UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
_____________________
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 1, 2005
GNC Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-116040 72-1575170
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
300 Sixth Avenue, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices) (Zip Code)
(412) 288-4600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
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On June 1, 2005, General Nutrition Centers, Inc., our wholly owned
subsidiary, announced that it had commenced an offer to exchange up to
$150,000,000 of its outstanding 8-5/8% Senior Notes due 2011 for 8 5/8% Senior
Notes due 2011 that have been registered under the Securities Act of 1933, as
amended.
A press release announcing the exchange offer was issued on June 1,
2005, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and
which is incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits.
99.1 Press Release, dated June 1, 2005, issued by General Nutrition
Centers, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: June 1, 2005
GNC CORPORATION
By: /s/ James. M. Sander
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Name: James M. Sander
Title: Senior Vice President, Chief
Legal Officer and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated June 1, 2005, issued by General Nutrition
Centers, Inc.