** **

**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

 

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**FORM 10-Q/A**

 
| **x**                                                       | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**  |
|-------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
| ** **                                                  | ** **                                                                                              |
| **For the quarterly period ended September 30,  2008** |
| ** **                                                  | ** **                                                                                              |
| **OR**                                                      |
| ** **                                                  | ** **                                                                                              |
| **o**                                                       | **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:  333-114105**

 

**MerisantCompany**

(Exact Name of Registrant as Specified in itsCharter)

 

| **Delaware**                                                   | ** ** | **52-2218321**                          |
|----------------------------------------------------------------|------------|-----------------------------------------|
| (State or Other Jurisdiction of Incorporation or Organization) |       | (I.R.S. Employer Identification Number) |
|                                                           |       |                                    |
| **33 North Dearborn  Chicago, Illinois**                       | ** ** | **60602**                               |
| (Address of Principal Executive Offices)                       |       | (Zip Code)                              |

 

Registrant’s telephone number, including areacode: **(312) 840-6000**

 

Former name, former address and former fiscalyear, if changed since last report:

**Not applicable.**

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90days.   Yes  o   No  x

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See definitions of “large accelerated filer,” “acceleratedfiler,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.(Check one):

 
| Large accelerated filer o                     |   | Accelerated filer o         |
|-----------------------------------------------|--------|----------------------------------|
|                                          |   |                             |
| Non-accelerated filer x                       |   | Smaller reporting company o |
| (Do not check if a smaller reporting company) |   |                             |

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act). Yes  o   No  x

 

Indicate the number of shares outstanding of each of the issuer’sclasses of common stock, as of the latest practicable date.

 

As of November 14, 2008, the registrant had 100 shares of commonstock, par value $0.01 per share, outstanding, all of which were owned byMerisant Worldwide, Inc.

 

ThisAmendment to the Quarterly Report is being filed pursuant to a requirementcontained in the indenture governing Merisant Company’s 91/2% Senior SubordinatedNotes due 2013.

 

 

 

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**Explanatory Note**

 

ThisAmendment (this “Amendment”) to the Merisant Company’s (“Merisant”) QuarterlyReport on Form 10-Q dated November 18, 2008, originally filed on November 13,2008 (the “Original Filing”), is being filed to correct certain informationpresented in “Part I—Financial Information, Item 1.  Financial Statements of Merisant Company” andin “Part I—Financial Information, Item 2. Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” in each case relating to Operating EBITDA for EAME and LatinAmerica.

 

**PART I—FINANCIAL INFORMATION.**

 
| **Item  1.** | **Financial  Statements of Merisant Company** |
|--------------|-----------------------------------------------|

 

Merisanthad reported in Note 2 to the Unaudited Consolidated Financial Statements ofthe Original Filing that Operating EBITDA for Latin America for the three- andnine-month periods ended September 30, 2008 was $3,512 and $6,694,respectively, and that Operating EBITDA for EAME for the three- and nine-monthperiods ended September 30, 2008 was $5,603 and $22,145,respectively.  Instead, Operating EBITDAfor Latin America for the three- and nine-month periods ended September 30,2008 was $2,612 and $5,794, respectively, and Operating EBITDA for EAME for thethree- and nine-month periods ended September 30, 2008 was $6,503 and$23,045, respectively.  Operating EBITDAfor Merisant on a consolidated basis did not change.  Dollar amounts in this section are stated inthousands.

 
| **Item  2.** | **Management’s  Discussion and Analysis of Financial Condition and Results of Operations** |
|--------------|-------------------------------------------------------------------------------------------------|

 

Merisanthad reported in “Management’s Discussion and Analysis of Financial Conditionand Results of Operation—Results of Operations—Segment Results” of the OriginalFiling that Operating EBITDA for Latin America for the three- and nine-monthperiods ended September 30, 2008 was $3.5 million and $6.7 million,respectively, and that Operating EBITDA for EAME for the three- and nine-monthperiods ended September 30, 2008 was $5.6 million and $22.1 million,respectively.  Instead, Operating EBITDAfor Latin America for the three- and nine-month periods ended September 30,2008 was $2.6 million and $5.8 million, respectively, and Operating EBITDA forEAME for the three- and nine-month periods ended September 30, 2008 was$6.5 million and $23.0 million, respectively. As a result of this adjustment, Latin America Operating EBITDA andOperating EBITDA margin for the three- and nine-month periods ended September 30,2008 decreased due to higher raw material increases across the region andhigher brand support in Mexico despite the increase in net sales.  Operating EBITDA for Merisant on aconsolidated basis did not change.

 

**PART II—OTHER INFORMATION**

 

**Item 6. Exhibits**

 
| **Exhibit  No.** | ** ** | **Description**                                                                                    |
|------------------|------------|----------------------------------------------------------------------------------------------------|
| 31.1             |       | Certificate of Paul Block pursuant to Rule 15d-14 under the  Securities Exchange Act of 1934. |
|             |       |                                                                                               |
| 31.2             |       | Certificate of Julie Wool pursuant to Rule 15d-14 under the  Securities Exchange Act of 1934. |
|             |       |                                                                                               |
| 32.1             |       | Certificate of Paul Block pursuant to 18 U.S.C. Section 1350.                                 |
|             |       |                                                                                               |
| 32.2             |       | Certificate of Julie Wool pursuant to 18 U.S.C. Section 1350.                                 |

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized.

 
|                         | MERISANT COMPANY      |
|------------------------------|-----------------------|
|                         |                  |   |
|                         |                  |   |
| Date: November 18, 2008 | By:    | /s/ Julie Wool |
|                         |                  | Julie Wool |
|                         |                  | Vice President, Finance, Controller |
|                         |                  | (on behalf of the Company and in capacity |
|                         |                  | of principal financial officer) |

 

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