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Nutraceutical International Corporation
1400 Kearns Boulevard, 2nd Floor, Park City, UT 84060 * (435) 655-6000

The company is one of the nation's largest manufacturers and marketers of quality branded nutritional supplements sold to health food stores.

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Salomon Smith BarneyCo-manager (212) 723-7300

Offering Information
NASNTL:NUTR Manufacturing: SIC 2833
Type of Shares:Common Shares Filing Date:12/10/97
U.S. Shares:3,330,000 Offer Date:2/19/98
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:2,000,000 Offer Price:$17.50
Secondary Shares:1,330,000 Gross Spread:$1.23
Offering Amount: $49,950,000 Selling:$0.73
Expenses:$0 Reallowance:$0.10
Post-IPO Shares: -
Employees:400

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Kirkland & Ellis
Bank's Law Firm: Kaye, Scholer, Fierman, Hays & Handler
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Price Waterhouse

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/97 9/30/97
Revenue:$98.10Assets:$90.11
Net Income:$4.25Curr Assets:$35.08
EPS:Liabilities:$73.76
Prior EPS:Curr Liab:$19.47
Cash Flow/Oper:$9.36Equity:$16.35
Cash Flow/Fin:-$3.65Cash:$4.42
Cash Flow/Inv:-$3.62Working Cap:$15.62

Competition
The VMS Industry is highly competitive. The Company's principal competitors in the Healthy Foods Channel include a number of large nationally known manufacturers (such as Twinlab Corporation, Solgar Vitamin and Herb Company, Inc. and Nature's Way Products, Inc.) and many smaller manufacturers and marketers of nutritional supplements. Certain of the Company's principal competitors are larger than the Company, have greater access to capital and may be better able to withstand volatile market conditions. Moreover, because the VMS Industry generally has low barriers to entry, additional competitors could enter the market at any time. In that regard, although the VMS Industry to date has been characterized by many relatively small participants, there can be no assurance that national or international companies (which may include pharmaceutical companies or other suppliers to mass merchandisers) will not seek to enter or to increase their presence in this industry. Increased competition in the industry could have a material adverse effect on the Company.

Business Plan
The Company's strategy is to enhance its position as a leader in supplying quality branded products to the Healthy Foods Channel while continuing to generate rapid growth in sales and profitability. Unlike many of its competitors, the Company has chosen to focus exclusively on the Healthy Foods Channel. Specifically, the Company seeks to: (I) Increase Market Share In the Rapidly Growing Healthy Foods Channel, (ii) Continue to Make Strategic Acquisitions, (iii) Continue to Develop New Products and Product Extensions and (iv) Capitalize on Strong International Growth.

Use of Proceeds
The proceeds from the proposed offering will be used to repay the outstanding indebtedness under the existing credit agreement.

Executive Officers and Directors
Officer NameTitleAge
Robert C. GayDirector46
Matthew S. LevinDirector31
Geofreey S. RehnertDirector40
Frank W. Gay IIDirector, Chairman of the Board and Chief Executive Officer52
Jeffrey A. HinrichsDirector, Chief Operating Officer and Executive Vice President40
Bruce R. HoughDirector, President and C.O.O.43
David M. VancePresident, Au Naturel56
Leslie M. Brown, Jr.Senior Vice President, Finance and Chief Financial Officer33
William T. LoganSenior Vice President, Marketing and Sales55
Stanley E. SoperVice President, Legal Affairs34

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