Collins Foods Prospectus

[Darth Sanderson]

Theunderwritersmay also purchase up to an additional 2,175,000 shares from Herbalife Ltd. at the public offering price, less the underwriting discount, within 30 days from thedate of this prospectus to cover over-allotments.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with informationthat is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of thisdocument.

The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financialstatements (including the accompanying notes) appearing elsewhere in this prospectus. We amended our Memorandum and Articles of Association to change our name from WH Holdings (Cayman Islands) Ltd. toHerbalife Ltd. Unless otherwise noted, the terms "we," "our," "us," "Company" and "Successor" refer to Herbalife Ltd. ("Herbalife") and its subsidiaries, including WH Capital Corporation("WH Capital Corp.") and Herbalife International, Inc. ("Herbalife International") and its subsidiaries for periods subsequent to Herbalife International's acquisition on July 31, 2002by an investment group led by Whitney & Co., LLC and Golden Gate Private Equity, Inc. (the "Acquisition"), and the terms "we," "our," "us," "Company" and "Predecessor" refer to HerbalifeInternational before the Acquisition for periods through July 31, 2002. Herbalife is a holding company, with substantially all of its assets consisting of the capital stock of its indirect,wholly-owned subsidiary, Herbalife International. See "—Corporate Structure and Information." You should carefully consider the information set forth under "Risk Factors." In addition,certain statements in this prospectus are forward-looking statements which involve risks and uncertainties. See "Disclosure Regarding Forward-Looking Statements."

We are a global network marketing company that sells weight management, nutritional supplement and personal care products. We pursue our mission of "changingpeople's lives" by providing a financially rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle. We are one of the largestnetwork marketing companies in the world with net sales of approximately $1.2 billion for the year ended December 31, 2003. We sell our products in 59 countries through a network of overone million independent distributors. We believe the quality of our products and the effectiveness of our distribution network, coupled with geographic expansion have been the primary reasons for oursuccess throughout our 24-year operating history.

Weoffer products in three principal categories: weight management, nutritional supplements which we refer to as "inner nutrition" and personal care which we refer to as "OuterNutrition." Our products are often sold in programs, which are comprised of a series of related products designed to simplify weight management and nutrition for our consumers andmaximize our distributors' cross-selling opportunities. We also sell literature and promotional materials designed to support our distributors' marketing efforts. The following table illustrates ourprincipal product categories:

Weare committed to providing products with scientific substantiation. We have significantly increased our emphasis on scientific research in the fields of weight management andnutrition over the past two years. We believe that our focus on nutrition science will continue to result in meaningful product enhancements that differentiate our products in the marketplace. Ourresearch and development organization combines the

experienceof product development scientists within our company with an external team including world-renowned scientists. Additionally, we contributed to the establishment of the Mark Hughes Cellularand Molecular Nutritional Lab at UCLA (the "UCLA Lab"), which is an independent lab devoted to the advancement of nutrition science. We also introduced Niteworks™, a cardiovascular productdeveloped in conjunction with Louis Ignarro, Ph.D., a Nobel Laureate in Medicine in 2003 and, inMarch 2004, we introduced ShapeWorks™, a comprehensive weight management program based on the clinical experience and the 15 years ofmeal replacement research of David Heber, M.D., Ph.D., professor, and Director of the UCLA Center for Human Nutrition.

Werecently established a 14-member Scientific Advisory Board, comprised of world-renowned scientists, and a Medical Advisory Board consisting of leading medical doctors. Weconsult with members of our Scientific Advisory Board on the advancements in the field of nutrition science, while our Medical Advisory Board provides training on product usage and giveshealth-news updates through Herbalife literature, the internet and live training events around the world. The boards, both chaired by Dr. David Heber, support our internal productdevelopment team by providing expertise on obesity and human nutrition, conducting product research and advising on product concepts.

Webelieve that the direct selling channel is ideally suited to marketing our products. Through education, ongoing personalized customer care and first-hand testimonials ofproduct effectiveness, distributors can motivate their customers to begin and maintain their wellness and weight management programs. We are focused on building and maintaining our distributor networkby offering financially rewarding and flexible career opportunities through sales of quality, innovative products to health conscious consumers. We believe the income opportunity provided by ournetwork marketing program appeals to a broad cross-section of people throughout the world, particularly those seeking to supplement family income, start a home business or pursue entrepreneurial, fulland part-time employment opportunities. Our distributors, who are all independent contractors, can profit from selling our products and can also earn royalties and bonuses on sales made bythe distributors whom they recruit to join their sales organizations. We actively support our distributors through a broad array of motivational, educational and support services, including individualrecognition, reward programs and promotions, and participation in local, national and international Company-sponsored sales and training events and Extravaganzas.

According to the World Federation of Direct Selling Associations, the global direct selling market, which includes sales through network marketing and directmail, reached $86 billion in sales in 2002. The area in which we primarily compete, health and wellness, comprised 15.4% of the 2002 total direct selling market according to the Direct SellingAssociation. According to the Nutrition Business Journal, the U.S. nutritional supplements market grew 5.7% in 2003 to $19.8 billion, of which the weight-loss supplements segment represented$4.2 billion, or 21.3%. In addition, the Nutrition Business Journal reported that sales of weight-loss supplements are projected to grow at a 6.8% compound annual growth rate from 2004 through2010.

Webelieve that the increasing prevalence of obesity and the aging worldwide population are driving demand for nutrition and wellness-related products. The number of obese adultsworldwide has increased from 200 million in 1995 to 300 million in 2000, an increase of 50% based on a study by the World Health Organization. Trends in dieting have followed the higherprevalence of obesity. A 2003 U.S. News & World Report article estimated that 44% of women and 29% of men in the U.S. were on a diet on any given day. Additionally, according to the Centers forDisease Control, by 2030, the number of adults aged 65 or over is expected to increase from 6.9% to 12.0% of the worldwide population.

We believe that our success stems from our ability to inspire and motivate our distributor network with a range of quality, innovative products that appeal toconsumer preferences for healthy living. We have been able to achieve sustained and profitable growth by capitalizing on the following competitive strengths:

We believe that our network marketing model is the most effective way to sell our products. Our objective is to increase the recruitment, retention andproductivity of our distributor base by pursuing distributor, consumer, product and infrastructure strategies. Our strategic initiatives consist of the following:

Our business is subject to numerous risks as discussed more fully in the section entitled "Risk Factors" beginning on page 8 of this prospectus. In particular, ifwe fail to establish and maintain distributor relationships, or if adverse publicity arises that is associated with our products, ingredients or network marketing program or those of similarcompanies, or if we fail to appropriately respond to changing consumer preferences and demand for new products or product enhancements, we may not be able to achieve our business objectives and thevalue of your investment in our common shares may be impaired. In addition, because of the global nature of our business, we will need to further penetrate existing markets or successfully expand ourbusiness into new markets, and if we are not able to do so, our ability to expand our business, and the value of your investment in our common shares, may be impaired.

We acquired Herbalife International on July 31, 2002, which we refer to herein as the "Acquisition." We were formed by and on behalf of an investment groupled by Whitney & Co., LLC ("Whitney") and Golden Gate Private Equity, Inc. ("Golden Gate Capital"), which we refer to collectively herein as the "Equity Sponsors," to consummate theAcquisition.

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