**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: 333-114102**

 

**MerisantWorldwide, Inc.**

(Exact Name of Registrant as Specified in its Charter)

 
| **Delaware**                                                    | ** ** | **52-2219000**                           |
|-----------------------------------------------------------------|------------|------------------------------------------|
| (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 area code: **(312) 840-6000**

 

Former name, former address and former fiscal year, if changed sincelast 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) |   |                              |

 

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

 

Indicatethe number of shares outstanding of each of the issuer’s classes of commonstock, as of the latest practicable date.

 

Asof November 14, 2008, the registrant had 9,086,495 shares of common stock,par value $0.01 per share, outstanding.

 

ThisAmendment to the Quarterly Report is being filed pursuant to a requirementcontained in the indenture governing Merisant Worldwide Inc.’s 121/4% SeniorSubordinated Discount Notes due 2014.

 

 

 

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**ExplanatoryNote**

 

This Amendment (this “Amendment”)to the Merisant Worldwide, Inc.’s (“Merisant”) Quarterly Report on Form 10-Qdated November 18, 2008, originally filed on November 13, 2008 (the “OriginalFiling”), is being filed to correct certain information presented in “Part I—FinancialInformation, Item 1.  FinancialStatements of Merisant Worldwide, Inc.” and in “Part I—FinancialInformation, Item 2.  Management’sDiscussion and Analysis of Financial Condition and Results of Operations” ineach case relating to Operating EBITDA for EAME and Latin America.

 

**PART I—FINANCIALINFORMATION.**

 

**Item 1.                    Financial Statements of Merisant Worldwide, Inc.**

 

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

 

**Item 2.                    Management’s Discussion and Analysis of FinancialCondition and Results of Operations**

 

 Merisant hadreported in “Management’s Discussion and Analysis of Financial Condition andResults 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

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized.

 
|                         | MERISANT WORLDWIDE, INC. |
|------------------------------|--------------------------|
|                         |                     |   |
|                         |                     |   |
| 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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