<PAGE>   1
 
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
   
                                   FORM 10-K/A
    
 
(MARK ONE)
 
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
 
      FOR THE FISCAL YEAR ENDED FEBRUARY 1, 1997
 
                                          OR
 
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
     FOR THE TRANSITION PERIOD FROM ________________ TO ________________
 
                        COMMISSION FILE NUMBER: 0-19592
 
                       GENERAL NUTRITION COMPANIES, INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                                <C>
                     DELAWARE                                          04-3056351
          (State or other jurisdiction of                           (I.R.S. Employer
          incorporation or organization)                           Identification No.)
     300 SIXTH AVENUE PITTSBURGH, PENNSYLVANIA                            15222
     (Address of Principal Executive Offices)                          (Zip Code)
</TABLE>
 
      Registrant's telephone number, including area code:  (412) 288-4600
 
       Securities Registered Pursuant to Section 12(b) of the Act:  None
 
          Securities Registered Pursuant to Section 12(g) of the Act:
 
                          COMMON STOCK-PAR VALUE $.01
                                (Title of Class)
 
     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, and (2), has been subject to such filing
requirements for the past 90 days.
 
                            [ X ] Yes      [   ] 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.
                             [  ] Yes      [  ] No
 
     As of April 28, 1997, 80,252,080 shares of the Registrant's Common Stock
were outstanding. The aggregate market value of the voting stock held by
non-affiliates as of that date was $58,975,980 based on the last reported sale
price of the Common Stock on the NASDAQ Stock Market.
 
                      DOCUMENTS INCORPORATED BY REFERENCE:
 
<TABLE>
<CAPTION>
                                                                                 INCORPORATED BY
                                 DOCUMENT                                     REFERENCE IN PART NO.
---------------------------------------------------------------------------   ----------------------
<S>                                                                           <C>
Portions of General Nutrition Companies, Inc. Proxy Statement for its 1997
  Annual Meeting of Stockholders...........................................            III
</TABLE>
 
================================================================================
<PAGE>   2
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                          <C>
PART I
  Item 1. Business........................................................................      1
  Item 2. Properties......................................................................     11
  Item 3. Legal Proceedings...............................................................     11
  Item 4. Submission of Matters to a Vote of Security Holders.............................     12
 
PART II
  Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.......     12
  Item 6. Selected Consolidated Financial Information and Other Data......................     13
  Item 7. Management's Discussion and Analysis of Financial Condition and Results of
     Operations...........................................................................     14
  Item 8. Financial Statements and Supplementary Data.....................................     19
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
     Disclosure...........................................................................     40
 
PART III
  Item 10. Directors and Executive Officers of the Registrant.............................     41
  Item 11. Executive Compensation.........................................................     43
  Item 12. Security Ownership of Certain Beneficial Owners and Management.................     43
  Item 13. Certain Relationships and Related Transactions.................................     43
 
PART IV
  Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................     44
Signatures................................................................................     47
</TABLE>
<PAGE>   3
 
                                     PART I
ITEM 1. BUSINESS
 
     General Nutrition Companies, Inc. (the "Company"), collectively with its
subsidiaries, is the only nationwide specialty retailer of vitamin and mineral
supplements, sports nutrition products and herbs, and is also a leading provider
of personal care, and other health-related products. Domestically, the Company's
products are sold through 2,809 General Nutrition Centers and GNC Live Well
stores ("GNC"), of which 1,760 are owned and operated by the Company and 1,049
are franchised. Additionally, the Company generates retail revenue from 73
stores operating under various names including Natures Food Centres(R),
Amphora(TM) and Nature's Fresh(TM). Internationally, the Company operates 20
Health and Diet Centres and 9 General Nutrition Centres in the United Kingdom,
10 General Nutrition Centres in Canada and holds a controlling interest in 1
store in New Zealand. There are also 125 operating franchise stores in 15
different countries. The Company's marketing emphasizes high-margin, value-added
vitamin and mineral supplements, sports nutrition products and herbs sold under
the Company's GNC proprietary brands and other nationally recognized third-party
brand names.
 
     The Company's strategy is to increase its market share in the vitamin,
mineral and supplement market and to leverage this increase to maximize
profitability. The Company strives to achieve these goals through: (i) unit
growth, with the addition of company-owned and franchised stores both
domestically and internationally; (ii) enhanced performance at existing stores,
with comparable store sales gains driven by advertising, new product
introductions and updated store formats; and (iii) improved profitability
through increased introduction of GNC proprietary branded product mix changes,
and increased economies of scale.
 
     The success of the Company's strategy can be seen in its financial
information with revenue and operating earnings showing compound growth rates of
21.5% and 32.0%, respectively, since 1992. Set forth below is the Company's net
revenue, operating earnings, earnings per fully diluted common share and store
information for years 1992 through 1996.
 
                                 COMPANY GROWTH
 
   
<TABLE>
<CAPTION>
                                            1992         1993         1994         1995         1996
                                          --------     --------     --------     --------     --------
                                                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                                       <C>          <C>          <C>          <C>          <C>
NET REVENUE...........................    $453,527     $546,253     $672,945     $845,952     $990,845
Operating earnings....................      43,392       75,766       97,750      137,116       60,347
Earnings per share....................       (0.06)        0.30         0.44         0.78         0.05
OPERATING EARNINGS AS ADJUSTED*.......      50,169       75,826       98,425      138,699      152,413
EARNINGS PER SHARE AS ADJUSTED*.......        0.01         0.36         0.54         0.79         0.95
NUMBER OF STORES......................       1,216        1,553        2,115        2,543        3,047
COMPARABLE STORE SALES GROWTH
  (GNC STORES)........................       12.6%        12.5%         5.8%        10.3%         0.3%
</TABLE>
    
 
---------
 
* Operating earnings and earnings per share has been adjusted for comparative
  purposes for non-cash compensation expenses, extraordinary items,
  restructuring, and non-recurring charges in all years presented.
 
   
     Unit Growth.  Since 1992, the Company has opened or acquired in the United
States 1,684 new GNC stores, net of closings, of which 786 are company-owned and
898 are franchised locations. The Company's initial growth was through
company-owned stores located primarily in regional malls. Beginning in late 1992
the Company broadened its location selections to include strip shopping centers
and secondary malls as well as regional malls. The Company's franchise program
has also enabled the Company's expansion into secondary locations as well as
into international markets. In 1996, the Company opened 479 new domestic GNC
stores, of which 229 are company-owned and 250 are franchised. In 1996, the
Company opened 10 General Nutrition Centres in Canada, 9 in the United Kingdom
and has a controlling interest in 1 store in New Zealand. Additionally, 22
franchise stores opened in various international markets. Additional store
growth is expected in 1997 as the Company continues its store expansion program
for company-owned and franchised locations. In Franchising, at February 1, 1997,
there were 218 domestic and 1 international franchises awarded that had
    
 
                                        1
<PAGE>   4
 
not yet opened and development agreements to open 41 and 373 franchise stores in
domestic and international markets, respectively.
 
     In addition to its aggressive store opening program, the Company increased
its market share through acquisitions of existing locations. In 1996, the
Company acquired Nature's Fresh Northwest, Inc., a 6 store gourmet natural food
grocery store chain located in the Portland, Oregon area and a controlling
interest in Amphora, an aromatherapy retail store located in Seattle,
Washington.
 
     Comparable Store Sales Gains.  The Company believes that it has achieved
gains in comparable store sales in both company-owned and franchised GNC
locations through the continued introduction, or reformulation, of value added
specialty branded products as well as through refinements of its store format.
In 1996, the Company introduced more than 231 new or reformulated proprietary
branded products and plans to introduce more than 250 additional products in
1997. The Company continues to focus on creating updated store formats that
provide consumers with informational displays and signage in an attractive
shopping environment. Historically, when stores are converted to the updated
format, comparable store sales gains in the first year after conversion are
significantly better than in those stores not converted. Beginning in 1993, all
new stores were constructed utilizing the Company's current updated store
format. The Company updates stores built prior to 1993 as leases are renewed.
 
     Set forth below for the periods presented, are comparable store sales gains
for company-owned and franchise stores in the United States and gains for
company-owned GNC stores in the first year after conversion to the updated store
format.
 
                          COMPARABLE STORE SALES GAINS
 
<TABLE>
<CAPTION>
                           STORES                           1993     1994     1995     1996
    ----------------------------------------------------    ----     ----     ----     ----
    <S>                                                     <C>      <C>      <C>      <C>
    Company-owned (total)...............................    12.5%     5.8%    10.3%     0.3%
    Franchise...........................................    20.3%    19.0%    15.5%     8.5%
    Conversions to updated format.......................    20.3%    12.3%    16.1%     4.0%
</TABLE>
 
     Enhanced Profitability.  The Company continues to focus on improving its
profitability by shifting its mix to proprietary branded products which
typically yield higher profit margins. In addition, as the Company continues to
grow, it expects to further leverage its investments in manufacturing,
distribution, purchasing and marketing and benefit from its vertical
integration.
 
     The Company operates in three distinct business segments; Retail,
Franchising and Manufacturing. For financial information concerning segments,
see Note 15 of Notes to Consolidated Financial Statements.
 
RETAIL
 
PRODUCTS
 
     The Company's products are sold under its various proprietary brand names,
including Ultra Mega(R), Solotron(R), GNC(R), Natural Brand(TM), Pro
Performance, Challenge(TM), Herbal Plus(R), Nature's Fingerprint(TM), Preventive
Nutrition(R), 24-Hour Diet(R), Quick Shot(TM), Optibolic(TM), Bio-Remedy(R),
Harvest of Nature(TM), Vita Worth(R), Natural Solutions(R), Food for
Thought(TM), and Opti-Body(R). In addition, the Company carries various
third-party brand name products including Weider(TM), Cybergenics(R), Health
Valley(R), Twin Lab(R), Nature's Herbs(R), Nature's Way(R), Natural Max(TM) and
Met-Rx(R). The Company's product mix focuses on high-margin, GNC proprietary
branded, value-added products emphasizing vitamin and mineral supplements,
sports nutrition and herbal products.
 
     Vitamin and Mineral Supplements. For over 60 years, vitamin and mineral
supplements have represented the core of the Company's product line. Vitamins
and minerals are sold in single vitamin and multi-vitamin form, and in different
potency levels. Products are produced in tablets, soft gelatin and hard-shell
capsules, and powder forms. The Company has reformulated many of its existing
private label products and added new "consumer focused" special nutritional
formulas to its line of GNC proprietary branded products. These new GNC
proprietary branded products are designed to meet the customers' lifestyle
requirements, have unique formulations and packaging designed for target
markets, and therefore do not require competitive pricing. The
 
                                        2
<PAGE>   5
 
Company places continued emphasis on these high-margin, value-added special
nutritional formulas for its vitamin and mineral products sold under its GNC
proprietary brand names.
 
     Sports Nutrition Products.  Sports nutrition products are food supplements
designed to be taken in conjunction with a fitness program. Management believes
that these products, which include various protein and weight gain powders as
well as high potency vitamin formulations, appeal to consumers who are engaged
in regular exercise, including athletes who are in training to gain weight and
develop their physique. Over 200 different sports nutrition products, including
the Company's GNC proprietary brands and national brands, are stocked by the
average GNC store.
 
     Herbs.  The herb category has been the fastest growing category of the
supplement market over the past four years. Herbal supplements are sold in
various hard-shell capsule, soft gel capsule, tea and liquid forms. These
products are sold in both single herb and combination formulas. The Company
merchandises herbs under its GNC proprietary brands Herbal Plus(R), Nature's
Fingerprint(TM), Harvest of Nature(TM) and Natural Brand(TM) along with products
provided by third-parties, including Nature's Way(R), Nature's Herbs(R),
Kyolic(R) and Ginsana(R).
 
     Diet Products.  The diet category consists of vitamin, mineral and herbal
formulas designed to supplement the diet of weight conscious consumers. These
products are sold in various pills, teas and meal replacement drinks. The
Company provides a GNC proprietary brand line of diet supplements, 24-Hour
Diet(R), along with third-party products.
 
     Food Products.  The Company sells a selection of specialty food products in
its GNC stores. As commodity natural food products have become available through
more distribution channels, the Company has reduced its line of food products,
focusing more on proprietary branded sports drinks, sports bars, and health
related snack items that carry a higher gross margin. This category is being
de-emphasized as part of the Company's ongoing reallocation of shelf space to
higher-margin, specialty non-food products. Through the acquisition of Nature's
Fresh Northwest, Inc. the Company has entered into the gourmet natural food
grocery business. These stores offer a broad assortment of natural produce as
well as meat, poultry, and seafood.
 
     Personal Care and Miscellaneous Health Care Products.  The Company sells
personal care products including hair care products, soaps, skin creams,
lotions, bath and massage products. These products are generally termed
"natural" because they contain few synthetic chemicals and additives. The
Company seeks to offer products within this category which include vitamins,
herbs and other natural ingredients and avoids products which contain harsh
chemicals.
 
     Fitness and Apparel.  Certain of the Company's store offer a variety of
sports accessories, including light-line fitness equipment, weight training
accessories and specialty workout apparel. In 1996 the Company discontinued
selling these products in most of the company-owned stores and will merchandise
selected third-party products in a limited number of stores in the future.
 
     Gold Card/Other.  This category primarily represents sales of the Company's
Gold Card. The card, for a $15 annual fee, provides customers with a 20%
discount on all products purchased, both on the date the card is purchased and
the first Tuesday of each month. At February 1, 1997, there were approximately
2.4 million active Gold Card members, with more than 7,000 new card holders
being added each week.
 
                                        3
<PAGE>   6
 
     Set forth below is a comparison for the last three years, of company-owned
GNC retail sales in each of its major product categories and their respective
percentage of total GNC retail sales:
 
<TABLE>
<CAPTION>
                                                                    MAJOR PRODUCT CATEGORIES
                                                       1994                   1995                   1996
                                                -------------------    -------------------    -------------------
                                                         % OF TOTAL             % OF TOTAL             % OF TOTAL
                                                SALES      SALES       SALES      SALES       SALES      SALES
                                                -----    ----------    -----    ----------    -----    ----------
                                                                       (SALES IN MILLIONS)
<S>                                             <C>      <C>           <C>      <C>           <C>      <C>
Vitamins & Minerals..........................   $ 149         30%      $ 197         32%      $ 233         35%
Sports Nutrition.............................     145         29         164         27         182         27
Herbs........................................      86         18         117         19         129         20
Diet Products................................      35          7          46          8          39          6
Food Products................................      20          4          21          4          18          3
Personal Care................................      26          5          28          4          26          4
Fitness and Apparel..........................      14          3          11          2           8          1
Gold Card/Other..............................      19          4          25          4          27          4
                                                -----        ---       -----        ---       -----        ---
                                                $ 494        100%      $ 609        100%      $ 662        100%
                                                =====        ===       =====        ===       =====        ===
</TABLE>
 
     Sales of the Company's GNC proprietary brands represented approximately
51%, 52% and 54% of the total retail sales in 1994, 1995 and 1996, respectively.
 
STORES
 
     At February 1, 1997 the Company operated a network of 1,873 retail stores,
of which 1,833 were located in the United States and Puerto Rico, 39 stores in
the United Kingdom and Canada, and 1 in New Zealand. The following table sets
forth the number of retail stores and the respective operating names at the end
of the fiscal years 1994, 1995 and 1996.
 
                    NUMBER OF COMPANY-OWNED STORES OPERATING
                                  AT YEAR END
 
<TABLE>
<CAPTION>
                            OPERATING NAME                              1994     1995     1996
   ----------------------------------------------------------------     -----    -----    -----
   <S>                                                                  <C>      <C>      <C>
   Domestic
     General Nutrition Centers.....................................     1,181    1,462    1,760
     Nature's Food Centres.........................................       184      100       65
     Nature's Fresh................................................        --       --        6
     Amphora.......................................................        --       --        2
                                                                        -----    -----    -----
        Subtotal domestic stores...................................     1,365    1,562    1,833
   International
     General Nutrition Centres.....................................        --       --       20
     Health & Diet Centres.........................................        --       22       20
                                                                        -----    -----    -----
        Subtotal international stores..............................        --       22       40
                                                                        -----    -----    -----
        Total Company operated stores..............................     1,365    1,584    1,873
                                                                        =====    =====    =====
</TABLE>
 
     GENERAL NUTRITION CENTERS. Most GNC stores contain between 1,200 and 1,800
square feet. Historically these GNC stores were constructed primarily in
regional shopping malls ("Traditional"). Beginning in late 1992, the Company, as
part of its store expansion strategy, focused its growth on strip centers and
secondary mall locations ("Expansion") rather than the Traditional mall sites.
While similar in sizes and profit margins, the strip center stores generate less
customer transactions and therefore have lower annual sales volume and sales per
square foot. The following table sets forth for the periods indicated, the
weighted average sales per store and sales per square foot for Traditional and
Expansion GNC stores.
 
                                        4
<PAGE>   7
 
           WEIGHTED AVERAGE SALES PER STORE AND SALES PER SQUARE FOOT
 
                              (SALES IN THOUSANDS)
 
   
<TABLE>
<CAPTION>
                                                1993                                  1994
                                 ----------------------------------    ----------------------------------
                                            SALES PER      NUMBER                 SALES PER      NUMBER
            STORES               SALES     SQUARE FOOT    OF STORES    SALES     SQUARE FOOT    OF STORES
------------------------------   ------    -----------    ---------    ------    -----------    ---------
<S>                              <C>       <C>            <C>          <C>       <C>            <C>
Traditional...................   $458.7       $279           887       $485.9       $296           861
Expansion.....................   $203.9       $134           142       $252.2       $169           449
</TABLE>
 
<TABLE>
<CAPTION>
                                                1995                                  1996
                                 ----------------------------------    ----------------------------------
                                            SALES PER      NUMBER                 SALES PER      NUMBER
            STORES               SALES     SQUARE FOOT    OF STORES    SALES     SQUARE FOOT    OF STORES
------------------------------   ------    -----------    ---------    ------    -----------    ---------
<S>                              <C>       <C>            <C>          <C>       <C>            <C>
Traditional...................   $536.3       $327           851       $530.4       $324           836
Expansion.....................   $316.0       $210           618       $300.0       $199           878
</TABLE>
    
 
     Updated Store Formats. The Company's current store format has been utilized
since 1990 and emphasizes the products and information concerning the products
as a merchandising tool. The Company began the implementation of this format by
converting existing GNC stores and is in the process of converting additional
stores as their leases renew. Sales generated by updated stores have shown
significant increases when compared to sales prior to conversion.
 
     For the past three years, the Company has been developing a new concept
store with the goal of providing a unique shopping experience for GNC customers.
In 1996, the Company opened its second prototype store called "GNC Live Well".
The GNC Live Well store offers a full line of supplements, sports nutrition,
herbs, and expanded product lines, including aromatherapy, bath and spa, and a
broad selection of self-care related products. These self-care products include
both customized personal vita plans and health and body products. This new
format is designed to be a total health and self-care experience and not just a
supplement store. In 1997, the Company expects to open three new stores and
convert 22 existing high volume stores in prime real estate to the GNC Live Well
format. The Company continues to evaluate and modify its store formats to
maximize productivity and profitability.
 
     Store Management. The Company's GNC stores are currently regionalized into
three divisions and, beginning in the second quarter of 1997, will be realigned
into four divisions. Each division is led by a Vice President who, along with
managers responsible for merchandising, promotions, and inventory, a Financial
Analyst and a network of Regional Sales Directors, manages company-owned store
operations. This decentralized organization has been in existence for over eight
years, allowing the Company's field management to customize stores to the
demographics of particular markets, and to have responsibility for merchandise
assortment, promotions, certain advertising and product pricing. In 1990, with
the new emphasis on franchising, a franchise management and field support group
was added to the divisional organization. This group is responsible for all
aspects of the franchise field operations.
 
     NATURE FOOD CENTRES.  At February 1, 1997 there were 65 Nature Food Centres
operating. In 1994, the Company acquired 207 Natures Food Centres and has since
converted 81 to GNC stores and closed 61 stores. The remaining 65 stores will
close at the date the Company negotiates termination of the remaining leases.
 
     NATURE'S FRESH.  In 1996, the Company acquired Nature's Fresh Northwest,
Inc., a 6 store gourmet grocery store chain located in the Portland, Oregon
area. These stores offer a broad assortment of natural produce, meat, poultry,
and seafood as well as vitamins and health and beauty aids. The stores range in
square footage from 4,500 to 31,000 square feet.
 
     AMPHORA.  In 1996, the Company acquired Amphora, a 1 store retail concept
offering aromatherapy based bath, body, and relaxation products. The Company has
plans to develop an Amphora line of products to be distributed through GNC
stores as well as to continue the testing of the Amphora retail store concept.
 
     GENERAL NUTRITION CENTRES.  The Company in 1996, opened 10 GNC stores in
Canada and 9 stores in the United Kingdom to test the GNC retail concept in
these international markets. The Company also has a controlling interest in 1
GNC store located in New Zealand.
 
                                        5
<PAGE>   8
 
     HEALTH AND DIET CENTRES.  The Company purchased United Kingdom based Health
and Diet Centres in 1995. The stores offer products similar to that of a GNC
store with a greater mix of health food products and less proprietary branded
products. The Company introduced certain of the Company's proprietary branded
products in Health and Diet Centres in 1996.
 
MARKETING
 
   
     Trends.  The Company's current marketing and store expansion efforts have
resulted in approximately 13.0% share of the total retail supplement market,
including the vitamins, minerals, herbs, and sports nutrition categories,
compared with 9.7% in 1993.
    
 
     According to various sources including Packaged Facts and Beyond Data, the
retail supplement market in which the Company competes, is forecasted to grow at
an accelerating rate through the rest of this decade (11.8%, 12.7%, 13.6%, and
14.5% in 1997, 1998, 1999, and 2000, respectively), reaching $10.7 billion by
2000. This growth is driven by a combination of an aging population and
increased consumer acceptance of supplements. For example, people over age 35,
which account for 73% of vitamin users, will grow from 127 million in 1995 to
150 million people in the U.S. alone by the year 2005. Meanwhile, between 1993
and 1996, usage of vitamins grew from 36% of the population to 40%; usage of
herbs grew from 14% of the population to 19%, and usage of sports nutrition
products grew from 4.3% of the population to 6.4%. The overall alternative
medicine category grew at an average 30% versus 8% for conventional medicine
from 1989 to 1993, the last year for which statistics are available.
 
     The Company markets its proprietary brands of specialty nutrition products
through an integrated marketing program whose executional elements include
television, print and radio media, storefront graphics, Gold Card member
communications, and point of purchase materials. The Company further benefits
from product advertising paid for entirely by third-party vendors, promoting
their products and identifying GNC stores as the place to purchase these
products. In 1996, the Company spent $37.7 million net on retail advertising and
other marketing efforts, or approximately 5.2% of retail net revenue, compared
with $30.9 million, or approximately 4.7% of retail net revenue in 1995.
 
     Additionally, the Company's franchisees currently are required to spend up
to 3% of sales on local advertising and may be required to contribute up to 3%
of their retail sales to a fund utilized for national advertising. In 1995, the
Company began setting up co-op advertising funds with participating franchisees
in major markets. These co-ops require franchisees to contribute 2.5% of sales
to the fund while the Company contributes the same percentage of sales for
company-owned stores in the market. This permits the Company to pool its own
funds with those of its franchisees to advertise in a more effective and
cohesive way. Total dollars spent in 1996 by the co-ops was $6.1 million, up
from $690,000 in 1995. There were 33 co-ops in place at February 1, 1997. An
additional 15 co-ops formations are anticipated in 1997.
 
     Advertising.  The Company completed a comprehensive in-market test of a new
advertising approach in 1996, which indicated that improved consumer credibility
and expanded mainstream consumer appeal could be achieved contemporaneously with
improved short term sales performance. Management believes this new marketing
approach positions GNC as the customer's inspirational partner in living their
best life. "Live Well" has been added to advertising, point of purchase
materials, new store signage and even the Company logo to reflect the new,
value-based positioning. To execute the new marketing approach, which management
believes will serve as the basis for future marketing efforts, the Company
contracted Deutsch, Inc., an independent New York advertising agency with strong
retail and strategic experience.
 
     Training.  The Company's marketing efforts include a comprehensive training
and educational effort for all store personnel, including a standard training
curriculum on basic nutrition, GNC brands, manufacturing, customer service, and
basic selling strategies. Additionally, a toll-free consumer information line
has been established to answer customer questions regarding GNC brand products.
 
     Gold Card Program.  The Company's Gold Card Program has developed into a
key component of the Company's marketing strategy, with membership as of
February 1, 1997 of approximately 2.4 million customers. The Company believes
that its Gold Card Program builds customer loyalty and makes GNC a
destination-oriented retailer for customers that hold a Gold Card. Average sales
per Gold Card customer increases to nearly $50 per transaction on "Super
Tuesday," the first Tuesday of every month and the day on
 
                                        6
<PAGE>   9
 
which Gold Card holders receive a 20% discount on all purchases. The average
sale per customer on Super Tuesday is nearly three times the Company's daily
average. Gold Card holders also receive a complimentary issue of Let's Live
Magazine on a monthly basis which provides information that educates members to
make larger investments in their health.
 
     The Company completed the design and installation of a state-of-the-art
database marketing system for the Gold Card program. The system allows matching
and analysis of consumer information; including who they are and what and when
they buy. During 1997, the database system will be used to increase card usage
and member participation rate on Super Tuesdays, to sell more product to the
most likely prospects based on proven buying patterns, and to reduce
communications costs to non-participating members.
 
     Scientific Studies.  Scientific studies are bringing new credibility to the
supplement category. Consumers now list scientific research as the single most
compelling factor in their category participation and purchase decisions, and
well publicized new research drives massive swings in consumer demand for
clinically proven nutritionals. The Company's scientific affairs group is
staffed with highly qualified personnel, including a Ph.D. The group combines
high quality science with GNC product development, research support, information
dissemination and regulatory affairs to enhance scientific credibility for the
Company and its product lines.
 
COMPETITION
 
     In the vitamin, mineral, and supplement line, the Company has no national
specialty retail competitor. However, the Company competes on a regional basis
directly with other specialty health retailers and also competes directly with
many drug stores, supermarkets, and mass merchandisers. Prior to 1986, the
Company's principal basis of competition was price. However, as the Company has
emphasized higher-margin specialty products, the Company has enhanced its
competitive position by offering proprietary branded formulations, a broad
product assortment and service provided by its retail sales force. The Company
believes that none of its competitors offers the same level of product selection
and customer service as the Company or benefits to the same extent from national
advertising. In the sports nutrition line, the Company competes principally with
health clubs, gyms and mail order companies. The Company believes that, as a
specialty retailer, the quality and selection of its products, marketing dollars
spent, store appearance, informative sales force, convenience, and consumer
confidence in the GNC name provides a distinct competitive advantage.
 
FRANCHISING
 
     Beginning in 1987, the Company developed a franchising strategy to enhance
the Company's operating performance through the conversion of certain marginally
performing stores and to increase its store base through the addition of new
stores. Franchise stores have demonstrated that GNC stores can operate
successfully in locations such as strip centers and secondary malls that were
previously considered secondary locations. The Company's selection criteria for
its franchisees is directed towards the owner/operator versus a passive
investor. The Company believes that the consistency and customer service an
owner/operator provides is important given the specialized nature of the
Company's product line. The success of the franchise program was recognized as
GNC was named the number one franchise opportunity in a survey published by
Success magazine in its 1994 rating of over 2,000 franchise operations. In 1995,
Franchise Buyer magazine ranked GNC the number one non-food retail franchise. In
1996, Franchise Times magazine ranked GNC the sixth Retail and Specialty
Franchise in the United States.
 
     The Company offers franchisees a three-part training program consisting of
in-store, classroom and field training concentrating on product education and
franchise operations. This training program is augmented by the franchise
management group. Currently all franchise agreements are effective for a
ten-year period. At the end of the franchise agreement, the Company has the
option to permit renewal for another 10 year period for 1/2 of the franchise fee
that is then in effect. Although franchise contracts contain strict requirements
for store operations, the Company cannot exercise the same degree of control
over franchisees as it does over its store managers; however, the Company does
retain the right to approve vendors, specific products and requires franchisees
to obtain legal approval of any franchise advertising. The Company recognizes a
lower margin on the sale of its products to franchisees because of the wholesale
prices charged. However, such lower margins on product sales to franchisees are
partially offset by franchise royalties and incremental business at the
 
                                        7
<PAGE>   10
 
Company's manufacturing facility as well as the absence of direct store
operating expenses incurred by the Company.
 
     The following table sets forth, for the years presented, the number of
operating franchise locations and the number of franchise stores that were
awarded, but were not yet open at the end of each year:
 
                    NUMBER OF OPERATING FRANCHISE LOCATIONS
 
<TABLE>
<CAPTION>
                                            1994                         1995                         1996
                                  -------------------------    -------------------------    -------------------------
      FRANCHISE LOCATIONS         DOMESTIC    INTERNATIONAL    DOMESTIC    INTERNATIONAL    DOMESTIC    INTERNATIONAL
-------------------------------   --------    -------------    --------    -------------    --------    -------------
<S>                               <C>         <C>              <C>         <C>              <C>         <C>
At beginning of year...........      480            29            676            74             848          111
Added during year..............      224            45            257            37             272           22
Closed or converted............       28            --             85            --              71            8
                                     ---           ---            ---           ---           -----          ---
At end of year.................      676            74            848           111           1,049          125
                                     ===           ===            ===           ===           =====          ===
Stores awarded but not yet
  open.........................      185             8            267             4             218            1
Development agreements.........       11           131              6           161              41          373
</TABLE>
 
     Domestic.  The Company's current franchising program is directed primarily
toward existing franchisees and third-parties. New franchisees to the system are
currently required to pay an initial fee of $27,500 for a franchise license,
$22,500 if the applicant has an existing franchise agreement. The initial fee
has increased to $27,500 in 1996 and from $17,500 to $25,000 in years 1993
through 1995. The Company offers limited financing to qualified franchisees at
current fixed interest rates of 13.75% per annum ordinarily for a term up to
five years. Once established, franchisees are required to pay the Company a
continuing royalty of 6% of sales, to spend up to 3% of sales on local
advertising, and may be required to contribute up to 3% of sales toward a
national advertising fund. Reduced license fees of $10,000 and a lower initial
royalty fee of 4%, 5% and 6% for years 1, 2 and 3 with 6% for years thereafter,
respectively, is offered to independently owned health food/ nutrition store
owners to encourage them to convert to GNC franchises.
 
     Franchises receive limited geographical exclusivity and are required to
carry all of the Company's own GNC proprietary brand name vitamins and mineral
supplements. GNC requires owners to operate the stores, and currently limits the
number of stores a franchisee can own to five. If a franchisee does not meet
specified performance and appearance criteria, the Company is permitted to
terminate the franchisee agreement. In these situations, the Company may take
possession of the location, inventory, and equipment, and continue to operate it
as a company-owned or franchise location.
 
     International.  A new participant in the Company's international franchise
program is required to pay an initial fee of $20,000 per store. Upon the store
opening, the franchise is required to pay a continuing royalty up to 5% of
sales. The Company's strategy for international franchising is to grant a
franchise for an entire country to an entity with extensive knowledge of that
country's business environment and adequate capital for market penetration.
International franchised stores generate sales per square foot comparable with
domestic store locations. However, the Company generates less revenue from these
franchises due to lower international royalty rates and a smaller percentage of
products purchased from the Company. In 1996, the Company opened 22
international franchised locations, bringing the total to 125 franchised stores
operating in 15 countries outside of the United States, including Mexico,
Philippines, Taiwan, Guatemala, Bahamas, Guam, Peru, Spain, Brazil, Singapore,
El Salvador, the Dominican Republic, Columbia, Indonesia and Saudi Arabia. The
Company has entered into development agreements for an additional 373
international franchise stores in 15 countries, including stores in countries
already mentioned as well as Chile, Israel, Costa Rica, South Korea, Thailand,
and Turkey.
 
MANUFACTURING
 
     The Company's main manufacturing plant, located in Greenville, South
Carolina, is one of the largest vitamin and mineral supplement manufacturing
facilities in the United States. The plant, which is owned by the Company, is
solely dedicated to the manufacture of vitamin, mineral, herbal and sports
nutrition supplements. The Company manufactures the majority of its products in
three forms: tablet, soft gel capsule and hard shell capsules. The plant also
manufactures certain powder products. Revenue at the facility is
 
                                        8
<PAGE>   11
 
generated through sales to other segments of the Company and sales to various
third-parties. Revenue generated through sales to other segments of the Company
represented approximately 68% of total manufacturing revenue in 1996 and
approximately 74% in 1995. The Company will continue to invest in the expansion
of the manufacturing facility to ensure sufficient capacity to meet the demands
of the Retail and Franchise business, through 1999. In early 1998, the Company,
to allow for increased manufacturing capacity requirements, is planning to move
its packaging lines and finished goods inventory to a new 100,000 square foot
facility to be constructed adjacent to the existing facility.
 
     The Company places added emphasis on quality control, and conducts testing
on all raw materials and finished products, weight testing and purity testing in
the Company's state of the art micro bacterial lab. The Company's product
development and quality control team currently consists of 56 individuals, who
work closely with the retail sales group and scientific affairs group to respond
to new science and consumer demands to reformulate existing and develop new
products. In 1996 the plant developed a total of 92 new or reformulated products
with over 130 scheduled for 1997.
 
     The principal raw materials used in the manufacturing process are natural
and synthetic vitamins and gelatin. The Company maintains multiple sources for
all raw materials. Currently, one vendor supplies approximately 28% of the
manufacturing facility's raw materials. No other single vendor accounts for more
than 8% of its raw material purchases. The Company believes multiple sources
exist to meet its raw material requirements.
 
     In 1995, the Company acquired Health and Diet Food Company Limited, a
United Kingdom manufacturing facility specializing in the packaging of vitamin
supplements and manufacture of certain food and cosmetic products, sold
primarily to third-parties in the U.K. and Europe as well as to the Health and
Diet Centre stores. During 1996, the Company acquired the manufacturing
operation of DFC Thompson Australia Pty Limited ("DFC"), an Australian
manufacturer. On a short-term basis, the acquisition is designed to educate the
Company in conducting business in that geographical area. The Company's
long-term objective is to convert DFC into a manufacturing facility for GNC
products, supplying needed inventory to GNC stores that the Company intends to
open in Australia, New Zealand and the Pacific Rim.
 
WAREHOUSING AND DISTRIBUTION
 
     The Company currently distributes its products through three leased
distribution centers with its own drivers and leased trucks as well as through
contract and common carriers. Substantially all the products sold at
company-owned stores, and approximately 85% of products sold by franchisees,
flow through one of the Company's distribution centers. It is the Company's
policy that all products be received in the Company's distribution centers to
assure that such products and their labels are reviewed for compliance with the
Company's Federal Trade Commission consent decrees prior to sale. Scheduled
deliveries are made directly to GNC stores on a one or two-week basis. The
Company's three distribution centers are located in Pittsburgh, Pennsylvania;
Atlanta, Georgia; and Phoenix, Arizona. The Company closed its distribution
center in Dallas, Texas as a result of the addition of the larger square foot
facility in Phoenix. In 1996 the Company increased its square footage of
warehousing by approximately 129,000 square feet or 41% to meet the continuing
demands of the retail store expansion program. In addition to adding new
automated conveyor systems, the Company is engaged in an ongoing process of
upgrading its distribution computer systems to increase mechanization and to
provide maximum productivity. This automation and computer system upgrades
resulted in a 47% increase in warehouse through-put in 1996.
 
GOVERNMENT REGULATIONS
 
     The processing, formulation, packaging, labeling and advertising of the
Company's products are subject to regulation by one or more federal agencies,
including the Food and Drug Administration ("FDA"), Federal Trade Commission
("FTC"), the Consumer Product Safety Commission, the United States Department of
Agriculture and the Environmental Protection Agency. These activities are also
regulated by various agencies of the states and localities in which the
Company's products are sold. The FDA, in particular, regulates the formulation,
manufacture, and labeling of vitamin and mineral supplements.
 
                                        9
<PAGE>   12
 
     Partially in response to the enactment of the Nutrition Labeling and
Education Act of 1990, the FDA, in November, 1991, issued proposed regulations
designed to, among other things, establish specific regulations for the
nutrition labeling of vitamin and mineral supplements and establish procedures
for FDA approval of health claim messages. Final regulations were issued on
January 4, 1994 with respect to the procedures established for FDA approval of
health claim messages. The regulations prohibit the use of any health claim for
a dietary supplement unless the health claim is supported by significant
scientific agreement and is pre-approved by the FDA. To date, the FDA has
approved the use of health claims for dietary supplements only in connection
with calcium and osteoporosis, and folic acid and neural tube defects.
 
     Principally through the efforts of the dietary supplement industry, on
October 25, 1994, the Dietary Supplement Health and Education Act of 1994 was
signed into law. The new law amends the Federal Food, Drug, and Cosmetic Act
and, in the judgment of the Company, is favorable to the dietary supplement
industry. First and foremost, the legislation creates a new statutory class of
"dietary supplements." This new class includes vitamins, minerals, herbs, amino
acids and other dietary substances for human use to supplement the diet and the
legislation grandfathers all dietary ingredients on the market as of October 15,
1994. A dietary supplement which contains a new dietary ingredient, one not on
the market as of October 15, 1994, will require evidence of a history of use or
other evidence of safety establishing that it will reasonably be expected to be
safe, such evidence to be provided by the manufacturer or distributor to the
appropriate authority before it may be marketed. The legislation also recognizes
a need for the dissemination of information linking nutrition and long-term good
health and provides that publications, which are not false and misleading and
present a balanced view of available scientific information on a dietary
supplement, may be used in connection with the sale of dietary supplements to
consumers. Among other changes, the new law prevents the further regulation of
dietary ingredients as "food additives" and allows the use of statements of
nutritional support on product labels and in product labeling. It also
establishes a Commission to study and provide recommendations for "the
regulation of label claims and statements for dietary supplements, including the
use of literature in connection with the sale of dietary supplements and
procedures for the evaluation of such claims. In making such recommendations,
the Commission shall evaluate how best to provide truthful, scientifically
valid, and non misleading information to consumers so that consumers may make
informed and appropriate health care choices for themselves and their families".
It also revokes a negative Advance Notice of Proposed Rule making that the FDA
had published in June of 1993. On December 28, 1995, the FDA published a notice
in the Federal Register setting forth proposed new nutrition labeling
regulations for dietary supplements. Comments were submitted by the industry in
June 1996, and it is anticipated that the FDA will publish final rules in 1997.
It is anticipated the industry will have one year from the publication of the
final rules to bring their products in compliance with the new rules.
 
     In 1984, the FTC instituted an investigation of GNI, a subsidiary of the
Company, alleging deceptive acts and practices in connection with the
advertising and marketing of certain of GNI's products. GNI accepted a proposed
consent order which was finalized in 1989, under which GNI agreed to refrain
from, among other things, making certain claims with respect to certain of its
products unless the claims are based on and substantiated by reliable and
competent scientific evidence. The Company had also entered into a consent order
in 1970 with the FTC which generally addressed "iron deficiency anemia" type
products. As a result of routine monitoring by the FTC as to compliance with
these orders, disputes arose concerning GNI's compliance with these orders, and
with regard to advertising for certain hair care products. While GNI believes
that, at all times, it operated in material compliance with the orders, GNI
entered into a settlement in 1994 with the FTC to avoid protracted litigation.
As a part of this settlement, GNI entered into a consent decree and paid,
without admitting liability, a civil penalty in the amount of $2.4 million. GNI
agreed to adhere to the terms of the 1970 and 1989 consent orders and to abide
by the provisions of the settlement document concerning hair care products. The
Company does not believe that future compliance with the outstanding consent
decrees will materially affect its business operations. GNI intends to petition
the FTC for clarification of what it believes is ambiguous and outmoded language
contained in the 1970 order and also to modify the 1989 order, to minimize
future conflicts over the meaning of the orders.
 
     The FTC continues to monitor the Company's advertising and, from time to
time, requests substantiation with respect to such advertising to assess
compliance with the various outstanding consent decrees and with the Federal
Trade Commission Act. The Company's policy is to use advertising that complies
with the consent
 
                                       10
<PAGE>   13
 
decrees and applicable regulations. To better ensure compliance, in 1993 the
Company discontinued purchasing products at the store and division levels and
began to purchase centrally all third-party products for company-owned stores
and third-party products distributed by the Company to franchise stores. It is
also the Company's policy that all products be received in the Company's
distribution centers to assure that such products and their labels are reviewed
for compliance with the consent decrees prior to sale. The Company also reviews
the use of third-party point of purchase materials such as store signs and
promotional brochures. Nevertheless, there can be no assurance that inadvertent
failures to comply with the consent decrees and applicable regulations will not
occur. Approximately 85% of the products sold by franchise stores flow through
one of the Company's distribution centers. Although franchise contracts contain
strict requirements for store operations, including compliance with federal,
state, and local laws and regulations, the Company cannot exercise the same
degree of control over franchisees as it does over its company-owned stores. 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 provisions of its sales
and marketing program. The Company believes it is in material compliance with
the various consent decrees and with applicable federal and state rules and
regulations regulating its products and marketing program. Compliance with the
provisions of national, state and local environmental laws and regulations has
not had a material effect upon the capital expenditures, earnings, financial
position, liquidity or competitive position of the Company.
 
     The Company cannot determine what effect additional governmental
regulations or administrative orders, when and if promulgated, would have on its
business in the future. They could, however, require the reformulation of
certain products to meet new standards, require the recall or discontinuance of
certain products not capable of reformulation, or impose additional record
keeping, expanded documentation of the properties of certain products, expanded
or different labeling, and scientific substantiation. Any or all of such
requirements could adversely affect the Company's operations and its financial
condition.
 
EMPLOYEES
 
     At February 1, 1997, the Company employed 10,906 people, of whom
approximately 9,398 were employed in Retail; 816 were employed in Manufacturing;
63 were employed in Franchising and 629 were employed in corporate support
functions. None of the Company's employees were covered by a collective
bargaining agreement.
 
 
                                       11