          2,095         --            535
 Management and employee compensa-
  tion charges .....................        --           --         14,495          401          804
                                       ---------    ---------    ---------    ---------    ---------
 Total operating expenses ..........      24,226       41,068       68,335       61,304      118,463
                                       ---------    ---------    ---------    ---------    ---------
 Income (loss) from operations .....      11,290       29,160       13,356       27,904       (4,037)
 Other income (expense):
  Interest, net ....................      (1,079)      (3,736)      (5,791)      (4,219)      (9,550)
  Other ............................         147         (253)        (557)        (671)        (430)
                                       ---------    ---------    ---------    ---------    ---------
      Total ........................        (932)      (3,989)      (6,348)      (4,890)      (9,980)
                                       ---------    ---------    ---------    ---------    ---------
 Income (loss) before income taxes .      10,358       25,171        7,008       23,014      (14,017)
 Provision for income taxes (benefit)      4,266       10,207        2,708        9,010       (5,239)
                                       ---------    ---------    ---------    ---------    ---------
 Net income (loss) .................   $   6,092    $  14,964    $   4,300    $  14,004    $  (8,778)
                                       =========    =========    =========    =========    =========
Weighted average shares
 outstanding, in thousands (1):
 Basic .............................                   17,245       17,866       24,702       24,930
                                                    =========    =========    =========    =========
 Diluted ...........................                   17,245       17,866       25,001       24,930
                                                    =========    =========    =========    =========
Net income (loss) per share (1):
 Basic .............................                $    0.87    $    0.24    $    0.57    $   (0.35)
                                                    =========    =========    =========    =========
 Diluted ...........................                $    0.87    $    0.24    $    0.56    $   (0.35)
                                                    =========    =========    =========    =========
<CAPTION>
                                                                  AT MAY 31,
                                       -------------------------------------------------------------
(In Thousands)                            1995         1996         1997        1998         1999
                                       ---------    ---------    ---------    ---------    ---------
BALANCE SHEET DATA:
Cash and cash equivalents .......      $   2,272    $   1,592    $   1,259    $     684    $   1,926
Working capital (2) .............         25,044       42,605       62,016       85,688       79,001
Total assets ....................         70,048      133,147      168,756      209,740      256,029
Total debt ......................         28,616       68,054       45,094       70,346      115,439
Total stockholders' equity ......         28,100       39,332       92,424      103,136       91,780
</TABLE>

(1) During fiscal 1998, the Company adopted SFAS No. 128, "Earnings Per Share."
Earnings per share amounts for fiscal 1996 and 1997 have been restated to
conform to the requirements of SFAS No. 128.

(2) Working capital at May 31, 1999 excludes $98,654 due GECC in February 2000
under the Company's credit facility (See Note 1 to the Consolidated Financial
Statements). Including such amount, working capital (deficit) amounts to
$(19,653) at May 31, 1999.

                                       25
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

      THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH
THE CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING
ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K. EXCEPT FOR THE HISTORICAL
INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN THIS ANNUAL REPORT
CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, THAT ARE BASED ON MANAGEMENT'S BELIEFS AND ASSUMPTIONS,
CURRENT EXPECTATIONS, ESTIMATES, AND PROJECTIONS. STATEMENTS THAT ARE NOT
HISTORICAL FACTS, INCLUDING WITHOUT LIMITATION STATEMENTS WHICH ARE PRECEDED BY,
FOLLOWED BY OR INCLUDE THE WORDS "BELIEVES," "ANTICIPATES," "PLANS," "EXPECTS,"
"MAY," "SHOULD" OR SIMILAR EXPRESSIONS ARE FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND
THE COMPANY'S CONTROL, AND, THEREFORE, ACTUAL RESULTS MAY DIFFER MATERIALLY. THE
COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

      IMPORTANT FACTORS THAT MAY AFFECT FUTURE RESULTS INCLUDE, BUT ARE NOT
LIMITED TO: COMPLETION OF THE SKU REDUCTION PROGRAM AS ANTICIPATED BY THE
COMPANY, THE COMPANY'S ABILITY TO IMPLEMENT MORE SOPHISTICATED OPERATING SYSTEMS
AND INVENTORY MANAGEMENT PROGRAMS, THE IMPACT OF COMPETITIVE PRODUCTS AND
PRICING, DEPENDENCE ON INDIVIDUAL PRODUCTS, THE REALIZABLE VALUE OF DISCONTINUED
SKUS, MARKET CONDITIONS INCLUDING PRICING, DEMAND FOR PRODUCTS AND THE LEVEL OF
TRADE INVENTORIES, THE SUCCESS OF PRODUCT DEVELOPMENT AND NEW PRODUCT
INTRODUCTIONS INTO THE MARKETPLACE, CHANGES IN LAWS AND REGULATIONS, THE
COMPANY'S ABILITY TO IDENTIFY, RECRUIT AND INTEGRATE KEY MANAGEMENT PERSONNEL,
INCLUDING THE COST AND TIMING THEREOF, LITIGATION AND GOVERNMENT REGULATORY
ACTION, AVAILABILITY OF FUTURE FINANCING, UNCERTAINTY OF MARKET ACCEPTANCE OF
NEW PRODUCTS, RESULTS OF MANAGEMENT'S EVALUATION OF ITS BUSINESS OPERATIONS AND
STRATEGIES, AND OTHER FACTORS DISCUSSED UNDER "FACTORS AFFECTING FUTURE
PERFORMANCE" IN ITEM 1 OF THIS ANNUAL REPORT.

OVERVIEW

      The Company develops, manufactures, markets, distributes and sells branded
and private label vitamins, nutritional supplements and sports nutrition
products in the United States and throughout the world. Net income (loss) for
the years ended May 31, 1999, 1998 and 1997 amounted to $(8.8) million, $14.0
million and $4.3 million, respectively. The Company's fiscal 1999 results were
affected by several strategic initiatives that were initially and/or primarily
implemented during the year. These initiatives included, among others, the
closing of the Company's capsule and tablet manufacturing facility in
California, the refinement of the Company's growth and business strategies
designed to focus on its primary brands and customers, the decision to reduce
active domestic SKUs by over two-thirds, organizational changes and upgrading
management systems (including senior management changes), the elimination of
contract manufacturing where the company does not now have, or does not believe
in the future will have, other business relationships with such contract
manufacturing customers, the expansion of the company's international operations
primarily from the acquisition of Haleko, the introduction of an enhanced
marketing plan resulting in significant increases in selling, marketing and
advertising costs, and certain other initiatives.

                                      26
<PAGE>
      The implementation of these initiatives and the refinement of the
Company's growth and business strategies is an ongoing process. While the focus
of this process is to improve future profitability, no assurance can be given
that decisions made by the Company relating to these initiatives will not
adversely effect the Company's financial condition and results of operations.

      The Company experienced growth in sales over the past three fiscal years.
Net sales were $335.5 million, $250.5 million and $218.6 million for fiscal
1999, 1998 and 1997, respectively. The Company's growth has been a result of
increased demand for the Company's products, including the introduction of new
products, the Company's increased penetration of the growing mass volume retail
distribution channel and the Company's acquisition strategy. In July 1998, the
Company acquired 100% of the outstanding shares of Haleko Hanseatisches
Lebensmittle Kontor GmbH, corporation organized under the laws of Germany
("Haleko"). Haleko is the largest sports nutrition company in Europe. The
Company's acquisition of Haleko resulted in incremental net sales of
approximately $73.4 million (ten months) in fiscal 1999. Haleko had sales of
approximately $69 million for the twelve months ending May 31, 1998.

      Net sales increased 33.9% in fiscal 1999 compared to an increase of 14.6%
in fiscal 1998. The Company's higher growth rate in fiscal 1999, in comparison
to fiscal 1998, resulted primarily from the impact of the Haleko acquisition and
the continued growth in the mass market distribution channel. Overall sales
growth was offset by certain of the strategic initiatives described above,
including, among other decisions, the elimination of approximately two-thirds of
the Company's domestic SKUs during the course of the fiscal year, and the
significant reduction of certain contract manufacturing projects.

      The following table shows selected items as reported and as a percentage
of net sales for the years indicated:
<TABLE>
<CAPTION>
                                     1999                  1998                1997
                             ------------------     -----------------    -----------------
                                                   (dollars in thousands)
<S>                          <C>          <C>       <C>         <C>      <C>         <C>
Net sales ................   $ 335,488    100.0%    $ 250,542   100.0%   $ 218,566   100.0%
Cost of goods
  sold ...................     221,062     65.9       161,334    64.4      136,875    62.6
                             ---------    -----     ---------   -----    ---------   -----
Gross profit .............     114,426     34.1        89,208    35.6       81,691    37.4
                             ---------    -----     ---------   -----    ---------   -----
Operating
  expenses ...............     104,834     31.3        60,903    24.3       51,745    23.7
Plant consolidation &
  transition .............       5,113      1.5          --      --           --      --
Other inventory related
  charges ................       4,115      1.2          --      --           --      --
Severance & recruiting
  charges ................       3,062       .9          --      --           --      --
Management & employee
  compensation
  charges ................         804       .2           401      .2       14,495     6.6
Impairment of
  intangible
  assets .................         535       .2          --      --          2,095     1.0
                             ---------    -----     ---------   -----    ---------   -----
Total operating
  expenses ...............     118,463     35.3        61,304    24.5       68,335    31.3
                             ---------    -----     ---------   -----    ---------   -----
Income (loss) from
  operations .............      (4,037)    (1.2)       27,904    11.1       13,356     6.1
Other expense, net .......       9,980      3.0         4,890     2.0        6,348     2.9
Provision for
  income taxes (benefit) .      (5,239)    (1.6)        9,010     3.5        2,708     1.2
                             ---------    -----     ---------   -----    ---------   -----
Net income (loss) ........   $  (8,778)    (2.6)%   $  14,004     5.6%   $   4,300     2.0%
                             =========    =====     =========   =====    =========   =====
</TABLE>
                                       27
<PAGE>
RESULTS OF OPERATIONS
(FISCAL 1999 COMPARED TO FISCAL 1998)

      NET SALES. Net sales for the year ended May 31, 1999 increased $85.0
million, or 33.9%, to $335.5 million from $250.5 million for the year ended May
31, 1998.

      The following table shows comparative net sales results categorized by
distribution channel as reported and as a percentage of net sales for the
years indicated (dollars in thousands):

                                                   1999               1998
                                             ---------------    ---------------
      Mass volume retailers ...............  $152,046   45.4%   $110,388   44.4%
      Health food retailers & distributors.    56,178   16.7      61,742   24.6
      Health club and gym distributors ....    24,960    7.4      25,853   10.3
      International markets ...............    89,189   26.6      17,295    6.6
      Contract manufacturing ..............     8,474    2.5      30,341   12.1
      Other ...............................     4,641    1.4       4,923    2.0
                                             --------  -----    --------  -----
            Total .........................  $335,488  100.0%   $250,542  100.0%
                                             ========  =====    ========  =====

      Sales to mass volume retailers (including food, drug, mass, club, and
convenience stores) and international markets increased during 1999 compared to
1998. Sales to mass volume retailers increased approximately 37.7% to $152.0
million in 1999 from $110.4 million 1998. The increase in sales to mass volume
retailers resulted primarily from increased penetration of the market and the
sale of new products offset by the effects of the Company's fiscal 1999
strategic initiatives. Sales of Pain Free(TM) amounted to approximately $71
million for the year ended May 31, 1999 compared to $17.9 million for the year
ended May 31, 1998.

      Sales to international markets increased $71.9 million to $89.2 million
for the year ended May 31, 1999 from $17.3 million for the year ended May 31,
1998. The increase in sales to international markets resulted primarily from the
Company's acquisition of Haleko offset by a relatively small decrease in other
international sales volume (resulting primarily from a change in year end for
international operations). Haleko's sales for fiscal 1999 (ten months) amounted
to approximately $73.4 million.

      Overall sales to health food retailers and distributors decreased
approximately 9.0% to $56.2 million for fiscal 1999 compared to $61.7 million
for fiscal 1998. The decrease in sales resulted primarily from the Company's
increased focus on the mass market distribution channel together with certain
individual retailers in the health food distribution channel. Sales to GNC, the
Company's most significant health food retailer, remained relatively constant in
fiscal 1999 compared to fiscal 1998, whereas sales to health food distributors
decreased in fiscal 1999 compared to fiscal 1998.

      Contract manufacturing (private label) sales volume decreased
approximately 72.1% to $8.5 million for the year ended May 31, 1999 from $30.3
million for the year ended May 31, 1998. This reduction is primarily the result
of the Company's decision to limit contract manufacturing business to only those
customers who have, or may in the future have, other business relationships with
the Company. Private label business for customers with whom other business
relationships exist are included in the net sales amounts for the distribution
channel applicable to the customer. Sales to health club and gym distributors
decreased approximately 3.5% to $25.0 million for fiscal 1999 compared to $25.9
million for fiscal 1998. The decrease resulted primarily from reduced volumes
with certain distributors.

      The Company's three largest customers accounted for approximately 43% of
the Company's aggregate net sales for the year ended May 31, 1999 and 41% for
the year ended May 31, 1998.

                                       28
<PAGE>
      GROSS PROFIT. Gross profit increased approximately 28.3% to $114.4 million
in the year ended May 31, 1999 from $89.2 million in the year ended May 31,
1998. Gross profit, as a percentage of net sales, was 34.1% for the year ended
May 31, 1999 compared to 35.6% for the year ended May 31, 1998. The decrease in
the gross profit percentage resulted primarily from inventory charges recognized
due to the Company's SKU reduction program together with associated credits for
returned goods.

      OPERATING EXPENSES. Operating expenses increased approximately 93.2% to
$118.5 million in the year ended May 31, 1999 from $61.3 million in the year
ended May 31, 1998. As discussed previously, the Company initiated several
strategic decisions during fiscal 1999, including, among others, the closing of
its California-based capsule and tablet manufacturing facility, the
implementation of a domestic SKU reduction program, organizational changes and
upgrading management systems, the introduction of a significantly enhanced
selling, marketing and advertising plan, and the expansion of the Company's
international operations. These initiatives, together with the acquisition of
Haleko, general sales growth and increased legal costs, resulted in a
significant increase in total operating expenses.

      Selling and marketing expenses increased approximately 78.6% to $70.1
million in the year ended May 31, 1999 from $39.2 million in the year ended May
31, 1998. Selling and marketing expenses as a percentage of net sales were 20.9%
for the year ended May 31, 1999 compared to 15.7% for the year ended May 31,
1998. The increase in selling and marketing expense resulted primarily from the
Company's acquisition of Haleko and incremental advertising and promotional
costs in support of the Company's brand building strategies. Total selling,
marketing and advertising costs amounted to $49.8 million in fiscal 1999
compared to $24.2 million in fiscal 1998. Incremental selling and marketing
costs resulting from the Haleko acquisition amounted to $18.1 million in fiscal
1999.

      General and administrative expenses, as a percentage of net sales, were
8.0% for the year ended May 31, 1999 compared to 6.2% for the year ended May 31,
1998. The increase resulted primarily from increased legal costs, "Year 2000"
implementation and compliance costs, as well as other costs associated with
information system capabilities and the incremental costs associated with the
acquisition of Haleko.

      OTHER EXPENSE. Other expense, net, amounted to $10.0 million for the year
ended May 31, 1999 compared to $4.9 million for the year ended May 31, 1998. The
net increase of approximately $5.1 million consists primarily of increased
interest costs associated with additional indebtedness incurred in connection
with the acquisition of Haleko as well as a higher overall effective borrowing
rate for fiscal 1999 in comparison to fiscal 1998.

      PROVISION FOR INCOME TAXES. The Company recognized an income tax benefit
for the fiscal year ended May 31, 1999 as a result of its pretax loss. The
Company's overall effective tax rate is higher in fiscal 1999, in comparison to
1998, primarily as a result of a higher effective tax rate associated with
Haleko's operating results. Income taxes (benefit)as a percentage of pre-tax
income, amounted to approximately 37.4% for the year ended May 31, 1999 compared
to 39.2% for the year enced May 31, 1998.

RESULTS OF OPERATIONS
(FISCAL 1998 COMPARED TO FISCAL 1997)

      NET SALES. Net sales increased approximately 14.6% to $250.5 million in
fiscal 1998 from $218.6 million in fiscal 1997. The increase in net sales in
fiscal 1998 resulted primarily from increased sales to mass volume and health
food store retailers and distributors resulting from introduction of new
products, together with smaller sales volume increases in other distribution
channels.

                                       29
<PAGE>
      The following table shows comparative net sales results categorized by
distribution channel as reported and as a percentage of net sales for the
fiscal years indicated (dollars in thousands):

                                                 1998                 1997
                                           ----------------    ----------------
      Mass volume retailers ............   $110,388    44.4%   $ 83,420    38.1%
      Health food retailers &
        distributors ...................     61,742    24.6      48,194    22.1
      Health club and gym
      distributors .....................     25,853    10.3      23,721    10.9
      International markets ............     17,295     6.6      18,790     8.6
      Contract manufacturing ...........     30,341    12.1      38,430    17.6
      Other ............................      4,923     2.0       6,011     2.7
                                           --------   -----    --------   -----
      Total ............................   $250,542   100.0%   $218,566   100.0%
                                           ========   =====    ========   =====

      Sales to mass volume retailers increased approximately 32.3% to $110.4
million in fiscal 1998 from $83.4 million in fiscal 1997. The increase in sales
to mass volume retailers in fiscal 1998 resulted primarily from expanding
distribution to existing accounts through the introduction of new branded
products such as Pain Free(TM) and PhenCal(R). Sales to health food retailers
and distributors increased approximately 28.1% to $61.7 million in fiscal 1998
from $48.2 million in fiscal 1997. The increase in sales to health food
retailers was primarily the result of the introduction of new products under the
Metaform(R) line.

      Contract manufacturing sales volume decreased 21.0% to $30.3 million in
fiscal 1998 from $38.4 million in fiscal 1997. The decrease in sales resulted
primarily from reduced contract manufacturing projects for certain customers.
Sales to international markets decreased approximately 8.0% to $17.3 million in
fiscal 1998 from $18.8 million in fiscal 1997. The decrease in sales to
international markets resulted primarily from lower sales volume in Canada and
the United Kingdom. Sales to other customers decreased approximately 18.1% to
$4.9 million in fiscal 1998 from $6.0 million in fiscal 1997. The decrease in
sales to other customers was primarily attributable to reduced volume with the
military.

      The Company's three largest customers accounted for approximately 41% of
net sales for the year ended May 31, 1998 and 28% for the year ended May 31,
1997.

      GROSS PROFIT. Gross profit increased approximately 9.2% to $89.2 million
in fiscal 1998 from $81.7 million in fiscal 1997. The increase in gross profit
in fiscal 1998 resulted primarily from the increase in sales in fiscal 1998 from
fiscal 1997. Gross margin decreased to 35.6% for fiscal 1998 from 37.4% for
fiscal 1997, primarily as a result of changes in the sales mix and unexpected
delays and start-up costs associated with the opening of the Company's new
manufacturing and distribution facility, which also resulted in higher than
expected levels of outsourced manufacturing.

      OPERATING EXPENSES. Operating expenses, including selling and marketing,
general and administrative and amortization expenses, increased approximately
17.7% to $60.9 million in the year ended May 31, 1998 from $51.7 million in the
year ended May 31, 1997, excluding certain unusual charges in fiscal 1997. In
connection with the Company's initial public offering in May 1997, the Company
recognized a compensation charge totaling approximately $14.5 million ($.4
million in 1998). In addition, the Company recognized an asset impairment charge
of $2.1 million in fiscal 1997 in connection with the adoption of SFAS No. 121.
Including these charges, operating expenses amounted to $68.3 million in fiscal
1997.

                                      30
<PAGE>
      Selling and marketing expenses, including sales, marketing, advertising
and freight costs, increased approximately 19.7% to $39.2 million in fiscal 1998
from $32.8 million in fiscal 1997. The increase in selling and marketing
expenses in fiscal 1998 resulted primarily from increased advertising costs and
personnel required to handle higher volumes of products associated with
increased sales. Selling and marketing expenses as a percentage of net sales
were 15.7% in fiscal 1998 compared to 15.0% in fiscal 1997.

      General and administrative expenses increased approximately 6.3% to $15.5
million in fiscal 1998 from $14.6 million in fiscal 1997. The increase in
general and administrative expenses in fiscal 1998 resulted primarily from
additional personnel and overhead costs associated with increased sales volume,
and increased legal costs, offset in part by reduced provisions for employee
bonuses. General and administrative expenses as a percentage of net sales were
6.2% in fiscal 1998 compared to 6.7% in fiscal 1997.

      The expense for amortization of intangible assets increased approximately
4.4% to $2.2 million for fiscal 1998 from $2.1 million for fiscal 1997. The
increase in amortization of intangible assets resulted primarily from the
acquisition of Science Foods during fiscal 1997. Amortization of intangible
assets expense as a percentage of net sales remained relatively constant.

      OTHER EXPENSE. Other expense decreased approximately 23.0% to $4.9 million
in fiscal 1998 from $6.3 million in fiscal 1997. The decrease in other expense
resulted primarily from a decrease in interest expense of 19.4% to $4.8 million
in fiscal 1998 from $6.0 million in fiscal 1997. Interest expense decreased in
fiscal 1998 primarily as a result of a reduction in the Company's overall
effective interest rate. In addition, other expense, net, decreased as a result
of an increase in interest income in fiscal 1998 resulting from the increase in
interest bearing notes due from officers.

      PROVISION FOR INCOME TAXES. Provision for income taxes increased
approximately 232.7% to $9.0 million in fiscal 1998 from $2.7 million in fiscal
1997. The dollar increase in provision for income taxes resulted primarily from
increased taxable income in fiscal 1998 compared to fiscal 1997. As noted above,
pre-tax earnings in fiscal 1997 were impacted by the one-time compensation
charge of $14.5 million and the adoption of SFAS No. 121 ($2.1 million).
Provision for income taxes as a percentage of pre-tax earnings was 39.2% in
fiscal 1998 compared to 38.6% in fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES

      Concurrent with the Company's IPO in May 1997, the Company entered into an
amended credit agreement (the "Credit Agreement") with GECC. The Credit
Agreement is a $115.0 million (as amended) senior secured, credit facility that
contains customary terms and conditions, including, subject to permitted
amounts, a limitation on the ability of the Company to pay dividends on its
common stock and minimum net worth requirements. The obligations of the Company
under the Credit Agreement are secured by a first priority lien on all owned or
acquired tangible and intangible assets of the Company and a pledge to GECC of
the capital stock of the U.S. subsidiaries of the Company (including the
subsidiary that owns the Company's foreign subsidiaries). Borrowings available
under the Credit Agreement are used for general working capital, to support
capital expenditures and, if necessary, to effect acquisitions. Borrowings under
the Credit Agreement bear interest at floating rates and mature in February
2000. Accordingly, amounts outstanding under the Credit Agreement at May 31,
1999, are included in the current portion of long-term debt. At May 31, 1999,
the Company had $16.3 million of available credit under the Credit Agreement.

                                      31
<PAGE>
      The Company is presently evaluating its financing requirements and has
commenced discussions with its current lender and other banking institutions
regarding a new credit facility and/or other financing alternatives. Management
believes that a new credit facility will be finalized by the end of the
Company's fiscal quarter ending November 30, 1999. Management expects that the
credit facility will be refinanced on a long-term basis.

      The Company's wholly-owned subsidiary, Haleko, consummated a new credit
facility in July 1999. The credit facility essentially eliminated several
smaller lines of credit, and coupled with one other existing line of credit,
provides Haleko with approximately $16.2 million of aggregate borrowing
availability. The credit facilities renew annually. At May 31, 1999, Haleko's
aggregate borrowings amounted to approximately $7.6 million.

      Excluding amounts outstanding under the Credit Agreement with GECC ($98.7
million), the Company had working capital of approximately $79.0 million at May
31, 1999 compared to $85.7 million at May 31, 1998. This decrease resulted
primarily from the assumption of short term debt obligations in connection with
the acquisition of Haleko.

      Inventories increased primarily as a result of the acquisition of Haleko
(approximately $8.9 million), partially offset by results of the Company's SKU
reduction program and other Company strategic initiatives. Other current assets
and other current liabilities increased primarily due to the acquisition of
Haleko.

      During fiscal 1999, the Company's aggregate current and long-term debt
increased approximately $45.1 million to $115.4 million at May 31, 1999
primarily as a result of increased borrowings for the acquisition of Haleko and
the assumption of approximately $14.8 million in Haleko indebtedness.

      The Company expects to fund its long-term capital requirements for the
next twelve months through the use of operating cash flow supplemented as
necessary by borrowings under the Credit Agreement or alternative financing (see
Note 1 to the Consolidated Financial Statements). The Company also from time to
time may evaluate strategic acquisitions as the nutritional supplements industry
continues to consolidate. The funding of future acquisitions, if any, may also
require borrowings under the Credit Agreement and/or other debt financing or the
issuance of additional equity.

      The Company paid a quarterly dividend of $0.0375 per share (annual
dividend of $0.15 per share) for fiscal 1999. In addition, the Company paid a
quarterly dividend of $0.0375 per share subsequent to year end. The dividend was
declared to be payable on June 28, 1999 to holders of all classes of common
stock of record at the close of business on June 21, 1999. The Company's Board
of Directors will determine dividend policy in the future based upon, among
other things, the Company's results of operations, financial condition,
contractual restrictions and other factors deemed relevant at the time. In
addition, the Credit Agreement contains certain customary financial covenants
that may limit the Company's ability to pay dividends on its common stock.
Accordingly, there can be no assurance that the Company will be able to sustain
the payment of dividends in the future.

IMPACT OF INFLATION

      The Company has historically been able to pass inflationary increases for
raw materials and other costs onto its customers through price increases and
anticipates that it will be able to continue to do so in the future.

                                      32
<PAGE>
SEASONALITY

      The Company's business is seasonal, with lower sales typically realized
during the first and second fiscal quarters and higher sales typically realized
during the third and fourth fiscal quarters. The Company believes such
fluctuations in sales are the result of greater marketing and promotional
activities toward the end of each fiscal year, customer buying patterns, and
consumer spending patterns related primarily to the consumers' interest in
achieving personal health and fitness goals after the beginning of each new
calendar year and before the summer fashion season.

      Furthermore, as a result of changes in product sales mix and other
factors, as discussed above, the Company experiences fluctuations in gross
profit and operating margins on a quarter-to-quarter basis.

RECENTLY ISSUED ACCOUNTING STANDARDS

      In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which supersedes SFAS No. 80, "Accounting
for Futures Contracts," SFAS No. 105, "Disclosure of Information About Financial
Instruments with Off-Balance-Sheet Risk and Financial Instruments with
Concentration of Credit Risk," and SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments," and also amends
certain aspects of other SFAS's previously issued. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the balance sheet and measure those instruments at fair
value. SFAS No. 133, as amended by SFAS No. 137, is effective for the Company's
financial statements for the year ending May 31, 2001. The Company does not
expect the impact of SFAS No. 133 to be material in relation to its financial
statements.

YEAR 2000

      In fiscal 1998 the Company initiated a year 2000 compliance project (the
"Year 2000 Project"). The Company identified the Year 2000 Project as a priority
and has allocated resources to it in an effort to minimize the impact of year
2000 date related problems. The Company assigned a senior level manager to
oversee the Year 2000 Project and retained the services of an outside year 2000
consulting firm. The scope of the Year 2000 Project encompasses the Company's
traditional mainframe based application software, its midrange and personal
computing platforms, and its embedded microporocessor systems. Furthermore, the
Company is conducting a year 2000 compliance assessment of those of its
suppliers, distributors and customers, whose relationship, in the Company's
business judgment, is material. The Company's assessment of its year 2000 issues
is substantially complete and the Company made a determination of its critical
and non-critical items.

      The Company's critical items include its JD Edwards accounting and
manufacturing support software and its IBM AS/400 operating system. Each of
these items has been certified by the vendor as year 2000 compliant. The Company
has conducted tests to support these claims.

      Approximately $600,000 has been spent on the substantially completed Year
2000 Project as of May 31, 1999. The Company is also in the process of
evaluating year 2000 compliance by its major business partners, and is in the
process of evaluating and formulating its contingency plans. Included in these
contingency plans are backup power supply systems for computers, facilities and
manufacturing. The Company continues to formulate these contingency plans for
critical issues involving business partners, information processing and its
manufacturing process. Although the Company is undertaking the Year 2000
Project, no assurance can be given that such a program will be able to solve the
year 2000 issues applicable to the Company or that the failure to solve such
issues will not have a material adverse effect on the Company.

                                       33
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      Financial statements and supplementary data for the Company are on the
following pages F-1 through F-24.

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

      None

                                      34
<PAGE>
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      See "Item 1 - Executive Officers" for certain information relating to the
Company's executive officers. See also the Company's Proxy Statement,
incorporated by reference in Part III of this Form 10-K, under the heading
"Directors and Executive Officers of the Registrant."

ITEM 11.  EXECUTIVE COMPENSATION

      See the Company's Proxy Statement, incorporated by references in Part III
of this Form 10-K, under the headings "Executive Compensation" and "Certain
Relationships and Related Party Transactions."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      See the Company's Proxy Statement, incorporated by reference in Part III
of this Form 10-K, under the heading "Security Ownership of Certain Beneficial
Owners and Management."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

      See the Company's Proxy Statement, incorporated by reference in Part III
of this Form 10-K, under the heading "Certain Relationships and Related Party
Transactions."

                                      35
<PAGE>
                                     PART IV

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

(a)   Documents filed as part of this report

      (1) Financial Statements

          See "Item 8. Financial Statements and Supplementary Data" for
          Financial Statements included with this Annual Report on Form 10-K.

      (2) Financial Statement Schedules

          Schedule II - Valuation and Qualifying Accounts

      All other schedules have been omitted because they are not required, not
applicable, or the information is otherwise set forth in the financial
statements or notes thereto.

      (3) Exhibits

2.1   Stock Purchase Agreement, dated July 9, 1998, by and among Weider
      Nutrition Group, Inc. and Wolfgang Brandt and Eberhardt Schluter. (2)
2.2   Amendment Deed to Stock Purchase Agreement, dated July 24, 1998. (2)
2.3   Share Transfer Deed, dated July 24, 1998 1998. (2)
3.1   Amended and Restated Certificate of Incorporation of Weider Nutrition
      International, Inc. (1)
3.2   Amended and Restated Bylaws of Weider Nutrition International, Inc. (1)
4.1   Amended and Restated Credit Agreement dated as of May 6, 1997 among Weider
      Nutrition International, Inc., certain subsidiaries, certain lenders and
      General Electric Capital Corporation. (3)
4.2   First Amendment to Amended and Restated Credit Agreement dated as of
      August 27, 1997 among Weider Nutrition International, Inc.and certain of
      its affiliates and General Electric Capital Corporation and certain other
      lenders. (3)
4.3   Second Amendment to Amended and Restated Credit Agreement dated as of
      February 1998 among Weider Nutrition Internaitonal, Inc. and certain of
      its affiliates and General Electric Capital Corporation and certain other
      lenders.(3)
4.4   Third Amendment to Amended and Restated Credit Agreement dated as of July
      28, 1998 among Weider Nutrition International, Inc. and certain of its
      affiliates and General Electric Capital Corporation and certain other
      lenders. (4)
4.5   Fourth Amendment to Amended and Restated Credit Agreement dated as of
      December 2, 1998 among Weider Nutrition International, Inc. and certain of
      its affiliates and General Electric Capital Corporation and certain other
      lenders. (4)
4.6   Fifth Amendment to Amended and Restated Credit Agreement dated as of
      December 15, 1998 among Weider Nutrition International, Inc. and certain
      of its affiliates and General Electric Capital Corporation and certain
      other lenders. (4)
4.7   Sixth Amendment to Amended and Restated Credit Agreement dated as of March
      4, 1999 among Weider Nutrition International, Inc. and certain of its
      affiliates and General Electric Capital Corporation and certain other
      lenders. (5)
4.8   Seventh Amendment to Amended and Restated Credit Agreement date as of June
      24, 1999 among Weider Nutrition International, Inc. and certain of its
      affiliates and General Electric Capital Corporation and certain other
      lenders.(6)
10.1  Build-To-Suit Lease Agreement, dated March 20, 1996, between SCI
      Development Services Incorporated and Weider Nutrition Group, Inc. (1)
10.2  Agreement by and between Joseph Weider and Weider Health and Fitness (1)
10.3  1997 Equity Participation Plan of Weider Nutrition International, Inc. (1)
10.4  Form of Tax Sharing Agreement by and among Weider Nutrition International,
      Inc. and its subsidiaries and Weider Health and Fitness and its
      subsidiaries (1)
10.5  Form of Employment Agreement between Weider Nutrition International, Inc.
      and Richard B. Bizzaro (1)
10.6  Form of Employment Agreement between Weider Nutrition International, Inc.
      and Robert K. Reynolds (1)
10.7  Form of Senior Executive Employment Agreement between Weider Nutrition
      International, Inc. and certain senior executives of the Company (1)
10.8  Advertising Agreement between Weider Nutrition International, Inc. and
      Weider Publications, Inc.(1)

                                       36
<PAGE>
10.9  Amended and Restated Shareholders Agreement between Weider Health and
      Fitness and Hornchurch Investments Limited (1)
10.10 Amended and Restated Shareholders Agreement between Weider Health and
      Fitness, Bayonne Settlement and Ronald Corey(1)
10.11 Indemnification Agreement between Weider Nutrition Group, Inc. And Showa
      Denko America (1)
10.12 License Agreement between Mariz Gestao E Investmentos Limitada and Weider
      Nutrition Group Limited (1)
10.13 Form of Employment Agreement between Weider Nutrition International, Inc.
      and Bruce J. Wood. (6)
21    Subsidiaries of Weider Nutrition International, Inc.(6)
23.1  Independent Auditors' Consent (6)
27.1  FINANCIAL DATA SCHEDULE SUMMARY (6)
----  -------------------------------------
(1)   Filed as an Exhibit to the Company's Registration Statement on Form S-1
      (File No.333-12929)and incorporated herein by reference.
(2)   Previously filed in the Company's Current Report on Form 8-K dated as of
      July 24, 1998 and incorporated herein by reference.
(3)   Previously filed in the Company's Current Report on Form 10-Q dated as of
      October 14, 1998 and incorporated herein by reference.
(4)   Previously filed in the Company's Current Report on Form 10-Q dated as of
      January 14, 1999 and incorporated herein by reference.
(5)   Previously filed in the Company's Current Report on Form 10-Q dated as of
      April 6, 1999 and incorporated herein by reference.
(6)   FILED HEREWITH.
----  -------------------------------------
(b)   Reports on Form 8-K

            No report on Form 8-K was filed during the fourth quarter of fiscal
            1999.

(c)   Item 601 Exhibits

            The exhibits required by Item 601 of Regulation S-K are set forth in
            (a) (3) above.

(d)   Financial Statement Schedules
            The financial statement schedules required by Regulation S-K are set
            forth in (a) (2) above.

                                       37
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                    Weider Nutrition International, Inc.


Dated: August 30, 1999              By: /S/ BRUCE J. WOOD
                                            Bruce J. Wood
                                            Chief Executive Officer
                                            and President

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

            NAME                    TITLE                      DATE


/S/ ERIC WEIDER               Chairman of the Board            August 30, 1999
                              and Director


/S/ BRUCE J. WOOD             Chief Executive Officer,         August 30, 1999
                              President and Director
                              (Principal Executive Officer)

/S/ JOSEPH W. BATY            Senior Vice President,           August 30, 1999
                              Finance (Principal Financial
                              Accounting Officer)

/S/ RONALD L. COREY           Director                         August 30, 1999


/S/ ROGER H. KIMMEL           Director                         August 30, 1999


/S/ GEORGE F. LENGVARI        Director                         August 30, 1999


/S/ DONALD G. DRAPKIN         Director                         August 30, 1999


/S/ GLENN W. SCHAEFFER        Director                         August 30, 1999


/S/ DAVID J. GUSTIN           Director                         August 30, 1999

                                       38
<PAGE>
                      WEIDER NUTRITION INTERNATIONAL, INC.

                    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors' Report................................................ F-2

Consolidated Balance Sheets at May 31, 1999 and 1998........................ F-3

Consolidated Statements of Operations, Years Ended
May 31, 1999, 1998 and 1997................................................. F-4

Consolidated Statements of Stockholders' Equity,
Years Ended May 31, 1999, 1998 and 1997..................................... F-5

Consolidated Statements of Cash Flows, Years
Ended May 31, 1999, 1998 and 1997........................................... F-6

Notes to Consolidated Financial Statements.................................. F-8

                                       F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Weider Nutrition International, Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Weider Nutrition
International, Inc. and subsidiaries (collectively, the "Company") as of May 31,
1999 and 1998, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended May 31, 1999. These 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the 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 Weider Nutrition International,
Inc. and subsidiaries at May 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
May 31, 1999 in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP


Salt Lake City, Utah
August 13, 1999

                                       F-2
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 1999 AND 1998
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ASSETS
                                                                 1999           1998
                                                               ---------     ---------
<S>                                                            <C>           <C>
Current assets:
  Cash and cash equivalents ...............................    $   1,926     $     684
  Receivables (Note 3) ....................................       60,524        55,204
  Inventories (Note 4) ....................................       63,658        60,523
  Prepaid expenses and other ..............................        4,712         3,193
  Deferred taxes (Note 8) .................................        7,387         3,896
                                                               ---------     ---------
      Total current assets ................................      138,207       123,500
                                                               ---------     ---------
Property and equipment, net (Note 5) ......................       48,872        41,962
                                                               ---------     ---------
Other assets:
  Intangible assets, net (Note 6) .........................       51,980        24,392
  Deposits and other assets ...............................       12,806        14,668
  Notes receivable related to
    stock performance units (Note 9) ......................        4,164         3,987
  Deferred taxes (Note 8) .................................         --           1,231
                                                               ---------     ---------
      Total other assets ..................................       68,950        44,278
                                                               ---------     ---------
            Total assets ..................................    $ 256,029     $ 209,740
                                                               =========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable ........................................    $  25,492     $  26,359
  Accrued expenses ........................................       18,406         6,432
  Earnout amounts payable (Note 2) ........................        3,246          --
  Current portion of long-term debt (Note 7) ..............      110,716         1,554
  Income taxes payable ....................................         --           3,467
                                                               ---------     ---------
      Total current liabilities ...........................      157,860        37,812
                                                               ---------     ---------
Long-term debt (Note 7) ...................................        4,723        68,792
                                                               ---------     ---------
Deferred taxes (Note 8) ...................................        1,666          --
                                                               ---------     ---------
Commitments and contingencies (Notes 2, 9, 10 and 11)

Stockholders' equity:
  Preferred stock, par value $.01 per share; shares
    authorized-10,000,000; no shares issued and outstanding         --            --
  Class A common stock, par value $.01 per share; shares
    authorized-50,000,000; shares issued and
    outstanding-9,334,036 (1999) and 9,048,349 (1998) .....           93            91
  Class B common stock, par value $.01 per share; shares
    authorized-25,000,000; shares issued and
    outstanding-15,687,432 (1999 and 1998) ................          157           157
  Additional paid-in capital ..............................       82,985        79,671
  Other accumulated comprehensive loss ....................       (2,331)         (165)
  Retained earnings .......................................       10,876        23,382

      Total stockholders' equity ..........................       91,780       103,136
                                                               ---------     ---------
            Total liabilities and stockholders' equity ....    $ 256,029     $ 209,740
                                                               =========     =========
</TABLE>
                 See notes to consolidated financial statements.

                                       F-3
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED MAY 31, 1999, 1998 AND 1997
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                            1999             1998             1997
                                        ------------     ------------     ------------
<S>                                     <C>              <C>              <C>
Net sales ..........................    $    335,488     $    250,542     $    218,566

Cost of goods sold .................         221,062          161,334          136,875
                                        ------------     ------------     ------------
Gross profit .......................         114,426           89,208           81,691
                                        ------------     ------------     ------------
Operating expenses:
  Selling and marketing ............          70,072           39,230           32,776
  General and administrative .......          26,895           15,515           14,594
  Research and development .........           4,629            3,983            2,291
  Amortization of intangible assets            3,238            2,175            2,084
  Plant consolidation and transition           5,113             --               --
  Other inventory related charges ..           4,115             --               --
  Severance and recruiting charges .           3,062             --               --
  Asset impairment costs ...........             535             --              2,095
  Management and employee
    compensation charges ...........             804              401           14,495
                                        ------------     ------------     ------------
           Total operating expenses          118,463           61,304           68,335
                                        ------------     ------------     ------------
Income (loss) from operations ......          (4,037)          27,904           13,356
                                        ------------     ------------     ------------
Other income (expense):
  Interest income ..................             629              599              187
  Interest expense .................         (10,179)          (4,818)          (5,978)
  Other ............................            (430)            (671)            (557)
                                        ------------     ------------     ------------
           Total other expense, net           (9,980)          (4,890)          (6,348)
                                        ------------     ------------     ------------
Income (loss) before income taxes ..         (14,017)          23,014            7,008

Provision for income taxes (benefit)          (5,239)           9,010            2,708
                                        ------------     ------------     ------------
Net income (loss) ..................    $     (8,778)    $     14,004     $      4,300
                                        ============     ============     ============
Weighted average shares outstanding:
  Basic ............................      24,930,272       24,702,283       17,866,157
  Diluted ..........................      24,930,272       25,000,616       17,866,157

Net income (loss) per share:
  Basic ............................    $      (0.35)    $       0.57     $       0.24
                                        ============     ============     ============
  Diluted ..........................    $      (0.35)    $       0.56     $       0.24
                                        ============     ============     ============
</TABLE>
                 See notes to consolidated financial statements.

                                       F-4
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED MAY 31, 1999, 1998 AND 1997
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                            OTHER
                                   CLASS A    CLASS B    ADDITIONAL      ACCUMULATED
                                   COMMON     COMMON      PAID-IN       COMPREHENSIVE     RETAINED
                                    STOCK      STOCK      CAPITAL           LOSS          EARNINGS       TOTAL
                                   -------    -------    ----------     -------------     --------     ---------
<S>                                <C>        <C>        <C>            <C>               <C>          <C>
Balance at June 1, 1996 .......    $    16    $   157    $    4,308     $      --         $ 34,851     $  39,332

 Comprehensive income:
  Net income ..................       --         --            --              --            4,300         4,300
  Foreign currency translation
    adjustments ...............       --         --            --                (177)        --            (177)
                                                                                                       ---------
           Total comprehensive
            income                                                                                         4,123
  Distributions to WHF ........       --         --            --                --        (26,068)      (26,068)
  Initial public offering of
    common stock ..............         64       --          63,817              --           --          63,881
  Issuance of stock in
    connection with
    performance units and in
    connection with equity
    plan (Note 9) .............         10       --          11,146              --           --          11,156
                                   -------    -------    ----------     -------------     --------     ---------
Balance at May 31, 1997 .......         90        157        79,271              (177)      13,083        92,424

Comprehensive income:
  Net income ..................       --         --            --                --         14,004        14,004
  Foreign currency translation
    adjustments ...............       --         --            --                  12         --              12
                                                                                                       ---------
           Total comprehensive
            income                                                                                        14,016
  Issuance of stock in
    connection with
    performance units (Note 9)           1       --             400              --           --             401
  Dividends paid on common
    stock .....................       --         --            --                --         (3,705)       (3,705)
                                   -------    -------    ----------     -------------     --------     ---------
Balance at May 31, 1998 .......         91        157        79,671              (165)      23,382       103,136

Comprehensive loss:
  Net loss ....................       --         --            --                --         (8,778)       (8,778)
  Available-for-sale securities
    valuation adjustment ......       --         --            --              (1,691)        --          (1,691)
  Foreign currency translation
    adjustments ...............       --         --            --                (475)        --            (475)
                                                                                                       ---------
           Total comprehensive
            loss                                                                                         (10,944)
  Issuance of stock in
    connection with
    acquisition (Note 2) ......          1       --           2,599              --           --           2,600
  Issuance of stock in
    connection with
    performance units (Note 9)           1       --             803              --           --             804
  Tax loss from performance
    units .....................       --         --            (226)             --           --            (226)
  Stock options exercised .....       --         --             138              --           --             138
  Dividends paid on common
    stock .....................       --         --            --                --         (3,728)       (3,728)
                                   -------    -------    ----------     -------------     --------     ---------
Balance at May 31, 1999 .......    $    93    $   157    $   82,985     $      (2,331)    $ 10,876     $  91,780
                                   =======    =======    ==========     =============     ========     =========
</TABLE>
                 See notes to consolidated financial statements.

                                       F-5
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED MAY 31, 1999, 1998 AND 1997
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                     1999         1998         1997
                                                   --------     --------     --------
<S>                                                <C>          <C>          <C>
Cash flows from operating activities:
  Net income (loss) ...........................    $ (8,778)    $ 14,004     $  4,300

  Adjustments to reconcile net income (loss)
    to net cash provided by (used in)
    operating activities:
      Provision for bad debts .................       1,094          273          151
      Deferred taxes ..........................      (2,916)         (57)      (1,862)
      Depreciation, amortization, and
        asset impairment ......................      14,135        7,996        8,050
      Management and employee stock
        compensation charges ..................         804          401       11,156
      Tax loss from performance units .........        (226)        --           --
      Changes in operating assets and
        liabilities-net of assets acquired:
             Receivables ......................       5,362       (8,805)     (11,341)
             Inventories ......................       6,531      (19,741)      (2,509)
             Prepaid expenses and other .......        (694)        (564)       2,180
             Deposits and other assets ........       6,878       (4,804)      (3,187)
             Accounts payable .................      (3,971)       3,632        2,812
             Other current liabilities ........      (3,386)       1,388          (71)
                                                   --------     --------     --------
      Net cash provided by (used in)
        operating activities ..................      14,833       (6,277)       9,679
                                                   --------     --------     --------
Cash flows from investing activities:
  Purchase of available-for-sale securities ...      (4,998)        --           --
  Purchase of property and equipment ..........     (11,409)     (11,870)     (17,400)
  Proceeds from disposition of property
    and equipment .............................       1,040         --           --
  Increase in notes receivable ................        (177)      (3,987)        --
  Purchase of intangible assets ...............      (1,050)        --         (1,699)
  Purchase of companies, net of cash acquired .     (24,326)        --         (5,082)
                                                   --------     --------     --------
      Net cash used in investing activities ...     (40,920)     (15,857)     (24,181)
                                                   --------     --------     --------
Cash flows from financing activities:
  Issuance of common stock ....................         138         --         63,881
  Dividends paid ..............................      (3,728)      (3,705)        --
  Proceeds from long-term debt ................      33,757       27,438       40,647
  Payments on long-term debt ..................      (3,174)      (2,186)     (60,367)
  Distributions to WHF ........................        --           --        (26,068)
  Net change in payable to WHF ................        --           --         (3,747)
                                                   --------     --------     --------
      Net cash provided by financing activities      26,993       21,547       14,346
                                                   --------     --------     --------
Effect of exchange rate changes on cash .......         336           12         (177)
                                                   --------     --------     --------
Increase (decrease) in cash and cash
  equivalents .................................       1,242         (575)        (333)

Cash and cash equivalents, beginning of year ..         684        1,259        1,592
                                                   --------     --------     --------
Cash and cash equivalents, end of year ........    $  1,926     $    684     $  1,259
                                                   ========     ========     ========
</TABLE>
                 See notes to consolidated financial statements.

                                       F-6
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED MAY 31, 1999, 1998 AND 1997
                             (DOLLARS IN THOUSANDS)

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:

                                                1999         1998         1997
                                               -------      -------      -------
  Cash paid during the year for:
    Interest ............................       $8,238       $4,930       $5,721
    Income taxes (net of refunds) .......          276        4,792        5,185

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

  In connection with the acquisitions of net assets from other companies (see
Note 2), the Company assumed liabilities as follows:

                                                1999         1998         1997
                                              --------       -----      -------
  Fair value of assets acquired ........      $ 39,378       $  --      $ 4,471
  Cost in excess of fair value of
    net assets acquired ................        20,440          --        4,017
  Cash paid, net of cash acquired ......       (24,311)         --       (5,082)
  Stock issued .........................        (2,600)         --         --
  Debt and liabilities issued ..........        (4,900)         --       (1,837)
                                              --------       -----      -------

  Liabilities assumed ..................      $ 28,007       $  --      $ 1,569
                                              ========       =====      =======

  Note:  There were no acquisitions consummated during fiscal 1998.

  Intangible assets (goodwill) increased by a net amount of $2,472 for fiscal
1999 due to acquisition related adjustments.
                                                                     (Concluded)

                 See notes to consolidated financial statements.

                                       F-7
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED MAY 31, 1999, 1998 AND 1997
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

1.    SIGNIFICANT ACCOUNTING POLICIES

      PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of Weider Nutrition International, Inc. and its wholly-owned
subsidiaries (collectively, the "Company"). The Company is a majority-owned
subsidiary of Weider Health and Fitness ("WHF"). All significant intercompany
accounts and transactions have been eliminated.

      INITIAL PUBLIC OFFERING--Effective May 1, 1997, the Company consummated an
initial public offering of its Class A common stock (the "IPO"). A total of
6,440,000 shares were sold to the public at $11 per share. The net proceeds to
the Company from the IPO amounted to approximately $63.9 million (after
underwriters' discounts of $5.0 million and offering costs of $2.0 million). The
net proceeds were used to pay a one-time distribution of $18.3 million to WHF
and to pay down long-term debt.

      Prior to the IPO, the Board of Directors (the "Board") authorized a stock
split of all issued and outstanding common shares at the rate of 14,428.9 for 1,
which increased the number of issued and outstanding Class A common shares from
1,195.17 to 17,245,036. The Board authorized the Company to issue shares of
Class B common stock to WHF in exchange for its Class A holdings. A total of
15,687,432 shares of Class B common stock were issued to WHF. Each holder of
Class B common stock is entitled to ten votes per share on all matters presented
to a vote of stockholders, including the election of directors.

      DESCRIPTION OF BUSINESS--The Company develops, manufactures, markets,
distributes and sells branded and private label vitamins, nutritional
supplements and sports nutrition products. The Company offers a broad range of
capsules and tablets, powdered drink mixes, bottled beverages and nutrition
bars. The Company markets its branded products through several distribution
channels, including mass volume retailers, health foods stores, health clubs and
gyms, and international markets.

      CREDIT FACILITY-The Company's credit facility with General Electric
Capital Corporation ("GECC") matures in February 2000. Accordingly, the amounts
outstanding under the credit facility at May 31, 1999 ($98.7 million) are
included in the current portion of long-term debt (Note 7).

      The Company is presently evaluating its financing requirements and has
commenced discussions with its current lender and other banking institutions
regarding a new credit facility and/or other financing alternatives. Management
believes that a new credit facility will be finalized by the end of the
Company's fiscal quarter ending November 30, 1999. Management expects that the
credit facility will be refinanced on a long-term basis.

                                       F-8
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

      USE OF ESTIMATES AND ASSUMPTIONS IN PREPARING FINANCIAL STATEMENTS--The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of sales and expenses during the reporting period. Such
estimates include, among others, the allowance for doubtful accounts, the
allowance for sales returns, and the accrual for pending litigation costs.
Actual results could differ from the estimates.

      CASH EQUIVALENTS--Cash equivalents include highly liquid investments with
an original maturity of three months or less.

      INVENTORIES--Inventories are stated at the lower of cost (on a first-in,
first-out basis) or market.

      BARTER TRANSACTIONS-The Company enters into barter transactions and
accounts for such transactions at the lower of the net realizable value of the
inventory or the barter credits. During the fourth quarter of fiscal 1998, the
Company entered into a barter transaction whereby inventories in the amount of
$4.5 million, at cost, were exchanged for cash of $0.4 million and advertising
credits of $4.1 million. The Company expects to utilize the capitalized barter
credits over a three-year period. Capitalized barter credits amounted to $2,742
at May 31, 1999. The advertising credits do not have an expiration date.

      INVESTMENT IN AVAILABLE-FOR-SALE SECURITIES--During fiscal 1999, the
Company invested in certain "available-for-sale" equity securities with an
original cost of $4,998. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 115, these securities are recorded at fair value with the
accompanying unrealized holding gains (losses), net of income tax effects,
included as a separate component of stockholders' equity. At May 31, 1999,
unrealized losses of $2,818, net of income tax benefits of $1,127, were included
in other accumulated comprehensive loss in the accompanying financial
statements.

      PROPERTY AND EQUIPMENT--Property and equipment are stated at cost less
accumulated depreciation. Depreciation and amortization expense was $7,708
(1999), $5,667 (1998) and $3,871 (1997), computed primarily using the
straight-line method over the estimated useful lives of 31 to 50 years for
buildings, 2 to 10 years for furniture and equipment and 3 to 16 years for
leasehold improvements.

      INTANGIBLE ASSETS--Intangible assets are stated at cost and amortized
using the straight-line method over the estimated useful lives of the assets as
follows:

      Cost in excess of fair value of net assets acquired         10-35 years
      Patents and trademarks                                      10-20 years
      Noncompete agreements                                           5 years

                                       F-9
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

      The Company evaluates the economic factors for determining requisite
recovery periods for certain intangible assets on a case-by-case basis.

      LONG-LIVED ASSETS--Impairment of long-lived assets is determined in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and of Long-Lived Assets to be Disposed Of." The Company evaluates the
carrying value of long-term assets based upon current and anticipated
undiscounted cash flows, and recognizes an impairment when such estimated cash
flows will be less than the carrying value of the asset. Measurement of the
amount of impairment, if any, is based upon the difference between carrying
value and fair value. The Company recognized asset impairments in the amount of
$535 and $2,095 in fiscal 1999 and 1997, respectively.

      INCOME TAXES--Prior to the Company's IPO, the Company filed consolidated
returns with WHF for Federal and, where appropriate, state income tax purposes.
For financial statement purposes, the Company provided for income taxes as if it
was filing separate tax returns. Effective May 1, 1997, the Company files
separate Federal income tax returns. Accordingly, the Company records in its
balance sheet deferred income tax liabilities and assets for temporary
differences in the basis of assets and liabilities as reported for financial
statement purposes and income tax purposes.

      NET SALES--The Company recognizes sales upon shipment of a product to a
customer. Allowances are made for uncollectible accounts and future credits. The
Company's three largest customers accounted for approximately 43%, 41% and 28%,
respectively, of net sales in fiscal 1999, 1998 and 1997. At May 31, 1999 and
1998, amounts due from these customers represented approximately 42% and 45%,
respectively, of total trade accounts receivable.

      OTHER OPERATING EXPENSES-The Company's fiscal 1999 results were affected
by several strategic initiatives that were initially and/or primarily
implemented during the year. These initiatives included, among others, the
closing of the Company's capsule and tablet manufacturing facility in
California, the decision to reduce active domestic SKUs by over two-thirds,
organizational changes and upgrading management systems (including senior
management changes) and certain other initiatives. The Company recognized
certain charges associated with these initiatives that are included in the
accompanying statement of operations for fiscal 1999.

      STOCK-BASED COMPENSATION--In October 1995, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 123, "Accounting for Stock-Based
Compensation", which became effective for the Company beginning June 1, 1997.
SFAS No. 123 requires expanded disclosures of stock-based compensation
arrangements with employees.  The Company decided to disclose the effect of SFAS
No. 123 on a pro forma basis and to continue to follow Accounting Principles
Board ("APB") Opinion No. 25 (as permitted by SFAS No. 123) as it relates to
stock based compensation.  Accordingly, the appropriate required disclosure of
the effects of SFAS No. 123 are included in Note 9.

                                      F-10
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

      OTHER COMPREHENSIVE INCOME (LOSS)--During fiscal 1999, the Company adopted
SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes
standards for reporting and display of comprehensive income (loss) and its
components (revenues, expenses, gains, and losses) in a full set of general
purpose financial statements. SFAS No. 130 requires that an enterprise (a)
classify items of other comprehensive income (loss) by their nature in a
financial statement and (b) display the accumulated balance of other
comprehensive income (loss) separately from retained earnings and additional
paid-in-capital in the equity section of the balance sheet.

      NET INCOME (LOSS) PER SHARE--During fiscal 1998, the Company adopted SFAS
No. 128, "Earnings Per Share." SFAS No. 128 establishes new standards for
computing and presenting net income (loss) per share. Net income (loss) per
share is computed by both the basic and diluted methods. Basic income (loss) per
share is computed using the weighted average number of common shares
outstanding. Diluted income (loss) per share is computed using the weighted
average number of common shares and potentially diluted common shares
outstanding during the period. Potentially dilutive common shares consist of
common stock options and performance units (Note 9). Common stock options and
performance units were antidilutive during fiscal 1999 and, accordingly, were
not included in the computation of diluted net loss per share.

      FINANCIAL INSTRUMENTS--The Company's financial instruments, when valued
using market interest rates, would not be materially different from the amounts
presented in the consolidated financial statements.

      FOREIGN CURRENCY TRANSLATION-The Company considers local currency as the
functional currency for its foreign operations. All assets and liabilities are
translated at period-end exchange rates and all income statement amounts are
translated at an average of month-end rates.

      RECENTLY ISSUED ACCOUNTING STANDARDS--In June 1998, the FASB issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," which
supersedes SFAS No. 80, "Accounting for Futures Contracts," SFAS No. 105,
"Disclosure of Information About Financial Instruments with Off-Balance-Sheet
Risk and Financial Instruments with Concentration of Credit Risk," and SFAS No.
119, "Disclosures about Derivative Financial Instruments and Fair Value of
Financial Instruments," and also amends certain aspects of other SFAS's
previously issued. SFAS No. 133 establishes accounting and reporting standards
for derivative instruments and hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value. SFAS No. 133, as amended by SFAS
No. 137, is effective for the Company's financial statements for the year ending
May 31, 2001. The Company does not expect the impact of SFAS No. 133 to be
material in relation to its financial statements.

      RECLASSIFICATIONS--Certain amounts in prior year financial statements have
been reclassified to conform with the current year presentation.

                                      F-11
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

2.    ACQUISITIONS

      In July 1998, the Company acquired 100% of the outstanding shares of
Haleko Hanseatisches Lebensmittel Kontor GmbH, a corporation organized under the
laws of Germany ("Haleko"). The initial purchase price was comprised of $25.6
million in cash, 200,000 shares of Class A common stock, and up to an $8.4
million contingent earnout agreement tied to future financial performance for
the subsequent three-year period. In addition, $14.8 million in debt was assumed
and $4.9 million in acquisition-related capital costs were recognized. The cash
portion of the purchase price, together with the other acquisition related
costs, were financed with funds available under the Company's credit facility.

      The acquisition was accounted for as a purchase transaction. The initial
excess of the purchase price over the estimated fair value of the acquired net
assets (approximately $20.4 million) was recorded as goodwill which is being
amortized over 35 years. At May 31, 1999, the Company recognized approximately
$3,246 of the earnout agreement based on Haleko's financial performance for
fiscal 1999. This amount was recorded as additional goodwill and will be
amortized over approximately 34 years. The approximate $3,246 earnout payment is
included as a current liability in the accompanying consolidated balance sheets
at May 31, 1999.

      The following unaudited pro forma results of operations of the Company
give the approximate effect to the acquisition of Haleko as though the
transaction has occurred on June 1, 1997.

                                                          YEAR ENDED MAY 31,
                                                      --------------------------
                                                         1999             1998
                                                      ----------        --------
Net sales ....................................        $ 347,529         $319,683
Income (loss) from operations ................           (3,464)          31,264
Net income (loss) ............................           (8,704)          14,329
Diluted income (loss) per share ..............            (0.35)            0.57

      In January 1997, the Company acquired the net assets of Science Foods,
Inc., a competing sports nutrition beverage manufacturer, for $3,900 in cash
plus the assumption of $700 in debt. The Company accounted for this acquisition
as a purchase and recognized goodwill of $3,165 which is being amortized over 35
years. Results of operations have been included since January 1, 1997.

      In September 1996, the Company acquired certain assets and international
distribution rights from a related party in Canada for $4,000. The purchase of
these assets was accounted for at their historical cost of $25 and the results
of operations have been included since September 1, 1996. Included in
distributions to WHF is an amount of $3,975 representing the difference between
the purchase price and historical cost.

      In September 1996, the Company acquired trademarks and nutritional
supplement operations providing distribution capabilities in primarily Spain and
Portugal for $3,427. Of the $3,427, $2,650 was paid to an affiliate of which
$1,350 represents an amount in excess of historical cost that is accounted for
as a distribution to WHF. Results of operations have been included since
September 1, 1996.

                                      F-12
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

3.    RECEIVABLES

      Receivables consist of the following at May 31:

                                                   1999              1998
                                                ---------         ---------
      Trade accounts........................    $  59,389         $  54,164
      Income taxes..........................        2,195             --
      Other.................................        1,168             1,331
                                                ---------         ---------
                                                   62,752            55,495
      Less allowance for doubtful accounts..       (2,228)             (291)
                                                ---------         ---------
             Total..........................    $  60,524         $  55,204
                                                =========         =========

4.    INVENTORIES

      Inventories consist of the following at May 31:

                                                   1999              1998
                                                ---------         ---------
      Raw materials.........................    $  24,364         $  23,226
      Work in process.......................        3,364             3,613
      Finished goods........................       35,930            33,684
                                                ---------         ---------
                  Total.....................    $  63,658         $  60,523
                                                =========         =========

      Inventory totaling $4,000 ($5,900 in 1998), primarily consisting of two
raw materials, is included as a long-term asset in deposits and other assets in
the accompanying balance sheets. The Company expects to consume these raw
materials subsequent to fiscal 2000.

5.    PROPERTY AND EQUIPMENT

      Property and equipment consists of the following at May 31:

                                                   1999              1998
                                                  -------           -------
      Land..................................      $ 1,679           $ 1,679
      Buildings.............................       12,343             7,245
      Furniture and equipment...............       40,528            32,501
      Leasehold improvements................       11,005            12,607
      Construction in progress..............        1,087             3,126
                                                  -------           --------
                                                   66,642            57,158
      Less accumulated depreciation
        and amortization....................      (17,770)          (15,196)
                                                  -------           -------
                  Total.....................      $48,872           $41,962
                                                  =======           =======

                                      F-13
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

6.    INTANGIBLE ASSETS

      Intangible assets consist of the following at May 31:

                                                       1999          1998
                                                      -------       -------
      Cost in excess of fair value
        of net assets acquired.....................   $53,706       $28,685
      Patents and trademarks.......................    10,452         4,933
      Noncompete agreements........................       209           214
                                                      -------       -------
                                                       64,367        33,832

      Less accumulated amortization................   (12,387)       (9,440)
                                                      -------       -------

                  Total............................   $51,980       $24,392
                                                      =======       =======

7.    LONG-TERM DEBT

      Long-term debt consists of the following at May 31:

                                                       1999          1998
                                                      -------       -------
      Advances under a $115,000 (see below)
        revolving line of credit bearing
        interest at floating rates
        (8.21% to 9.50% at May 31, 1999),
        due February 2000..........................   $ 98,654      $65,250

      Advances under multiple secured revolving
        lines of credit totaling approximately
        $13,100 (see below) bearing interest at
        various rates ranging from 4.00% to 7.25%..      7,604         --

      Short term notes payable to original Haleko
        stockholders bearing interest at 6.75%,
        subsequently paid in full in July 1999.....      2,705         --

      Notes payable arising from the acquisition
        of Haleko bearing interest at various
        rates ranging from 5.50% to 7.00%,
        due 2001 and 2002..........................      2,556         --

      Mortgage loan, due in monthly installments,
        bearing interest at 7-5/8%, due
        February 2009..............................      2,755        2,871

      Notes payable arising from other previous
        acquisitions...............................        707        1,122

      Other........................................        458        1,103
                                                      --------      -------
            Total..................................    115,439       70,346

            Less current portion...................   (110,716)      (1,554)
                                                      --------      -------
            Long-term portion......................   $  4,723      $68,792
                                                      ========      =======

                                      F-14
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

      As of May 31, 1999, future payments of long-term debt are presently due as
follows (see Note 1): $110,716 (2000), $1,313 (2001), $810 (2002), $188 (2003),
$204 (2004), and $2,208 thereafter.

      Subsequent to May 31, 1999, Haleko consolidated its revolving lines of
credit into two credit facilities with aggregate borrowing availability of
approximately $16.2 million. The credit facilities mature in July 2000.

      Concurrent with the Company's IPO, the Company entered into a credit
agreement (the "Credit Agreement") with GECC. The Credit Agreement is a senior
secured credit facility that contains limitation on the ability of the Company
to pay dividends on the common stock and minimum net worth requirements. The
obligations of the Company under the Credit Agreement are secured by a first
priority lien on all owned or acquired capital stock of the U.S. subsidiaries of
the Company (including the subsidiary that owns the Company's foreign
subsidiaries). Borrowings available under the Credit Agreement are used for
general working capital needs and to support capital expenditures and, if
necessary, to effect acquisitions. Subsequent to, but effective at May 31, 1999,
the Credit Agreement was amended whereby the size of the credit facility was
reduced to $115,000 (from $130,000). At May 31, 1999, the Company has
approximately $16.3 million of available credit under the Credit Agreement.

8.    INCOME TAXES

      The components of income tax expense (benefit) consist of the following
for the years ended May 31:
                                                 1999      1998      1997
                                               -------   -------    -------
      Federal:
        Current............................    $(3,400)  $ 7,238    $ 3,402
        Deferred...........................     (1,220)      248     (1,863)

      Foreign:
        Current............................     (1,037)       38        267
        Deferred...........................      1,422      --         --

      State and local:
        Current............................       (591)      874        531
        Deferred...........................       (413)      612        371
                                               -------   -------    -------
                  Total....................    $(5,239)  $ 9,010    $ 2,708
                                               =======   =======    =======

                                      F-15
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

      The provision for income taxes differs from a calculated income tax at the
Federal statutory rate as follows:
                                                 1999      1998      1997
                                               -------   -------    -------
      Computed Federal income tax expense
        (benefit) at the statutory
        rate of 35%........................    $(4,906)  $ 8,055    $ 2,453
      Amortization of cost in excess of
        fair value of net assets acquired..        151       153        151
      Meals and entertainment..............         39        34         32
      FSC benefit..........................        (98)     (220)       --
      Charitable contributions.............       (499)      (10)       --
      Foreign income taxes, other..........        370         4         33
      State income tax expense (benefit)...       (653)      966        169
      Other................................        357        28       (130)
                                               -------   -------    -------
            Total..........................    $(5,239)  $ 9,010    $ 2,708
                                               =======   =======    =======

      Net deferred tax assets (liabilities) consist of the following at May 31:

                                                1999             1998
                                          ----------------  ---------------
                                                    LONG-             LONG-
                                          CURRENT   TERM    CURRENT   TERM
                                          ------   -------  ------   ------
Assets:
  Accounts receivable allowances......    $2,021   $  --    $  734   $ --
  Inventory adjustments...............     2,528      --       719     --
  Deferred compensation...............      --       1,362    --        512
  Accrued vacation and bonuses........       327      --       236     --
  Accrued other.......................       508       421     435     --
  Amortization of intangibles.........      --         592    --        544
  Capitalized inventory costs.........     1,195      --     1,123     --
  State and other taxes...............      --       1,158     492     --
  Basis difference in acquired
    companies.........................      --          95    --         98
  Charitable and net operating
    loss carryovers...................      --       1,782    --       --
  Basis difference in securities......     1,127      --      --       --
  Depreciation........................      --        --      --        185
  Options and performance units.......      --        --       157     --
  Noncompete agreement................      --        --      --        141
                                          ------   -------  ------   ------
            Total.....................     7,706     5,410   3,896    1,480
                                          ------   -------  ------   ------
Liabilities:
  Basis differences in
    fixed assets......................      --       2,853    --       --
  Basis differences in
    acquired companies................      --       1,615    --       --
  Inventory valuation
    adjustment........................      --       1,306    --       --
  Amortization of intangibles.........      --         110    --        104
  State taxes.........................       319      --      --       --
  Other...............................      --       1,192    --        145
                                          ------   -------  ------   ------
            Total.....................       319     7,076    --        249
                                          ------   -------  ------   ------
  Net deferred tax assets
    (liabilities).....................    $7,387   $(1,666) $3,896   $1,231
                                          ======   =======  ======   ======

                                      F-16

<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

9.    MANAGEMENT INCENTIVE AND STOCK PLANS

      MANAGEMENT INCENTIVE PLAN--Prior to the Company's IPO, certain employees
(the "Recipients") had management incentive agreements (the "Agreements")
pursuant to which the employees were granted performance units ("Performance
Units") as incentive compensation.

      Simultaneously with the IPO, which triggered a conversion under the
Agreements, the Company paid in cash and shares of Class A Common stock the
vested portion of the Performance Units. In aggregate, the Company paid $2,960
in cash and issued 972,247 shares of Class A Common stock (valued at the IPO
price). The Company recognized compensation expense of $13.6 million (included
in management and employee compensation charges in the accompanying consolidated
statements of operations) in 1997 as a result of the conversion of Performance
Units into Class A common stock.

      The unvested portion of the performance units (represented by 182,716
restricted shares of Class A common stock as of the IPO date) originally vested
(contingent upon continued employment and/or other factors) over a five-year
period at 20% per year through May 2002. During fiscal 1999, certain adjustments
to the vesting provisions were approved for certain Recipients. During fiscal
1999 and 1998, 73,087 shares and 36,543 shares, respectively, of Class A common
stock vested and became issued and outstanding. The Company recognized
compensation charges of $804 and $401 in fiscal 1999 and 1998, respectively, in
connection with the additional vested Class A common shares.

      In order to facilitate the payment of individual income taxes, the Company
makes available to each Recipient a loan in principal amount up to 30% of the
conversion value of the vested Performance Units held by each Recipient. Such
loans to the Recipients bear interest at 8.0% per annum, are repayable five
years from the borrowing date and are secured by the Recipients' stock. At May
31, 1999 and 1998, aggregate loans outstanding amounted to $4,164 and $3,987,
respectively (see Note 11).

      EQUITY PLAN--The 1997 Equity Participation Plan (the "Equity Plan")
provides for the granting of stock options, stock appreciation rights,
restricted or deferred stock and other awards ("Awards") to officers, directors,
and key employees responsible for the direction and management of the Company
and to nonemployee consultants. The Equity Plan was adopted concurrent with the
Company's IPO and 1,604,000 shares of Class A common stock (or the equivalent in
other equity securities) were initially reserved for issuance. An additional
850,000 shares of Class A common stock were reserved for issuance during fiscal
1999.

      Stock options granted per the Equity Plan primarily become exercisable
after three to five years from the date of grant in equal, ratable amounts per
each successive anniversary date. Stock options expire no later than eight years
after the date of grant.

                                      F-17
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

      Information relating to stock options issued per the Equity Plan is as
follows:
                                                         WEIGHTED
                                           NUMBER      AVERAGE PER
                                             OF        SHARE OPTION     TOTAL
                                           SHARES         PRICE         PRICE
                                          ---------   --------------   -------
Options outstanding, June 1, 1996......        --     $         --     $  --
   Granted.............................   1,208,000            11.00    13,288
   Exercised...........................        --               --        --
   Cancelled...........................        --               --        --
                                          ---------   --------------   -------
Options outstanding, May 31, 1997......   1,208,000            11.00    13,288
   Granted.............................     167,000            12.46     2,082
   Exercised...........................        --               --        --
   Cancelled...........................     (92,000)           11.00    (1,012)
                                          ---------   --------------   -------
Options outstanding, May 31, 1998......   1,283,000            11.19    14,358
   Granted.............................   1,366,500             6.19     8,464
   Exercised...........................     (12,600)          (11.00)     (138)
   Cancelled...........................    (518,067)          (10.78)   (5,584)
                                          ----------  --------------   -------
Options outstanding, May 31, 1999......   2,118,833   $         8.07   $17,100
                                          =========   ==============   =======
Exercisable options:
   May 31, 1999........................     206,333   $        10.65   $ 2,198
                                          =========   ==============   =======

      The weighted average fair market value of options granted during fiscal
1999, 1998 and 1997 amounted to $2.57, $4.92 and $3.28, respectively.

      The Company applied APB Opinion No. 25 in accounting for its stock options
and, accordingly, no compensation expense has been recognized for stock options
in the accompanying financial statements.

      Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, and has been determined as if the Company had
accounted for its employee stock options including the unvested performance
units under the fair value method of SFAS No. 123. The fair value for these
options was estimated at the date of grant using a Binomial Option pricing model
with the following weighted average assumptions for 1999, 1998 and 1997,
respectively.

                                            1999         1998          1997
                                         ----------   ----------    ---------
      Risk-free interest rate ..........      4.64%        5.20%        6.49%
      Dividend yield ...................      2.48%        1.19%        1.36%
      Volatility factor ................     69.21%       50.43%       29.76%
      Weighted average expected life ... 2.68 years    3.5 years    3.9 years

                                      F-18
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

      For the purposes of pro forma disclosure, the estimated fair value of the
stock options is amortized to expense over the options vesting period. The
Company's pro forma income (loss) and income (loss) per share were as follows:

                                           1999          1998         1997
                                          -------       -------      -------
      Net income (loss), as reported....  $(8,778)      $14,004       $4,300
      Net income (loss), pro forma......   (9,194)       13,513        4,260
      Diluted income (loss) per share,
        as reported.....................    (.35)           .56          .24
      Basic income (loss) per share,
        pro forma.......................    (.37)           .55          .24
      Diluted income (loss) per share,
        pro forma.......................    (.37)           .54          .24

      It is likely that the pro forma expense will increase in future years as
new option grants become subject to the pricing model.

      The following table summarizes information about stock options outstanding
at May 31, 1999:

                 OPTIONS OUTSTANDING                       OPTIONS EXERCISABLE
-----------------------------------------------------     ---------------------
                                 WEIGHTED
                                  AVERAGE
                                 REMAINING   WEIGHTED                  WEIGHTED
   RANGE OF                     CONTRACTUAL   AVERAGE                   AVERAGE
   EXERCISE           NUMBER       LIFE      EXERCISE       NUMBER     EXERCISE
    PRICES         OUTSTANDING  (IN YEARS)     PRICE      EXERCISABLE   PRICE
----------------   -----------  -----------  --------     -----------  --------
$4.81 to $6.38       1,271,333          7.6  $   6.00          19,333  $   4.94
$11.00 to $13.00       847,500          6.0     11.18         187,000     11.24

      In fiscal 1997, the Company also, upon consummation of the IPO, made stock
payment awards to certain employees based upon years of service. An aggregate
total of 41,955 shares of Class A common stock were issued to such employees.
Furthermore, the Company paid, in cash, estimated Federal and State income taxes
on behalf of the same employees. The Company recognized compensation expense in
the amount of $.9 million (included in management and employee compensation
charges in the accompanying consolidated statements of operations) for fiscal
1997.

10.   COMITMENTS AND CONTINGENCIES

      LEASES--The Company leases warehouse and office facilities, manufacturing
and production facilities, transportation equipment and other equipment under
several operating lease agreements expiring through 2013. As of May 31, 1999,
future minimum payments of $34,687 under the noncancelable operating leases are
due as follows: $3,754 (2000), $3,106 (2001), 2,739 (2002), 2,830 (2003), $2,369
(2004) and $19,889 thereafter. Rental expense charges to operations amounted to
$4,762 (1999), $4,064 (1998) and $2,197 (1997).

                                      F-19
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

      LITIGATION--In March 1999, the plaintiff's attorney involved in a
previously settled California matter regarding certain of the Company's bar
products filed a lawsuit on behalf of Michael Morelli and an alleged class in
the Supreme Court of the State of New York (New York County) alleging similar
unfair competition and false claims under New York law. In May 1999, the
plaintiffs' attorney also filed a lawsuit on behalf of Lisa Fasig and an alleged
class in the Circuit Court of Lee County, Florida alleging similar claims under
Florida law. The Company disputes the allegations and will vigorously oppose the
lawsuits.

      In April 1997, the Company filed a lawsuit in the United States District
Court for the district of Utah (Central Division) for a declaratory judgement
that Pain Free(TM), a joint care product, did not infringe two U.S. patents held
by Nutramax Laboratories, Inc. ("Nutramax") or, in the alternative, declaring
such patents invalid. In June 1997, Nutramax filed a counterclaim against the
Company alleging that the Company was infringing on one or more of Nutramax's
patents. The litigation was transferred to the United States District Court for
the District of Maryland, where Nutramax had previously commenced litigation
alleging that twenty other entities had also infringed those patents. Nutramax
also filed a lawsuit in Maryland State Court in August 1998 against the Company
and one of its employees alleging breaches of certain claimed confidentiality
obligations. In August 1999, the Company, Nutramax and the other entities
entered into a settlement agreement resolving the litigations. Pursuant to the
terms of the settlement agreement, the defendants made a one-time cash payment
to Nutramax and the defendants are authorized to sell all of the allegedly
infringing products.

      As previously disclosed, the Company was named as a defendant in a lawsuit
in the United States District Court for the Southern District of Florida
alleging that the Company's Pain Free(TM) product infringed upon an alleged
"Pain-Free HP" trademark used by the plaintiff. In April 1999, the parties
entered into a settlement agreement resolving the matter. Pursuant to the terms
of the settlement agreement, the plaintiff and another party received a cash
payment in exchange for an assignment to the Company of all of their rights
relating to Pain Free(TM) and related trademarks.

      The Company is involved in other claims, legal actions and governmental
proceedings that arise from the Company business operations. Although ultimate
liability cannot be determined at the present time, the Company believes that
any liability resulting from these matters, if any, after taking into
consideration the Company's insurance coverage, will not have a material adverse
effect on the Company's financial position or cash flows.

      ROYALTIES--The Company obtained the exclusive right to use the Weider name
and trademarks outside of specified royalty-free territories (most notably North
America) throughout the world, with the exceptions of Australia, New Zealand,
Japan and South America, pursuant to a sublicense agreement dated December 1,
1996 with Mariz Gestao E Investimentos Limitada ("Mariz"). Mariz is a company
incorporated under the laws of Portugal and

                                      F-20
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

owned by a trust of which the family members of a director of the Company are
included among the beneficiaries. Mariz obtained its exclusive international
rights to use the Weider name and trademarks pursuant to a license agreement,
effective June 1, 1994, between Mariz and certain affiliates, including WHF (the
"Licensors"). Pursuant to the license agreement with Mariz, the Company is
required to make annual royalty payments to Mariz commencing on December 1, 1998
on sales of the Company's brands in existence on December 1, 1996 in countries
covered by the agreement. The royalty payments are to be equal to (i) 4% of
sales up to $33.0 million; (ii) 3.5% of sales greater than $33.0 million and
less than $66.0 million; (iii) 3.0% of sales from $66.0 million to $100.0
million; and (iv) 2.5% of sales over $100.0 million. In addition, the sublicense
agreement with Mariz includes an irrevocable buy-out option exercisable by the
Company after May 31, 2002 for a purchase price equal to the greater of $7.0
million or 6.5 times the aggregate royalties paid by the Company in the fiscal
year immediately preceding the date of the exercise of the option. The Company
incurred royalty expense of $196 relating to the Mariz licensing agreement in
fiscal 1999.

      RETIREMENT PLAN--The Company sponsors a contributory 401(k) savings plan
covering all employees who have met minimum age and service requirements.
Contributions to this plan were approximately $334, $271 and $241 for fiscal
1999, 1998 and 1997, respectively, and were included in general and
administrative expenses.

11.   RELATED PARTY TRANSACTIONS

      Significant related party transactions, not otherwise disclosed, are
summarized below.

      Payments to reimburse WHF for Company expenses (including primarily
advertising, insurance, endorsements, retirement benefits, interest and
royalties) consist of the following for the years ended May 31:

                                            1999          1998         1997
                                          --------      --------     --------
      Operating expenses.............     $  3,053      $  2,193     $  1,910
      Interest, net..................         --            --          3,327
      Other..........................          400           489          384
                                          --------      --------     --------
           Total.....................     $  3,453      $  2,682     $  5,621
                                          ========      ========     ========

      In connection with the terms of a previous employee's severance agreement,
and at such person's option, the Company may be required to repurchase
approximately 330,400 shares of common stock at market value. The Company also
agreed to adjust such person's obligations to the Company (relating to
Performance Units; see Note 9) in the event that the Company's common stock does
not achieve a minimum per share price level. In the event that the Company's
common stock does not achieve such level by fiscal 2002, amounts due the Company
($1,584 at May 31, 1999) will be reduced by 50%.

                                      F-21
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

      Included in other receivables is an amount due from an affiliated entity
in the amount of $988 at May 31, 1997, which was subsequently paid in fiscal
1998.

      Prior to entering into the Credit Agreement (see Note 7), the Company was
the principal borrower under a credit agreement with GECC that was administered
and guaranteed by WHF. The Company paid a service charge to WHF in excess of the
interest paid to GECC in the amount of $485 for fiscal 1997.

12.   OPERATING SEGMENTS

      In fiscal 1999, the Company adopted SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information", which changes the way the
Company reports information about its operating segments.

      The Company has two primary reportable segments. These segments include
the Company's U.S. based or domestic operations, and the Company's international
operations (primarily Europe). The Company has three primary divisions within
its domestic operations: Mass Market Division; Health Food Store Division; and
the Health Club and Gym Division. The Company manufactures and markets
nutritional products, including a full line of vitamins, joint-related and other
nutraceuticals, and sports nutrition supplements through its Mass Market
Division; a full line of vitamins, nutraceuticals and sports nutrition products
primarily through independent distributors and a significant retailer in its
Health Food Store Division; and a full line of sports nutrition products in its
Health Club and Gym Division. The Company also manufactures and markets
nutritional and other products, including a full line of sports nutrition
supplements and sportswear, together with certain other nutraceuticals within
its international operations.

      The accounting policies of these segments are the same as those described
in Note 1 to the consolidated financial statements. The Company evaluates the
performance of its operating segments based on actual and expected operating
results of the respective segments and/or divisions. Certain noncash and other
expenses, and domestic assets, are not allocated to the divisions within the
domestic operating segment. It is not practical for the Company to provide
comparable information for fiscal 1997.

      Segment information for fiscal 1999 and 1998, respectively, are summarized
as follows:
                                                       INCOME
                                                       (LOSS)
                                             NET        FROM     INTEREST
1999:                                       SALES    OPERATIONS  EXPENSE
                                          --------   ----------  --------
  Domestic Operations:
    Mass market...................        $152,046   $   12,074  $  3,512
    Health food stores............          56,178       (3,490)    1,691
    Health clubs and gyms.........          24,960          711       862
    Other.........................          13,115       (4,333)      331
    Unallocated...................            --        (12,825)     --
                                          --------   ----------  --------
                                           246,299       (7,863)    6,396

  International Operations:.......          89,189        3,826     3,783
                                          --------   ----------  --------
                                          $335,488   $   (4,037) $ 10,179
                                          ========   ==========  ========

                                      F-22
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

                                                       INCOME
                                             NET        FROM        INTEREST
1998:                                       SALES    OPERATIONS      EXPENSE
                                          --------   ----------     --------
  Domestic Operations:
    Mass market...................        $110,388   $   16,995     $  1,839
    Health food stores............          61,742        6,077        1,400
    Health clubs and gyms.........          25,853        1,242          600
    Other.........................          35,264        2,973          330
                                          --------   ----------     --------
                                           233,247       27,287        4,169

  International Operations:.......          17,295          617          649
                                          --------   ----------     --------
                                          $250,542   $   27,904     $  4,818
                                          ========   ==========     ========

      Reconciliation of assets for the reportable segments is as follows at May
31, 1999:

            Total domestic assets.......  $ 226,984
            Total international assets..     74,574
            Eliminations................    (45,529)
                                          ---------
                 Total..................  $ 256,029
                                          =========

      Capital expenditures for domestic and international operations amounted to
$10.1 million and $1.3 million, respectively, for fiscal 1999, and $11.8 million
and $.1 million, respectively, for fiscal 1998. The majority of international
related long-lived assets are located in Germany.

13.   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

      Quarterly data (unaudited) for 1999, 1998 and 1997 is as follows:


                                                    QUARTER ENDED
                                          ----------------------------------
                                          AUG. 31  NOV. 30  FEB. 28   MAY 31
                                          -------  -------  -------  -------
1999:
  Net sales..........................     $67,946  $83,274  $89,030  $95,238
  Gross profit.......................      23,528   28,503   33,350   29,045
  Income (loss) from operations......       4,538   (6,496)   3,506   (5,585)
  Income taxes (benefit).............       1,115   (3,740)     307   (2,921)
  Net income (loss)..................       1,707   (5,440)     407   (5,452)

  Basic and diluted income
    (loss) per share.................         .07     (.22)     .02     (.22)

                                      F-23
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)


                                                     QUARTER ENDED
                                          ----------------------------------
                                          AUG. 31  NOV. 30  FEB. 28   MAY 31
                                          -------  -------  -------  -------
1998:
  Net sales..........................     $53,515  $60,811  $62,368  $73,848
  Gross profit.......................      17,873   20,629   23,003   27,703
  Income from operations.............       3,996    5,406    7,752   10,750
  Income taxes.......................       1,127    1,574    2,538    3,771
  Net income.........................       1,692    2,532    3,971    5,809

  Basic income per share.............         .07      .10      .16      .24
  Diluted income per share...........         .07      .10      .16      .23


                                                    QUARTER ENDED
                                          -----------------------------------
                                          AUG. 31  NOV. 30  FEB. 28   MAY 31
                                          -------  -------  -------  --------
1997:
  Net sales..........................     $46,927  $48,992  $55,487  $67,160
  Gross profit.......................      17,188   17,318   22,892   24,293
  Income (loss) from operations......       3,619    5,786    9,150   (5,199)
  Income taxes (benefit).............         882    1,552    2,949   (2,675)
  Net income (loss)..................       1,291    2,360    4,424   (3,775)

  Basic and diluted income...........
    (loss) per share.................         .08      .14      .25     (.19)

                                      F-24