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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000912057-02-022527.txt : 20020531
<SEC-HEADER>0000912057-02-022527.hdr.sgml : 20020531
<ACCEPTANCE-DATETIME>20020531090019
ACCESSION NUMBER:		0000912057-02-022527
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20020531

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WEIGHT WATCHERS INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000105319
		IRS NUMBER:				116040273
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1230

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-89444
		FILM NUMBER:		02667072

	BUSINESS ADDRESS:	
		STREET 1:		175 CROSSWAYS PARK WEST
		CITY:			WOODBURY
		STATE:			NY
		ZIP:			11797
		BUSINESS PHONE:		5163901400

	MAIL ADDRESS:	
		STREET 1:		175 CROSSWAYS PARK WEST
		CITY:			WOODBURY
		STATE:			NY
		ZIP:			11797
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>a2081041zs-3.txt
<DESCRIPTION>S-3
<TEXT>
<Page>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2002.
                                                      REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                      WEIGHT WATCHERS INTERNATIONAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<Table>
<S>                                              <C>
                   VIRGINIA                                        11-6040273
         (STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
       OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)
</Table>

                            175 CROSSWAYS PARK WEST
                         WOODBURY, NEW YORK 11797-2055
                                 (516) 390-1400
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           --------------------------

                            ROBERT W. HOLLWEG, ESQ.
                      WEIGHT WATCHERS INTERNATIONAL, INC.
                            175 CROSSWAYS PARK WEST
                         WOODBURY, NEW YORK 11797-2055
                                 (516) 390-1400
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                           --------------------------

                                WITH COPIES TO:

<Table>
<S>                                              <C>
             RISE B. NORMAN, ESQ.                           KRIS F. HEINZELMAN, ESQ.
          SIMPSON THACHER & BARTLETT                         CRAVATH, SWAINE & MOORE
             425 LEXINGTON AVENUE                               825 EIGHTH AVENUE
           NEW YORK, NEW YORK 10017                         NEW YORK, NEW YORK 10019
</Table>

                           --------------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _______________
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _______________
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                           --------------------------
                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
                                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM
           TITLE OF EACH CLASS OF                 AMOUNT TO BE           OFFERING        AGGREGATE OFFERING        AMOUNT OF
         SECURITIES TO BE REGISTERED              REGISTERED(1)      PRICE PER UNIT(2)        PRICE(2)        REGISTRATION FEE(3)
<S>                                            <C>                  <C>                  <C>                  <C>
Common stock, no par value...................   20,125,000 shares         $42.35            $852,293,750            $78,412
Preferred stock purchase rights(4)...........          --                   --                   --                   --
  Total......................................   20,125,000 shares         $42.35            $852,293,750            $78,412
</Table>

(1) Includes 2,625,000 shares subject to the underwriters' over-allotment
    option.
(2) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rule 457(c), the offering price and registration fee are
    calculated upon the basis of the average of the high and low prices of the
    common stock as reported on the New York Stock Exchange on May 28, 2002.
(3) $75,468.68 of the total registration fee of $78,412 was paid in connection
    with our registration of common stock on Form S-1 (Registration
    No. 333-69362). The remaining amount due has been remitted with a payment of
    $3,000.
(4) The preferred stock purchase rights initially will trade together with the
    common stock. The value attributable to the preferred stock purchase rights,
    if any, is reflected in the offering price of the common stock.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Page>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<Page>
                  SUBJECT TO COMPLETION, DATED         , 2002

                               17,500,000 Shares

                                     [LOGO]
                                  Common Stock
                                    --------

    The shares of common stock are being sold by the selling shareholders named
in this prospectus. We will not receive any of the proceeds from the shares of
common stock sold by the selling shareholders.

    Our common stock is listed on the New York Stock Exchange under the symbol
"WTW". The last reported sale price on the New York Stock Exchange on May 29,
2002 was $42.50 per share.

    The underwriters have an option to purchase a maximum of 2,625,000
additional shares from the selling shareholders to cover over-allotments of
shares.

    Investing in our common stock involves risks. See "Risk Factors" beginning
on page 7.

<Table>
<Caption>
                           Underwriting         Proceeds to
         Price to          Discounts and          Selling
          Public            Commissions        Shareholders
     -----------------   -----------------   -----------------
<S>  <C>                 <C>                 <C>
Per
Share... $               $                   $

Total... $               $                   $
</Table>

    Delivery of the shares of common stock will be made on or about
          , 2002.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                      JOINT LEAD MANAGERS AND BOOKRUNNERS

Credit Suisse First Boston                                   Merrill Lynch & Co.

                                    --------

UBS Warburg

       Goldman, Sachs & Co.

               JPMorgan

                       Morgan Stanley

                               Salomon Smith Barney

                The date of this prospectus is          , 2002.
<Page>
                   Picture of Weight Watchers Magazine Cover
                          Picture of Classroom Meeting
                              Weight Watchers Logo
                          Picture of Program Materials
                          Picture of Program Materials
                     Picture of Woman Measuring Weight Loss
                     Picture of Woman Measuring Weight Loss
                  Picture of Spokeswoman at a press conference
<Page>
                                 --------------

                               TABLE OF CONTENTS

<Table>
<Caption>
                                          PAGE
                                        --------
<S>                                     <C>
PROSPECTUS SUMMARY....................      1
RISK FACTORS..........................      7
CAUTIONARY NOTICE REGARDING
  FORWARD-LOOKING STATEMENTS..........     12
USE OF PROCEEDS.......................     13
DIVIDEND POLICY.......................     13
PRICE RANGE OF OUR COMMON STOCK.......     13
CAPITALIZATION........................     14
SELECTED HISTORICAL FINANCIAL AND
  OTHER INFORMATION...................     15
MANAGEMENT'S DISCUSSION AND ANALYSIS
  OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS.......................     17
INDUSTRY..............................     30
BUSINESS..............................     32
MANAGEMENT............................     42
</Table>

<Table>
<Caption>
                                          PAGE
                                        --------
<S>                                     <C>

PRINCIPAL AND SELLING SHAREHOLDERS....     45
DESCRIPTION OF INDEBTEDNESS...........     46
DESCRIPTION OF CAPITAL STOCK..........     48
SHARES ELIGIBLE FOR FUTURE SALE.......     54
CERTAIN U.S. FEDERAL INCOME TAX
  CONSEQUENCES........................     56
UNDERWRITING..........................     58
NOTICE TO CANADIAN RESIDENTS..........     61
LEGAL MATTERS.........................     62
EXPERTS...............................     62
WHERE YOU CAN FIND ADDITIONAL
  INFORMATION.........................     62
INCORPORATION OF CERTAIN DOCUMENTS BY
  REFERENCE...........................     62
INDEX TO FINANCIAL STATEMENTS.........    F-1
</Table>

                                 --------------

    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
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY BE USED ONLY WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT IS ACCURATE ONLY ON
THE DATE OF THIS DOCUMENT.

    In this prospectus, "Weight Watchers," "we," "us" and "our" refer to Weight
Watchers International, Inc. and its subsidiaries, unless the context otherwise
requires. We refer to our classroom operations that are run directly by us as
company-owned and those run by our franchisees as franchised.

                                       i
<Page>
                               PROSPECTUS SUMMARY

    THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
IT IS NOT COMPLETE AND MAY NOT CONTAIN ALL THE INFORMATION THAT MAY BE IMPORTANT
TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS AND THE INFORMATION INCORPORATED
BY REFERENCE IN THIS PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION, ESPECIALLY
THE INFORMATION PRESENTED UNDER THE HEADING "RISK FACTORS."

                                WEIGHT WATCHERS

    We are a leading global branded consumer company and the leading provider of
weight-loss services in 27 countries around the world. Our programs help people
lose weight and maintain their weight loss and, as a result, improve their
health, enhance their lifestyles and build self-confidence. At the core of our
business are weekly meetings, which promote weight loss through education and
group support in conjunction with a flexible, healthy diet. Each week more than
one million members attend approximately 39,000 Weight Watchers meetings, which
are run by over 14,000 classroom leaders. Our classroom leaders teach, inspire,
motivate and act as role models for our members. Our members typically enroll to
attend consecutive weekly meetings and have historically demonstrated a
consistent re-enrollment pattern across many years.

    We have experienced strong growth in sales and profits over the last five
years since we made the strategic decision to re-focus our meetings exclusively
on our group education approach. We discontinued the in-meeting sale of
pre-packaged meals added in 1990 in our North America company-owned operations
by our previous owner, Heinz. We also modernized our diet to adapt it to
contemporary lifestyles. Through these initiatives, combined with our
strengthened management and strategic focus since our acquisition by Artal
Luxembourg, we have grown our attendance at a compound annual rate, excluding
the impact of our acquisitions, of approximately 13% from fiscal 1997 through
fiscal 2001 and our operating income margin improved from 6.7% (before a
restructuring charge) to 31.2% over the same period. Our revenues for fiscal
2001 were $623.9 million. For the first three months of 2002, our revenues grew
more than 23% over the comparable period in the prior year.

    The number of overweight and obese people worldwide has been increasing due
to improving living standards and changing eating patterns, as well as
increasingly sedentary lifestyles. The proportion of U.S. adults who are
overweight has grown from 47% to 61% over the last 20 years, and the number of
overweight people worldwide now exceeds one billion. A growing number of
overweight people are dieting not only because of a desire to improve their
appearance but also due to a greater awareness of the health risks associated
with being overweight.

    Throughout our 40-year history, we have maintained that long-term behavior
modification is the only effective way to achieve sustainable weight loss.
Although approximately 70% of U.S. dieters try to lose weight by themselves,
clinical studies have shown that people who attend Weight Watchers meetings are
much more likely to lose weight than people who diet on their own. In contrast
to our group education approach to long-term behavior modification, most
weight-loss companies have focused on quick-fix methods, such as fad diets, meal
replacements and diet drugs, and have typically experienced limited or
short-lived success. We believe that our approach will continue to achieve
success and that we will capture an increasing share of the growing worldwide
market for weight-loss services.

OUR STRENGTHS

- - BILLION DOLLAR GLOBAL BRAND. Our proven 40-year track record of safe and
  sensible weight loss has established WEIGHT WATCHERS as the leading global
  weight-loss brand. We believe that our brand conveys an image of effective,
  healthy and flexible weight loss in a supportive environment. Our brand is
  widely recognized throughout the world with retail sales of over $1.5 billion
  in 2001, including sales by licensees and franchisees. Currently, over 97% of
  U.S. women recognize the WEIGHT

                                       1
<Page>
  WATCHERS brand. In addition, our program is the most widely recommended
  weight-loss program by U.S. doctors. Our credibility is further enhanced by
  the endorsement of the U.S. government.

- - LEADING MARKET POSITION. We are the market leader in weight-loss services in
  every country in which we operate, other than Denmark, Poland and South
  Africa. In addition, we face no significant group education-based competition
  in any of our major markets except the United Kingdom, where we have faced
  group education-based competition for 30 years. Even there, we have
  approximately a 50% market share and approximately twice the revenues of our
  largest competitor. The combination of our strong brand and our unparalleled
  network of over 14,000 classroom leaders, who have achieved their weight-loss
  goals on our program, provides us with a formidable competitive advantage.

- - LOYAL MEMBER BASE. For many of our members, our classroom program is an
  inspirational experience that helps them address their life-long challenge of
  weight control. Our members have historically demonstrated a consistent
  pattern of repeat enrollment over a number of years. On average, in our North
  America company-owned, or NACO, operations, our members have enrolled in four
  separate program cycles.

- - ATTRACTIVE VALUE TO MEMBERS. Our low meeting fees ($10 in the majority of our
  NACO markets) offer members an attractive value as compared to other
  alternatives. For their fee, our members gain access to our scientifically
  developed diet, detailed program materials and class instruction by one of our
  trained leaders, as well as group support where members contribute to each
  other's weight-loss success.

- - UNIQUE BUSINESS MODEL. Our business model features high margins, a variable
  cost structure and low capital requirements.

    - HIGH CONTRIBUTION MARGINS. During fiscal 2001, our meetings generated a
      contribution margin of over 50%. In that period, for example, our NACO
      meetings averaged attendance of 38 members and generated average revenues
      of over $540 per class, including product sales, while our cost of sales
      is primarily the compensation of two or three part-time employees, the
      hourly rental of the meeting location and the cost of products sold.

    - VARIABLE COST STRUCTURE. Our staff is usually paid on a commission basis
      and space is typically rented as needed. Moreover, we adjust the number of
      meetings according to demand, including seasonal fluctuations. This
      variable cost structure enables us to maintain high margins across varying
      levels of demand.

    - LOW MARKETING COSTS. Our marketing expenditures were less than 12% of our
      revenues in fiscal 2001. Our strong brand, together with the effectiveness
      of our program and our loyal member base, enable us to attract new and
      returning members efficiently through both word-of-mouth referrals and
      mass marketing programs.

    - STRONG FREE CASH FLOW. In fiscal 2001, our operating income margin was
      over 30%, while our capital expenditures were less than 1% of revenues.
      Because we can add additional meetings with little or no capital
      expenditures and our members typically pay cash at each meeting or prepay
      for a series of meetings, we require little new capital to grow.

OUR GROWTH STRATEGY

    The large and growing global weight-loss market provides us with significant
growth potential. In addition, we believe we can increase our share of this
market by:

- - INCREASING PENETRATION IN EXISTING MAJOR MARKETS. In the United Kingdom, the
  penetration rate of our target demographic group, overweight women ages 25 to
  64, by all group education-based commercial weight-loss programs now exceeds
  20%. We believe that this demonstrates the potential

                                       2
<Page>
  for significant increases in penetration in our other major markets. Because
  we do not face significant group education-based competition outside the
  United Kingdom, we believe that we are best positioned to capture this growth.
  In fact, we have reached a market penetration of over 14% in Sweden, while in
  our largest market, the United States, our market penetration was
  approximately 9% in fiscal 2001.

- - DEVELOPING LESS PENETRATED MARKETS AND ENTERING NEW MARKETS. We believe that
  we have significant long-term growth opportunities in countries where we have
  established a meeting infrastructure but where our penetration rates are
  relatively low. For example, in Germany, where our penetration is less than 2%
  of our target market, we grew our attendance by over 50% in fiscal 2001. We
  have recently expanded into Spain and Denmark and believe we have the ability
  to enter other new markets as our program has proven adaptable in 30
  countries.

- - GROWING PRODUCT SALES. In fiscal 2001, sales of our proprietary products
  represented 27% of our revenues, up from 11% in fiscal 1997. We have grown our
  product sales per attendance by focusing on a core group of products that
  complement our program. We currently sell snack bars, books, CD-ROMs, POINTS
  calculators and other items primarily through classroom operations. We will
  continue to optimize our classroom product offerings by updating existing
  products and selectively introducing new products.

- - GROWING LICENSING ROYALTIES. We currently license the WEIGHT WATCHERS brand in
  certain categories of food, books and other products. We derived less than 1%
  of our fiscal 2001 revenues from licensing and royalties but believe there are
  opportunities to take advantage of the strength of our brand through
  additional licensing agreements. In the first quarter of 2002, we began
  receiving royalties from our affiliate and licensee,
  WeightWatchers.com, Inc., which launched two Internet-based paid subscription
  products during 2001.

- - ADDRESSING NEW CUSTOMER SEGMENTS. We believe there are significant
  opportunities to expand our customer base by developing products and services
  designed to meet the needs of a broader audience. For example, while
  approximately 95% of our current members are women, we are actively
  researching and developing new products and services that are intended to have
  a greater appeal to men.

                                 --------------

    Our principal executive offices are located at 175 Crossways Park West,
Woodbury, New York 11797-2055. Our telephone number at that address is
(516) 390-1400.

                                       3
<Page>
                                  THE OFFERING

<Table>
<S>                                            <C>
Common stock offered by the selling
  shareholders...............................  17,500,000 shares (or 20,125,000 shares if
                                               the underwriters exercise the over-allotment
                                               option in full)

Total common stock outstanding after this
  offering...................................  105,840,918 shares

Use of proceeds..............................  We will not receive any of the proceeds from
                                               the sale of shares by the selling
                                               shareholders. The selling shareholders will
                                               receive all net proceeds from the sale of
                                               shares of our common stock offered in this
                                               prospectus.

Dividend policy..............................  We do not expect to pay any dividends on our
                                               common stock for the foreseeable future.

New York Stock Exchange symbol...............  WTW
</Table>

    The number of shares of common stock shown to be outstanding after this
offering is based on the number of shares outstanding as of May 15, 2002. This
number excludes:

    - 5,277,464 shares of our common stock issuable upon exercise of outstanding
      stock options and

    - 1,346,800 shares of our common stock reserved for future issuance under
      our existing stock option plan.

                                       4
<Page>
             SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

    The following table sets forth certain of our summary historical financial
information. The summary historical consolidated financial information as of and
for the fiscal years ended April 24, 1999 and April 29, 2000, the eight months
ended December 30, 2000 and the fiscal year ended December 29, 2001 have been
derived from, and should be read in conjunction with, our audited consolidated
financial statements and the related notes included elsewhere or incorporated by
reference in this prospectus. The summary historical consolidated financial
information as of and for the three months ended March 31, 2001 and March 30,
2002 have been derived from, and should be read in conjunction with, our
unaudited consolidated financial statements and the related notes included
elsewhere or incorporated by reference in this prospectus. Interim results for
the three months ended March 30, 2002 are not necessarily indicative of, and are
not projections for, the results to be expected for the full fiscal year.

<Table>
<Caption>
                                                     FISCAL YEAR ENDED      EIGHT MONTHS   FISCAL YEAR      THREE MONTHS ENDED
                                                  -----------------------      ENDED          ENDED       -----------------------
                                                  APRIL 24,    APRIL 29,    DECEMBER 30,   DECEMBER 29,   MARCH 31,    MARCH 30,
                                                     1999         2000          2000           2001          2001         2002
                                                  ----------   ----------   ------------   ------------   ----------   ----------
                                                  (52 WEEKS)   (53 WEEKS)    (35 WEEKS)     (52 WEEKS)    (13 WEEKS)   (13 WEEKS)
                                                                      (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S>                                               <C>          <C>          <C>            <C>            <C>          <C>
STATEMENT OF OPERATIONS INFORMATION:
Revenues, net...................................    $364.6       $399.5        $273.2        $ 623.9        $171.9       $212.5
Cost of revenues................................     178.9        201.4         139.3          286.4          77.4         96.0
                                                    ------       ------        ------        -------        ------       ------
  Gross profit..................................     185.7        198.1         133.9          337.5          94.5        116.5
Marketing expenses..............................      52.9         51.5          27.0           69.7          27.1         29.3
Selling, general and administrative expenses....      51.5         53.7          34.4           73.0          19.2         16.1
Transaction costs...............................        --          8.3            --             --            --           --
                                                    ------       ------        ------        -------        ------       ------
  Operating income..............................      81.3         84.6          72.5          194.8          48.2         71.1

Interest (income) expense, net..................      (7.1)        31.1          37.1           54.5          14.1         10.8
Other expense (income), net.....................       2.6        (13.4)         14.3           13.3          (1.0)        (0.6)
                                                    ------       ------        ------        -------        ------       ------
  Income before income taxes, minority interest
    and extraordinary item......................      85.8         66.9          21.1          127.0          35.1         60.9
Provision for (benefit from) income taxes.......      36.4         28.3           5.9          (23.2)         11.8         23.6
                                                    ------       ------        ------        -------        ------       ------
  Income before minority interest and
    extraordinary item..........................      49.4         38.6          15.2          150.2          23.3         37.3
Minority interest...............................       1.5          0.8           0.2            0.1            --           --
                                                    ------       ------        ------        -------        ------       ------
  Income before extraordinary item..............      47.9         37.8          15.0          150.1          23.3         37.3
  Extraordinary charge on early extinguishment
    of debt.....................................        --           --            --            2.9            --           --
                                                    ------       ------        ------        -------        ------       ------
  Net income(1).................................    $ 47.9       $ 37.8        $ 15.0        $ 147.2        $ 23.3       $ 37.3
                                                    ======       ======        ======        =======        ======       ======
Preferred stock dividends.......................        --       $  0.9        $  1.0        $   1.5        $  0.4       $  0.3
                                                    ------       ------        ------        -------        ------       ------
  Net income available to common shareholders...    $ 47.9       $ 36.9        $ 14.0        $ 145.7        $ 22.9       $ 37.0
                                                    ======       ======        ======        =======        ======       ======
PER SHARE INFORMATION:
Basic net income per share:
  Income before extraordinary item..............    $ 0.17       $ 0.20        $ 0.13        $  1.37        $ 0.20       $ 0.35
  Extraordinary item, net of taxes..............        --           --            --          (0.03)           --           --
                                                    ------       ------        ------        -------        ------       ------
  Net income....................................    $ 0.17       $ 0.20        $ 0.13        $  1.34        $ 0.20       $ 0.35
                                                    ======       ======        ======        =======        ======       ======
Diluted net income per share:
  Income before extraordinary item..............    $ 0.17       $ 0.20        $ 0.13        $  1.34        $ 0.20       $ 0.34
  Extraordinary item, net of taxes..............        --           --            --          (0.03)           --           --
                                                    ------       ------        ------        -------        ------       ------
  Net income(1).................................    $ 0.17       $ 0.20        $ 0.13        $  1.31        $ 0.20       $ 0.34
                                                    ======       ======        ======        =======        ======       ======
Basic weighted average number of shares(2)......     276.4        182.2         112.0          108.7         112.0        105.6
                                                    ======       ======        ======        =======        ======       ======
Diluted weighted average number of shares(2)....     276.4        182.2         112.0          111.0         113.6        108.1
                                                    ======       ======        ======        =======        ======       ======
</Table>

                                       5
<Page>

<Table>
<Caption>
                                                     FISCAL YEAR ENDED      EIGHT MONTHS   FISCAL YEAR      THREE MONTHS ENDED
                                                  -----------------------      ENDED          ENDED       -----------------------
                                                  APRIL 24,    APRIL 29,    DECEMBER 30,   DECEMBER 29,   MARCH 31,    MARCH 30,
                                                     1999         2000          2000           2001          2001         2002
                                                  ----------   ----------   ------------   ------------   ----------   ----------
                                                  (52 WEEKS)   (53 WEEKS)    (35 WEEKS)     (52 WEEKS)    (13 WEEKS)   (13 WEEKS)
                                                                      (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S>                                               <C>          <C>          <C>            <C>            <C>          <C>
OTHER FINANCIAL INFORMATION:
Net cash provided by (used in):
  Operating activities..........................    $ 57.9       $ 49.9        $ 28.9        $ 121.6        $ 55.5       $ 73.2
  Investing activities..........................      (3.0)       (19.6)        (21.6)        (120.1)        (92.1)       (47.8)
  Financing activities..........................     (47.7)         8.1          (8.0)         (21.4)         30.8        (14.2)
Depreciation and amortization...................       9.6          9.3           6.6           13.2           3.4          1.2
Capital expenditures............................       2.5          1.9           3.6            3.8           0.7          1.0

BALANCE SHEET INFORMATION (AT END OF PERIOD):
Working capital (deficit).......................    $ 91.2       $ (0.9)       $ 10.2        $ (24.1)       $(28.9)      $(57.9)
Total assets....................................     371.4        334.2         346.2          482.8         413.2        537.5
Total debt......................................      39.6        474.6         470.7          474.0         495.7        485.7
Redeemable securities:
  Preferred stock...............................        --         25.9          26.0           26.0          26.4           --
</Table>

- ------------------------------

(1)  Effective December 30, 2001, we adopted SFAS No. 142, "Goodwill and Other
     Intangibles Assets," and as a result, we are no longer amortizing our
    goodwill. Had we adopted this standard at the beginning of fiscal 1999, our
    net income and diluted earnings per share would have been $51.3 million and
    $0.18 for fiscal 1999, $40.6 million and $0.22 for fiscal 2000,
    $16.7 million and $0.15 for the eight months ended December 30, 2000,
    $152.0 million and $1.37 for fiscal 2001, and $24.3 million and $0.21 for
    the three months ended March 31, 2001, respectively. See note 2 to our
    audited consolidated financial statements.

(2)  Prior to our acquisition by Artal Luxembourg on September 29, 1999, there
     were 4,705 shares of our common stock outstanding. In connection with the
    transactions related to our acquisition, we declared a stock split that
    resulted in 276,428,607 outstanding shares of our common stock. We have
    adjusted our historical statements to reflect the stock split. We then
    repurchased 164,441,039 shares in connection with the transactions so that
    upon completion of our acquisition, there were 111,987,568 shares of our
    common stock outstanding.

                                       6
<Page>
                                  RISK FACTORS

    AN INVESTMENT IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD CONSIDER
CAREFULLY, IN ADDITION TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS BEFORE DECIDING TO
PURCHASE ANY SHARES OF OUR COMMON STOCK.

RISKS RELATING TO OUR COMPANY

COMPETITION FROM A VARIETY OF OTHER WEIGHT-LOSS METHODS COULD RESULT IN
DECREASED DEMAND FOR OUR SERVICES.

    The weight-loss business is highly competitive and we compete against a
large number of alternative providers of various sizes, some of which may have
greater financial resources than we. We compete against self-administered
weight-loss regimens, other commercial weight-loss programs, Internet-based
weight-loss programs, nutritionists, dietitians, the pharmaceutical industry,
dietary supplements and certain government agencies and non-profit groups that
offer weight control help by means of diets, exercise and weight-loss drugs. We
also compete against food manufacturers and distributors that are developing and
marketing meal replacement and diet products to weight-conscious consumers. In
addition, new or different products or methods of weight control are continually
being introduced. This competition and any increase in competition, including
new pharmaceuticals and other technological and scientific developments in
weight control, may result in decreased demand for our services.

OUR OPERATING RESULTS DEPEND ON THE EFFECTIVENESS OF OUR MARKETING AND
ADVERTISING PROGRAMS.

    Our business success depends on our ability to attract new members to our
classes and retain existing members. The effectiveness of our marketing
practices, in particular our advertising campaigns, is important to our
financial performance. If our marketing and advertising campaigns for classroom
meetings do not generate a sufficient number of members, our results of
operations will be adversely affected.

IF WE DO NOT CONTINUE TO DEVELOP NEW PRODUCTS AND SERVICES AND ENHANCE OUR
EXISTING PRODUCTS AND SERVICES, OUR BUSINESS MAY SUFFER.

    Our future success depends on our ability to continue to develop and market
new products and services and to enhance our existing products and services on a
timely basis to respond to new and evolving customer demands, achieve market
acceptance and keep pace with new nutritional and weight-loss developments. We
may not be successful in developing, introducing on a timely basis or marketing
any new or enhanced products and services, and we cannot assure you that any new
or enhanced products or services will be accepted by the market. The failure of
our products and services to be accepted by the market would have an adverse
impact on us.

OUR DEBT SERVICE OBLIGATIONS COULD IMPEDE OUR OPERATIONS AND FLEXIBILITY.

    Our financial performance could be affected by our level of debt. As of
March 30, 2002, we had total debt of $485.7 million. We also had additional
availability under our revolving credit facility as of that date of
$28.5 million. Our net interest expense for fiscal 2001 and for the three months
ended March 30, 2002 was $54.5 million and $10.8 million, respectively.

    Our level of debt could have important consequences for you, including the
following:

    - we will need to use a large portion of the money we earn to pay principal
      and interest on outstanding amounts due under our senior credit
      facilities, senior subordinated notes and other debt, which will reduce
      the amount of money available to us for financing our operations and other
      business activities,

                                       7
<Page>
    - we may have a much higher level of debt than certain of our competitors,
      which may put us at a competitive disadvantage,

    - we may have difficulty borrowing money in the future, and

    - our debt level makes us more vulnerable to economic downturns and adverse
      developments in our business.

    We expect to obtain the money to pay our expenses and to pay the principal
and interest on our outstanding debt from our operations. Our ability to meet
our expenses and debt service obligations thus depends on our future
performance, which will be affected by financial, business, economic,
demographic and other factors, such as attitudes toward weight loss and pressure
from our competitors. If we do not have enough money to pay our debt service
obligations, we may be required to refinance all or part of our existing debt,
sell assets, borrow more money or raise equity. In that event, we may not be
able to refinance our debt, sell assets, borrow more money or raise equity on
terms acceptable to us or at all.

WE ARE SUBJECT TO RESTRICTIVE DEBT COVENANTS, WHICH MAY RESTRICT OUR OPERATIONAL
  FLEXIBILITY.

    Our senior credit facilities contain covenants that restrict our ability to
incur additional indebtedness, pay dividends on and redeem capital stock, make
other restricted payments, including investments, sell our assets and enter into
consolidations, mergers and transfers of all or substantially all of our assets.
Our senior credit facilities also require us to maintain specified financial
ratios and satisfy financial condition tests. Our ability to meet those
financial ratios and tests can be affected by events beyond our control and we
cannot assure you that we will meet those ratios and tests. A breach of any of
these covenants, ratios, tests or restrictions could result in an event of
default under the credit facilities. If an event of default exists under the
credit facilities, the lenders could elect to declare all amounts outstanding
thereunder to be immediately due and payable. If the lenders under the credit
facilities accelerate the payment of the indebtedness, we cannot assure you that
our assets would be sufficient to repay in full that indebtedness and our other
indebtedness that would become due as a result of any acceleration.

    In addition, we have entered into indentures in connection with the issuance
of our senior subordinated notes that contain covenants with respect to us and
our subsidiaries. Those covenants restrict our ability to incur additional
indebtedness, issue preferred stock, pay dividends on and redeem capital stock,
make other restricted payments, including investments, sell our assets and enter
into consolidations, mergers and transfers of all or substantially all of our
assets.

ACTIONS TAKEN BY OUR FRANCHISEES AND LICENSEES MAY HARM OUR BRAND OR REPUTATION.

    We believe that the WEIGHT WATCHERS brand is one of our most valuable assets
and that our reputation provides us with a competitive advantage. Our
franchisees operate their businesses under our brand. In addition, we license
our brand to third-party manufacturers of a variety of goods, including food
products. Further, when we were acquired from Heinz, Heinz retained a perpetual,
royalty-free license to continue using the WEIGHT WATCHERS brand in its core
food categories, including frozen dinners, frozen breakfasts, frozen desserts
and frozen pizza. Because our franchisees and licensees are independent third
parties with their own financial objectives, actions taken by them, including
breaches of their contractual obligations, such as not following our diets or
not maintaining our quality standards, could harm our brand or reputation. Also,
the products we license to third parties may be subject to product recalls or
other deficiencies. Any negative publicity associated with these actions or
recalls may adversely affect our reputation and thereby result in decreased
classroom attendance and lower revenues.

                                       8
<Page>
DISPUTES WITH OUR FRANCHISE OPERATORS COULD DIVERT OUR MANAGEMENT'S ATTENTION.

    In the past, we have had disputes with our franchisees regarding operations
and other contractual issues. We continue to have disputes with a few of our
franchisees regarding the interpretation of franchisee rights as they relate to
the Internet and mail-order products. These disputes and any future disputes
could divert the attention of our management from their ordinary
responsibilities.

OUR INTERNATIONAL OPERATIONS EXPOSE US TO ECONOMIC, POLITICAL AND SOCIAL RISKS
IN THE COUNTRIES IN WHICH WE OPERATE.

    The international nature of our existing and planned operations involves a
number of risks, including changes in U.S. and foreign government regulations,
tariffs, taxes and exchange controls, economic downturns, inflation and
political and social instability in the countries in which we operate and our
dependence on foreign personnel. Foreign government regulations may also
restrict our ability to own or operate subsidiaries in those countries, acquire
new businesses or repatriate dividends from foreign subsidiaries back to the
United States. We cannot be certain that we will be able to enter and
successfully compete in additional foreign markets or that we will be able to
continue to compete in the foreign markets in which we currently operate.

WE ARE EXPOSED TO FOREIGN CURRENCY RISKS FROM OUR INTERNATIONAL OPERATIONS THAT
COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS.

    A significant portion of our revenues and operating costs are, and a portion
of our indebtedness is, denominated in foreign currencies. We are therefore
exposed to fluctuations in the exchange rates between the U.S. dollar and the
currencies in which our foreign operations receive revenues and pay expenses,
including debt service. Our consolidated financial results are denominated in
U.S. dollars and therefore, during times of a strengthening U.S. dollar, our
reported international revenues and earnings will be reduced because the local
currency will translate into fewer U.S. dollars. In addition, the assets and
liabilities of our non-U.S. subsidiaries are translated into U.S. dollars at the
exchange rates in effect at the balance sheet date. Revenues and expenses are
translated into U.S. dollars at the weighted average exchange rate for the
period. The resulting translation adjustments are recorded in shareholders'
equity as accumulated other comprehensive income (loss). Furthermore, we revalue
our outstanding senior subordinated Euro notes at the end of each period, and
the resulting change in value is reflected in the income statement of the
corresponding period. Accordingly, changes in currency exchange rates will cause
our net income and shareholders' equity to fluctuate.

OUR RESULTS OF OPERATIONS MAY DECLINE AS A RESULT OF A DOWNTURN IN GENERAL
ECONOMIC CONDITIONS.

    Our results of operations are highly dependent on meeting fees and product
sales we generate from our classroom operations. A downturn in general economic
conditions or consumer confidence and spending in any of our major markets
caused by terrorist attacks or other events outside of our control could result
in people curtailing their discretionary spending, which, in turn, could reduce
attendance at our meetings. Reduced meeting attendance would cause the meeting
fees we receive and our product sales to decline, which would adversely affect
our results of operations.

THE SEASONAL NATURE OF OUR BUSINESS COULD CAUSE OUR OPERATING RESULTS TO
  FLUCTUATE.

    We have experienced and expect to continue to experience fluctuations in our
quarterly results of operations. Our business is seasonal with revenues
generally decreasing at year end and during the summer months. This seasonality
could cause our share price to fluctuate as the results of an interim financial
period may not be indicative of our full year results. In addition, our
classroom operations are subject to local conditions beyond our control,
including the weather, natural disasters and other extraordinary events, that
may prevent current or prospective members from attending or joining

                                       9
<Page>
classes. The inability of prospective members to join our classes at the
beginning of a diet season could adversely affect our results of operations
throughout the entire diet season.

OUR ADVERTISING AND FRANCHISE OPERATIONS ARE SUBJECT TO LEGISLATIVE AND
  REGULATORY RESTRICTIONS.

    A number of laws and regulations govern our advertising, franchise
operations and relations with consumers. The Federal Trade Commission, or FTC,
and certain states regulate advertising, disclosures to consumers and
franchisees and other consumer matters. Our customers may file actions on their
own behalf, as a class or otherwise, and may file complaints with the FTC or
state or local consumer affairs offices and these agencies may take action on
their own initiative or on a referral from consumers or others.

    During the mid-1990s, the FTC filed complaints against a number of
commercial weight-loss providers alleging violations of the Federal Trade
Commission Act by the use and content of advertisements for weight-loss programs
that featured testimonials, claims for program success and safety and statements
as to program costs to participants. In 1997, we entered into a consent order
with the FTC settling all contested issues raised in the complaint filed against
us. The consent order requires us to comply with certain procedures and
disclosures in connection with our advertisements of products and services but
does not contain any admission of guilt nor require us to pay any civil
penalties or damages.

    Our foreign operations and franchises are also generally subject to
regulations of the applicable country regarding the offer and sale of
franchises, the content of advertising and promotion of diet products and
programs. Future legislation or regulations, including legislation or
regulations affecting our marketing and advertising practices, relations with
consumers or franchisees or our food products, could have an adverse impact on
us.

RISKS RELATED TO THIS OFFERING

ARTAL LUXEMBOURG CONTROLS US AND MAY HAVE CONFLICTS OF INTEREST WITH OTHER
  SHAREHOLDERS IN THE FUTURE.

    Artal Luxembourg S.A. controls us. After this offering, Artal Luxembourg
will beneficially own 60.5% of our common stock or 58.2% if the underwriters
exercise their over-allotment option in full. Artal Luxembourg will continue to
be able to control the election and removal of our directors and determine our
corporate and management policies, including potential mergers or acquisitions,
payment of dividends, asset sales and other significant corporate transactions.
We cannot assure you that the interests of Artal Luxembourg will coincide with
the interests of other holders of our common stock. In addition, Artal
Luxembourg also owns 72.2% of the common stock, or 47.2% on a fully diluted
basis, of our licensee, WeightWatchers.com. Artal Luxembourg's interests with
respect to WeightWatchers.com may differ from the interests of our other
shareholders.

FUTURE SALES OF OUR SHARES COULD DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

    The market price of our common stock could decline as a result of sales of a
large number of shares of our common stock in the market after this offering or
the perception that these sales could occur. These sales, or the possibility
that these sales may occur, also might make it more difficult for us to sell
equity securities in the future at a time and at a price that we deem
appropriate.

    The public market for our common stock includes 20,010,000 shares of our
common stock that we sold in our initial public offering and, after giving
effect to this offering, will include an additional 17,500,000 shares of our
common stock (20,125,000 shares if the underwriters exercise their over-
allotment option in full).

    As of May 15, 2002, there were 105,840,918 shares of our common stock
outstanding. Subject to the lock-up provisions described below and certain
management and employee stockholder agreements,

                                       10
<Page>
all of these shares will be freely tradeable without restriction or further
registration under the Securities Act of 1933, as amended, by persons other than
our affiliates within the meaning of Rule 144 under the Securities Act.

    Following this offering, Artal Luxembourg will own 64,030,291 shares of our
common stock or 61,557,185 shares if the underwriters exercise their
over-allotment option in full. Artal Luxembourg will be able to sell its shares
in the public market from time to time, subject to certain limitations on the
timing, amount and method of those sales imposed by SEC regulations. Artal
Luxembourg and the underwriters have agreed to a "lock-up" period, meaning that
Artal Luxembourg may not sell any of its shares without the prior consent of
Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated for 90 days after the date of this prospectus. Artal Luxembourg has
the right to cause us to register the sale of shares of common stock owned by it
and to include its shares in future registration statements relating to our
securities. If Artal Luxembourg were to sell a large number of its shares, the
market price of our stock could decline significantly. In addition, the
perception in the public markets that sales by Artal Luxembourg might occur
could also adversely affect the market price of our common stock.

    In addition to Artal Luxembourg's lock-up period, sales of our common stock
are also restricted by lock-up agreements that our directors and executive
officers and the other selling shareholders have entered into with the
underwriters. The lock-up agreements restrict our directors and executive
officers and the other selling shareholders, subject to specified exceptions,
from selling or otherwise disposing of any shares for a period of 90 days after
the date of this prospectus without the prior consent of Credit Suisse First
Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated may, however, in their sole discretion and without notice, release
all or any portion of the shares from the restrictions in the lock-up
agreements.

    In the future, we may issue our securities in connection with investments.
The amount of our common stock issued in connection with an investment could
constitute a material portion of our then outstanding common stock.

OUR ARTICLES OF INCORPORATION AND BYLAWS AND VIRGINIA CORPORATE LAW CONTAIN
PROVISIONS THAT MAY DISCOURAGE A TAKEOVER ATTEMPT.

    Provisions contained in our articles of incorporation and bylaws and the
laws of Virginia, the state in which we are organized, could make it more
difficult for a third party to acquire us, even if doing so might be beneficial
to our shareholders. Provisions of our articles of incorporation and bylaws
impose various procedural and other requirements, which could make it more
difficult for shareholders to effect certain corporate actions. For example, our
articles of incorporation authorize our board of directors to determine the
rights, preferences, privileges and restrictions of unissued series of preferred
stock, without any vote or action by our shareholders. Thus, our board of
directors can authorize and issue shares of preferred stock with voting or
conversion rights that could adversely affect the voting or other rights of
holders of our common stock. These rights may have the effect of delaying or
deterring a change of control of our company. In addition, a change of control
of our company may be delayed or deterred as a result of our having three
classes of directors or as a result of the shareholders' rights plan adopted by
our board of directors. These provisions could limit the price that certain
investors might be willing to pay in the future for shares of our common stock.

THE MARKET PRICE OF OUR COMMON STOCK MAY BE VOLATILE, WHICH COULD CAUSE THE
VALUE OF YOUR INVESTMENT TO DECLINE.

    Securities markets worldwide experience significant price and volume
fluctuations. This market volatility, as well as general economic, market or
political conditions, could reduce the market price of

                                       11
<Page>
our common stock in spite of our operating performance. In addition, our
operating results could be below the expectations of public market analysts and
investors, and in response, the market price of our common stock could decrease
significantly. You may be unable to resell your shares of our common stock at or
above the initial public offering price.

             CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

    This prospectus and the documents incorporated by reference in this
prospectus include "forward-looking statements," within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, in particular, the statements about our plans,
strategies and prospects under the headings "Prospectus Summary," "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Industry" and "Business." We have used the words "may," "will," "expect,"
"anticipate," "believe," "estimate," "plan," "intend" and similar expressions in
this prospectus and the documents incorporated by reference in this prospectus
to identify forward-looking statements. We have based these forward-looking
statements on our current views with respect to future events and financial
performance. Actual results could differ materially from those projected in the
forward-looking statements. These forward-looking statements are subject to
risks, uncertainties and assumptions, including, among other things:

    - competition, including price competition and competition with self-help,
      medical and other weight-loss programs and products;

    - risks associated with the relative success of our marketing and
      advertising;

    - risks associated with the continued attractiveness of our programs;

    - risks associated with our ability to meet our obligations related to our
      outstanding indebtedness;

    - risks associated with general economic conditions;

    - adverse results in litigation and regulatory matters, the adoption of
      adverse legislation or regulations, more aggressive enforcement of
      existing legislation or regulations or a change in the interpretation of
      existing legislation or regulations; and

    - the other factors referenced under the heading "Risk Factors."

    You should not put undue reliance on any forward-looking statements. You
should understand that many important factors, including those discussed under
the headings "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," could cause our results to
differ materially from those expressed or suggested in any forward-looking
statements.

                                       12
<Page>
                                USE OF PROCEEDS

    We will not receive any of the proceeds from the sale of shares by the
selling shareholders. The selling shareholders will receive all net proceeds
from the sale of the shares of our common stock in this offering.

                                DIVIDEND POLICY

    We did not declare or pay any cash dividends on our common stock in fiscal
2001. We do not intend to pay any dividends on our common stock in the
foreseeable future. Any decision to declare and pay dividends in the future will
be made at the discretion of our board of directors, after taking into account
our financial results, capital requirements and other factors they may deem
relevant. Our debt instruments impose restrictions on our ability to pay
dividends.

                        PRICE RANGE OF OUR COMMON STOCK

    Trading in our common stock commenced on the New York Stock Exchange on
November 15, 2001 under the symbol "WTW". The following table sets forth, for
the periods indicated, the high and low sales prices per share for our common
stock as reported on the New York Stock Exchange consolidated tape.

<Table>
<Caption>
                                                                   HIGH               LOW
                                                              ---------------   ---------------
<S>                                                           <C>               <C>
2001
Fourth Quarter..............................................  $         36.10   $         28.25

2002
First Quarter...............................................  $         39.35   $         31.35
Second Quarter (through May 29, 2002).......................  $         44.55   $         35.80
</Table>

                                       13
<Page>
                                 CAPITALIZATION

    The following table sets forth our cash and our capitalization as of
March 30, 2002. You should read this table in conjunction with our consolidated
financial statements and the related notes included elsewhere in this prospectus
and "Selected Historical Financial and Other Information" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

<Table>
<Caption>
                                                                MARCH 30,
                                                                   2002
                                                              --------------
                                                              (in millions)
<S>                                                           <C>
Cash........................................................     $  34.5
                                                                 =======
Long-term debt (including current maturities):
  Senior credit facilities(1)...............................     $ 248.5
  Senior subordinated notes due 2009(2).....................       237.2
                                                                 -------
    Total long-term debt....................................       485.7
                                                                 -------
Shareholders' deficit:
  Common stock, no par value (1,000,000,000 authorized,
    111,987,568 issued and 105,747,218 outstanding).........          --
  Treasury stock, at cost, 6,240,350 shares.................       (25.2)
  Accumulated deficit.......................................       (36.5)
  Accumulated other comprehensive loss......................        (8.4)
                                                                 -------
    Total shareholders' deficit.............................       (70.1)
                                                                 -------
      Total capitalization..................................     $ 415.6
                                                                 =======
</Table>

- ------------------------------

(1) The senior credit facilities consist of a $60.0 million term loan
    A facility, a $108.0 million term loan B facility, a $64.0 million
    transferable loan certificate facility and a $45.0 million revolving credit
    facility. As of March 30, 2002, $28.5 million was available under the
    revolving credit facility for additional borrowings.

(2) The senior subordinated notes due 2009 consist of two series of notes in
    aggregate principal amounts of $150.0 million and E100.0 million,
    respectively.

    The table set forth above is based on the number of shares of our common
stock outstanding as of March 30, 2002. This table does not reflect:

    - 5,423,597 shares of our common stock issuable upon exercise of outstanding
      stock options as of March 30, 2002 and

    - 1,294,348 shares of our common stock available for future issuance under
      our existing stock option plan as of March 30, 2002.

                                       14
<Page>
              SELECTED HISTORICAL FINANCIAL AND OTHER INFORMATION

    The following table sets forth our selected historical financial and other
information and the related notes. The selected historical financial information
as of and for the fiscal years ended April 26, 1997 and April 25, 1998 has been
derived from our audited combined financial statements, which are not included
in this prospectus. The selected historical financial information as of and for
the fiscal years ended April 24, 1999 and April 29, 2000, the eight months ended
December 30, 2000 and the fiscal year ended December 29, 2001 has been derived
from our audited financial statements and the related notes included elsewhere
or incorporated by reference in this prospectus. The selected historical
financial information for the twelve months ended December 30, 2000 has been
derived from our historical results of operations for the eight months ended
December 30, 2000, plus our results of operations for the four months ended
April 29, 2000, which are derived from our results of operations for the
historical fiscal year ended April 29, 2000. The selected historical financial
information as of and for the three months ended March 31, 2001 and March 30,
2002 has been derived from our unaudited consolidated financial statements
included elsewhere or incorporated by reference in this prospectus. In our
opinion, all adjustments (which consist only of normal recurring entries)
considered necessary for a fair presentation have been included in our unaudited
financial statements. Interim results for the three months ended March 30, 2002
are not necessarily indicative of, and are not projections for, the results to
be expected for the full fiscal year. You should read the following selected
historical financial and other information in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our consolidated financial statements and the related notes included elsewhere
or incorporated by reference in this prospectus.
<Table>
<Caption>
                                                                                 EIGHT
                                          FISCAL YEAR ENDED                      MONTHS
                          -------------------------------------------------      ENDED
                          APRIL 26,    APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,
                             1997         1998         1999         2000          2000
                          ----------   ----------   ----------   ----------   ------------
                          (52 weeks)   (52 weeks)   (52 weeks)   (53 weeks)    (35 weeks)
                                      (in millions, except per share amounts)
<S>                       <C>          <C>          <C>          <C>          <C>
STATEMENT OF OPERATIONS
  INFORMATION:
Revenues, net...........    $292.8       $297.2       $364.6       $399.5        $273.2
Cost of revenues........     230.4(1)     160.0        178.9        201.4         139.3
                            ------       ------       ------       ------        ------
  Gross profit..........      62.4        137.2        185.7        198.1         133.9
Marketing expenses......      48.9         49.2         52.9         51.5          27.0
Selling, general and
  administrative
  expenses..............      45.5(1)      44.1         51.5         53.7          34.4
Transaction costs.......        --           --           --          8.3            --
                            ------       ------       ------       ------        ------
  Operating (loss)
    income..............     (32.0)        43.9         81.3         84.6          72.5
Interest expense
  (income), net.........       1.0         (4.9)        (7.1)        31.1          37.1
Other expense (income),
  net...................       3.3          4.3          2.6        (13.4)         14.3
                            ------       ------       ------       ------        ------
  (Loss) income before
    income taxes,
    minority interests
    and extraordinary
    item................     (36.3)        44.5         85.8         66.9          21.1
(Benefit from) provision
  for income taxes......     (12.9)        19.9         36.4         28.3           5.9
                            ------       ------       ------       ------        ------
  (Loss) income before
    minority interests
    and extraordinary
    item................     (23.4)        24.6         49.4         38.6          15.2
Minority interest.......       0.6          0.8          1.5          0.8           0.2
                            ------       ------       ------       ------        ------
  (Loss) income before
    extraordinary
    item................     (24.0)        23.8         47.9         37.8          15.0
Extraordinary charge on
  early extinguishment
  of debt...............        --           --           --           --            --
                            ------       ------       ------       ------        ------
Net (loss) income(2)....    $(24.0)      $ 23.8       $ 47.9       $ 37.8        $ 15.0
                            ======       ======       ======       ======        ======
Preferred stock
  dividends.............        --           --           --       $  0.9        $  1.0
                            ------       ------       ------       ------        ------
  Net (loss) income
    available to common
    shareholders........    $(24.0)      $ 23.8       $ 47.9       $ 36.9        $ 14.0
                            ======       ======       ======       ======        ======

<Caption>
                             TWELVE
                             MONTHS      FISCAL YEAR      THREE MONTHS ENDED
                             ENDED          ENDED       -----------------------
                          DECEMBER 30,   DECEMBER 29,   MARCH 31,    MARCH 30,
                              2000           2001          2001         2002
                          ------------   ------------   ----------   ----------
                           (54 weeks)     (52 weeks)    (13 weeks)   (13 weeks)
                                 (in millions, except per share amounts)
<S>                       <C>            <C>            <C>          <C>
STATEMENT OF OPERATIONS
  INFORMATION:
Revenues, net...........     $439.4         $623.9        $171.9       $212.5
Cost of revenues........      218.0          286.4          77.4         96.0
                             ------         ------        ------       ------
  Gross profit..........      221.4          337.5          94.5        116.5
Marketing expenses......       54.8           69.7          27.1         29.3
Selling, general and
  administrative
  expenses..............       56.3           73.0          19.2         16.1
Transaction costs.......         --             --            --           --
                             ------         ------        ------       ------
  Operating (loss)
    income..............      110.3          194.8          48.2         71.1
Interest expense
  (income), net.........       57.6           54.5          14.1         10.8
Other expense (income),
  net...................        3.5           13.3          (1.0)        (0.6)
                             ------         ------        ------       ------
  (Loss) income before
    income taxes,
    minority interests
    and extraordinary
    item................       49.2          127.0          35.1         60.9
(Benefit from) provision
  for income taxes......       18.1          (23.2)         11.8         23.6
                             ------         ------        ------       ------
  (Loss) income before
    minority interests
    and extraordinary
    item................       31.1          150.2          23.3         37.3
Minority interest.......        0.3            0.1            --           --
                             ------         ------        ------       ------
  (Loss) income before
    extraordinary
    item................       30.8          150.1          23.3         37.3
Extraordinary charge on
  early extinguishment
  of debt...............         --            2.9            --           --
                             ------         ------        ------       ------
Net (loss) income(2)....     $ 30.8         $147.2        $ 23.3       $ 37.3
                             ======         ======        ======       ======
Preferred stock
  dividends.............     $  1.5         $  1.5        $  0.4       $  0.3
                             ------         ------        ------       ------
  Net (loss) income
    available to common
    shareholders........     $ 29.3         $145.7        $ 22.9       $ 37.0
                             ======         ======        ======       ======
</Table>

                                       15
<Page>
<Table>
<Caption>

                                                      FISCAL YEAR ENDED
                                      -------------------------------------------------
                                      APRIL 26,    APRIL 25,    APRIL 24,    APRIL 29,
                                         1997         1998         1999         2000
                                      ----------   ----------   ----------   ----------
                                      (52 weeks)   (52 weeks)   (52 weeks)   (53 weeks)
                                           (in millions, except per share amounts)
<S>                                   <C>          <C>          <C>          <C>
PER SHARE INFORMATION:
Basic net income per share:
  (Loss) income before extraordinary
    item............................    $(0.09)      $ 0.09       $ 0.17       $ 0.20
  Extraordinary item, net of
    taxes...........................        --           --           --           --
                                        ------       ------       ------       ------
  Net (loss) income.................    $(0.09)      $ 0.09       $ 0.17       $ 0.20
                                        ------       ======       ======       ======
Diluted net income per share:
  (Loss) income before extraordinary
    item............................    $(0.09)      $ 0.09       $ 0.17       $ 0.20
  Extraordinary item, net of
    taxes...........................        --           --           --           --
                                        ======       ======       ======       ======
  Net (loss) income(2)..............    $(0.09)      $ 0.09       $ 0.17       $ 0.20
                                        ======       ======       ======       ======
Basic weighted average number of
  shares(3).........................     276.2        276.2        276.4        182.2
                                        ======       ======       ======       ======
Diluted weighted average number of
  shares(3).........................     276.2        276.2        276.4        182.2
                                        ======       ======       ======       ======
OTHER FINANCIAL INFORMATION:
Net cash provided by (used in):
  Operating activities..............    $  9.7       $ 36.4       $ 57.9       $ 49.9
  Investing activities..............      (1.4)        (4.9)        (3.0)       (19.6)
  Financing activities..............      (4.4)       (30.6)       (47.7)         8.1
Depreciation and
  amortization......................      14.2          8.8          9.6          9.3
Capital expenditures................       2.7          3.4          2.5          1.9

BALANCE SHEET INFORMATION (AT END OF
  PERIOD):
Working capital (deficit)...........    $ 64.9       $ 65.8       $ 91.2       $ (0.9)
Total assets........................     373.0        370.8        371.4        334.2
Total debt..........................      97.0         41.1         39.6        474.6
Redeemable securities:
  Preferred stock...................        --           --           --         25.9

<Caption>
                                         EIGHT
                                         MONTHS      FISCAL YEAR      THREE MONTHS ENDED
                                         ENDED          ENDED       -----------------------
                                      DECEMBER 30,   DECEMBER 29,   MARCH 31,    MARCH 30,
                                          2000           2001          2001         2002
                                      ------------   ------------   ----------   ----------
                                       (35 weeks)     (52 weeks)    (13 weeks)   (13 weeks)
                                             (in millions, except per share amounts)
<S>                                   <C>            <C>            <C>          <C>
PER SHARE INFORMATION:
Basic net income per share:
  (Loss) income before extraordinary
    item............................     $ 0.13         $ 1.37        $ 0.20       $ 0.35
  Extraordinary item, net of
    taxes...........................         --          (0.03)           --           --
                                         ------         ------        ------       ------
  Net (loss) income.................     $ 0.13         $ 1.34        $ 0.20       $ 0.35
                                         ======         ======        ======       ======
Diluted net income per share:
  (Loss) income before extraordinary
    item............................     $ 0.13         $ 1.34        $ 0.20       $ 0.34
  Extraordinary item, net of
    taxes...........................         --          (0.03)           --           --
                                         ======         ======        ======       ======
  Net (loss) income(2)..............     $ 0.13         $ 1.31        $ 0.20       $ 0.34
                                         ======         ======        ======       ======
Basic weighted average number of
  shares(3).........................      112.0          108.7         112.0        105.6
                                         ======         ======        ======       ======
Diluted weighted average number of
  shares(3).........................      112.0          111.0         113.6        108.1
                                         ======         ======        ======       ======
OTHER FINANCIAL INFORMATION:
Net cash provided by (used in):
  Operating activities..............     $ 28.9         $121.6        $ 55.5       $ 73.2
  Investing activities..............      (21.6)        (120.1)        (92.1)       (47.8)
  Financing activities..............       (8.0)         (21.4)         30.8        (14.2)
Depreciation and
  amortization......................        6.6           13.2           3.4          1.2
Capital expenditures................        3.6            3.8           0.7          1.0
BALANCE SHEET INFORMATION (AT END OF
  PERIOD):
Working capital (deficit)...........     $ 10.2         $(24.1)       $(28.9)      $(57.9)
Total assets........................      346.2          482.8         413.2        537.5
Total debt..........................      470.7          474.0         495.7        485.7
Redeemable securities:
  Preferred stock...................       26.0           26.0          26.4           --
</Table>

- ----------------------------------
(1) In connection with a restructuring and reorganization announced during
    fiscal 1997, we recorded a restructuring charge of $51.7 million, of which
    $49.6 million is included in cost of revenues and $2.1 million is included
    in selling, general and administrative expenses.

(2) Effective December 30, 2001, we adopted SFAS No. 142, "Goodwill and Other
    Intangible Assets," and as a result, we are no longer amortizing our
    goodwill. Had we adopted this standard at the beginning of fiscal 1997, our
    net (loss) income and diluted earnings per share would have been
    $(20.7) million and $(0.08) for fiscal 1997, $26.9 million and $0.10 for
    fiscal 1998, $51.3 million and $0.18 for fiscal 1999, $40.6 million and
    $0.22 for fiscal 2000, $16.7 million and $0.15 for the eight months ended
    December 30, 2000, $152.0 million and $1.37 for fiscal 2001, and
    $24.3 million and $0.21 for the three months ended March 31, 2001,
    respectively. See note 2 to our audited consolidated financial statements.

(3) Prior to our acquisition by Artal Luxembourg on September 29, 1999, there
    were 4,705 shares of our common stock outstanding. In connection with the
    transactions related to our acquisition, we declared a stock split that
    resulted in 276,428,607 outstanding shares of our common stock. We have
    adjusted our historical statements to reflect the stock split. We then
    repurchased 164,441,039 shares in connection with the transactions so that
    upon completion of our acquisition, there were 111,987,568 shares of our
    common stock outstanding.

                                       16
<Page>
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

    YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH "SELECTED
HISTORICAL FINANCIAL AND OTHER INFORMATION" AND OUR CONSOLIDATED FINANCIAL
STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS PROSPECTUS. UNLESS
OTHERWISE NOTED, REFERENCES TO THE 1997, 1998, 1999, 2000 AND 2001 FISCAL YEARS
ARE TO OUR FISCAL YEARS ENDED APRIL 26, 1997, APRIL 25, 1998, APRIL 24, 1999,
APRIL 29, 2000 AND DECEMBER 29, 2001, RESPECTIVELY. AFTER THE FISCAL YEAR ENDED
APRIL 29, 2000, WE CHANGED OUR FISCAL YEAR END TO THE SATURDAY CLOSEST TO
DECEMBER 31. ACCORDINGLY, THE FISCAL YEAR ENDED DECEMBER 30, 2000 IS AN
EIGHT-MONTH PERIOD.

OVERVIEW

    We are the leading provider of weight-loss services in 27 countries around
the world. We conduct our business through a combination of company-owned and
franchise operations, with company-owned operations accounting for 68% of total
worldwide attendance in the first three months of 2002. For the first three
months of 2002, 67% of our revenues were derived from our U.S. operations, and
the remaining 33% of our revenues were derived from our international
operations. We derive our revenues principally from:

    - MEETING FEES. Our members pay us a weekly fee to attend our classes.

    - PRODUCT SALES. We sell proprietary products that complement our program,
      such as snack bars, books, CD-ROMs and POINTS calculators, to our members
      and franchisees.

    - FRANCHISE ROYALTIES. Our franchisees typically pay us a royalty fee of 10%
      of their meeting fee revenues.

    - OTHER. We license our brand for certain foods, books and other products.
      We also generate revenues from the publishing of books and magazines and
      third-party advertising.

    The following graph sets forth our revenues by category for the 1997, 1998,
1999 and 2000 fiscal years, the twelve months ended December 30, 2000 and the
2001 fiscal year.

                                REVENUE SOURCES
                                 (in millions)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<Table>
<Caption>
                       FISCAL YEAR ENDED   FISCAL YEAR ENDED   FISCAL YEAR ENDED   FISCAL YEAR ENDED   TWELVE MONTHS ENDED
                        APRIL 26, 1997      APRIL 25, 1998      APRIL 24, 1999      APRIL 29, 2000      DECEMBER 30, 2000
<S>                    <C>                 <C>                 <C>                 <C>                 <C>
NACO meeting fees           $ 86.50             $ 93.80             $122.30             $130.80              $150.30
International com-
pany-owned meeting
fees                        $113.60             $129.00             $143.80             $145.30              $141.90
Product sales               $ 30.80             $ 46.70             $ 57.30             $ 91.60              $112.30
Franchise royalties         $ 13.90             $ 17.90             $ 23.20             $ 25.80              $ 28.30
Other                       $ 14.10             $  9.00             $ 18.00             $  6.00              $  6.60
Pre-packaged meals
(Discontinued)              $ 34.00             $  0.80             $  0.00             $  0.00              $  0.00
Total                       $292.80             $297.20             $364.60             $399.50              $439.40

<Caption>
                       FISCAL YEAR ENDED
                       DECEMBER 29, 2001
<S>                    <C>
NACO meeting fees           $262.50
International com-
pany-owned meeting
fees                        $153.20
Product sales               $170.40
Franchise royalties         $ 28.30
Other                       $  9.50
Pre-packaged meals
(Discontinued)              $  0.00
Total                       $623.90
</Table>

*   Revenues for fiscal 2001 include the results of Weighco Enterprises Ltd.
    ("Weighco") from its acquisition by us on January 16, 2001. For the twelve
    months ended December 30, 2000, Weighco's revenues were $59.7 million.

                                       17
<Page>
    In fiscal 1997, we made the strategic decision to discontinue the sale of
pre-packaged meals in our NACO classroom meetings (which were added in 1990 by
our former owner, Heinz) and to introduce to our NACO operations some of the
best practices developed by our European managers. After our acquisition by
Artal Luxembourg in 1999, we reorganized our management and strengthened our
strategic focus. Since 1997, our revenues and operating income have increased
principally as a result of:

    - INCREASED NACO CLASSROOM ATTENDANCE. As a result of our decision to
      re-focus our meetings exclusively on our group education approach and the
      introduction of our POINTS-based diet developed in the United Kingdom and
      our LIBERTY/LOYALTY meeting fee pricing strategy developed in France, our
      NACO classroom attendance, excluding the impact of our acquisitions, grew
      between fiscal 1997 and fiscal 2001 at a compound annual rate of 19.0%.
      Including the acquisition of Weighco, our attendance over this period grew
      from 7.8 million to 23.5 million. This increase brought our NACO
      operations' penetration in our target market to over 9.5%.

    - OUR RETURN TO A VARIABLE COST STRUCTURE IN OUR NACO OPERATIONS. The
      introduction of pre-packaged meals required us to invest in a fixed cost
      infrastructure. By abandoning pre-packaged meals, we returned our NACO
      operations to their historical variable cost structure. As a result,
      operating income margin in our NACO operations increased from being
      negative in fiscal 1997 to over 34% in fiscal 2001.

    - ACCELERATED GROWTH IN CONTINENTAL EUROPE. In Continental Europe, we have
      accelerated growth by adapting our business model to local conditions,
      implementing more aggressive marketing programs tailored to the local
      markets and increasing the number of meetings ahead of anticipated demand.
      Between fiscal 1997 and fiscal 2001, attendance in our Continental
      European operations grew at a compound annual rate of 18.8%.

    - INCREASED PRODUCT SALES. We have increased our product sales by 454% from
      fiscal 1997 to fiscal 2001 as a result of our growing attendance,
      introducing new products and optimizing our product mix. In our meetings,
      we have increased product sales per attendance from $1.32 to $2.75 over
      the same period.

    Our worldwide attendance in our company-owned operations has grown by 104%,
from 23.0 million in fiscal 1997 to 47.0 million in fiscal 2001, and our
operating income margin has grown from 6.7% (before a restructuring charge) in
fiscal 1997 to 31.2% in fiscal 2001.

                     ATTENDANCE IN COMPANY-OWNED OPERATIONS
                                 (in millions)
<Table>
<Caption>
                                                                                  EIGHT          TWELVE
                                         FISCAL YEAR ENDED                        MONTHS         MONTHS       FISCAL YEAR
                       -----------------------------------------------------      ENDED          ENDED           ENDED
                        APRIL 26,     APRIL 25,     APRIL 24,     APRIL 29,    DECEMBER 30,   DECEMBER 30,   DECEMBER 29,
                          1997          1998          1999          2000           2000           2000           2001
                       -----------   -----------   -----------   -----------   ------------   ------------   -------------
                       (52 weeks)    (52 weeks)    (52 weeks)    (53 weeks)     (35 weeks)     (54 weeks)     (52 weeks)
<S>                    <C>           <C>           <C>           <C>           <C>            <C>            <C>
United States*.......      7.8           8.4          10.9          13.3            8.9           14.3           23.5
United Kingdom.......      9.1          10.4           9.8          10.6            7.0           11.2           11.6
Continental Europe...      3.9           4.9           5.7           6.1            4.6            7.0            8.7
Other International..      2.2           2.5           3.4           3.3            1.9            3.2            3.2
                          ----          ----          ----          ----           ----          -----           ----
Total................     23.0          26.2          29.8          33.3           22.4           35.7           47.0
                          ====          ====          ====          ====           ====          =====           ====

<Caption>

                          THREE MONTHS ENDED
                       -------------------------
                        MARCH 31,     MARCH 30,
                          2001          2002
                       -----------   -----------
                       (13 weeks)    (13 weeks)
<S>                    <C>           <C>
United States*.......       6.1           8.3
United Kingdom.......       3.5           3.4
Continental Europe...       2.5           2.6
Other International..       1.0           0.8
                          -----         -----
Total................      13.1          15.1
                          =====         =====
</Table>

- ----------------------------------

*   Attendance in the United States does not include attendance of Weighco and
    Weight Watchers of North Jersey for any period prior to the completion of
    these acquisitions on January 16, 2001 and January 18, 2002, respectively.
    For the twelve months ended December 30, 2000, Weighco's attendance was
    4.4 million.

                                       18
<Page>
    On January 16, 2001, we acquired the franchised territories and certain
business assets of Weighco, one of our largest franchises, for an aggregate
purchase price of $83.8 million. On September 4, 2001, we completed the
acquisition of the franchised territories and certain business assets of Weight
Watchers of Oregon, Inc. for an aggregate purchase price of $13.5 million. On
January 18, 2002, we completed the acquisition of the franchised territories and
certain business assets of another one of our franchises, Weight Watchers of
North Jersey, for an aggregate purchase price of $46.5 million. These
acquisitions have been accounted for as purchases. Accordingly, their results of
operations have been included in our consolidated operating results since the
dates of their respective acquisitions.

CRITICAL ACCOUNTING POLICIES

    We believe the following accounting policies are most important to the
portrayal of our financial condition and results of operations and require our
most significant judgments.

REVENUE RECOGNITION

    We earn revenue by conducting meetings, selling products and aids in our
meetings and to our franchisees, collecting commissions from franchisees
operating under the Weight Watchers name and collecting royalties related to
licensing agreements. Revenue is recognized when registration fees are paid,
services are rendered, products are shipped to customers and title and risk of
loss pass to the customer, and commissions and royalties are earned. Deferred
revenue, consisting of prepaid lecture income, is amortized into income over the
period earned.

DEPRECIATION AND AMORTIZATION

    We depreciate our property and equipment and amortize our other intangible
assets and, historically, our goodwill using the straight-line method. Other
intangibles are being amortized over 3 to 5 years. Effective December 30, 2001,
we adopted SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and
Other Intangible Assets." As a result, we no longer amortize goodwill, but are
required to review goodwill for impairment at least annually.

HEDGING INSTRUMENTS

    We enter into forward and swap contracts to hedge transactions denominated
in foreign currencies to reduce currency risk associated with fluctuating
exchange rates. These contracts are used primarily to hedge payments arising
from some of our foreign currency denominated obligations. In addition, we enter
into interest rate swaps to hedge a substantial portion of our variable rate
debt.

    We account for our hedging instruments under the provisions of
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which requires that all derivative financial instruments be recorded on the
consolidated balance sheet at fair value as either assets or liabilities.
Approximately 50% of our derivative financial instruments are effective as
hedges, and accordingly, changes in fair value are recorded as a component of
other comprehensive income. Gains and losses on derivative instruments reported
in accumulated other comprehensive income will be included in earnings in the
periods in which earnings are affected by the hedged item. Fair value
adjustments for non-qualifying derivative instruments are recorded in our
results of operations.

EQUITY INVESTEE

    We own approximately 19.8% of our affiliate and licensee,
WeightWatchers.com. We account for our interest under the equity method of
accounting. Under a loan agreement between us and WeightWatchers.com, we have
advanced WeightWatchers.com $34.2 million. All of the equity losses from
WeightWatchers.com have been recorded against our loan. In addition, we have
fully reserved for the remaining loan balance.

                                       19
<Page>
RESULTS OF OPERATIONS

    The following table summarizes our historical income from operations as a
percentage of revenues for fiscal 1999 and fiscal 2000, the eight months ended
December 30, 2000, the twelve months ended December 30, 2000, fiscal 2001 and
the three months ended March 31, 2001 and March 30, 2002:

<Table>
<Caption>
                                   FISCAL YEARS                                                          THREE MONTHS
                                       ENDED           EIGHT MONTHS   TWELVE MONTHS   FISCAL YEAR            ENDED
                               ---------------------      ENDED           ENDED          ENDED       ---------------------
                               APRIL 24,   APRIL 29,   DECEMBER 30,   DECEMBER 30,    DECEMBER 29,   MARCH 31,   MARCH 30,
                                 1999        2000          2000           2000            2001         2001        2002
                               ---------   ---------   ------------   -------------   ------------   ---------   ---------
<S>                            <C>         <C>         <C>            <C>             <C>            <C>         <C>
Total revenues, net..........    100.0%      100.0%       100.0%          100.0%         100.0%        100.0%      100.0%
Cost of revenues.............     49.1        50.4         51.0            49.6           45.9          45.0        45.2
                                 -----       -----        -----           -----          -----         -----       -----
Gross profit.................     50.9        49.6         49.0            50.4           54.1          55.0        54.8
Marketing expenses...........     14.5        12.9          9.9            12.5           11.2          15.8        13.8
Selling, general and
  administrative expenses....     14.1        13.4         12.6            12.8           11.7          11.2         7.6
                                 -----       -----        -----           -----          -----         -----       -----
Operating income.............     22.3%       21.2%        26.5%           25.1%          31.2%         28.0%       33.4%
                                 =====       =====        =====           =====          =====         =====       =====
</Table>

COMPARISON OF THE THREE MONTHS ENDED MARCH 30, 2002 (13 WEEKS) TO THE THREE
MONTHS ENDED MARCH 31, 2001 (13 WEEKS).

    Net revenues were $212.5 million for the three months ended March 30, 2002,
an increase of $40.5 million, or 23.5%, from $172.0 million for the three months
ended March 31, 2001. Of the $40.5 million increase, $23.0 million was
attributable to classroom meeting fees, $15.7 million to total company product
sales, $1.3 million to franchise royalties and $0.5 million to licensing,
publications and other royalties. Our business is seasonal, with revenues
generally highest in the first half of the fiscal year.

    Classroom meeting fees were $134.4 million for the three months ended March
30, 2002 as compared to $111.4 million for the three months ended March 30,
2001. NACO classroom meeting fees were $90.3 million for the three months ended
March 30, 2002, an increase of $26.1 million, or 40.7%, from $64.2 million for
the three months ended March 31, 2001. The increase in NACO classroom meeting
fees was the result of a 35.9% increase in member attendance. International
company-owned classroom meeting fees were $44.1 million for the three months
ended March 30, 2002, a decrease of $3.1 million, or 6.6%, from $47.2 million
for the three months ended March 31, 2001. The decrease in international
company-owned classroom meeting fees was the result of negative exchange rate
variances and a 2.2% decrease in member attendance.

    Product sales were $65.5 million for the three months ended March 30, 2002,
an increase of $15.7 million, or 31.5%, from $49.8 million for the three months
ended March 31, 2001. Product sales increased 48.4% to $41.1 million
domestically and 10.4% to $24.4 million internationally, reflecting our strategy
to focus product sales efforts on core classroom products. Average product sales
per attendance have increased in all regions.

    Franchise royalties were $7.9 million domestically and $1.6 million
internationally for the three months ended March 30, 2002. In total, franchise
royalties increased $1.3 million, or 15.9%, from $8.2 million for the three
months ended March 31, 2001, on the strength of increased member attendance.

    Royalties from licensing, publications and other were $3.1 million for the
three months ended March 30, 2002, up $0.5 million, or 19.2%, from $2.6 million
for the three months ended March 31, 2001. This increase was primarily the
result of licensing royalty income from WeightWatchers.com.

    Cost of revenues was $96.0 million for the three months ended March 30,
2002, an increase of $18.6 million, or 24.0%, from $77.4 million for the three
months ended March 31, 2001. Gross profit

                                       20
<Page>
margin was 54.8% for the three months ended March 30, 2002, slightly lower than
the 55.0% level of the three months ended March 31, 2001.

    Marketing expenses were $29.3 million for the three months ended March 30,
2002, an increase of $2.2 million, or 8.1%, from $27.1 million for the three
months ended March 31, 2001. The increase in marketing expenses was primarily in
support of the continued enrollment growth of the business. As a percentage of
net revenues, marketing expenses decreased from 15.8% for the three months ended
March 31, 2001 to 13.8% for the three months ended March 30, 2002.

    Selling, general and administrative expenses were $16.1 million for the
three months ended March 30, 2002, a decrease of $3.1 million, or 16.1%, from
$19.2 million for the three months ended March 31, 2001. The decrease in
selling, general and administrative expenses was the result of two items that
occurred in the three months ended March 31, 2001: a one-time charge of $4.0
million for the write-off of a receivable from a licensing agreement and $2.2
million of goodwill amortization. As a result of the adoption of SFAS Nos. 141
and 142, we no longer amortize goodwill, but rather review goodwill annually for
impairment.

    As a result of the above, operating income was $71.1 million for the three
months ended March 30, 2002, an increase of $22.8 million, or 47.2%, from $48.3
million for the three months ended March 31, 2001.

    Other income, net was $0.6 million for the three months ended March 30, 2002
as compared to $1.0 million for the three months ended March 31, 2001. In the
three months ended March 31, 2001, the write-off of the loan to
WeightWatchers.com was more than offset by an unrealized currency gain. In the
three months ended March 30, 2002, we experienced a lesser unrealized currency
gain and did not make any advances to WeightWatchers.com.

COMPARISON OF THE FISCAL YEAR ENDED DECEMBER 29, 2001 (52 WEEKS) TO THE TWELVE
MONTHS ENDED DECEMBER 30, 2000 (54 WEEKS).

    When we refer to pro forma for the acquisition of Weighco, we give effect to
the acquisition as if it had occurred at January 1, 2000. Accordingly, pro forma
results for the twelve months ended December 30, 2000 include Weighco's results
for that same period.

    Net revenues were $623.9 million for the fiscal year ended December 29,
2001, an increase of $184.5 million, or 42.0%, from $439.4 million for the
twelve months ended December 30, 2000. Of the $184.5 million increase,
$112.2 million was attributable to NACO classroom meeting fees, $11.3 million
from international company-owned classroom meeting fees, $58.1 million from
product sales and $2.9 million from licensing, publications and other royalties.
Pro forma for the acquisition of Weighco, net revenues for the twelve months
ended December 30, 2000 were $488.2 million.

    NACO classroom meeting fees were $262.5 million for the fiscal year ended
December 29, 2001, an increase of $112.2 million, or 74.7%, from $150.3 million
for the twelve months ended December 30, 2000. International company-owned
classroom meeting fees were $153.2 million for the fiscal year ended
December 29, 2001, an increase of $11.3 million, or 8.0%, from $141.9 million
for the twelve months ended December 29, 2000. NACO meeting fees benefited from
the inclusion of Weighco in the current fiscal year. Additionally, the increases
in NACO and international company-owned meeting fees were the result of
increased member attendance and the roll-out of new program innovations and
price increases in select markets, offset in part by negative exchange rate
variances.

    Product sales were $170.4 million for the fiscal year ended December 29,
2001, an increase of $58.1 million, or 51.7%, from $112.3 million for the twelve
months ended December 30, 2000. NACO and international company-owned product
sales were $99.7 million and $70.7 million, respectively. The increases in
product sales were primarily the result of increased member attendance and our
strategy to focus sales efforts on core classroom products, which has increased
average product sales per attendance.

                                       21
<Page>
    Franchise royalties were $28.3 million for both the fiscal year ended
December 29, 2001 and for the twelve months ended December 30, 2000. For the
fiscal year ended December 29, 2001, domestic and international franchise
royalties were $23.3 million and $5.0 million, respectively. We collected
franchise royalties from Weighco prior to our acquisition of Weighco on
January 16, 2001. Excluding royalties collected from Weighco prior to its
acquisition by us, our franchise revenue increased by 24.4% for fiscal 2001.
This increase was primarily the result of increased member attendance, offset in
part by negative exchange rate variances.

    Royalties from licensing, publications and other were $9.5 million for the
fiscal year ended December 29, 2001, an increase of $2.9 million, or 43.9%, from
$6.6 million for the twelve months ended December 30, 2000. This increase was
driven by an increase in advertising revenue from WEIGHT WATCHERS MAGAZINE and
an increase in licensing royalties.

    Cost of revenues was $286.4 million for the fiscal year ended December 29,
2001, an increase of $68.4 million, or 31.4%, from $218.0 million for the twelve
months ended December 30, 2000. Gross profit margin was 54.1% for the fiscal
year ended December 29, 2001, compared to 50.4% for the twelve months ended
December 30, 2000. Typically, the gross profit margin for meeting fee revenue is
slightly higher than the gross profit margin for product sales. The increase in
gross profit margin was partly due to a $3.8 million non-recurring expense
related to the elimination of a profit sharing agreement with certain
franchisees in the twelve months ended December 30, 2000. Excluding this charge,
the gross profit margin for the twelve months ended December 30, 2000 was 51.3%.
The remaining increase in gross profit margin reflected increased attendance,
price increases and cost control initiatives.

    Marketing expenses were $69.7 million for the fiscal year ended
December 29, 2001, an increase of $14.9 million, or 27.2%, from $54.8 million
for the twelve months ended December 30, 2000. The increase in marketing
expenses was primarily the result of additional advertising to promote the new
program innovations as well as a result of the acquisition of Weighco. As a
percentage of net revenues, marketing expenses decreased from 12.5% for the
twelve months ended December 30, 2000 to 11.2% for the fiscal year ended
December 29, 2001.

    Selling, general and administrative expenses were $73.0 million for the
fiscal year ended December 29, 2001, an increase of $16.7 million, or 29.7%,
from $56.3 million for the twelve months ended December 30, 2000. As a
percentage of net revenues, these costs decreased from 12.8% for the twelve
months ended December 30, 2000 to 11.7% for the fiscal year ended December 29,
2001. The increase in selling, general and administrative expenses was the
result of a one-time charge of $6.2 million for the write-off of a receivable
from a licensing agreement, increases in salary and incentive compensation and
goodwill amortization due to the Weighco acquisition. Selling, general and
administrative expenses, excluding goodwill amortization of $9.8 million and
$6.2 million for the fiscal year ended December 29, 2001 and the twelve months
ended December 30, 2000, were $63.2 million and $50.1 million, respectively.

    As a result of the above, operating income was $194.8 million for the fiscal
year ended December 29, 2001, an increase of $84.5 million, or 76.6%, from
$110.3 million for the twelve months ended December 30, 2000. Pro forma for the
acquisition of Weighco, operating income for the twelve months ended
December 30, 2000 was $125.6 million. Pro forma for the acquisition of Weighco,
operating income increased by 55.1% for the fiscal year ended December 29, 2001.
Operating income, excluding goodwill amortization of $9.8 million and
$6.2 million for the fiscal year ended December 29, 2001 and the twelve months
ended December 30, 2000, was $204.6 million and $116.5 million, respectively.

    Other expenses, net were $13.2 million for the fiscal year ended
December 29, 2001, an increase of $9.7 million, or 277.1%, from $3.5 million for
the twelve months ended December 30, 2000. This

                                       22
<Page>
increase was primarily due to changes in unrealized currency gains and losses
and advances to WeightWatchers.com.

    Provision for (benefit from) income taxes was ($23.2) million for the fiscal
year ended December 29, 2001, a decrease of $41.3 million, or 228.2%, from
$18.1 million for the twelve months ended December 30, 2000. The decrease was
due to a one-time benefit of $71.9 million for the reversal of the remaining
valuation allowance set up in conjunction with our acquisition by Artal
Luxembourg. At the time of this transaction, we determined that it was more
likely than not that a portion of the deferred tax asset would not be utilized.
Therefore, a valuation allowance of approximately $72.1 million was established
against the corresponding deferred tax asset. Based on our performance since
this transaction, we determined that the valuation allowance is no longer
required.

    An extraordinary charge on the early extinguishment of debt, net of taxes,
was $2.9 million for the fiscal year ended December 29, 2001. The one-time
charge of $2.9 million related to the refinancing of our term loan B facility,
term loan D facility and the transferable loan certificate. The term loan B
facility, term loan D facility and the transferable loan certificate were repaid
in the amount of $71.0 million, $19.0 million and $82.0 million, respectively,
and replaced with a new term loan B facility of $108.0 million and a new
transferable loan certificate of $64.0 million.

COMPARISON OF THE EIGHT MONTHS ENDED DECEMBER 30, 2000 (35 WEEKS) TO THE EIGHT
MONTHS ENDED DECEMBER 18, 1999 (34 WEEKS).

    Net revenues were $273.2 million for the eight months ended December 30,
2000, an increase of $36.2 million, or 15.3%, from $237.0 million for the eight
months ended December 18, 1999. Of the $36.2 million increase, $19.5 million was
attributable to NACO classroom meeting fees, $2.3 million from foreign
company-owned classroom meeting fees, $2.5 million from franchise royalties,
$11.7 million from product sales and $0.2 million from licensing, publications
and other royalties.

    NACO classroom meeting fee revenues were $96.8 million for the eight months
ended December 30, 2000, an increase of 25.3% from $77.3 million for the eight
months ended December 18, 1999. This increase in NACO classroom meeting fee
revenues was the result of a 14.2% increase in member attendance as well as a
price increase in meetings fees in the majority of our markets for our NACO
operations. Our foreign company-owned classroom meeting fee revenues were
$87.3 million for the eight months ended December 30, 2000, an increase of 2.7%
from $85.0 million for the eight months ended December 18, 1999. This
performance was the result of a 7.9% increase in attendance offset by negative
exchange rate variances.

    Franchise royalties were $17.7 million for the eight months ended
December 30, 2000, an increase of 17.2% from $15.1 million for the eight months
ended December 18, 1999. This increase was primarily the result of an increase
in member attendance offset by negative exchange rate variances.

    Product sales were $66.4 million for the eight months ended December 30,
2000, an increase of 21.4% from $54.7 million for the eight months ended
December 18, 1999. This increase in product sales was primarily the result of
increased member attendance and our strategy to focus sales efforts on core
classroom products.

    Royalties from licensing, publications and other were $5.1 million for the
eight months ended December 30, 2000, an increase of 4% from $4.9 million for
the eight months ended December 18, 1999.

    Cost of revenues was $139.3 million for the eight months ended December 30,
2000, an increase of 13.8% from $122.4 million for the eight months ended
December 18, 1999. This increase was primarily the result of an increased number
of meetings to accommodate attendance growth and increased product sales. Gross
profit margin was 49.0% for the eight months ended December 30, 2000, compared
to 48.4% for the eight months ended December 18, 1999. The increase in gross
profit margin

                                       23
<Page>
was primarily due to an increase in attendance per meeting and a change in
product mix with a greater focus on higher margin core products.

    Marketing expenses were $27.0 million for the eight months ended
December 30, 2000, a decrease of 3.1% from $27.8 million for the eight months
ended December 18, 1999. As a percentage of revenues, marketing expenses
decreased from 11.7% for the eight months ended December 18, 1999 to 9.9% for
the eight months ended December 30, 2000 as a result of our efforts to improve
the effectiveness of our marketing program.

    Selling, general and administrative expenses were $34.4 million for the
eight months ended December 30, 2000, an increase of 10.6% from $31.1 million
for the eight months ended December 18, 1999. This increase was partly the
result of an increase in incentive compensation as well as other professional
fees incurred. As a percentage of net revenues, these costs decreased from 13.1%
for the eight months ended December 18, 1999 to 12.6% for the eight months ended
December 30, 2000.

    As a result of the above, our operating income was $72.5 million for the
eight months ended December 30, 2000, an increase of 34.8% from operating income
of $53.8 million, excluding a one-time charge of $8.3 million for transaction
costs and $1.8 million of discontinued food royalties for the eight months ended
December 18, 1999.

COMPARISON OF THE FISCAL YEAR ENDED APRIL 29, 2000 (53 WEEKS) TO THE FISCAL YEAR
ENDED APRIL 24, 1999 (52 WEEKS).

    Net revenues were $399.6 million for the fiscal year ended April 29, 2000,
an increase of $35.0 million, or 9.6%, from $364.6 million for the fiscal year
ended April 24, 1999. Of the $35.0 million increase, $8.5 million was
attributable to our NACO classroom meeting fees, $8.8 million from our foreign
company-owned classroom meeting fees, $2.6 million from franchise royalties and
$26.9 million from product sales. These increases were offset by an
$11.8 million decrease in royalties from licensing, publications and other. The
$11.8 million decrease was primarily attributable to the discontinuation of food
royalties from Heinz, offset in part by the recognition in the fiscal year ended
April 24, 1999 of the present value of the guaranteed future payments from a
licensing agreement. Adjusting for the discontinued food royalties of
$1.8 million, net revenues were $397.8 million for the fiscal year ended
April 29, 2000, an increase of 13.5% from $350.6 million (excluding
$8.7 million from non-recurring revenues from the licensing agreement and
$5.3 million from discontinued food royalties) for the fiscal year ended
April 24, 1999.

    NACO classroom meeting fee revenues were $130.8 million for the fiscal year
ended April 29, 2000, an increase of 6.9% from $122.3 million for the fiscal
year ended April 24, 1999, net of promotional allowances of $5.7 million and
$23.0 million, respectively. This increase in our NACO classroom meeting fee
revenues was the result of a 22% increase in member attendance, partially offset
by lower average meeting fee revenues per attendance as a result of the roll-out
of the LIBERTY/LOYALTY pricing strategy. LIBERTY/LOYALTY provides members the
option of committing to consecutive weekly attendance and paying a lower weekly
fee with penalties for missed classes, or paying a higher weekly fee without the
missed meeting penalties. Our revenues from foreign company-owned classroom
meeting fees were $152.7 million for the fiscal year ended April 29, 2000, an
increase of 6.1% from $143.9 million for the fiscal year ended April 24, 1999,
net of promotional allowances of $17.4 million and $17.2 million, respectively.
This increase in our foreign company-owned classroom meeting fee revenues was
the result of a 6.1% increase in international attendance in the United Kingdom,
Continental Europe and Australia.

    Domestic franchise royalties were $21.3 million for the fiscal year ended
April 29, 2000, an increase of 11.5% from $19.1 million for the fiscal year
ended April 24, 1999. This increase in domestic franchise royalties was
primarily the result of an increase in member attendance due to improved
training and support and increased marketing effectiveness. International
franchise royalties were $4.5 million for the fiscal year ended April 29, 2000,
an increase of 9.8% from $4.1 million for the

                                       24
<Page>
fiscal year ended April 24, 1999. This increase was primarily the result of our
strong performance in Canada and Ireland.

    Product sales were $84.2 million for the fiscal year ended April 29, 2000,
an increase of 47.0% from $57.3 million for the fiscal year ended April 24,
1999. This increase in product sales was primarily the result of increased
member attendance and our strategy to focus sales efforts on core classroom
products, including our newly introduced snack bars.

    Royalties from licensing, publications and other were $6.1 million for the
fiscal year ended April 29, 2000, a decrease of 66% from $17.9 million for the
fiscal year ended April 24, 1999, which was primarily due to discontinued food
royalties from Heinz, offset in part by an increase in royalties from licensing
agreements.

    Cost of revenues was $201.4 million for the fiscal year ended April 29,
2000, an increase of 12.6% from $178.9 million for the fiscal year ended
April 24, 1999. This increase was primarily the result of an increased number of
meetings to accommodate attendance growth and growing product sales. Our gross
profit margin was 49.4% for the fiscal year ended April 29, 2000, excluding
$1.8 million from discontinued food royalties, compared to 49.0% for the fiscal
year ended April 24, 1999, excluding $8.7 million from non-recurring revenues
from a licensing agreement and $5.3 million from discontinued food royalties.

    Marketing expenses were $51.5 million for the fiscal year ended April 29,
2000, a decrease of 2.6% from $52.9 million for the fiscal year ended April 24,
1999, net of promotional allowances of $23.0 million and $40.2 million,
respectively. Our marketing program remained unchanged. The decrease of
$1.4 million was related to amounts expended under Heinz's marketing programs in
the fiscal year ended April 24, 1999 and the discontinuation of food
royalties-related marketing rebate expenses.

    Selling, general and administrative expenses were $53.8 million for the
fiscal year ended April 29, 2000, an increase of 4.5% from $51.5 million for the
fiscal year ended April 24, 1999. As a percentage of net revenues, excluding
$1.8 million from discontinued food royalties in the fiscal year ended
April 29, 2000 and excluding $8.7 million from non-recurring revenues from a
licensing agreement and $5.3 million from discontinued food royalties in the
fiscal year ended April 24, 1999, these costs were 13.5% for the fiscal year
ended April 29, 2000, compared to 14.7% for the fiscal year ended April 24,
1999. This percentage decrease was due to the continued benefit of our
restructuring and reorganization program.

    As a result of the above, our operating income was $91.1 million, excluding
a one-time charge of $8.3 million of transaction costs and $1.8 million in
revenues from discontinued food royalties, for the year ended April 29, 2000, an
increase of 35.4% from operating income of $67.3 million, excluding
$8.7 million of non-recurring revenues from a licensing agreement and
$5.3 million from discontinued food royalties, for the fiscal year ended
April 24, 1999.

LIQUIDITY AND CAPITAL RESOURCES

    For the fiscal year ended December 29, 2001 and for the three months ended
March 30, 2002, our primary source of funds to meet working capital needs was
cash from operations. For the fiscal year ended December 29, 2001, cash and cash
equivalents decreased $21.2 million to $23.3 million. Cash flows provided by
operating activities of $121.6 million were used primarily for investing
activities. Cash flows used for investing activities of $120.1 million were
primarily attributable to $84.4 million (including acquisition costs) paid in
connection with the Weighco acquisition and $13.5 million paid in connection
with the acquisition of our Oregon franchise, loans totaling $17.3 million made
to WeightWatchers.com and capital expenditures of $3.8 million. Net cash flows
used for financing activities of $21.4 million consisted primarily of proceeds
from borrowings under our senior credit facilities of $60.0 million, offset by
the payment of dividends on our preferred stock of $1.5 million,

                                       25
<Page>
payments associated with the cost of the public equity offering by certain of
our stockholders of $1.0 million, repayments of principal on our outstanding
senior credit facilities of $50.8 million and the repurchase of 6,719,254 shares
of our common stock held by Heinz for $27.1 million.

    For the three months ended March 30, 2002, cash and cash equivalents
increased $11.2 million to $34.5 million. Cash flows of $73.2 million provided
by operating activities and $58.5 million of proceeds from borrowings under our
senior credit facilities were used primarily for investing and financing
activities. Investing activities totaled $47.8 million in the three months ended
March 30, 2002 and were primarily attributable to $46.5 million paid in
connection with the acquisition of our North Jersey franchise and $1.0 million
invested in capital expenditures. Cash used for financing activities included
repayments of $45.6 million in principal on our senior credit facilities, the
repurchase of all of our outstanding preferred stock for $25.0 million and the
cumulative final payment of $1.2 million of dividends on our preferred stock. In
total, after proceeds from borrowings of $58.5 million, net cash used for
financing activities totaled $14.2 million.

    Capital spending has averaged approximately $3 million annually over the
last four years and has consisted primarily of leasehold improvements, computer
equipment and information system upgrades.

    Our total debt was $474.0 million and $485.7 million at December 29, 2001
and March 30, 2002, respectively. As of December 29, 2001 and March 30, 2002, we
had approximately $45.0 million and $28.5 million of additional borrowing
capacity available under our revolving credit facility. On January 16, 2001, we
acquired the franchise territories and certain business assets of Weighco for
$83.8 million. We financed the acquisition with available cash of $23.8 million
and additional borrowings of $60.0 million under our senior credit facilities.

    Our total debt of $485.7 million at March 30, 2002 is due to be repaid as
follows (in millions):

<Table>
<S>                                                           <C>
Remainder of year 2002......................................   $ 28.6
2003........................................................     20.2
2004........................................................     17.6
2005........................................................     17.0
2006........................................................      1.7
2007 and thereafter.........................................    400.6
                                                               ------
                                                               $485.7
                                                               ======
</Table>

Debt obligations due to be repaid in the next twelve months are expected to be
satisfied with operating cash flows.

    Our credit ratings by Moody's at March 30, 2002 for the credit facilities
and senior subordinated notes were "Ba1" and "Ba3", respectively. Our credit
ratings by Standard & Poor's at March 30, 2002 for the senior credit facilities
and senior subordinated notes were "BB-" and "B", respectively.

    Our debt consists of both fixed and variable-rate instruments. At
December 29, 2001 and March 30, 2002, fixed-rate debt constituted approximately
50.3% and 48.9% of our total debt, respectively. The average interest rate on
our debt was approximately 8.6% at December 29, 2001 and March 30, 2002.

    We believe that cash flows from operating activities will be sufficient for
the next twelve months to fund currently anticipated capital expenditure
requirements, debt service requirements and working capital requirements. Any
future acquisitions, joint ventures or other similar transactions could require
additional capital and we cannot be certain that any additional capital will be
available on acceptable terms or at all.

    The balances under our senior credit facilities as of March 30, 2002 were
$248.5 million, consisting of $60.0 million of borrowings under our term loan A
facility, $108.0 million of borrowings under our

                                       26
<Page>
term loan B facility, $64.0 million of borrowings under our transferable loan
certificate facility and $16.5 million of borrowings under our revolving credit
facility. As of March 30, 2002, $28.5 million was available under the revolving
credit facility for additional borrowings. The term loan A facility matures on
September 30, 2005, the term loan B facility matures on December 31, 2007, the
transferable loan certificate facility matures on December 31, 2007 and the
revolving credit facility matures on September 30, 2005.

    The term loan A facility, the term loan B facility, the transferable loan
certificate facility and the revolving credit facility bear interest at a rate
equal to (a) in the case of the term loan A facility and the revolving credit
facility, LIBOR plus 1.75% or, at our option, the alternate base rate (as
defined in the senior credit facilities) plus 0.75%, (b) in the case of the term
loan B facility and the transferable loan certificate facility, LIBOR plus 2.50%
or, at our option, the alternate base rate plus 1.50%. In addition to paying
interest on outstanding principal under the senior credit facilities, we are
required to pay a commitment fee to the lenders under the revolving credit
facility with respect to the unused commitments at a rate equal to 0.50% per
year.

    Our senior credit facilities contain covenants that restrict our ability to
incur additional indebtedness, pay dividends on and redeem capital stock, make
other restricted payments, including investments, sell our assets and enter into
consolidations, mergers and transfers of all or substantially all of our assets.
Our senior credit facilities also require us to maintain specified financial
ratios and satisfy financial condition tests.

    We issued $150.0 million in aggregate principal amount of senior
subordinated notes and E100.0 million in aggregate principal amount of senior
subordinated notes in connection with our acquisition by Artal Luxembourg. Our
senior subordinated notes mature in 2009 and bear interest at a rate of 13% per
annum. Our obligations under the notes are subordinate and junior in right of
payment to all of our existing and future senior indebtedness, including all
indebtedness under the senior credit facilities. The indentures, pursuant to
which the notes were issued, restrict our ability to incur additional
indebtedness, issue shares of disqualified stock and preferred stock, pay
dividends, make other restricted payments, including investments, create
limitations on the ability of our subsidiaries to pay dividends or make certain
payments to us, merge or consolidate with any other person or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of our
assets.

    As of December 29, 2001, we had one million shares of Series A Preferred
Stock issued and outstanding with a preference value of $25.0 million. Holders
of the Series A Preferred Stock were entitled to receive dividends at an annual
rate of 6% payable annually in arrears. On March 1, 2002, we redeemed all of our
Series A Preferred Stock held by Heinz for a redemption price of $25.0 million
plus accrued and unpaid dividends. The redemption was financed through
additional borrowings of $12.0 million under the revolving credit facility and
cash from operations.

    We are obligated under non-cancelable operating leases primarily for office
and rent facilities. We have also guaranteed the performance of
WeightWatchers.com's lease of its office space at 888 Seventh Avenue, New York,
New York. The annual rent rate for this WeightWatchers.com lease is
$0.5 million plus increases for operating expenses and real estate taxes. This
lease expires in September 2003. Rent expense charged to operations under all
our leases for the fiscal year ended December 29, 2001 was

                                       27
<Page>
approximately $14.8 million. Future minimum lease payments under these
agreements are as follows (in millions):

<Table>
<S>                                                           <C>
2002........................................................   $13.0
2003........................................................     9.1
2004........................................................     5.9
2005........................................................     3.9
2006........................................................     2.4
2007 and thereafter.........................................    15.9
                                                               -----
                                                               $50.2
                                                               =====
</Table>

    Our ability to fund our capital expenditure requirements, interest,
principal and dividend payment obligations and working capital requirements and
to comply with all of the financial covenants under our debt agreements depends
on our future operations, performance and cash flow. These are subject to
prevailing economic conditions and to financial, business and other factors,
some of which are beyond our control.

SEASONALITY

    Our business is seasonal, with revenues generally decreasing at year end and
during the summer months. Our advertising schedule supports the three key
enrollment-generating seasons of the year: winter, spring and fall. Due to the
timing of our marketing expenditures, particularly the higher level of
expenditures in the first quarter, our operating income for the second quarter
is generally the strongest, with the fourth quarter being the weakest.

ACCOUNTING STANDARDS

    In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards, or "SFAS" No. 143, "Accounting for Asset
Retirement Obligations," and SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. SFAS No. 144 supersedes SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions of AICPA
Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations--Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," and
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. We adopted SFAS 144 on December 30, 2001 and we will adopt
SFAS 143 on December 29, 2002. The adoption of SFAS No. 144 did not have, and we
do not expect that the adoption of SFAS No. 143 will have, a material impact on
our consolidated financial position or results of operations.

    In June 2001, the Emerging Issues Task Force (EITF) reached a consensus on
Issue No. 00-14, "Accounting for Certain Sales Incentives," which is effective
no later than periods beginning after December 15, 2001. EITF Issue No. 00-14
addresses the recognition, measurement and statement of earnings classification
for certain sales incentives. EITF Issue No. 00-14 was effective for us
beginning December 30, 2001. The adoption of EITF Issue No. 00-14 did not have a
material effect on our consolidated results of operations.

                                       28
<Page>
    In June 2001, the Financial Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets." SFAS No. 142 addresses the mandatory use
of the purchase method of accounting for business combinations, elimination of
indefinite life goodwill amortization, a revised framework for testing goodwill,
impairment at a "reporting unit" level and new criteria for the identification
and potential amortization of other intangible assets. We adopted SFAS No. 142
on December 30, 2001.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We are exposed to foreign currency fluctuations and interest rate changes.
Our exposure to market risk for changes in interest rates relates to the fair
value of long-term fixed rate debt and interest expense of variable rate debt.
We have historically managed interest rates through the use of, and our
long-term debt is currently composed of, a combination of fixed and variable
rate borrowings. Generally, the fair market value of fixed rate debt will
increase as interest rates fall and decrease as interest rates rise.

    Based on the overall interest rate exposure on our fixed rate borrowings at
March 30, 2002, a 10% change in market interest rates would have less than a 5%
impact on the fair value of our long-term debt. Based on variable rate debt
levels at March 30, 2002, a 10% change in market interest rates would have less
than a 5% impact on our net interest expense.

    Other than intercompany transactions between our domestic and foreign
entities and the portion of our senior subordinated notes that are denominated
in Euros, we generally do not have significant transactions that are denominated
in a currency other than the functional currency applicable to each entity.

    We enter into forward and swap contracts to hedge transactions denominated
in foreign currencies to reduce the currency risk associated with fluctuating
exchange rates. These contracts are used primarily to hedge payments arising
from some of our foreign currency denominated obligations. Realized and
unrealized gains and losses from these transactions are included in net income
for the period. In addition, we enter into interest rate swaps to hedge a
substantial portion of our variable rate debt. Changes in the fair value of
these derivatives will be recorded each period in earnings for non-qualifying
derivatives or accumulated other comprehensive income (loss) for qualifying
derivatives.

    Fluctuations in currency exchange rates may also impact our shareholders'
equity. The assets and liabilities of our non-U.S. subsidiaries are translated
into U.S. dollars at the exchange rates in effect at the balance sheet date.
Revenues and expenses are translated into U.S. dollars at the weighted average
exchange rate for the period. The resulting translation adjustments are recorded
in shareholders' equity as accumulated other comprehensive income (loss). In
addition, fluctuations in the value of the Euro will cause the U.S. dollar
translated amounts to change in comparison to prior periods. Furthermore, we
revalue our outstanding senior subordinated Euro notes at the end of each period
and the resulting change in value will be reflected in the income statement of
the corresponding period.

    Each of our subsidiaries derives revenues and incurs expenses primarily
within a single country and, consequently, does not generally incur currency
risks in connection with the conduct of normal business operations.

    We use foreign currency forward contracts to more properly align the
underlying sources of cash flow with our debt servicing requirements. At
March 30, 2002, we had long-term foreign currency forward contracts receivables
with notional amounts of $44.0 million and Euro 76.0 million, offset by foreign
currency forward contracts payables with notional amounts of British Pound
59.2 million and $21.9 million.

                                       29
<Page>
                                    INDUSTRY

OVERVIEW

    The number of overweight and obese people worldwide has been increasing due
to improving living standards and changing eating patterns, as well as
increasingly sedentary lifestyles. The World Health Organization has reported
that the world's population is becoming overweight at a rapid pace. According to
the organization, in 2001, over one billion people worldwide were overweight and
there exists an urgent need to deal with this problem. In the United States, the
proportion of U.S. adults who are overweight has increased from 47% to 61% over
the last 20 years, and approximately 52 million Americans are currently dieting.
The following table sets forth the percentage of overweight adults in the
countries indicated:

                        PERCENTAGE OF OVERWEIGHT ADULTS

    EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<Table>
<S>                      <C>
United States            61%
Germany                  60%
Australia                60%
United Kingdom           59%
Spain                    54%
Brazil                   36%
</Table>

    SOURCES: NATIONAL HEALTH AND EXAMINATION SURVEY, 1999; ADIPOSITAS LEITLINIE
    FUR DEN BEHANDELNDEN ARZT, 1997; AIHW, 2000; ANGLIA TELEVISION, FACT PACKS,
    1998; DOSSIER DE LA PRENSA, 2000; AND THE WORLD HEALTH ORGANIZATION, 1997,
    RESPECTIVELY.

    This growing population of overweight people, motivated by both their desire
to improve their appearance and their increasing awareness of the health risks
associated with being overweight, is fueling the growth in demand for
weight-loss programs. According to the U.S. Surgeon General, the economic cost
of overweight and obesity in the United States was $117 billion in 2000. In
fact, a recent study by the Rand Corporation determined that obesity's economic
cost to the U.S. healthcare system is greater than smoking or alcohol abuse.
Demand for weight-loss programs is also growing as a result of:

    - greater awareness that achieving and maintaining a healthy weight will
      reduce the risk of serious medical problems and significantly improve the
      quality of life;

    - the recognition that weight-loss drugs are not an effective stand-alone
      remedy and may have undesirable side effects; and

    - an increasing willingness of employers to promote and contribute towards
      the cost of weight-loss programs.

    Weight control problems are affecting more children as well. The number of
overweight youths has more than doubled during the past 20 years. Currently,
over 13% of American children and teens are classified as overweight.

WEIGHT AND HEALTH CORRELATION

    Being overweight is the second leading cause of preventable death in the
United States. In addition, numerous diseases, including heart disease, high
blood pressure and type II diabetes, are associated with being overweight or
obese. According to The World Health Organization, there is

                                       30
<Page>
strong evidence that weight loss reduces the risk of developing many of these
diseases and benefits those patients already diagnosed with the conditions. The
prevalence of disease, particularly cardiovascular disease, among overweight
people increases with age.

    The U.S. federal government is increasing its efforts to raise the awareness
of the health risks associated with overweight and obesity. In December 2001,
the U.S. Surgeon General issued a CALL TO ACTION TO PREVENT AND DECREASE
OVERWEIGHT AND OBESITY which demonstrated that overweight and obesity are among
the nation's most pressing health challenges. Furthermore, in April 2002, the
IRS ruled that, subject to certain conditions, expenses to treat obesity
(including the cost of weight-loss classes) are deductible medical expenses.

COMPETITION

    The weight-loss market includes commercial weight-loss programs, self-help
weight-loss products, Internet-based weight-loss products, dietary supplements,
weight-loss services administered by doctors, nutritionists and dieticians and
weight-loss drugs. Competition among commercial weight-loss programs is largely
based on program recognition and reputation and the effectiveness, safety and
price of the program.

    The following chart sets forth the diet attempts by method used by U.S.
adults in 2000:

                                 U.S. DIET ATTEMPTS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<Table>
<Caption>
     MEAL REPLACEMENTS        7%
<S>                           <C>
Commercial Programs*           7%
Doctors/Health Professionals  11%
Other                          4%
Self-help                     71%
</Table>

    SOURCE: 2000 GALLUP STUDY
- ------------------------
    * Includes group education-based and pre-packaged meal-based commercial
weight-loss programs.

    In the United States, we compete with several other companies in the
commercial weight-loss industry, although we believe that our businesses are not
comparable. For example, many of our competitors' businesses are based on the
sale of pre-packaged meals and meal replacements, while our classes use group
support, education and behavior modification to help members change their eating
habits, in conjunction with a flexible diet that allows our members the freedom
to choose what they eat. Companies that sell pre-packaged meal programs, such as
Jenny Craig, have for the most part experienced declining revenues. In addition
to the lack of variety and the inflexible nature of pre-packaged meals, these
weight-loss programs are expensive because of the premiums charged for the
meals.

    There are no significant group education-based competitors in any of our
major markets, except in the United Kingdom. Even there, we have approximately a
50% market share and approximately twice the revenues of our largest competitor,
Slimming World, our competitor since the 1960s.

                                       31
<Page>
                                    BUSINESS

OVERVIEW

    We are a leading global branded consumer company and the leading provider of
weight-loss services in 27 countries around the world. Our programs help people
lose weight and maintain their weight loss and, as a result, improve their
health, enhance their lifestyles and build self-confidence. At the core of our
business are weekly meetings, which promote weight loss through education and
group support in conjunction with a flexible, healthy diet. Each week, more than
one million members attend approximately 39,000 Weight Watchers meetings, which
are run by over 14,000 classroom leaders. Our classroom leaders teach, inspire,
motivate and act as role models for our members.

    We conduct our business through a combination of company-owned and franchise
operations, with company-owned operations accounting for approximately 68% of
total worldwide attendance in the first three months of 2002. In the 1960's, we
pursued an aggressive franchising strategy with respect to our classroom
operations to rapidly grow our geographic presence and build market share. We
believe that our early franchising strategy was very effective in establishing
our brand as the world's leading weight-loss program.

    We have experienced strong growth in sales and profits over the last five
years since we made the strategic decision to re-focus our meetings exclusively
on our group education approach. We discontinued the in-meeting sale of
pre-packaged meals added in 1990 in NACO by our previous owner, Heinz. We also
modernized our diet to adapt it to contemporary lifestyles. Through these
initiatives, combined with our strengthened management and strategic focus since
our acquisition by Artal Luxembourg, we have grown our attendance.

    The following table sets forth our NACO operations and international
attendance for the 1997, 1998, 1999 and 2000 fiscal years, the twelve months
ended December 30, 2000 and the 2001 fiscal year.

                     ATTENDANCE IN COMPANY-OWNED OPERATIONS
                                 (in millions)

    EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<Table>
<Caption>
             CLASSROOM ATTENDANCE IN MILLIONS                NACO OPERATIONS   INTERNATIONAL    TOTAL
<S>                                                          <C>               <C>             <C>
Fiscal Year ended April 26, 1997                                   15.2              7.8         23.0
Fiscal Year ended April 25, 1998                                   17.8              8.4         26.2
Fiscal Year ended April 24, 1999                                   18.9             10.9         29.8
Fiscal Year ended April 29, 2000                                   20.0             13.3         33.3
Twelve Months ended December 30, 2000                              21.4             14.3         35.7
Fiscal Year ended December 29, 2001*                               23.5             23.5         47.0
</Table>

*   Attendance for fiscal 2001 includes attendance of Weighco from January 16,
    2001. For the twelve months ended December 30, 2000, Weighco's attendance
    was 4.4 million.

    Our members typically enroll to attend consecutive weekly meetings and have
historically demonstrated a consistent re-enrollment pattern across many years.
Historically, in our NACO operations:

    - our members attend an average of 8 to 10 weekly sessions in an enrollment
      cycle;

    - approximately 75% of returning members re-enroll at least one more time in
      the future; and

                                       32
<Page>
    - since 1991, our members have enrolled in an average of four separate
      enrollment cycles.

    We believe that our members' repeat enrollment and attendance patterns and
our large existing member base together with our growth in first-time members
represent strong potential for future growth.

MARKET OPPORTUNITY

    The large and growing global weight-loss market provides us with significant
growth potential. In addition, we also believe that we can increase our
penetration rate of our target demographic market of overweight women, ages 25
to 64, in our existing major markets as well as in our less developed markets.

    The following chart illustrates our estimated level of penetration in 2001
of our target market, women ages 25 to 64, with a body mass index greater than
25:

              OUR TARGET MARKET PENETRATION IN SELECTED COUNTRIES

<Table>
<Caption>
Weight Watchers Percent
Penetration in 2001
- -----------------------
<S>                                      <C>
                                            Less Than
Spain                                            0.1%
Denmark                                          0.5%
Germany                                          1.3%
Netherlands                                      1.8%
Switzerland                                      2.6%
France                                           3.3%
Belgium                                          5.3%
Australia                                        8.5%
New Zealand                                      8.6%
United States                                    9.0%
Finland                                          9.4%
United Kingdom                                  11.3%
Sweden                                          14.7%
</Table>

Relative Size of Target Market

    In the United Kingdom, the penetration rate of our target demographic group
by all education-based commercial weight-loss programs now exceeds 20%. We
believe that this demonstrates potential for significant increases in
penetration in our other markets. Since we do not face significant group
education-based competitors outside the United Kingdom, we believe that we are
best positioned to capture this growth.

    We also believe that we have significant long-term growth opportunities in
countries where we have established a meeting infrastructure but our market
penetration rates are relatively low. For example, in Germany, where our
penetration is less than 2% of our target market, we grew our attendance by over
50% in fiscal 2001.

    We have demonstrated the ability to enter new markets as our program has
proven adaptable in 30 countries. We customize our program for each geographic
setting by tailoring the program for the local language, culture and food
preferences. We believe that our international success proves that our core
weight-loss program is effective worldwide and have recently begun operations in
Spain and Denmark.

                                       33
<Page>
    We also believe that we can expand our customer base by developing new
products and services designed to meet the needs of a broader audience. For
example, while approximately 95% of our current members are women, we are
actively researching and developing new products and services that are intended
to have a greater appeal to men.

OUR BILLION DOLLAR BRAND

    WEIGHT WATCHERS is the leading global weight-loss brand with retail sales of
over $1.5 billion in 2001, including sales by licensees and franchisees.
Currently, over 97% of U.S. women recognize the WEIGHT WATCHERS brand. In
addition, our program is the most widely recommended weight-loss program by U.S.
doctors. Our credibility is further enhanced by the endorsement of the U.S.
Department of Agriculture.

    We have built our business and brand on the following core principles:

<Table>
<S>                               <C>
    - Effective                   CLINICALLY PROVEN

    - Healthy                     MEDICALLY RECOMMENDED

    - Supportive                  HELPING MEMBERS HELP EACH OTHER

    - Flexible                    COMPATIBLE WITH MODERN LIFESTYLES

    - Balanced                    NOT JUST A DIET, AN APPROACH TO LIFE
</Table>

WEIGHT WATCHERS MEETINGS

    We present our program in a series of weekly classes of approximately one
hour in duration. Classes are conveniently scheduled throughout the day.
Typically, we hold classes in either meeting rooms rented from civic or
religious organizations or in leased locations.

    In our classes, our leaders present our program, which combines group
support and education about healthy eating patterns, behavior modification and
physical activity with our scientifically developed diet. Our more than 14,000
classroom leaders run our meetings and educate members on the process of
successful and sustained weight loss. Our leaders also provide inspiration and
motivation for our members and are examples of our program's effectiveness
because they have lost weight and maintained their weight loss on our program.

    Classes typically begin with registration and a confidential weigh-in to
track each member's progress. Leaders are trained to engage the members at the
weigh-in to talk about their weight control efforts during the previous week and
to provide encouragement and advice. Part of the class is educational, where the
leader uses personal anecdotes, games or open questions to demonstrate some of
our core weight-loss strategies, such as self-belief and discipline. For the
remainder of the class, the leader focuses on a variety of topics pre-selected
by us, such as seasonal weight-loss topics, achievements people have made in the
prior week and celebrating and applauding successes. Members who have reached
their weight goal are singled out for their accomplishment. Discussions can
range from dealing with a holiday office party to making time to exercise. The
leader encourages substantial class participation and discusses supporting
products and materials as appropriate. At the end of the class, new members are
given special instruction in our current diet.

    Our leaders help set a member's weight goal within a healthy range by using
a body mass index. When members reach their weight goal and maintain it for six
weeks, they achieve lifetime member status. This gives them the privilege to
attend our meetings free of charge as long as they maintain their weight within
a certain range. Successful members also become eligible to apply for positions
as classroom leaders. Field management and current leaders constantly identify
new leaders from members with strong interpersonal skills, personality and
communication skills. Leaders are usually paid on a commission basis.

                                       34
<Page>
    Our AT WORK program addresses the weight-loss needs of working people by
holding classes at their place of employment. AT WORK is particularly popular in
the United States as employees, and increasingly employers, are receptive to our
classes in the work place. In many cases, employers subsidize employee
participation and typically provide meeting space without charge. In fiscal
2001, approximately 8% of attendance in our NACO operations was through our AT
WORK meetings.

OUR APPROACH

    Our approach has always been based on four core elements:

    - Group support

    - Behavior modification

    - Diet

    - Exercise

GROUP SUPPORT

    The group support system remains the cornerstone of our classes. Members
provide each other support by sharing their experiences and their encouragement
and empathy with other people enduring similar weight-loss challenges. This
group support provides the reassurance that no one must overcome their
weight-loss challenges alone. Group support assists members in dealing with
issues such as depression-eating and habitual-eating behaviors. We facilitate
this support through interactive meetings that encourage learning through group
activities and discussions.

BEHAVIOR MODIFICATION

    Behavior modification and education on eating habits have also always been
key elements of our program. We use motivation, education and support to help
members manage their weight and to change their habits. Discussions on topics
such as staying motivated, how to avoid overeating and managing stress offer
members valuable insight on how to stay on our program while dealing with the
realities of everyday life. Our U.S. members also currently learn "Tools for
Living," a program of ten fundamental goal-setting and motivational principles.
In addition, our U.S. members currently receive a booklet titled "Managing Your
Weight From the Inside Out" that teaches members how to develop a positive
mind-set about weight control, new approaches to problem solving and specific
ideas for handling some of the most common weight-loss issues. Our international
members learn similar principles and receive similar publications.

DIET

    Our diets allow our members to eat regular meals instead of pre-packaged
meals. By giving members the freedom to choose what they eat, our diets are
flexible and adjusted to modern lifestyles. In order to keep our diets at the
forefront of weight-loss science, each is designed in consultation with doctors
and other scientific advisors. We continually strive to improve our diets by
periodically testing, then introducing, new features.

    Our current diets feature the POINTS system, which assigns each food a
POINTS value based on its nutritional content. Members are given a daily POINTS
goal to use on whatever combination of food they prefer so long as the total
does not exceed the goal. While no food is forbidden, our POINTS-based diets
encourage members to eat a wide variety of foods in amounts that promote healthy
weight loss. Our diets help members choose foods that are low in fat, high in
complex carbohydrates and moderate in protein. We customize our diets from
country to country in order to suit local tastes and nutritional concerns, as
well as package labeling differences between countries. Our

                                       35
<Page>
diet allows members to carry-back or carry-forward unused POINTS and thus gives
members the flexibility to participate in special occasions and special meals.
Our current U.S. diet is branded WINNING POINTS, our current U.K. diet is
branded PURE POINTS, and our current diet in Continental Europe is branded THE
POINTS PLAN.

EXERCISE

    Exercise is an important component of weight loss and our overall program to
lose weight. Our classroom leaders emphasize the importance of exercise to
weight loss and in leading a healthy, balanced lifestyle. In addition, our diet
promotes exercise by granting members additional POINTS for their diet based on
the type and amount of exercise in which they engage. Our U.S. members currently
receive "The Weight Watchers Activity Guide," which is designed to promote
exercise and activity outside of the classroom. This exercise guide is
consistent with the recommendations for physical activity outlined by both the
Center for Disease Control and Prevention and the American College of Sports
Medicine. International members receive similar information.

ADDITIONAL DELIVERY METHODS

    We have developed additional delivery methods for people who, either through
circumstance or personal preference, do not attend our classes. For example, we
have developed program cookbooks and an AT HOME self-help product that provide
information on our diet and guidance on weight loss, as well as CD-ROM versions
of our diet for the United Kingdom, Continental Europe and Australia.

    During 2001, our affiliate and licensee, WeightWatchers.com, launched WEIGHT
WATCHERS ONLINE, an online paid subscription product, in the United States. This
product offers information on WINNING POINTS, POINTS values, content on various
weight-loss subjects, professionally-developed low-POINTS recipes and weekly
meal plans for different POINTS ranges. In addition, WEIGHT WATCHERS ONLINE
provides an online journal, an online POINTS calculator, a recipe POINTS
calculator, a weight tracker and progress charts and pre-programmed messages to
help subscribers achieve their weight-loss goals. This product targets self-help
dieters.

PRODUCT SALES

    We sell a range of proprietary products, including snack bars, books,
CD-ROMS and POINTS calculators, that is consistent with our brand image. We sell
our products primarily through our classroom operations and to our franchisees.
In fiscal 2001, sales of our proprietary products represented 27% of our
revenues, up from 11% in fiscal 1997. We have grown our product sales per
attendance by focusing on a core group of products that complement the Weight
Watchers program. We intend to continue to optimize our product offerings by
updating existing products and selectively introducing new products.

<Table>
<S>                                   <C>                                    <C>
             [picture]                             [picture]                              [picture]

             Snack Bars                            Cookbooks                          POINTS Calculators
</Table>

                                       36
<Page>
FRANCHISE OPERATIONS

    We have enjoyed a mutually beneficial relationship with our franchisees over
many years. In our early years, we used an aggressive franchising strategy to
quickly establish a meeting infrastructure throughout the world to pre-empt
competition. Our franchised operations represented approximately 35% of our
total worldwide attendance for fiscal 2001. We estimate that, in fiscal 2001,
these franchised operations attracted attendance of over 25 million. Franchisees
typically pay us a fee equal to 10% of their meeting fee revenues.

    Our franchisees are responsible for operating classes in their territory
using the program we have developed. We provide a central support system for the
program and our brand. Our franchisees use the program and marketing materials
that we develop. Franchisees purchase products from us at wholesale prices for
resale directly to members. Franchisees are obligated to adhere strictly to our
program content guidelines, with the freedom to control pricing, meeting
locations, operational structure and local promotions. Franchisees provide local
operational expertise, advertising and public relations. Franchisees are
required to keep accurate records that we audit on a periodic basis. Most
franchise agreements are perpetual and can be terminated only upon a material
breach or bankruptcy of the franchisee.

    We do not intend to award new franchise territories. From time to time we
repurchase franchise territories.

LICENSING

    As a highly recognized global brand, WEIGHT WATCHERS is a powerful marketing
tool for us and for third parties. We currently license the WEIGHT WATCHERS
brand in certain categories of food, books and other products. We believe there
are opportunities to further capitalize on the strength of our brand and the
loyalty of our members by more aggressively licensing our brand while
maintaining its integrity.

    During the period that Heinz owned our company, it developed a number of
food product lines under the WEIGHT WATCHERS brand, with hundreds of millions of
dollars of retail sales, mostly in the United States and in the United Kingdom.
Heinz, however, did not actively license the WEIGHT WATCHERS brand to other food
companies. Heinz has retained a perpetual royalty-free license to continue using
our brand in its core food categories. In addition, Heinz still continues to
receive royalty payments of over $4 million per year from an existing portfolio
of third-party licenses for various food products outside of Heinz's core
categories. After 2004, these royalty payments will be payable to us, although
we have the right to acquire them sooner.

    We have begun focusing on proactively developing new licensing opportunities
with a number of food companies and have hired a general manager to focus
exclusively on this area. We recently began receiving royalties from our
affiliate and licensee, WeightWatchers.com, which launched two Internet-based
paid subscription products during 2001.

                                       37
<Page>
MARKETING AND PROMOTION

MEMBER REFERRALS

    An important source of new members is through word-of-mouth generated by our
current and former members. Over our 40-year operating history, we have created
a powerful referral network of loyal members. These referrals, combined with our
strong brand and the effectiveness of our program, enable us to efficiently
attract new and returning members.

MEDIA ADVERTISING

    Our advertising enhances our brand image and awareness and motivates both
former members and potential new members to join our program. Our advertising
schedule supports the three key enrollment-generating diet seasons of the year:
winter, spring and fall. We allocate our media advertising on a market-by-market
basis, as well as by media vehicle (television, radio, magazines and
newspapers), taking into account the target market and the effectiveness of the
medium.

DIRECT MAIL

    Direct mail is a critical element of our marketing because it targets
potential returning members. We maintain databases of current and former members
in each country in which we operate, which we use to focus our direct mailings.
During fiscal 2001 our NACO operations sent over 13 million pieces of direct
mail. Most of these mailings are timed to coincide with the start of the diet
seasons. Direct mail generally consists of special offers encouraging former
members to re-enroll and related advertisements.

PRICING STRUCTURE AND PROMOTIONS

    Our most popular payment structure is a "pay-as-you-go" arrangement.
Typically, a new member pays an initial registration fee and then a weekly fee
for each class attended, although free registration is often offered as a
promotion. Our LIBERTY/LOYALTY payment plan provides members with the option of
committing to consecutive weekly attendance with a lower weekly fee with
penalties for missed classes or paying a higher weekly fee without the missed
meeting penalties. We also offer discounted prepayment options.

PUBLIC RELATIONS AND CELEBRITY ENDORSEMENTS

    The focus of our public relations efforts is through our current and former
members who have successfully lost weight on our program. Classroom leaders and
successful members engage in local promotions, information presentations and
charity events to promote Weight Watchers and demonstrate the program's
efficacy.

    For many years we have also used celebrities to promote and endorse the
program. Since 1997, we have retained Sarah Ferguson, the Duchess of York, to
promote and endorse our program in North America. Prior to the Duchess, we used
Kathleen Sullivan and Lynn Redgrave as our North American celebrity
spokespersons. We also use local celebrities to promote our program in other
countries.

                                       38
<Page>
WEIGHT WATCHERS MAGAZINE

    WEIGHT WATCHERS MAGAZINE is an important branded marketing channel that is
experiencing strong growth. We re-acquired the rights to publish the magazine in
February 2000. Since its U.S. re-launch in March 2000, circulation has grown
from zero to over 700,000 in March 2002, and the magazine has a readership of
over two million. In addition to generating revenues from subscription sales and
advertising, WEIGHT WATCHERS MAGAZINE reinforces the value of our brand and
serves as an important marketing tool to non-members.

                                     [LOGO]

WEIGHTWATCHERS.COM

    Our affiliate and licensee, WeightWatchers.com, operates the WEIGHT WATCHERS
website, which is an important global promotional channel for our brand and
businesses. The website contributes value to our classroom business by promoting
our brand, advertising Weight Watchers classes and keeping members involved with
the program outside the classroom through useful offerings, such as a meeting
locator, low calorie recipes, weight-loss news articles, success stories and
on-line forums. Over 200,000 searches per week are conducted on the meeting
locator, which helps consumers find the times and locations of Weight Watchers
meetings near them. WeightWatchers.com now generates 125 million page views and
attracts approximately six million visits per month.

    In the United States, WeightWatchers.com launched during 2001 two online
paid subscription products, WEIGHT WATCHERS ETOOLS and WEIGHT WATCHERS ONLINE.
WEIGHT WATCHERS ETOOLS is designed to supplement and strengthen the Weight
Watchers classroom business. WEIGHT WATCHERS ETOOLS is a suite of electronic
tools available only to Weight Watchers members, designed to help them achieve
greater success by making it even easier to follow WINNING POINTS and by
reinforcing our weight-loss approach between meetings. WEIGHT WATCHERS ONLINE is
a self-help product based on our current diet designed to attract consumers who
cannot or choose not to attend Weight Watchers meetings. We believe that WEIGHT
WATCHERS ONLINE will increase the popularity of our brand among dieters and
strengthen our brand in the entire weight-loss market.

    Under our agreement with WeightWatchers.com, we granted it an exclusive
license to use our trademarks, copyrights and domain names on the Internet in
connection with its online weight-loss business. The license agreement provides
us with control of how our intellectual property is used. In particular, we have
the right to approve WeightWatchers.com's e-commerce activities, strategies and
operational plans, marketing programs, privacy policy and materials publicly
displayed on the Internet.

                                       39
<Page>
    We own 19.8% of WeightWatchers.com, or 37.4% on a fully diluted basis
(including the exercise of all options and all warrants), and in January 2002,
we began receiving royalties of 10% of WeightWatchers.com's net revenues.

ENTREPRENEURIAL MANAGEMENT

    We run our company in a decentralized and entrepreneurial manner that allows
us to develop and test new ideas on a local basis and then implement the most
successful ideas across our network. We believe local country and regional
managers are best able to develop new strategies and programs to meet the needs
of their markets. For example, local managers in the United Kingdom were
responsible for developing our POINTS-based diet. Local managers have also
developed many of our customized pricing strategies such as the LIBERTY/LOYALTY
plan, which started in France. In addition, many of our classroom products have
been developed locally and then been introduced successfully in other countries.
Local managers have strong incentives to adopt and implement the best practices
of other regions and to continue to develop innovative new programs.

HISTORY

EARLY DEVELOPMENT

    In 1961, Jean Nidetch, the founder of our company, attended a New York City
obesity clinic and took what she learned from her personal experience at the
obesity clinic and began weight-loss meetings with a group of her overweight
friends in the basement of a New York apartment building. Under Ms. Nidetch's
leadership, the group members supported each other in their weight-loss efforts,
and word of the group's success quickly spread. Ms. Nidetch and Al and Felice
Lippert, who all successfully lost weight through these efforts, formally
launched Weight Watchers.

HEINZ OWNERSHIP

    Recognizing the power of the WEIGHT WATCHERS brand, Heinz acquired us in
1978 in large part to acquire the rights to our name for its food business.
Through the 1980s, we operated autonomously under Heinz, maintaining our group
education focus, and our business continued to grow.

    In 1990, Heinz altered our successful model by introducing the sale of
pre-packaged meals through our NACO operations in response to the initial
success then experienced by some of our competitors who focused on meal
replacements. These changes forced our classroom leaders to become food sales
people and retail managers for food products, detracting from their function as
role models and motivators for our members. This caused a significant drop in
customer satisfaction and employee morale, and attendance in our NACO operations
declined. Prior to the introduction of pre-packaged meals in fiscal 1990, annual
attendance in our NACO operations was 12.9 million, but by fiscal 1997,
attendance had dropped to 7.8 million. The introduction of pre-packaged meals
also forced us to lease large fixed centers that could accommodate freezer
cases, and the reduction in attendance combined with our increased fixed costs
caused operating income margin in our NACO operations to decline from over 30%
in fiscal 1989 to an operating loss in fiscal 1997. In contrast, in our
international operations, where the pre-packaged meals sales strategy was not
implemented, our attendance remained stable until fiscal 1997 and our
international business remained profitable. As we focused our NACO operations on
promoting and selling our pre-packaged meals, our centrally-developed diets
became outdated as they still focused on helping members prepare home-cooked
meals. At the same time, more women entered the workplace and preferred to buy
ready-to-eat groceries, including low-fat or low-calorie foods that became
widely available in supermarkets in the 1990s.

    In 1995, we shifted to a more decentralized management approach, allowing
the management of our international operations to develop local business
strategies and diet innovations. This approach was successful and by 1996 our
international growth began to accelerate. Beginning in 1997, we

                                       40
<Page>
restructured our NACO operations by eliminating the pre-packaged meals program
from our classroom operations, improving customer service, restoring employee
morale and introducing a POINTS-based diet. Following this return to our core
program approach in the United States, we moved from a fixed cost structure back
to a variable cost structure and have grown attendance in our NACO operations,
excluding the impact of our acquisitions, at a compound annual rate of 19.0%
from fiscal 1997 to fiscal 2001.

ARTAL OWNERSHIP

    In September 1999, Artal Luxembourg acquired us from Heinz. Following the
acquisition, our senior management team was reorganized, key employees invested
approximately $4 million in our company and a new performance-based stock option
plan was put in place. The Invus Group, Ltd. is the exclusive investment advisor
of Artal Luxembourg and has extensive experience with branded consumer
businesses, including the turnaround of the Keebler Foods Company.

REGULATION AND LITIGATION

    A number of laws and regulations govern our advertising, franchise
operations and relations with consumers. The FTC and certain states regulate
advertising, disclosures to consumers and franchisees and other consumer
matters. Our customers may file actions on their own behalf, as a class or
otherwise, and may file complaints with the FTC or state or local consumer
affairs offices and these agencies may take action on their own initiative or on
a referral from consumers or others.

    During the mid-1990s, the FTC filed complaints against a number of
commercial weight-loss providers alleging violations of the Federal Trade
Commission Act by the use and content of advertisements for weight-loss programs
that featured testimonials, claims for program success and safety and statements
as to program costs to participants. In 1997, we entered into a consent order
with the FTC settling all contested issues raised in the complaint filed against
us. The consent order requires us to comply with certain procedures and
disclosures in connection with our advertisements of products and services but
does not contain any admission of guilt nor require us to pay any civil
penalties or damages.

    Our foreign operations and franchises are also generally subject to
regulations of the applicable country regarding the offer and sale of
franchises, the content of advertising and the promotion of diet products and
programs. Future legislation or regulations, including legislation or
regulations affecting our marketing and advertising practices, relations with
consumers or franchisees, or our food products, could have an adverse impact on
us.

    We are not a party to any material pending legal proceedings. We have had
and continue to have disputes with certain of our franchisees regarding, among
other things, operations and other contractual issues, including the
interpretation of franchise territories as they relate to new media. In the
opinion of management, based in part upon advice of legal counsel, the
disposition of all such matters is not expected to have a material effect on our
results of operations or financial condition.

EMPLOYEES AND SERVICE PROVIDERS

    As of December 29, 2001, we had over 35,000 employees and service providers
located in the United States, the United Kingdom, Continental Europe, Australia
and New Zealand. None of our service providers or employees is represented by a
labor union. We consider our employee relations to be satisfactory.

                                       41
<Page>
                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

    Set forth below are the names, ages as of March 30, 2002 and current
positions with us and our subsidiaries of our executive officers and directors.
Directors are elected at the annual meeting of shareholders. Executive officers
are appointed by, and hold office at, the discretion of the directors.

<Table>
<Caption>
NAME                                                   AGE                                    POSITION
- ----                                        --------------------------   ---------------------------------------------------
<S>                                         <C>                          <C>
Linda Huett...............................  57                           President and Chief Executive Officer, Director

Richard McSorley..........................  58                           Chief Operating Officer, NACO

Clive Brothers............................  48                           Chief Operating Officer, Europe

Scott R. Penn.............................  30                           Vice President, Australasia

Ann M. Sardini............................  52                           Vice President, Chief Financial Officer

Robert W. Hollweg.........................  59                           Vice President, General Counsel and Secretary

Raymond Debbane(1)........................  47                           Chairman of the Board

Marsha Johnson Evans(2)...................  54                           Director

Jonas M. Fajgenbaum.......................  29                           Director

Sacha Lainovic(1).........................  45                           Director

Sam K. Reed(2)............................  55                           Director

Christopher J. Sobecki....................  43                           Director
</Table>

- ------------------------

(1) Member of our compensation and benefits committee.

(2) Member of our audit committee.

    LINDA HUETT.  Ms. Huett has been the President and a director of our company
since September 1999. She became our Chief Executive Officer in December 2000.
Ms. Huett joined our company in 1984 as a classroom leader. Ms. Huett was
promoted to U.K. Training Manager in 1986. In 1990, Ms. Huett was appointed
Director of the United Kingdom operation and in 1993 was appointed Vice
President of Weight Watchers U.K. Ms. Huett graduated from Gustavas Adolphus
College and received her Masters in Theater from Yale University. Ms. Huett is
also a director of WeightWatchers.com, Inc.

    RICHARD MCSORLEY.  Mr. McSorley has served as our Chief Operating Officer
for North America since January 2001. From 1992 until our purchase of the
franchise territories and certain business assets of Weighco, Mr. McSorley
served in various capacities with Weighco Enterprises, Inc., including as
President since 1995 and Chief Executive Officer since 1996. Mr. McSorley
received his B.A. degree from Villanova University and an M.B.A. from the
University of Pittsburgh.

    CLIVE BROTHERS.  Mr. Brothers has served as our Chief Operating Officer for
Europe since February 2001. Mr. Brothers joined our company in 1985 as a
marketing manager in the United Kingdom. In 1990, Mr. Brothers was appointed
General Manager, France and was appointed Vice President, Continental Europe in
1993. Mr. Brothers received a B.A. (Hons) in Business Studies from Leeds
Polytechnic in England and a diploma in Marketing from the Chartered Institute
of Marketing.

    SCOTT R. PENN.  Mr. Penn has been a Vice President of our Australasia
operations since September 1999. Mr. Penn joined our company in 1994 as a
Marketing Services Manager in Australia. In 1996, he

                                       42
<Page>
was promoted to Group Marketing Manager in Australia and in 1997 he was promoted
to General Manager--Marketing and Finance.

    ANN M. SARDINI.  Ms. Sardini has served as our Vice President and Chief
Financial Officer since April 2002 when she joined our company. Ms. Sardini has
over 20 years of experience in senior financial management positions in branded
media and consumer products companies. Prior to joining us, she served as Chief
Financial Officer of VitaminShoppe.com, Inc. from 1999 to 2001, and from 1995 to
1999 she served as Executive Vice President and Chief Financial Officer for the
Children's Television Workshop. In addition, Ms. Sardini has held finance
positions at QVC, Chris Craft Industries and the National Broadcasting Company.
Ms. Sardini received a B.A. from Boston College and an M.B.A. from Simmons
College Graduate School of Management.

    ROBERT W. HOLLWEG.  Mr. Hollweg has served as our Vice President, General
Counsel and Secretary since January 1998. He joined our company in 1969 as an
Assistant Counsel in the law department. He transferred to the Heinz law
department subsequent to Heinz's acquisition of our company in 1978 and served
there in various capacities. He rejoined us after Artal Luxembourg acquired our
company in September 1999. Mr. Hollweg graduated from Fordham University and
received his Juris Doctor degree from Fordham University School of Law. He is a
member of the American and New York State Bar Associations and a former
President of the International Trademark Association.

    RAYMOND DEBBANE.  Mr. Debbane has been our Chairman of the Board of
Directors since our acquisition by Artal Luxembourg on September 29, 1999.
Mr. Debbane is a co-founder and President of The Invus Group, Ltd. Prior to
forming The Invus Group, Ltd. in 1985, Mr. Debbane was a manager and consultant
for The Boston Consulting Group in Paris, France. He holds an M.B.A. from
Stanford Graduate School of Business, an M.S. in Food Science and Technology
from the University of California, Davis and a B.S. in Agricultural Sciences and
Agricultural Engineering from American University of Beirut. Mr. Debbane is a
director of Artal Group S.A., Ceres, Inc., Financial Technologies
International Inc. and Nellson Nutraceutical, Inc. Mr. Debbane is also the
Chairman of the Board of Directors of WeightWatchers.com, Inc. and served as a
director of Keebler Foods Company from 1996 to 1999.

    MARSHA JOHNSON EVANS.  Ms. Evans has been a director of our company since
February 2002. Ms. Evans is currently the National Executive Director of Girl
Scouts of the U.S.A., the world's preeminent organization dedicated solely to
girls. A retired Rear Admiral in the United States Navy, Ms. Evans has served as
superintendent of the Naval Postgraduate School in Monterey, California and
headed the Navy's worldwide recruiting organization from 1993 to 1995. She is
currently a director of the May Department Stores Company and numerous nonprofit
boards. Ms. Evans received a B.A. from Occidental College and a Master's Degree
from the Fletcher School of Law and Diplomacy at Tufts University.

    JONAS M. FAJGENBAUM.  Mr. Fajgenbaum has been a director of our company
since our acquisition by Artal Luxembourg on September 29, 1999. Mr. Fajgenbaum
is a Managing Director at The Invus Group, Ltd., which he joined in 1996. Prior
to joining The Invus Group, Ltd., Mr. Fajgenbaum was a consultant for
McKinsey & Company in New York from 1994 to 1996. He graduated with a B.S. from
the Wharton School of Business and a B.A. in Economics from the University of
Pennsylvania in 1994.

    SACHA LAINOVIC.  Mr. Lainovic has been a director of our company since our
acquisition by Artal Luxembourg on September 29, 1999. Mr. Lainovic is a
co-founder and Executive Vice President of The Invus Group, Ltd. Prior to
forming The Invus Group, Ltd. in 1985, Mr. Lainovic was a manager and consultant
for the Boston Consulting Group in Paris, France. He holds an M.B.A. from
Stanford Graduate School of Business and an M.S. in engineering from Insa de
Lyon in Lyon, France. Mr. Lainovic is a director of WeightWatchers.com, Inc.,
Financial Technologies International Inc.,

                                       43
<Page>
Nellson Nutraceutical, Inc. and Unwired Australia Pty Limited, and also served
as a director of Keebler Foods Company from 1996 to 1999.

    SAM K. REED.  Mr. Reed has been a director of our company since February
2002. Mr. Reed has 27 years of experience in the food industry. He was formerly
Vice Chairman and a director of Kellogg Company, the world's leading producer of
cereal and a leading producer of convenience foods. From 1996 to 2001, Mr. Reed
was Chief Executive Officer, President and a director of Keebler Foods Company.
Previously, he was Chief Executive Officer, of Specialty Foods Corporation's
Western Bakery Group division. He is a director of the Tractor Supply Company.
Mr. Reed received a B.A. from Rice University and an M.B.A. from Stanford
University.

    CHRISTOPHER J. SOBECKI.  Mr. Sobecki has been a director of our company
since our acquisition by Artal Luxembourg on September 29, 1999. Mr. Sobecki, a
Managing Director of The Invus Group, Ltd., joined the firm in 1989. He received
an M.B.A. from Harvard Business School. He also obtained a B.S. in Industrial
Engineering from Purdue University. Mr. Sobecki is a director of
WeightWatchers.com, Inc., Nellson Nutraceutical, Inc., Financial Technologies
International Inc. and iLife, Inc. He also served as a director of Keebler Foods
Company from 1996 to 1998.

                                       44
<Page>
                       PRINCIPAL AND SELLING SHAREHOLDERS

    The following table sets forth information regarding the beneficial
ownership of our common stock by (1) all persons known by us to own beneficially
more than 5% of our common stock, (2) our chief executive officer and each of
the named executive officers, (3) each director, (4) all directors and executive
officers as a group and (5) each selling shareholder.

    Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of the date of this prospectus are
deemed issued and outstanding. These shares, however, are not deemed outstanding
for purposes of computing percentage ownership of each other shareholder.

    Our capital stock consists of our common stock and our preferred stock. As
of May 15, 2002, there were 105,840,918 shares of our common stock outstanding.

<Table>
<Caption>
                                                                                      IMMEDIATELY AFTER
                                          AS OF MAY 15, 2002       SHARES TO            THIS OFFERING
                                      --------------------------   BE SOLD IN   ------------------------------
NAME OF BENEFICIAL OWNER                SHARES          PERCENT     OFFERING      SHARES            PERCENT
- ------------------------              -----------       --------   ----------   ----------       -------------
<S>                                   <C>               <C>        <C>          <C>              <C>
Artal Luxembourg S.A.(1)............   80,517,663         76.1%    16,487,372   64,030,291                60.5%
Linda Huett(2)(3)...................      301,244         *            --          301,244             *
Richard McSorley(2)(3)..............      129,984         *            --          129,984             *
Clive Brothers(2)(3)................      210,564         *            --          210,564             *
Scott R. Penn(2)(4).................      310,671         *            --          310,671             *
Ann M. Sardini(2)...................      --              --           --           --                --
Robert W. Hollweg(2)(3).............      244,090         *            --          244,090             *
Raymond Debbane(2)(5)...............      --              --           --           --                --
Marsha Johnson Evans(2).............      --              --           --           --                --
Jonas M. Fajgenbaum(2)..............      --              --           --           --                --
Sacha Lainovic(2)...................      --              --           --           --                --
Sam K. Reed(2)......................       10,000         *            --           10,000             *
Christopher J. Sobecki(2)...........      --              --           --           --                --
All directors and executive officers
  as a group (12 people)(3).........    1,206,553         *            --        1,206,553             *
Richard and Heather Penn(6).........      305,849         *            62,628      243,221             *
Merchant Capital, Inc.(7)...........      764,534         *           350,000      414,534             *
Scotiabanc, Inc.(8).................      764,534         *           350,000      414,534             *
Longisland International
  Limited(9)........................      535,175         *           250,000      285,175             *
</Table>

- ------------------------------

*   Less than 1.0%

(1) Artal Luxembourg may be contacted at 105, Grand-Rue, L-1661 Luxembourg,
    Luxembourg. The parent entity of Artal Luxembourg S.A. is Artal Group S.A.
    The address of Artal Group is the same as the address of Artal Luxembourg.

(2) Our executive officers and directors may be contacted c/o Weight Watchers
    International, Inc., 175 Crossways Park West, Woodbury, New York, 11797.

(3) Includes shares subject to purchase upon exercise of options exercisable
    within 60 days after May 15, 2002, as follows: Ms. Huett 207,036 shares;
    Mr. Brothers 116,456 shares; Mr. Hollweg 136,456 shares; and Mr. McSorley
    53,526 shares.

(4) With respect to Scott Penn, includes 85,054 shares of our common stock held
    by Mr. Scott Penn's spouse.

(5) Mr. Debbane is also a director of Artal Group. Artal Group is the parent
    entity of Artal Luxembourg. Mr. Debbane disclaims beneficial ownership of
    all shares owned by Artal Luxembourg.

(6) From September 1999 to September 2001, Mr. Penn was a director of our
    company. Richard and Heather Penn may be contacted c/o Logo Incorporated
    Pty. Ltd., 502/1 Kirribilli Avenue, Kirribilli, N.S.W. 2061, Australia.

(7) Merchant Capital, Inc. may be contacted c/o Credit Suisse First Boston
    Corporation, Eleven Madison Avenue, New York, New York 10010-3629.

(8) Scotiabanc, Inc. may be contacted at 600 Peachtree Street, NE, Atlanta,
    Georgia 30308.

(9) Longisland International Limited may be contacted c/o Altus Management, Le
    Regina, 13 Boulevard des Moulins, MC 98000 Monaco.

    In addition, the selling shareholders have granted the underwriters the
right to purchase up to an additional 2,625,000 shares of common stock to cover
over-allotments. If the underwriters exercise this over-allotment option in
full, Artal Luxembourg will beneficially own 58.2% of our common stock after
this offering.

                                       45
<Page>
                          DESCRIPTION OF INDEBTEDNESS

    The following are summaries of the material terms and conditions of our
principal indebtedness.

SENIOR CREDIT FACILITIES

    Our senior credit facilities are provided by a syndicate of banks and other
financial institutions led by The Bank of Nova Scotia, as administrative agent,
letter of credit issuer, co-lead arranger and co-book manager, and Credit Suisse
First Boston, New York branch, as syndication agent, co-lead arranger and
co-book manager. We and one of our subsidiaries are the borrowers under the
senior credit facilities.

    Our senior credit facilities provide senior secured financing of up to
$277.0 million, with outstanding borrowings, as of March 30, 2002, of
$248.5 million, consisting of borrowings of $60.0 million under our term loan A
facility, borrowings of $108.0 million under our term loan B facility,
borrowings of $64.0 million under our transferable loan certificate facility and
borrowings of $16.5 million under our revolving credit facility. As of
March 30, 2002, $28.5 million was available under the revolving credit facility
for additional borrowings. The term loan A facility matures on September 30,
2005, the term loan B facility matures on December 31, 2007, the transferable
loan certificate facility matures on December 31, 2007 and the revolving credit
facility matures on September 30, 2005.

    In addition to paying interest on outstanding principal under the senior
credit facilities, we pay a commitment fee to the lenders under the revolving
credit facility in respect of unused commitments at a rate equal to 0.50% per
year.

    The credit facilities are subject to mandatory prepayment with, in general
100% of the proceeds of asset sales.

    We may voluntarily repay outstanding loans under the senior credit
facilities without penalty.

    The obligations under the senior credit facilities and the related documents
are secured by a first priority lien upon substantially all of our domestic
subsidiaries' real and personal property, and a pledge of substantially all of
our domestic subsidiaries' common stock, as well as the common stock of certain
of our significant foreign subsidiaries. Our obligations under the senior credit
facilities are guaranteed by substantially all of our domestic subsidiaries, as
well as certain of our significant foreign subsidiaries to the extent guarantees
would not result in material increases in our taxes or liabilities.

    The senior credit facilities contain a number of covenants that, among other
things, restrict our ability to:

    - dispose of assets,

    - incur additional indebtedness and issue preferred stock,

    - incur guarantee obligations,

    - repay other indebtedness,

    - make specified restricted payments and dividends,

    - create liens on assets,

    - make investments, loans or advances,

    - make specified acquisitions,

    - engage in mergers or consolidations,

    - make capital expenditures, or

    - enter into sale and leaseback transactions.

                                       46
<Page>
    In addition, under the senior credit facilities, we are required to comply
with specified financial ratios and tests, including minimum fixed charge
coverage and interest coverage ratios and maximum leverage ratios. The senior
credit facilities also contain customary events of default.

SENIOR SUBORDINATED NOTES

    On September 29, 1999, we sold $150,000,000 aggregate principal amount of
13% senior subordinated notes due 2009 and E100,000,000 aggregate principal
amount of 13% senior subordinated notes due 2009 to initial purchasers, Credit
Suisse First Boston Corporation and Scotia Capital Markets (USA) Inc. Interest
on the notes is due on April 1 and October 1 of each year, and the maturity date
of the notes is October 1, 2009.

    Each of our subsidiaries that is a guarantor under our senior credit
facilities jointly and severally guarantees the notes on a full and
unconditional basis.

    The notes are unsecured and subordinated in right of payment to all of our
existing and future senior indebtedness, including all of our borrowings under
our senior credit facilities. The note guarantees are unsecured and subordinated
in right of payment to all existing and future senior indebtedness of our
subsidiary guarantors, including all guarantees of our subsidiary guarantors
under our senior credit facilities.

    We cannot redeem the notes until October 1, 2004, except as described below.
After October 1, 2004, we can redeem some or all of the notes at specified
redemption prices, plus accrued interest to the redemption date. In addition, at
any time and from time to time before October 1, 2002, we can redeem up to 35%
of the original principal amount of each series of notes with money that we
raise in equity offerings, as long as we pay holders a redemption price of 113%
of the principal amount of the notes we redeem, plus accrued interest and at
least 65% of the original principal amount of each series of notes issued
remains outstanding after each redemption.

    If there is a change of control (as defined in the indentures), we must give
holders of the notes the opportunity to sell us their notes at a purchase price
of 101% of their principal amount, plus accrued interest, unless (a) we have
previously provided to the trustee under the indentures governing the notes an
irrevocable notice of redemption to redeem all outstanding notes at a time when
redemption is permitted under the indentures or (b) we have exercised our
option, upon a change of control, to call the notes at a redemption price equal
to 100% of the principal amount thereof, plus a premium, plus accrued interest.

    The indentures governing the notes contain covenants that limit our ability
and that of our subsidiary guarantors, subject to important exceptions and
qualifications, to, among other things:

    - incur additional indebtedness and issue preferred stock,

    - pay dividends or distributions on, or redeem or repurchase, our capital
      stock,

    - make investments,

    - transfer or sell assets, and

    - consolidate, merge or transfer all or substantially all of our assets and
      the assets of our subsidiaries.

                                       47
<Page>
                          DESCRIPTION OF CAPITAL STOCK

    Our authorized capital stock consists of (1) 1.0 billion shares of common
stock, no par value, of which 105,840,918 shares were issued and outstanding as
of May 15, 2002, and (2) 250,000,000 shares of preferred stock, no par value, of
which no shares are issued and outstanding. The following description of our
capital stock and related matters is qualified in its entirety by reference to
our articles of incorporation and bylaws, copies of which are filed as exhibits
to the registration statement of which this prospectus forms a part.

COMMON STOCK

    VOTING RIGHTS.  The holders of our common stock are entitled to one vote per
share on all matters submitted for action by the shareholders. There is no
provision for cumulative voting with respect to the election of directors.
Accordingly, a holder of more than 50% of the shares of our common stock can, if
it so chooses, elect all of our directors. In that event, the holders of the
remaining shares will not be able to elect any directors.

    DIVIDEND RIGHTS.  All shares of our common stock are entitled to share
equally in any dividends our board of directors may declare from legally
available sources. Our senior credit facilities and indentures impose
restrictions on our ability to declare dividends with respect to our common
stock.

    LIQUIDATION RIGHTS.  Upon liquidation or dissolution of our company, whether
voluntary or involuntary, all shares of our common stock are entitled to share
equally in the assets available for distribution to shareholders after payment
of all of our prior obligations, including our preferred stock.

    OTHER MATTERS.  The holders of our common stock have no preemptive or
conversion rights and our common stock is not subject to further calls or
assessments by us. There are no redemption or sinking fund provisions applicable
to the common stock. All outstanding shares of our common stock, including the
common stock offered in this offering, are fully paid and non-assessable.

PREFERRED STOCK

    Our board of directors has the authority, without any further vote or action
by the shareholders, to designate and issue preferred stock in one or more
series and to designate the rights, preferences and privileges of each series,
which may be greater than the rights of the common stock. It is not possible to
state the actual effect of the issuance of any series of preferred stock upon
the rights of holders of the common stock until the board of directors
determines the specific rights of the holders of that series. However, the
effects might include, among other things:

    - restricting dividends on the common stock;

    - diluting the voting power of the common stock;

    - impairing the liquidation rights of the common stock; or

    - delaying or preventing a change in control without further action by the
      shareholders.

OPTIONS

    As of May 15, 2002, there were outstanding 5,277,464 shares of our common
stock issuable upon exercise of outstanding stock options and 1,346,800 shares
of our common stock reserved for future issuance under our existing stock option
plan.

AUTHORIZED BUT UNISSUED CAPITAL STOCK

    The listing requirements of the New York Stock Exchange, which will apply so
long as our common stock remains listed on the New York Stock Exchange, require
shareholder approval of certain issuances equal to or exceeding 20% of
then-outstanding voting power or then-outstanding number of

                                       48
<Page>
shares of common stock. These additional shares may be used for a variety of
corporate purposes, including future public offerings, to raise additional
capital or to facilitate acquisitions.

    One of the effects of the existence of unissued and unreserved common stock
or preferred stock may be to enable our board of directors to issue shares to
persons friendly to current management, which issuance could render more
difficult or discourage an attempt to obtain control of our company by means of
a merger, tender offer, proxy contest or otherwise, and thereby protect the
continuity of our management and possibly deprive the shareholders of
opportunities to sell their shares of common stock at prices higher than
prevailing market prices.

CERTAIN PROVISIONS OF VIRGINIA LAW AND OUR CHARTER AND BYLAWS

    Some provisions of Virginia law and our articles of incorporation and bylaws
could make the following more difficult:

    - acquisition of us by means of a tender offer;

    - acquisition of us by means of a proxy contest or otherwise; or

    - removal of our incumbent officers and directors.

    These provisions, summarized below, are intended to discourage coercive
takeover practices and inadequate takeover bids. These provisions are also
designed to encourage persons seeking to acquire control of us to first
negotiate with our board. We believe that the benefits of increased protection
give us the potential ability to negotiate with the proponent of an unfriendly
or unsolicited proposal to acquire or restructure us and outweigh the
disadvantages of discouraging these proposals because negotiation of these
proposals could result in an improvement of their terms.

ELECTION AND REMOVAL OF DIRECTORS

    Our board of directors is divided into three classes. The directors in each
class will serve for a three-year term, one class being elected each year by our
shareholders. This system of electing and removing directors may discourage a
third party from making a tender offer or otherwise attempting to obtain control
of us because it generally makes it more difficult for shareholders to replace a
majority of our directors.

    Our articles of incorporation and bylaws do not provide for cumulative
voting in the election of directors.

    At any time that Artal Luxembourg or certain of its transferees beneficially
owns a majority of our then outstanding common stock, directors may be removed
with or without cause. At all other times, directors may be removed only with
cause.

BOARD MEETINGS

    Our bylaws provide that the chairman of the board or any two of our
directors may call special meetings of the board of directors.

SHAREHOLDER MEETINGS

    Our articles of incorporation provide that special meetings of shareholders
may be called by the chairman of our board of directors or our president or by a
resolution adopted by our board of directors. In addition, our articles of
incorporation provide that Artal Luxembourg and certain of its transferees have
the right to call special meetings of shareholders prior to the date it ceases
to beneficially own 20% of our then outstanding common stock.

                                       49
<Page>
REQUIREMENTS FOR ADVANCE NOTIFICATION OF SHAREHOLDER NOMINATIONS AND PROPOSALS

    Our bylaws establish advance notice procedures with respect to shareholder
proposals and the nomination of candidates for election as directors, other than
nominations made by or at the direction of our board of directors or a committee
of the board of directors or by Artal Luxembourg and certain of its transferees
when nominating its director designees. In addition, our bylaws provide that so
long as Artal Luxembourg or certain of its transferees beneficially owns a
majority of our then outstanding common stock, the foregoing advance notice
procedures for shareholder proposals will not apply to it.

SHAREHOLDER ACTION BY WRITTEN CONSENT

    Virginia law generally requires shareholder action to be taken only at a
meeting of shareholders and permits shareholders to act only by written consent
with the unanimous written consent of all shareholders.

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAW PROVISIONS

    Amendment of the provisions described above in our articles of incorporation
generally will require an affirmative vote of our directors, as well as the
affirmative vote of at least 80% of our then outstanding voting stock, except
that at any time that Artal Luxembourg or certain of its transferees
beneficially owns a majority of our then outstanding common stock, the
anti-takeover provisions of our articles of incorporation may be amended by the
affirmative vote of a majority of our then outstanding voting stock. Amendments
to any other provisions of our articles of incorporation generally require the
affirmative vote of a majority of our then outstanding voting stock. Our bylaws
may be amended by the affirmative vote of our directors or by the affirmative
vote of at least 80% of our then outstanding voting stock.

RIGHTS AGREEMENT

    We adopted a rights agreement on November 15, 2001. Under the rights
agreement one right was issued and attached to each share of our common stock
including all shares that were outstanding. Each right entitles the holder, in
the circumstances described below, to purchase from us a unit consisting of one
one-hundredth of a share of Series B junior participating preferred stock, no
par value per share, at an exercise price of $102.00 per right, subject to
adjustment in certain events.

    The rights are attached to all certificates representing outstanding shares
of common stock and are transferred with and only with these certificates. The
rights are exercisable and separately certificated only upon the distribution
date, which will occur upon the earlier of the following:

    - ten days following a public announcement that a person or group other than
      certain exempt persons has acquired or obtained the right to acquire
      beneficial ownership of 10% or more of the shares of common stock then
      outstanding; and

    - ten business days, or later, if determined by our board, prior to any
      person acquiring 10% or more of the shares of common stock then
      outstanding, following the commencement or announcement of an intention to
      commence a tender offer or exchange offer that would result in a person or
      group acquiring 10% or more of the shares of common stock then
      outstanding.

    As soon as practicable after the distribution date, certificates will be
mailed to holders of record of common stock as of the close of business on the
distribution date. From and after the distribution date, the separate
certificates alone will represent the rights. Prior to the distribution date,
all shares of common stock issued will be issued with rights. Shares of common
stock issued after the distribution

                                       50
<Page>
date will not be issued with rights, except that rights may be issued with
shares of common stock issued pursuant to any of:

    - the exercise of stock options that were granted or awarded prior to the
      distribution date;

    - employee plans or arrangements we adopted prior to the distribution date;

    - the exercise, conversion or exchange of securities issued prior to the
      distribution date; or

    - our contractual obligations.

    The final expiration date of the rights will be the close of business on
November 19, 2011, unless earlier redeemed or exchanged by us as described
below.

    In the event that a person acquires 10% or more of the shares of common
stock then outstanding, except pursuant to a tender offer or exchange offer for
all the outstanding shares of our common stock approved by our board before the
person acquires 10% or more of the shares of common stock then outstanding, each
holder of a right other than that person and certain related parties, whose
rights will automatically become null and void, will thereafter be entitled to
receive, upon exercise of the right, a number of shares of common stock, or, in
certain circumstances, cash, property or other securities of our company, having
a current market price averaged over the previous 30 consecutive trading days
equal to two times the exercise price of the right.

    If, at any time on or after a person acquires 10% or more of the shares of
common stock then outstanding, our company effects a merger or other business
combination in which it is not the surviving entity, or any shares of our common
stock are changed into or exchanged for other securities, or 50% or more of its
assets, cash flow or earning power is sold or transferred, then each holder of a
right, except rights owned by any person who has acquired 10% or more of the
shares of common stock then outstanding or certain related parties, which will
have become void as set forth above, will thereafter have the right to receive,
upon exercise, a number of shares of common stock of the acquiring company
having a fair market value equal to two times the exercise price of the right.

    The exercise price payable, and the number of shares of Series B junior
participating preferred stock, shares of common stock or other securities or
property issuable, upon exercise of the rights are subject to adjustment from
time to time to prevent dilution in the event of a stock dividend on the
Series B junior participating preferred stock payable in shares of Series B
junior participating preferred stock, a subdivision or combination of the
Series B junior participating preferred stock, a grant or distribution to
holders of the Series B junior participating preferred stock of certain
subscription rights, warrants, evidence of indebtedness, cash or other assets,
or other similar events. In addition, the number of rights associated with each
share of our common stock is subject to adjustment in the event of a declaration
of a dividend on our common stock payable in common stock or a subdivision or
combination of our common stock.

    No fractional rights or shares of Series B junior participating preferred
stock will be issued. In lieu thereof, an adjustment in cash will be made based
on the market price of the common stock, right or Series B junior participating
preferred stock on the last trading date prior to the date of exercise. Pursuant
to the rights agreement, we reserve the right to require that, prior to the
occurrence of one of the events that triggers the ability to exercise the
rights, upon any exercise of rights, a number of rights be exercised so that
only whole shares of Series B junior participating preferred stock will be
issued.

    We will also have the option, at any time after a person acquires 10% and
before a person acquires a majority of the shares of our common stock then
outstanding to exchange some or all of the rights, other than rights owned by
the acquiring person or certain related parties, which will have become void, at
an exchange ratio of one share of common stock and/or other equity securities
deemed to have the same value as one share of common stock, per right, subject
to adjustment.

                                       51
<Page>
    At any time prior to the time the rights become exercisable, our company, by
vote of a majority of our board, may redeem the rights in whole, but not in
part, at a price of $0.01 per right, payable, at our option, in cash, shares of
common stock or other consideration as our board may determine. Upon redemption,
the rights will terminate and holders of rights will receive only the redemption
price.

    For as long as the rights are redeemable, our company may amend the rights
agreement in any manner, including extending the time period in which the rights
may be redeemed. After the time the rights cease to be redeemable, we may amend
the rights in any manner that does not materially adversely affect the interests
of holders of the rights as such. Until a right is exercised, the holder, as
such, will have no rights as a shareholder of our company, including the right
to vote or to receive dividends.

    Our articles of incorporation provide that each share of Series B junior
participating preferred stock, that may be issued upon exercise of the rights
will be entitled to receive, when, as and if declared, cash and non-cash
dividends equal to the greater of:

    - a dividend multiple of 100 times the aggregate per share amount of all
      cash and non-cash dividends declared or paid on the common stock, subject
      to adjustments for stock splits or dividends payable in common stock or
      reclassifications of common stock; or

    - preferential quarterly cash dividends of $0.01 per share.

    Holders of Series B junior participating preferred stock will have a vote
multiple of 100 votes per share, subject to adjustments for dividends payable in
common stock or subdivisions or combinations of common stock and, except as
otherwise provided by the articles of incorporation, or applicable law, will
vote together with holders of common stock as a single class. In the event that
the preferential quarterly cash dividends are in arrears for six or more
quarterly dividend payment periods, holders of Series B junior participating
preferred stock will have the right to elect two additional members of our
board.

    In the event of the liquidation, dissolution or winding up of our company,
after provision for liabilities and any preferential amounts payable with
respect to any preferred stock ranking senior to the Series B junior
participating preferred stock, the holders of any Series B junior participating
preferred stock will be entitled to receive liquidation payments per share in an
amount equal to the following:

    - $1.00 plus an amount equal to accrued and unpaid dividends and
      distributions thereon to the date of payment; and

    - a proportionate share, on equal terms with the holders of common stock, of
      the assets remaining after payment described above and a nominal payment
      to the holders of common stock.

    The rights of the Series B junior participating preferred stock as to
dividends, voting and liquidation are protected by antidilution provisions.

    In the event of a consolidation, merger or other transaction in which the
shares of capital stock are exchanged, holders of shares of Series B junior
participating preferred stock will be entitled to receive an amount per share,
equal to 100 times the amount of stock, securities, cash or other property for
which each share of common stock is exchanged. The shares of Series B junior
participating preferred stock are not redeemable at the option of our company or
any holder thereof.

    The rights have certain anti-takeover effects. The rights cause substantial
dilution to any person or group that attempts to acquire our company without the
approval of our board. As a result, the overall effect of the rights may be to
render more difficult or discourage any attempt to acquire our company, even if
that acquisition may be in the best interests of our shareholders. Because our
board can redeem

                                       52
<Page>
the rights or approve a permitted offer, the rights do not interfere with a
merger or other business combination approved by our board.

    The rights agreement excludes Artal Luxembourg, as well as transferees of at
least 10% of our then outstanding common stock from Artal Luxembourg, from being
considered an acquiring person.

LIABILITY OF OFFICERS AND DIRECTORS

    Our articles of incorporation require us to indemnify any director, officer
or employee who was or is a party to any claim, action or proceeding by reason
of his being or having been a director, officer or employee of our company or
any other corporation, entity or plan while serving at our request, unless he or
she engaged in willful misconduct or a knowing violation of criminal law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, indemnification for liabilities under the Securities Act is against public
policy and is unenforceable.

ANTI-TAKEOVER STATUTES

    We have opted out of the Virginia anti-takeover law regulating "control
share acquisitions." Under Virginia law, shares acquired in a control share
acquisition have no voting rights unless granted by a majority vote of all
outstanding shares other than those held by the acquiring person or any officer
or employee director of the corporation, or the articles of incorporation or
bylaws of the corporation provide that this regulation does not apply to
acquisitions of its shares. An acquiring person that owns five percent or more
of the corporation's voting stock may require that a special meeting of the
shareholders be held, within 50 days of the acquiring person's request, to
consider the grant of voting rights to the shares acquired in the control share
acquisition. If voting rights are not granted and the corporation's articles of
incorporation or bylaws permit, the acquiring person's shares may be repurchased
by the corporation, at its option, at a price per share equal to the acquiring
person's cost. Virginia law grants dissenters' rights to any shareholder who
objects to a control share acquisition that is approved by a vote of
disinterested shareholders and that gives the acquiring person control of a
majority of the corporation's voting shares. This regulation was designed to
deter certain takeovers of Virginia public corporations.

    We have opted out, effective May 8, 2003, of the Virginia anti-takeover law
regulating "affiliated transactions." Under this law, material acquisition
transactions between a Virginia corporation and any holder of more than 10% of
any class of its outstanding voting shares are required to be approved by the
holders of at least two-thirds of the remaining voting shares. Affiliated
transactions subject to this approval requirement include mergers, share
exchanges, material dispositions of corporate assets not in the ordinary course
of business, any dissolution of the corporation proposed by or on behalf of a
10% holder or any reclassification, including reverse stock splits,
recapitalization or merger of the corporation with its subsidiaries, that
increases the percentage of voting shares owned beneficially by a 10% holder by
more than five percent.

REGISTRAR AND TRANSFER AGENT

    The registrar and transfer agent for the common stock is EquiServe Trust
Company, N.A.

LISTING

    Our common stock is listed on the New York Stock Exchange under the symbol
"WTW".

                                       53
<Page>
                        SHARES ELIGIBLE FOR FUTURE SALE

    We cannot predict what effect, if any, market sales of shares of common
stock or the availability of shares of common stock for sale will have on the
market price of our common stock. Nevertheless, sales of substantial amounts of
common stock, including shares issued upon the exercise of outstanding options,
in the public market, or the perception that these sales could occur, could
materially and adversely affect the market price of our common stock and could
impair our future ability to raise capital through the sale of our equity or
equity-related securities at a time and price that we deem appropriate.

    As of May 15, 2002, we had outstanding an aggregate of 105,840,918 shares of
common stock, and this offering will not affect the number of our outstanding
shares. All the shares sold in this offering will be freely tradable without
restriction or further registration under the Securities Act, except that any
shares held by our "affiliates," as that term is defined under Rule 144 of the
Securities Act, may be sold only in compliance with the limitations described
below.

    Subject to the lock-up agreements described below and the employee
shareholders agreements, additional shares of our common stock will be available
for sale in the public market under exemptions from registration requirements as
follows:

<Table>
<Caption>
NUMBER OF SHARES        DATE
<C>                     <S>
     66,594,308         After 90 days from the date of this prospectus
</Table>

    Artal Luxembourg, which will own 60.5% of our shares (or 58.2% if the
underwriters exercise their over-allotment option in full) upon the closing of
this offering, has the ability to cause us to register the resale of its shares.

RULE 144

    In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated), including an affiliate, who has
beneficially owned shares of our common stock for at least one year is entitled
to sell in any three-month period a number of shares that does not exceed the
greater of:

       - 1% of then-outstanding shares of common stock, or 1,058,409 shares; and

       - the average weekly trading volume in the common stock on the New York
         Stock Exchange during the four calendar weeks preceding the date on
         which notice of sale is filed, subject to restrictions.

    Sales under Rule 144 are also subject to manner of sale provisions and
notice requirements and to the availability of current public information about
us.

RULE 144(K)

    In addition, a person who is not deemed to have been an affiliate of ours at
any time during the 90 days preceding a sale and who has beneficially owned the
shares proposed to be sold for at least two years, would be entitled to sell
those shares under Rule 144(k) without regard to the manner of sale, public
information, volume limitation or notice requirements of Rule 144. To the extent
that our affiliates sell their shares, other than pursuant to Rule 144 or a
registration statement, the purchaser's holding period for the purpose of
effecting a sale under Rule 144 commences on the date of transfer from the
affiliate.

                                       54
<Page>
LOCK-UP AGREEMENTS

    We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the SEC a
registration statement under the Securities Act relating to, any shares of our
common stock or securities convertible into or exchangeable or exercisable for
any shares of our common stock, or publicly disclose the intention to make any
offer, sale, pledge, disposition or filing, without the prior written consent of
Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated for a period of 90 days after the date of this prospectus, except
we may issue, and grant options to purchase, shares of common stock under our
existing employee benefit plans referred to in this prospectus or the documents
incorporated by reference in this prospectus. In addition, we may issue shares
of common stock in connection with any acquisition of another company if the
terms of the issuance provide that the common stock may not be resold prior to
the expiration of the 90-day period described above.

    Our executive officers and directors and the selling shareholders have
agreed, subject to limited exceptions, that they will not offer, sell, contract
to sell, pledge or otherwise dispose of, directly or indirectly, any shares of
our common stock or securities convertible into or exchangeable or exercisable
for any shares of our common stock, enter into a transaction that would have the
same effect, or enter into any swap, hedge or other arrangement that transfers,
in whole or in part, any of the economic consequences of ownership of our common
stock, whether any of these transactions are to be settled by delivery of our
common stock or other securities, in cash or otherwise, or publicly disclose the
intention to make any offer, sale, pledge or disposition, or to enter into any
transaction, swap, hedge or other arrangement, without, in each case, the prior
written consent of Credit Suisse First Boston Corporation and Merrill Lynch,
Pierce, Fenner & Smith Incorporated for a period of 90 days after the date of
this prospectus.

                                       55
<Page>
                  CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

    The following summary describes the material U.S. federal income tax
consequences as of the date hereof of the purchase, ownership and disposition of
our common stock by a Non-U.S. Holder (as defined below) who holds our common
stock as a capital asset. This discussion does not purport to be a comprehensive
description of all aspects of U.S. federal income taxes and does not address
foreign, state and local consequences that may be relevant to Non-U.S. Holders
in light of their personal circumstances. Special rules may apply to certain
Non-U.S. Holders, such as "controlled foreign corporations," "passive foreign
investment companies," "foreign personal holding companies," corporations that
accumulate earnings to avoid U.S. federal income tax, and U.S. expatriates that
are subject to special treatment under U.S. federal income tax laws. Non-U.S.
Holders should consult their own tax advisors to determine the U.S. federal,
state, local and other tax consequences that may be relevant to them. This
summary also only addresses purchasers of the common stock pursuant to this
offering who hold their shares as capital assets.

    If a partnership holds our common stock, the tax treatment of a partner will
generally depend upon the status of the partner and the activities of the
partnership. If you are a partner of a partnership holding our common stock, you
should consult your tax advisors.

    This discussion below is based upon the provisions of the Internal Revenue
Code of 1986, as amended, which we refer to as the Code, and U.S. Treasury
regulations, rulings and judicial decisions as of the date of this offering.
Those authorities may be changed, perhaps retroactively, so as to result in U.S.
federal income tax consequences different from those discussed below. Except
where noted, this discussion does not address any aspect of U.S. federal gift or
estate tax, or state, local or foreign tax laws. YOU SHOULD CONSULT YOUR OWN TAX
ADVISOR CONCERNING THE PARTICULAR U.S. INCOME TAX CONSEQUENCES TO YOU OF THE
OWNERSHIP OF THE COMMON STOCK, AS WELL AS THE CONSEQUENCES TO YOU ARISING UNDER
THE LAWS OF ANY OTHER TAXING JURISDICTION.

NON-U.S. HOLDERS

    As used in this offering circular, the term Non-U.S. Holder means a
beneficial owner of common stock that, for U.S. federal income tax purposes, is
not:

    - a U.S. citizen or resident;

    - a corporation, or entity taxable as a corporation, created or organized in
      or under the laws of the United States or any political subdivision
      thereof;

    - an estate the income of which is subject to U.S. federal income taxation
      regardless of its source; or

    - a trust if (1) it is subject to the primary supervision of a court within
      the United States and one or more U.S. persons has the authority to
      control all substantial decisions of the trust or (2) it has a valid
      election in effect under applicable U.S. Treasury regulations to be
      treated as a U.S. person.

TAXATION OF THE COMMON STOCK

    DIVIDENDS.  Distributions on our common stock will constitute dividends for
U.S. federal income tax purposes to the extent of our current or accumulated
earnings and profits as determined under U.S. federal income tax principles. In
general, distributions paid to you will be subject to withholding of U.S.
federal income tax at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty. If you wish to claim the benefit of an applicable
treaty rate (and avoid backup withholding as discussed below under "Information
Reporting and Backup Withholding"), you will be required to satisfy applicable
certification and other requirements. However, dividends that are effectively

                                       56
<Page>
connected with your conduct of a trade or business within the United States or,
where a tax treaty applies, are attributable to a U.S. permanent establishment,
are not subject to the withholding tax, but instead are subject to U.S. federal
income tax on a net income basis at applicable graduated individual or corporate
rates. Certain certification and disclosure requirements must be complied with
in order for effectively connected income to be exempt from withholding. If you
are a foreign corporation, any such effectively connected dividends may be
subject to an additional "branch profits tax" at a 30% rate or such lower rate
as may be specified by an applicable income tax treaty.

    If you are eligible for a reduced rate of U.S. withholding tax pursuant to
an income tax treaty, you may obtain a refund of any excess amounts withheld by
filing an appropriate claim for refund with the Internal Revenue Service.

    GAIN ON DISPOSITION OF COMMON STOCK.  You generally will not be subject to
U.S. federal income tax with respect to gain recognized on a sale or other
disposition of common stock unless (i) the gain is effectively connected with
your trade or business in the United States, and, where a tax treaty applies, is
attributable to a U.S. permanent establishment, (ii) you are an individual and
you are present in the United States for 183 or more days in the taxable year of
the sale or other disposition and certain other conditions are met, or
(iii) you hold (or held at any time within the shorter of the five-year period
preceding the sale or other disposition or the period you held our common stock)
more than 5% of our common stock and we are or have been at any such time a U.S.
real property holding corporation for U.S. federal income tax purposes.

    If you are described in clause (i) above, you will be subject to tax on the
net gain derived from the sale under regular graduated U.S. federal income tax
rates. If you are described in clause (ii) above, you will be subject to a flat
30% tax on the gain derived from the sale, which may be offset by U.S. source
capital losses (even if you are not considered a resident of the United States).
If you are a foreign corporation that falls under clause (i) above, you will be
subject to tax on your gain under regular graduated U.S. federal income tax
rates and, in addition, may be subject to the branch profits tax equal to 30% of
your effectively connected earnings and profits or at such lower rate as may be
specified by an applicable income tax treaty.

    We believe we are not, and do not anticipate becoming, a U.S. real property
holding corporation for U.S. federal income tax purposes.

U.S. FEDERAL ESTATE TAX

    Common stock held by you at the time of death will be included in your gross
estate for U.S. federal estate tax purposes, unless an applicable estate tax
treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

    We must report annually to the Internal Revenue Service and to you the
amount of dividends paid to you and the tax withheld with respect to such
dividends, regardless of whether withholding was required. Copies of the
information returns reporting such dividends and withholding may also be made
available to the tax authorities in the country in which you reside under the
provisions of an applicable income tax treaty.

    You will be subject to backup withholding on dividends paid to you unless
applicable certification requirements are met.

    Payment of the proceeds of a sale of the common stock within the United
States or conducted through certain U.S. related financial intermediaries is
subject to both backup withholding and information reporting unless the
beneficial owner certifies under penalties of perjury that you are a Non-U.S.
Holder (and the payor does not have actual knowledge that you are a U.S. person)
or you otherwise establish an exemption.

    Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against your U.S. federal income tax liability provided the
required information is furnished to the Internal Revenue Service.

                                       57
<Page>
                                  UNDERWRITING

    Under the terms and subject to the conditions contained in an underwriting
agreement dated     , 2002, the selling shareholders have agreed to sell to the
underwriters named below, for whom Credit Suisse First Boston Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as
representatives, the following respective numbers of shares of common stock:

<Table>
<Caption>
                                                              NUMBER OF
UNDERWRITER                                                     SHARES
- -----------                                                   ----------
<S>                                                           <C>
Credit Suisse First Boston Corporation......................
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated......................................
UBS Warburg LLC.............................................
Goldman, Sachs & Co.........................................
J.P. Morgan Securities Inc..................................
Morgan Stanley & Co. Incorporated...........................
Salomon Smith Barney Inc....................................
                                                              ----------
      Total.................................................  17,500,000
                                                              ==========
</Table>

    The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in the offering if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that, if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may be increased or the
offering may be terminated.

    The selling shareholders have granted to the underwriters a 30-day option to
purchase on a pro rata basis up to an aggregate of 2,625,000 additional shares
at the initial public offering price less the underwriting discounts and
commissions. The option may be exercised only to cover any over-allotments of
common stock.

    The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a selling concession of $     per share. The
underwriters and selling group members may allow a discount of $    per share on
sales to other broker/dealers. After the initial public offering the
representatives may change the public offering price and concession and discount
to broker/dealers.

    The following table summarizes the compensation the selling shareholders
will pay and the estimated expenses we will pay:

<Table>
<Caption>
                                                          PER SHARE                           TOTAL
                                               -------------------------------   -------------------------------
                                                  WITHOUT            WITH           WITHOUT            WITH
                                               OVER-ALLOTMENT   OVER-ALLOTMENT   OVER-ALLOTMENT   OVER-ALLOTMENT
                                               --------------   --------------   --------------   --------------
<S>                                            <C>              <C>              <C>              <C>
Underwriting discounts and commissions paid
  by selling shareholders....................     $                $              $                $
Expenses payable by us.......................     $                $              $                $
</Table>

    We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the SEC a
registration statement under the Securities Act relating to, any shares of our
common stock or securities convertible into or exchangeable or exercisable for
any shares of our common stock, or publicly disclose the intention to make any
offer, sale, pledge, disposition or filing, without the prior written consent of
Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated for a period of 90 days after the date of this prospectus.

                                       58
<Page>
    Our executive officers and directors and the selling shareholders have
agreed that they will not offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, any shares of our common stock or securities
convertible into or exchangeable or exercisable for any shares of our common
stock, enter into a transaction that would have the same effect, or enter into
any swap, hedge or other arrangement that transfers, in whole or in part, any of
the economic consequences of ownership of our common stock, whether any of these
transactions are to be settled by delivery of our common stock or other
securities, in cash or otherwise, or publicly disclose the intention to make any
offer, sale, pledge or disposition, or to enter into any transaction, swap,
hedge or other arrangement, without, in each case, the prior written consent of
Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated for a period of 90 days after the date of this prospectus.

    We and the selling shareholders have agreed to indemnify the underwriters
against liabilities under the Securities Act, or to contribute to payments which
the underwriters may be required to make in that respect.

    Our common stock is listed on the New York Stock Exchange under the symbol
"WTW".

    In connection with the offering, the underwriters may engage in stabilizing
transactions, over-allotment transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934.

    - Stabilizing transactions permit bids to purchase the underlying security
      so long as the stabilizing bids do not exceed a specified maximum.

    - Over-allotment involves sales by the underwriters of shares in excess of
      the number of shares the underwriters are obligated to purchase, which
      creates a syndicate short position. The short position may be either a
      covered short position or a naked short position. In a covered short
      position, the number of shares over-allotted by the underwriters is not
      greater than the number of shares that they may purchase in the
      over-allotment option. In a naked short position, the number of shares
      involved is greater than the number of shares in the over-allotment
      option. The underwriters may close out any short position by either
      exercising their over-allotment option and/or purchasing shares in the
      open market.

    - Syndicate covering transactions involve purchases of the common stock in
      the open market after the distribution has been completed in order to
      cover syndicate short positions. In determining the source of shares to
      close out the short position, the underwriters will consider, among other
      things, the price of shares available for purchase in the open market as
      compared to the price at which they may purchase shares through the
      over-allotment option. If the underwriters sell more shares than could be
      covered by the over-allotment option, a naked short position, the position
      can only be closed out by buying shares in the open market. A naked short
      position is more likely to be created if the underwriters are concerned
      that there could be downward pressure on the price of the shares in the
      open market after pricing that could adversely affect investors who
      purchase in the offering.

    - Penalty bids permit the representatives to reclaim a selling concession
      from a syndicate member when the common stock originally sold by the
      syndicate member is purchased in a stabilizing or syndicate covering
      transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids
may have the effect of raising or maintaining the market price of our common
stock or preventing or retarding a decline in the market price of the common
stock. As a result, the price of our common stock may be higher than the price
that might otherwise exist in the open market. These transactions may be
effected on the New York Stock Exchange or otherwise and, if commenced, may be
discontinued at any time.

    Each underwriter has represented and agreed that:

                                       59
<Page>
    - it has not offered or sold and prior to the expiry of a period of six
      months from the closing date, will not offer or sell any shares to persons
      in the United Kingdom except to persons whose ordinary activities involve
      them in acquiring, holding, managing or disposing of investments (as
      principal or agent) for the purposes of their businesses or otherwise in
      circumstances which have not resulted and will not result in an offer to
      the public in the United Kingdom within the meaning of the Public Offers
      of Securities Regulations 1995;

    - it has only communicated or caused to be communicated and will only
      communicate or cause to be communicated any invitation or inducement to
      engage in investment activity (within the meaning of section 21 of the
      Financial Services and Markets Act 2000 (the "FSMA")) received by it in
      connection with the issue or sale of any shares in circumstances in which
      section 21(1) of the FSMA does not apply to the issuer; and

    - it has complied and will comply with all applicable provisions of the FSMA
      with respect to anything done by it in relation to the shares in, from or
      otherwise involving the United Kingdom.

    The securities will not be offered, transferred or sold, directly or
indirectly, to any individual or legal entity in The Netherlands, other than to
individuals or legal entities who or which trade or invest in securities in
their conduct of a profession or trade (which includes banks, brokers, dealers,
insurance companies, pension funds, other institutional investors and commercial
enterprises which regularly, as an ancillary activity, invest in securities).

    Merchant Capital, Inc., an affiliate of Credit Suisse First Boston
Corporation, beneficially owns 764,534 shares of our common stock, and will be
selling 350,000 shares of our common stock in this offering. Upon completion of
this offering, Merchant Capital, Inc. will beneficially own 414,534 shares of
our common stock, 362,034 shares if the underwriters exercise their
over-allotment option in full.

    Some of the underwriters and their affiliates have provided, and may provide
in the future, investment banking and other financial services for us in the
ordinary course of business for which they have received and would receive
customary compensation. Credit Suisse First Boston, New York branch, an
affiliate of Credit Suisse First Boston Corporation, is an agent and a lender
under our senior credit facilities, and Credit Suisse First Boston Corporation
was one of the joint book-running managers for, and an initial purchaser of, our
13% senior subordinated notes due 2009. Credit Suisse First Boston, New York
branch, was a joint lead arranger and joint book manager for our $50 million
increase to our senior credit facilities which was completed in December 2000.
Credit Suisse First Boston, New York branch, was also a syndication agent, joint
lead arranger and joint book manager in connection with the re-financing of
certain of our term loans which we completed in December 2001.

    Credit Suisse First Boston Corporation served as our sole book runner and
together with Goldman, Sachs & Co. served as our joint lead manager in
connection with the initial public offering of our common stock in November
2001. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc. and UBS Warburg LLC served as co-managers in connection with the initial
public offering of our common stock. Credit Suisse First Boston Corporation also
served as financial advisor to Artal Luxembourg in its acquisition of us.

    A prospectus in electronic format may be made available on the web sites
maintained by one or more of the underwriters or selling group members, if any,
participating in this offering. The representatives may agree to allocate a
number of shares to underwriters and selling group members for sale to their
online brokerage account holders. Internet distributions will be allocated by
the underwriters and selling group members that will make internet distributions
on the same basis as other allocations.

                                       60
<Page>
                          NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

    The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we and the selling
shareholders prepare and file a prospectus with the securities regulatory
authorities in each province where trades of common stock are made. Any resale
of the common stock in Canada must be made under applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made under available statutory exemptions or under a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the common
stock.

REPRESENTATIONS OF PURCHASERS

    By purchasing common stock in Canada and accepting a purchase confirmation a
purchaser is representing to us, the selling shareholders and the dealer from
whom the purchase confirmation is received, that

    - the purchaser is entitled under applicable provincial securities laws to
      purchase the common stock without the benefit of a prospectus qualified
      under those securities laws,

    - where required by law, that the purchaser is purchasing as principal and
      not as agent, and

    - the purchaser has reviewed the text above under Resale Restrictions.

RIGHTS OF ACTION (ONTARIO PURCHASERS)

    Under Ontario securities legislation, a purchaser who purchases a security
offered by this prospectus during the period of distribution will have a
statutory right of action for damages, or while still the owner of the shares,
for rescission against us and the selling shareholders in the event that this
prospectus contains a misrepresentation. A purchaser will be deemed to have
relied on the misrepresentation. The right of action for damages is exercisable
not later than the earlier of 180 days from the date the purchaser first had
knowledge of the facts giving rise to the cause of action and three years from
the date on which payment is made for the shares. The right of action for
rescission is exercisable not later than 180 days from the date on which payment
is made for the shares. If a purchaser elects to exercise the right of action
for rescission, the purchaser will have no right of action for damages against
us or the selling shareholders. In no case will the amount recoverable in any
action exceed the price at which the shares were offered to the purchaser and if
the purchaser is shown to have purchased the securities with knowledge of the
misrepresentation, we and the selling shareholders will have no liability. In
the case of an action for damages, we and the selling shareholders will not be
liable for all or any portion of the damages that are proven to not represent
the depreciation in value of the shares as a result of the misrepresentation
relied upon. These rights are in addition to, and without derogation from, any
other rights or remedies available at law to an Ontario purchaser. The foregoing
is a summary of the rights available to an Ontario purchaser. Ontario purchasers
should refer to the complete text of the relevant statutory provisions.

ENFORCEMENT OF LEGAL RIGHTS

    All of our directors and officers as well as the experts named herein and
the selling shareholders may be located outside of Canada and, as a result, it
may not be possible for Canadian purchasers to effect service of process within
Canada upon us or those persons. All or a substantial portion of our assets and
the assets of those persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against us or those persons in
Canada or to enforce a judgment obtained in Canadian courts against us or those
persons outside of Canada.

                                       61
<Page>
TAXATION AND ELIGIBILITY FOR INVESTMENT

    Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and about the eligibility of the common
stock for investment by the purchaser under relevant Canadian legislation.

                                 LEGAL MATTERS

    The validity of the issuance of the shares of common stock to be sold in the
offering will be passed upon for us by our special Virginia counsel, Hunton &
Williams, Richmond, Virginia. Certain legal matters in connection with the
issuance of the common stock to be sold in the offering will be passed upon for
us by Simpson Thacher & Bartlett, New York, New York. The underwriters have been
represented by Cravath, Swaine & Moore, New York, New York.

                                    EXPERTS

    The financial statements as of December 29, 2001, December 30, 2000 and
April 29, 2000 and for each of the fiscal years ended December 29, 2001,
April 29, 2000 and April 24, 1999 and the eight months ended December 30, 2000
included in this prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

    We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may access and read our SEC filings, including the
complete registration statement and all of the exhibits to it, through the SEC's
Internet site at www.sec.gov. This site contains reports and other information
that we file electronically with the SEC. You may also read and copy any
document we file at the SEC's public reference room located at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room.

    We have filed with the SEC a registration statement under the Securities Act
with respect to the common stock offered by this prospectus. This prospectus,
which constitutes part of the registration statement, does not contain all of
the information presented or incorporated by reference in the registration
statement and its exhibits and schedules. Our descriptions contained or
incorporated by reference in this prospectus of the provisions of documents
filed as exhibits to the registration statement or otherwise filed with the SEC
are only summaries of the terms of those documents that we consider material. If
you want a complete description of the content of the documents, you should
obtain the documents yourself by following the procedures described above.

    You may request copies of any of our filings, at no cost, by telephone at
(516) 390-1400 or by mail at: 175 Crossways Park West, Woodbury, New York
11797-2055, Attention: Secretary.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus, except
for any information that is superseded by information that is included directly
in this document or in a more recent incorporated document.

                                       62
<Page>
    This prospectus incorporates by reference the documents listed below that we
have previously filed with the SEC. The documents contain important information
about us and our financial condition.

    - Annual Report on Form 10-K for the fiscal year ended December 29, 2001
      filed on March 27, 2002;

    - Quarterly Report on Form 10-Q for the quarter ended March 30, 2002 filed
      on May 14, 2002; and

    - the description of our common stock under the heading "Description of
      Capital Stock" included in our Registration Statement on Form S-1
      incorporated by reference in our Registration Statement on Form 8-A filed
      with the SEC on November 9, 2001 under Section 12(b) of the Securities
      Exchange Act of 1934.

    We incorporate by reference any future filings we make with the SEC under
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
between the date of this prospectus and the date all of the securities offered
hereby are sold (other than Current Reports on Form 8-K containing only
Regulation FD disclosure furnished under Item 9 of Form 8-K and exhibits
relating to such disclosures, unless otherwise specifically stated in such
Current Report on Form 8-K).

    You can obtain any of the documents incorporated by reference in this
prospectus from us, or from the SEC through the SEC's Internet world wide web
site as described above. Documents incorporated by reference are available from
us without charge, excluding any exhibits to those documents, unless the exhibit
is specifically incorporated by reference in this prospectus. You can obtain
documents incorporated by reference in this prospectus by requesting them in
writing or by telephone from us as described above.

                                       63
<Page>
                         INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Report of PricewaterhouseCoopers LLP, Independent
  Accountants...............................................     F-2

Consolidated Balance Sheets at April 29, 2000, December 30,
  2000 and December 29, 2001................................     F-3

Consolidated Statements of Operations for the Fiscal Years
  Ended April 24, 1999 and April 29, 2000, the Eight Months
  Ended December 30, 2000 and the Fiscal Year Ended
  December 29, 2001.........................................     F-4

Consolidated Statements of Changes in Shareholders' Deficit,
  Parent Company Investment and Comprehensive Income for the
  Fiscal Years Ended April 24, 1999 and April 29, 2000, the
  Eight Months Ended December 30, 2000 and the Fiscal Year
  Ended December 29, 2001...................................     F-5

Consolidated Statements of Cash Flows for the Fiscal Years
  Ended April 24, 1999 and April 29, 2000, the Eight Months
  Ended December 30, 2000 and the Fiscal Year Ended
  December 29, 2001.........................................     F-6

Notes to Consolidated Financial Statements..................     F-7

Unaudited Condensed Consolidated Balance Sheets at
  December 29, 2001 and March 30, 2002......................    F-46

Unaudited Condensed Consolidated Statements of Operations
  for the Three Months Ended March 31, 2001 and March 30,
  2002......................................................    F-47

Unaudited Condensed Consolidated Statements of Changes in
  Shareholders' Deficit and Comprehensive Income For the
  Eight Months Ended December 30, 2000, the Fiscal Year
  Ended December 29, 2001 and the Three Months Ended
  March 30, 2002............................................    F-48

Unaudited Condensed Consolidated Statements of Cash Flows
  For the Three Months Ended March 31, 2001 and March 30,
  2002......................................................    F-49

Notes to Unaudited Condensed Consolidated Financial
  Statements................................................    F-50
</Table>

                                      F-1
<Page>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Weight Watchers
International, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of cash flows and of changes in
shareholders' deficit, parent company investment and comprehensive income
present fairly, in all material respects, the consolidated financial position of
Weight Watchers International, Inc. and its subsidiaries at December 29, 2001,
December 30, 2000 and April 29, 2000, and the results of their operations and
their cash flows for the year ended December 29, 2001, the eight months ended
December 30, 2000 and for each of the two years in the period ended April 29,
2000, in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

February 19, 2002,
except as to the last
paragraph of Note 19,
which is as of March 1, 2002

                                      F-2
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

         AS OF APRIL 29, 2000, DECEMBER 30, 2000 AND DECEMBER 29, 2001
                                 (IN THOUSANDS)
- --------------------------------------------------------------------------------

<Table>
<Caption>
                                                              APRIL 29,   DECEMBER 30,   DECEMBER 29,
                                                                2000          2000           2001
                                                              ---------   ------------   ------------
<S>                                                           <C>         <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents.................................  $ 44,043      $ 44,501       $ 23,338
  Receivables (net of allowances:
    April 29, 2000 -- $609; December 30, 2000 -- $797;
    December 29, 2001 -- $726)..............................    12,877        14,678         13,619
  Notes receivable, current.................................     2,791         2,106             --
  Foreign currency contract receivable......................        --         5,364             --
  Inventories, net..........................................     9,328        15,044         26,205
  Prepaid expenses..........................................     8,360        11,099         15,944
  Deferred income taxes.....................................        94           648          4,773
                                                              --------      --------       --------
    TOTAL CURRENT ASSETS....................................    77,493        93,440         83,879
Property and equipment, net.................................     7,001         8,145         10,725
Notes and other receivables, noncurrent.....................     7,045         5,601            325
Goodwill (net of accumulated amortization:
  April 29, 2000 -- $55,430; December 30, 2000 -- $59,216;
  December 29, 2001 -- $68,783).............................   152,565       150,901        234,302
Trademarks and other intangible assets (net of accumulated
  amortization:
  April 29, 2000 -- $19,423; December 30, 2000 -- $19,871;
  December 29, 2001 -- $20,608).............................     7,163         6,648          6,863
Deferred income taxes.......................................    67,574        67,207        136,281
Deferred financing costs, net...............................    14,666        13,513          9,164
Other noncurrent assets.....................................       700           762          1,309
                                                              --------      --------       --------
    TOTAL ASSETS............................................  $334,207      $346,217       $482,848
                                                              ========      ========       ========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
  Short-term borrowings due to related party................  $  1,489      $  1,730       $  2,888
  Portion of long-term debt due within one year.............    14,120        14,120         15,699
  Accounts payable..........................................    12,362        11,989         17,698
  Salaries and wages........................................    10,125        10,544         15,133
  Accrued interest..........................................     4,082         9,662          7,810
  Accrued restructuring costs...............................     4,786         2,485            283
  Foreign currency contract payable.........................       486            --          2,811
  Other accrued liabilities.................................    19,583        23,215         23,529
  Income taxes..............................................     6,786         3,660          9,139
  Deferred revenue..........................................     4,632         5,836         13,020
                                                              --------      --------       --------
    TOTAL CURRENT LIABILITIES...............................    78,451        83,241        108,010
                                                              --------      --------       --------
Long-term debt..............................................   460,510       456,530        458,320
Deferred income taxes.......................................     2,941         3,107          3,169
Other.......................................................       546           121            870
                                                              --------      --------       --------
    TOTAL LONG-TERM DEBT AND OTHER LIABILITIES..............   463,997       459,758        462,359
                                                              ========      ========       ========
Commitments and contingencies
Redeemable preferred stock..................................    25,875        25,996         25,996
SHAREHOLDERS' DEFICIT
Common stock, $0 par; 1,000,000 shares authorized; 111,988
  shares issued; outstanding 111,988 shares at April 29,
  2000 and December 30, 2000 and 105,500 at December 29,
  2001......................................................        --            --             --
Treasury stock, at cost, 6,488 shares at December 29,
  2001......................................................        --            --        (26,196)
Accumulated deficit.........................................  (231,663)     (216,507)       (73,998)
Accumulated other comprehensive loss........................    (2,453)       (6,271)       (13,323)
                                                              --------      --------       --------
    TOTAL SHAREHOLDERS' DEFICIT.............................  (234,116)     (222,778)      (113,517)
                                                              --------      --------       --------
    TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND
      SHAREHOLDERS' DEFICIT.................................  $334,207      $346,217       $482,848
                                                              ========      ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-3
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

         FOR THE FISCAL YEARS ENDED APRIL 24, 1999 AND APRIL 29, 2000,
                THE EIGHT MONTHS ENDED DECEMBER 30, 2000 AND THE
                      FISCAL YEAR ENDED DECEMBER 29, 2001

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                   APRIL 24,     APRIL 29,    DECEMBER 30,    DECEMBER 29,
                                                     1999          2000           2000            2001
                                                  -----------   -----------   -------------   -------------
                                                  (53 WEEKS)    (52 WEEKS)     (35 WEEKS)      (52 WEEKS)
<S>                                               <C>           <C>           <C>             <C>
Meeting fees, net...............................   $266,140      $276,103       $184,102        $415,680
Product sales and other, net....................     98,468       123,471         89,073         208,190
                                                   --------      --------       --------        --------
  Revenues, net.................................    364,608       399,574        273,175         623,870
Cost of revenues................................    178,925       201,389        139,283         286,436
                                                   --------      --------       --------        --------
  Gross profit..................................    185,683       198,185        133,892         337,434
Marketing expenses..............................     52,856        51,453         26,986          69,716
Selling, general and administrative expenses....     51,501        53,759         34,424          73,029
Transaction costs...............................         --         8,345             --              --
                                                   --------      --------       --------        --------
  Operating income..............................     81,326        84,628         72,482         194,689
Interest (income) expense.......................     (7,168)       31,079         37,125          54,537
Other expense (income), net.....................      2,659       (13,367)        14,334          13,181
                                                   --------      --------       --------        --------
  Income before income taxes, minority interest
    and extraordinary item......................     85,835        66,916         21,023         126,971
Provision for (benefit from) income taxes.......     36,360        28,323          5,857         (23,198)
                                                   --------      --------       --------        --------
  Income before minority interest and
    extraordinary item..........................     49,475        38,593         15,166         150,169
Minority interest...............................      1,493           834            147             107
                                                   --------      --------       --------        --------
  Income before extraordinary item..............     47,982        37,759         15,019         150,062
Extraordinary charge on early extinguishment of
  debt, net of taxes of $1,784..................         --            --             --           2,875
                                                   --------      --------       --------        --------
  Net income....................................   $ 47,982      $ 37,759       $ 15,019        $147,187
                                                   ========      ========       ========        ========
Preferred stock dividends.......................         --           875          1,000           1,500
                                                   --------      --------       --------        --------
  Net income available to common shareholders...   $ 47,982      $ 36,884       $ 14,019        $145,687
                                                   ========      ========       ========        ========
Basic net income per share:
  Income before extraordinary item..............   $   0.17      $   0.20       $   0.13        $   1.37
  Extraordinary item, net of taxes..............         --            --             --           (0.03)
                                                   --------      --------       --------        --------
  Net income....................................   $   0.17      $   0.20       $   0.13        $   1.34
                                                   ========      ========       ========        ========
Diluted net income per share:
  Income before extraordinary item..............   $   0.17      $   0.20       $   0.13        $   1.34
  Extraordinary item, net of taxes..............         --            --             --           (0.03)
                                                   --------      --------       --------        --------
  Net income....................................   $   0.17      $   0.20       $   0.13        $   1.31
                                                   ========      ========       ========        ========
Weighted average common shares outstanding:
  Basic.........................................    276,430       182,206        111,988         108,676
                                                   ========      ========       ========        ========
  Diluted.......................................    276,430       182,206        112,171         110,975
                                                   ========      ========       ========        ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-4
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT, PARENT
                  COMPANY INVESTMENT AND COMPREHENSIVE INCOME

         FOR THE FISCAL YEARS ENDED APRIL 24, 1999 AND APRIL 29, 2000,
                 THE EIGHT MONTHS ENDED DECEMBER 30, 2000, AND
                    THE FISCAL YEAR ENDED DECEMBER 29, 2001
                                 (IN THOUSANDS)
- --------------------------------------------------------------------------------

<Table>
<Caption>
                                                                                 ACCUMULATED
                               COMMON STOCK       TREASURY STOCK    ADDITIONAL      OTHER                     PARENT
                            ------------------  ------------------   PAID IN    COMPREHENSIVE  ACCUMULATED  COMPANY'S
                             SHARES    AMOUNT    SHARES    AMOUNT    CAPITAL        LOSS         DEFICIT    INVESTMENT    TOTAL
                            --------  --------  --------  --------  ----------  -------------  -----------  ----------  ---------
<S>                         <C>       <C>       <C>       <C>       <C>         <C>            <C>          <C>         <C>
Balance at April 25,
  1998....................   276,430                                                                         $229,089   $ 229,089
Comprehensive Income:
  Net income..............                                                                                     47,982      47,982
  Translation
  adjustment..............                                                                                     19,660      19,660
                                                                                                                        ---------
Total Comprehensive
  Income..................                                                                                                 67,642
                                                                                                                        ---------
Net Parent settlements....                                                                                    (42,851)    (42,851)
Dividend..................                                                                                     (4,932)     (4,932)
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
Balance at April 24, 1999.   276,430                                                                           248,948    248,948
<S>                         <C>       <C>       <C>       <C>       <C>         <C>            <C>          <C>         <C>
Net Parent settlements....                                                                                   (252,883)   (252,883)
Recapitalization and
  settlement of Parent
  company investment......  (164,442)       --        --        --   $(72,100)    $(12,764)     $(268,547)      3,935    (349,476)
Deferred tax asset........                                             72,100                                              72,100
Comprehensive Income:
  Net income..............                                                                         37,759                  37,759
  Translation
  adjustment..............                                                          10,311                                 10,311
                                                                                                                        ---------
Total Comprehensive
  Income..................                                                                                                 48,070
                                                                                                                        ---------
Preferred stock
  dividend................                                                                           (875)                   (875)
- ---------------------------------------------------------------------------------------------------------------------------------
Balance at April 29,
  2000....................   111,988        --        --        --         --       (2,453)      (231,663)         --    (234,116)
Elimination of foreign
  subsidiaries one month
  reporting lag effective
  April 30, 2000..........                                                                          1,137                   1,137
Comprehensive Income:
  Net income..............                                                                         15,019                  15,019
  Translation
  adjustment..............                                                          (3,818)                                (3,818)
                                                                                                                        ---------
Total Comprehensive
  Income..................                                                                                                 11,201
                                                                                                                        ---------
Preferred stock
  dividend................                                                                         (1,000)                 (1,000)
- ---------------------------------------------------------------------------------------------------------------------------------
Balance at December 30,
  2000....................   111,988        --        --        --         --       (6,271)      (216,507)         --    (222,778)
Comprehensive Income:
  Net income..............                                                                        147,187                 147,187
  Translation
  adjustment..............                                                          (3,132)                                (3,132)
  Changes in fair value of
    derivatives accounted
    for as hedges.........                                                          (3,920)                                (3,920)
                                                                                                                        ---------
Total Comprehensive
  Income..................                                                                                                140,135
                                                                                                                        ---------
Preferred stock
  dividend................                                                                         (1,500)                 (1,500)
Purchase of treasury
  stock...................                         6,719  $(27,132)                                                       (27,132)
Stock options exercised...                           (93)      375                                   (177)                    198
Sale of common stock......                          (138)      561                                    (36)                    525
Cost of public equity
  offering................                                                                         (2,965)                 (2,965)
- ---------------------------------------------------------------------------------------------------------------------------------
Balance at December 29,
  2001....................   111,988        --     6,488  $(26,196)  $     --     $(13,323)     $ (73,998)   $     --   $(113,517)
                            =====================================================================================================
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-5
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

         FOR THE FISCAL YEARS ENDED APRIL 24, 1999 AND APRIL 29, 2000,
                 THE EIGHT MONTHS ENDED DECEMBER 30, 2000, AND
                    THE FISCAL YEAR ENDED DECEMBER 29, 2001
                                 (IN THOUSANDS)
- --------------------------------------------------------------------------------

<Table>
<Caption>
                                                              APRIL 24,    APRIL 29,    DECEMBER 30,   DECEMBER 29,
                                                                 1999         2000          2000           2001
                                                              ----------   ----------   ------------   ------------
                                                              (52 WEEKS)   (53 WEEKS)    (35 WEEKS)     (52 WEEKS)
<S>                                                           <C>          <C>          <C>            <C>
Operating activities:
  Net income................................................   $ 47,982     $ 37,759      $ 15,019       $147,187
  Adjustments to reconcile net income to cash provided by
    operating activities:
  Depreciation and amortization.............................      9,586        9,286         6,607         13,243
  Amortization of deferred financing costs..................         --        1,112         1,282          2,097
  Deferred tax provision (benefit)..........................      9,279        8,541           104        (71,069)
  Unrealized loss (gain) on derivative instruments..........         --          499        (5,815)         1,125
  Accounting for equity investment..........................         --           --        17,604         17,344
  Elimination of foreign subsidiaries one month reporting
  lag.......................................................         --           --         1,206             --
  Allowance for doubtful accounts...........................        118         (385)          198          6,330
  Reserve for inventory obsolescence, other.................      1,923        3,360         3,993          2,718
  Foreign currency exchange rate gain.......................         --           --            --         (6,496)
  Extraordinary charges from early extinguishment of debt...         --           --            --          2,875
  Other items, net..........................................         38       (2,492)         (954)           191
  Changes in cash due to:
    Receivables.............................................     (7,277)      13,424        (2,746)           231
    Inventories.............................................     (1,849)      (5,177)       (8,902)       (11,895)
    Prepaid expenses........................................     (1,454)        (801)       (3,592)        (5,605)
    Due from related parties................................      3,693      (14,765)          241          1,158
    Accounts payable........................................      3,083       (1,512)         (303)         5,201
    Accrued liabilities.....................................    (10,076)       5,281         6,862          1,985
    Deferred revenue........................................       (716)      (1,753)        1,043          7,290
    Income taxes............................................      3,571       (2,492)       (2,975)         7,654
                                                               --------     --------      --------       --------
    Cash provided by operating activities...................     57,901       49,885        28,872        121,564
                                                               --------     --------      --------       --------
Investing activities:
  Capital expenditures......................................     (2,474)      (1,874)       (3,626)        (3,834)
  Advances and interest in equity investment................         --           --       (15,604)       (17,344)
  Acquisitions..............................................         --           --            --        (97,877)
  Acquisitions of minority interest.........................         --      (15,900)       (2,400)            --
  Other items, net..........................................       (565)      (1,867)            3         (1,063)
                                                               --------     --------      --------       --------
    Cash used for investing activities......................     (3,039)     (19,641)      (21,627)      (120,118)
                                                               --------     --------      --------       --------
Financing activities:
  Net increase (decrease) in short-term borrowings..........        856       (5,455)          (34)           748
  Proceeds from borrowings..................................         --      491,260            --         60,042
  Repurchase of common stock................................         --     (324,476)           --             --
  Payment of dividends......................................    (10,368)      (2,796)         (879)        (1,500)
  Payments on long-term debt................................     (1,081)      (3,530)       (7,060)       (50,813)
  Deferred financing cost...................................         --      (15,861)           --         (2,406)
  Net Parent settlements....................................    (37,076)    (131,030)           --             --
  Purchase of treasury stock................................         --           --            --        (27,132)
  Cost of public equity offering............................         --           --            --         (1,017)
  Proceeds from sale of common stock........................                                                  525
  Proceeds from stock options exercised.....................         --           --            --            198
                                                               --------     --------      --------       --------
    Cash (used for) provided by financing activities........    (47,669)       8,112        (7,973)       (21,355)
                                                               --------     --------      --------       --------
Effect of exchange rate changes on cash and cash
  equivalents...............................................        493      (13,828)        1,186         (1,254)
Net increase (decrease) in cash and cash equivalents........      7,686       24,528           458        (21,163)
Cash and cash equivalents, beginning of fiscal
  year/period...............................................     11,829       19,515        44,043         44,501
                                                               --------     --------      --------       --------
Cash and cash equivalents, end of fiscal year/period........   $ 19,515     $ 44,043      $ 44,501       $ 23,338
                                                               ========     ========      ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-6
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. BASIS OF PRESENTATION

    Weight Watchers International, Inc. (the "Company") operates and franchises
territories offering weight loss and control programs through the operation of
classroom type meetings to the general public in the United States, Canada,
Mexico, the United Kingdom, Continental Europe, Australia, New Zealand, South
Africa, and Brazil.

RECAPITALIZATION:

    On September 29, 1999, the Company entered into a recapitalization and stock
purchase agreement (the "Transaction") with its former parent, H.J. Heinz
Company ("Heinz"). In connection with the Transaction, the Company effectuated a
stock split of 58,747.6 shares for each share outstanding. The Company then
redeemed 164,442 shares of common stock from Heinz for $349,500. The number of
shares of the Company's common stock that was authorized and outstanding prior
to the Transaction has been adjusted to reflect the stock split. The $349,500
consisted of $324,500 of cash and $25,000 of the Company's redeemable Series A
Preferred Stock. After the redemption, Artal Luxembourg S.A. ("Artal") purchased
94% of the Company's remaining common stock from Heinz for $223,700. The
recapitalization and stock purchase was financed through borrowings under credit
facilities amounting to approximately $237,000 and the issuance of Senior
Subordinated Notes amounting to $255,000, due 2009. The balance of the
borrowings was utilized to refinance debt incurred prior to the Transaction
relating to the transfer of ownership and acquisition of the minority interest
in the Weight Watchers businesses that operate in Australia and New Zealand. The
acquisition of the minority interest resulted in approximately $15,900 of
goodwill. In connection with the Transaction, the Company incurred approximately
$8,300 in transaction costs and $15,900 in deferred financing costs. For U.S.
Federal and State tax purposes, the Transaction was treated as a taxable sale
under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended. As a
result, for tax purposes, the Company recorded a step-up in the tax basis of net
assets. For financial reporting purposes, a valuation allowance of approximately
$72,100 was established against the corresponding deferred tax asset of
$144,200.

WEIGHCO ACQUISITION:

    On January 16, 2001, the Company acquired certain business assets of Weighco
Enterprises, Inc., Weighco of Northwest, Inc. and Weighco of Southwest, Inc.
("Weighco"), for an aggregate purchase price of $83,800. See Note 3.

STOCK SPLIT:

    On October 29, 2001, the Company's board of directors declared a
4.70536-for-one stock split, which became effective concurrent with the
effective date, November 15, 2001, of the registration statement filed by the
Company in connection with its initial public offering ("IPO"). All common
shares and per share amounts have been retroactively restated for the stock
split. In addition, stock options and the respective exercise prices have been
amended to reflect this split.

COMMON STOCK OFFERING:

    On November 15, 2001, 20,010 shares of the Company's common stock were sold
on the New York Stock Exchange at an initial price to the public of $24.00 per
share. The Company did not receive any

                                      F-7
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. BASIS OF PRESENTATION (CONTINUED)
of the proceeds from the sale of shares of the Company's common stock pursuant
to this initial public offering.

    Simultaneous with the Transaction, the Company entered into a Registration
Rights Agreement with Artal, under which the Company is obligated at the request
of Artal, to register its common stock with the Securities and Exchange
Commission and pay all costs associated with such registration. As a result, all
costs incurred in connection with the Company's common stock offering have been
recorded in shareholders' deficit.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CHANGE IN FISCAL YEAR:

    The Company changed its fiscal year from the last Saturday of April to the
Saturday closest to December 31st effective with the eight months commencing
April 30, 2000.

    The following table presents certain financial information for the eight
months ended December 18, 1999 and December 30, 2000.

<Table>
<Caption>
                                                          EIGHT MONTHS ENDED
                                                      ---------------------------
                                                      DECEMBER 18,   DECEMBER 30,
                                                          1999           2000
                                                       (34 WEEKS)     (35 WEEKS)
                                                      ------------   ------------
                                                              (UNAUDITED)
<S>                                                   <C>            <C>
Revenues, net.......................................    $236,974       $273,175
Gross profit........................................    $114,592       $133,892
Income before income taxes and minority interest....    $ 39,020       $ 21,023
Provision for income taxes..........................    $ 15,150       $  5,857
Income before minority interest.....................    $ 23,870       $ 15,166
Minority interest...................................    $    694       $    147
Net Income..........................................    $ 23,176       $ 15,019
</Table>

CONSOLIDATION:

    The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All material intercompany accounts and
transactions have been eliminated in consolidation. In order to facilitate
timely reporting in prior periods, certain foreign subsidiaries ended their
fiscal years one month prior to the Company's fiscal year end with no material
impact on the consolidated financial statements. The one-month lag was
eliminated effective April 30, 2000. The effect on net income of these
subsidiaries for the period March 31, 2000 through April 29, 2000 was $1,137 and
was adjusted to opening accumulated deficit at April 30, 2000.

USE OF ESTIMATES:

    The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and

                                      F-8
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from these estimates.

TRANSLATION OF FOREIGN CURRENCIES:

    For all foreign operations, the functional currency is the local currency.
Assets and liabilities of these operations are translated at the exchange rate
in effect at each year-end. Income statement accounts are translated at the
average rate of exchange prevailing during the year. Translation adjustments
arising from the use of differing exchange rates from period to period are
included in accumulated other comprehensive income (loss).

CASH EQUIVALENTS:

    Cash and cash equivalents are defined as highly liquid investments with
original maturities of three months or less.

INVENTORIES:

    Inventories, which consist of finished goods, are stated at the lower of
cost or market on a first-in, first-out basis, net of reserves for obsolescence
and shrinkage.

PROPERTY AND EQUIPMENT:

    Property and equipment are recorded at cost. For financial reporting
purposes, equipment is depreciated on the straight-line method over the
estimated useful lives of the assets (5 to 10 years). Leasehold improvements are
amortized on the straight-line method over the shorter of the term of the lease
or the useful life of the related assets (5 to 10 years). Expenditures for new
facilities and improvements that substantially extend the useful life of an
asset are capitalized. Ordinary repairs and maintenance are expensed as
incurred. When assets are retired or otherwise disposed of, the cost and related
depreciation are removed from the accounts and any related gains or losses are
included in income.

IMPAIRMENT OF LONG LIVED ASSETS:

    The Company follows the provisions of Statement of Financial Accounting
Standard ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and Long-Lived Assets to be Disposed of." This statement requires that certain
assets be reviewed for impairment and, if impaired, remeasured at fair value
whenever events or changes in circumstances indicate that the carrying amount of
the asset may not be recoverable.

    In October 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
which supersedes SFAS No. 121. SFAS No. 144 provides updated guidance concerning
the recognition and measurement of an impairment loss for certain types of
long-lived assets. SFAS No. 144 is effective for the Company beginning
December 30, 2001. The Company does not expect the adoption of SFAS No. 144 to
have a material impact on the Company's fiscal 2002 financial statements.

                                      F-9
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTANGIBLES:

    Goodwill, trademarks and other intangibles arising from acquisitions,
including the acquisition of previously franchised areas, have been amortized on
a straight-line basis over periods ranging from 3 to 40 years. Amortization of
goodwill, trademarks and other intangibles for the fiscal years ended April 24,
1999 and April 29, 2000, the eight months ended December 30, 2000 and the fiscal
year ended December 29, 2001 was $4,228, $6,304, $4,515, and $10,511,
respectively.

    During 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." Effective December 30, 2001,
the Company will no longer be required to amortize indefinite life goodwill as a
charge to earnings for acquisitions completed prior to June 30, 2001. For
acquisitions completed after June 30, 2001, the provisions of SFAS No. 141 and
142 were effective immediately.

    The following table presents a comparison of net income and earnings per
share as if SFAS No. 142 had been adopted at the beginning of the earliest
period presented below:

<Table>
<Caption>
                                                                                  EIGHT
                                                  FISCAL YEAR   FISCAL YEAR      MONTHS        FISCAL YEAR
                                                     ENDED         ENDED          ENDED           ENDED
                                                   APRIL 24,     APRIL 29,    DECEMBER 28,    DECEMBER 29,
                                                     1999          2000           2000            2001
                                                  -----------   -----------   -------------   -------------
<S>                                               <C>           <C>           <C>             <C>
Reported net income available to common
  shareholders..................................    $47,982       $36,884        $14,019         $145,687
Addback: goodwill amortization, net of taxes....      3,318         3,765          2,640            6,357
                                                    -------       -------        -------         --------
  Adjusted net income available to common
    shareholders................................    $51,300       $40,649        $16,659         $152,044
                                                    =======       =======        =======         ========

Basic earnings per share:
  Reported net income available to common
    shareholders................................    $  0.17       $  0.20        $  0.13         $   1.34
  Addback: goodwill amortization................       0.01          0.02           0.02             0.06
                                                    -------       -------        -------         --------
    Adjusted net income available to common
      shareholders..............................    $  0.18       $  0.22        $  0.15         $   1.40
                                                    =======       =======        =======         ========

Diluted earnings per share:
  Reported net income available to common
    shareholders................................    $  0.17       $  0.20        $  0.13         $   1.31
  Addback: goodwill amortization................       0.01          0.02           0.02             0.06
                                                    -------       -------        -------         --------
    Adjusted net income available to common
      shareholders..............................    $  0.18       $  0.22        $  0.15         $   1.37
                                                    =======       =======        =======         ========
</Table>

    In addition, the Company is required to conduct an annual review of goodwill
and other intangible assets for potential impairment. The Company estimates that
the adoption of these standards will reduce amortization expense for fiscal 2002
by approximately $6,400, net of taxes.

    The Company accounts for software costs under the AICPA Statement of
Position ("SOP") No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use".

                                      F-10
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SOP No. 98-1 requires capitalization of certain costs incurred in connection
with developing or obtaining internally used software. Software costs are
amortized over 3 to 5 years.

REVENUE RECOGNITION:

    The Company earns revenue by conducting meetings, by selling products and
aids at its meetings and to its franchisees, by collecting commissions from
franchisees operating under the Weight Watchers name and by collecting royalties
related to licensing agreements. Revenue is recognized when registration fees
are paid, services are rendered, products are sold and commissions and royalties
are earned. Deferred revenue, consisting of prepaid lecture income, is amortized
into income over the period earned.

ADVERTISING COSTS:

    Advertising costs consist primarily of national and local direct mail,
television, and spokesperson's fees. All costs related to advertising are
expensed in the period incurred. Total advertising expenses for the fiscal years
ended April 24, 1999 and April 29, 2000, the eight months ended December 30,
2000 and the fiscal year ended December 29, 2001 were $48,800, $48,027, $25,792
and $66,749, respectively.

INCOME TAXES:

    The Company provides for taxes based on current taxable income and the
future tax consequences of temporary differences between the financial reporting
and income tax carrying values of its assets and liabilities. Under SFAS
No. 109, "Accounting for Income Taxes", assets and liabilities acquired in
purchase business combinations are assigned their fair values and deferred taxes
are provided for lower or higher tax bases.

DERIVATIVE INSTRUMENTS AND HEDGING:

    The Company enters into forward and swap contracts to hedge transactions
denominated in foreign currencies to reduce the currency risk associated with
fluctuating exchange rates. These contracts are used primarily to hedge certain
intercompany cash flows and for payments arising from some of the Company's
foreign currency denominated obligations. In addition, the Company enters into
interest rate swaps to hedge a substantial portion of its variable rate debt.

    Effective December 31, 2000, the Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," and its related amendment,
SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities". These standards require that all derivative financial instruments
be recorded on the consolidated balance sheets at their fair value as either
assets or liabilities. Changes in the fair value of derivatives will be recorded
each period in earnings or accumulated other comprehensive income (loss),
depending on whether a derivative is designated and effective as part of a hedge
transaction and, if it is, the type of hedge transaction. Gains and losses on
derivative instruments reported in accumulated other comprehensive income (loss)
will be included in earnings in the periods in which earnings are affected by
the hedged item. As of December 31, 2000, the adoption of these new standards
resulted in an adjustment of $5,086 ($3,204 net of taxes) to accumulated other
comprehensive loss.

                                      F-11
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS:

    The Company uses the cost method to account for investments in which the
Company holds 20% or less of the investee's voting stock and the Company does
not have significant influence. Where the Company holds 50% or less of the
investee's voting stock or where the Company has the ability to exercise
significant influence over operating and financial policies of the investee, the
investment is accounted for under the equity method.

DEFERRED FINANCING COSTS:

    Deferred financing costs consist of costs associated with the establishment
of the Company's credit facilities resulting from the Transaction. During the
fiscal year ended December 29, 2001, the Company incurred additional deferred
financing costs of $2,406 associated with the Weighco acquisition and
refinancing of its credit facilities. Such costs are being amortized using the
interest rate method over the term of the related debt. Amortization expense for
the fiscal year ended April 29, 2000, the eight months ended December 30, 2000
and the fiscal year ended December 29, 2001 was $1,112, $1,282 and $2,097,
respectively. In connection with the refinancing, the Company recognized an
extraordinary charge on the early extinguishment of debt of $2,875, net of
taxes. See Note 5.

COMPREHENSIVE INCOME:

    Other comprehensive income represents the change in shareholders' deficit
resulting from transactions other than shareholder investments and
distributions. The Company's comprehensive income includes net income, changes
in the fair value of derivative instruments and the effects of foreign currency
translations.

RECENTLY ISSUED ACCOUNTING STANDARDS:

    In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. SFAS No. 143 is effective for
the Company beginning December 29, 2002. The Company does not expect the
adoption of SFAS No. 143 to have a material impact on its consolidated financial
position or results of operations.

    In June 2001, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 00-14, "Accounting for Certain Sales Incentives," which is effective
no later than periods beginning after December 15, 2001. EITF Issue No. 00-14
addresses the recognition, measurement and statement of earnings classification
for certain sales incentive. EITF Issue No. 00-14 is effective for the Company
beginning December 30, 2001. The Company has determined that the impact of
adoption or subsequent application of EITF Issue No. 00-14 will not have a
material effect on its consolidated results of operations.

RECLASSIFICATION:

    Certain prior year amounts have been reclassified to conform to the current
year presentation.

                                      F-12
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

3. ACQUISITIONS

    On September 4, 2001, the Company completed the acquisition of Weight
Watchers of Oregon, Inc., for an aggregate purchase price of $13,500.
Substantially all of the purchase price in excess of the net assets acquired was
recorded as goodwill. The acquisition has been accounted for under the
provisions of SFAS No. 141, "Business Combinations". SFAS No. 141 requires that
all business combinations initiated after June 30, 2001 be accounted for by the
purchase method of accounting, thereby eliminating the pooling-of-interests
methods of accounting.

    On January 16, 2001, the Company completed the acquisition of Weighco, for
an aggregate purchase price of $83,800 plus acquisition costs of $577. Assets
acquired include inventory ($1,884) and property and equipment ($1,801). The
excess of investment over the net book value of assets acquired at the date of
acquisition resulted in goodwill of $80,692. The acquisition was financed
through additional borrowings of $60,000 obtained pursuant to the Company's
Amended and Restated Credit Agreement, dated January 16, 2001, and cash from
operations.

    These acquisitions have been accounted for under the purchase method of
accounting and accordingly, earnings have been included in the consolidated
operating results of the Company since the date of acquisition.

    The following table presents unaudited pro forma financial information that
reflects the consolidated results of operations of the Company, including
Weighco, as if the acquisition had occurred as of the beginning of the period.
This pro forma information does not necessarily reflect the actual results that
would have occurred, nor is it necessarily indicative of future results of
operations of the consolidated companies.

<Table>
<Caption>
                                                                 PRO FORMA
                                                             EIGHT MONTHS ENDED
                                                                DECEMBER 30,
                                                                    2000
                                                             ------------------
<S>                                                          <C>
Revenue....................................................       $306,509
Net income.................................................       $ 17,257
Per share information:
Basic and diluted earnings per share.......................       $   0.15
</Table>

4. PROPERTY AND EQUIPMENT

    The components of property and equipment were:

<Table>
<Caption>
                                                             APRIL 29,    DECEMBER 30,    DECEMBER 29,
                                                                2000          2000            2001
                                                             ----------   -------------   -------------
<S>                                                          <C>          <C>             <C>
Leasehold improvements.....................................    $17,954       $19,218         $18,059
Equipment..................................................     30,900        31,921          36,071
                                                               -------       -------         -------
                                                                48,854        51,139          54,130
Less: Accumulated depreciation and amortization............     41,911        43,006          43,494
                                                               -------       -------         -------
                                                                 6,943         8,133          10,636
Construction in progress...................................         58            12              89
                                                               -------       -------         -------
                                                               $ 7,001       $ 8,145         $10,725
                                                               =======       =======         =======
</Table>

    Depreciation and amortization expense of property and equipment for the
fiscal years ended April 24, 1999 and April 29, 2000, the eight months ended
December 30, 2000, and the fiscal year ended December 29, 2001 was $3,487,
$2,982, $2,162 and $2,732, respectively.

                                      F-13
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5. LONG-TERM DEBT

<Table>
<Caption>
                                                 APRIL 29, 2000       DECEMBER 30, 2000      DECEMBER 29, 2001
                                              --------------------   --------------------   --------------------
                                                         EFFECTIVE              EFFECTIVE              EFFECTIVE
                                              BALANCE      RATE      BALANCE      RATE      BALANCE      RATE
                                              --------   ---------   --------   ---------   --------   ---------
<S>                                           <C>        <C>         <C>        <C>         <C>        <C>
EURO 100.0 million 13% Senior Subordinated
  Notes due 2009............................  $ 91,160     13.00%    $ 94,240     13.00%    $ 88,380     13.00%
US $150.0 million 13% Senior Subordinated
  Notes due 2009............................   150,000     13.00%     150,000     13.00%     150,000     13.00%
Term A Loan due 2005........................    71,875      9.22%      65,625      9.81%      63,639      6.95%
Term B Loan due 2007........................    74,813     10.04%      74,438     10.95%     108,000      8.25%
Transferable Loan Certificate due 2007......    86,782     10.04%      86,347     10.95%      64,000      8.25%
                                              --------               --------               --------
                                               474,630                470,650                474,019
Less Current Portion........................    14,120                 14,120                 15,699
                                              --------               --------               --------
                                              $460,510               $456,530               $458,320
                                              ========               ========               ========
</Table>

    In connection with the Transaction, the Company entered into a credit
facility ("Credit Facility") with The Bank of Nova Scotia, Credit Suisse First
Boston and certain other lenders providing (i) a $75,000 term loan A facility
("Term Loan A"), (ii) a $75,000 term loan B facility ("Term Loan B"), (iii) an
$87,000 transferable loan certificate ("TLC") and (iv) a revolving credit
facility with borrowings up to $30,000 ("Revolving Credit Facility"). The Credit
Facility was amended and restated on January 16, 2001 to provide for an
additional $50,000 in borrowings in connection with the acquisition of Weighco
(see Note 3) as follows: (i) Term Loan A was increased by $15,000, (ii) the
Revolving Credit Facility was increased by $15,000 to $45,000 and (iii) a new
$20,000 term loan D facility ("Term Loan D"). On December 21, 2001, the Amended
and Restated Credit Facility dated January 16, 2001 was refinanced as follows:
(i) Term Loan B, Term Loan D and the TLC in the amount of $71,000, $19,000 and
$82,000, respectively were repaid and replaced with a new Term Loan B of
$108,000 and a new TLC of $64,000. No additional borrowings were incurred.
Borrowings under the Credit Facility are paid quarterly and bear interest at a
rate equal to LIBOR plus (a) in the case of Term Loan A and the Revolving Credit
Facility, 1.75% or, at the Company's option, the alternate base rate, as
defined, plus 0.75% and, (b) in the case of Term Loan B and the TLC, 2.50% or,
at the Company's option, the alternate base rate plus 1.50%. At December 29,
2001, the interest rates were 3.73% for Term Loan A, 4.40% for Term Loan B, and
4.43% for the TLC. All assets of the Company collateralize the Credit Facility.

    In addition, as part of the Transaction, the Company issued $150,000 USD
denominated and E100,000 EUR denominated principal amount of 13% Senior
Subordinated Notes due 2009 (the "Notes") to qualified institutional buyers. At
December 29, 2001, the E100,000 EUR notes translated into $88,380 USD
denominated equivalent. The impact of the change in foreign exchange rates
related to euro denominated debt is reflected in the income statement. Interest
is payable on the Notes semi-annually on April 1 and October 1 of each year. The
Company uses interest rate swaps and foreign currency forward contracts in
association with its debt. The Notes are uncollateralized senior subordinated
obligations of the Company, subordinated in right of payment to all existing and
future senior indebtedness of the Company, including the Credit Facility. The
notes are guaranteed by certain subsidiaries of the Company.

                                      F-14
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5. LONG-TERM DEBT (CONTINUED)
    The Credit Facility contains a number of covenants that, among other things,
restrict the Company's ability to dispose of assets, incur additional
indebtedness, or engage in certain transactions with affiliates and otherwise
restrict the Company's corporate activities. In addition, under the Credit
Facility, the Company is required to comply with specified financial ratios and
tests, including minimum fixed charge coverage and interest coverage ratios and
maximum leverage ratios.

    The aggregate amounts of existing long-term debt maturing in each of the
next five years and thereafter are as follows:

<Table>
<S>                                                           <C>
2002........................................................  $ 15,699
2003........................................................    20,161
2004........................................................    17,630
2005........................................................    17,029
2006........................................................     1,720
2007 and thereafter.........................................   401,780
                                                              --------
                                                              $474,019
                                                              ========
</Table>

6. REDEEMABLE PREFERRED STOCK

    The Company issued one million shares of Series A Preferred Stock in
conjunction with the Transaction. Holders of the Series A Preferred Stock are
entitled to receive dividends at an annual rate of 6% payable annually in
arrears. The liquidation preference of the Series A Preferred Stock is $25 per
share. If there is a liquidation, dissolution or winding up, the holders of
shares of Series A Preferred Stock are entitled to be paid out of the Company
assets available for distribution to shareholders an amount in cash equal to the
$25 liquidation preference per share plus all accrued and unpaid dividends prior
to the distribution of any assets to holders of shares of common stock.

    Except as required by law, the holders of the preferred stock have no voting
rights with respect to their shares of preferred stock, except that (1) the
approval of holders of a majority of the outstanding shares of preferred stock,
voting as a class, is required to amend, repeal or change any of the provisions
of the Company's certificate of incorporation in any manner that would alter or
change the powers, preferences or special rights of the shares of preferred
stock in a way that would affect them adversely and (2) the consent of each
holder of Series A Preferred Stock is required for any amendment that reduces
the dividend payable on or the liquidation value of the Series A Preferred
Stock.

7. TREASURY STOCK

    On April 18, 2001, the Company entered into a Put/Call Agreement with Heinz,
pursuant to which Heinz acquired the right and option to sell during the period
ending on or before May 15, 2002, and the Company acquired the right and option
to purchase after that date and on or before August 15, 2002, 6,719 shares of
the common stock of the Company owned by Heinz. Under this agreement, during the
fiscal year ended December 29, 2001, Heinz sold all of its shares to the Company
at fair value for an aggregate purchase price of $27,132, which was funded with
cash from operations. Heinz no longer holds any common stock of the Company.

                                      F-15
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8. EARNINGS PER SHARE

    Basic earnings per share ("EPS") computations are calculated utilizing the
weighed average number of common shares outstanding during the periods
presented. Diluted EPS includes the weighted average number of common shares
outstanding and the effect of common stock equivalents. The following table sets
forth the computation of basic and diluted EPS.

<Table>
<Caption>
                                                                          EIGHT MONTHS
                                                                             ENDED
                                                  APRIL 24,   APRIL 29,   DECEMBER 30,   DECEMBER 29,
                                                    1999        2000          2000           2001
                                                  ---------   ---------   ------------   ------------
<S>                                               <C>         <C>         <C>            <C>
Numerator:
  Net income....................................  $ 47,982    $ 37,759      $ 15,019       $147,187
  Preferred stock dividends.....................        --         875         1,000          1,500
                                                  --------    --------      --------       --------
    Numerator for basic and diluted EPS-income
      available to common shareholders..........  $ 47,982    $ 36,884      $ 14,019       $145,687
                                                  ========    ========      ========       ========
    Numerator for basic and diluted EPS-
      extraordinary item, net of taxes..........  $     --    $     --      $     --       $  2,875
                                                  ========    ========      ========       ========
    Numerator for basic and diluted EPS-income
      before extraordinary item.................  $ 47,982    $ 36,884      $ 14,019       $148,562
                                                  ========    ========      ========       ========
Denominator:
    Denominator for basic EPS-weighted-average
      shares....................................   276,430     182,206       111,988        108,676
    Effect of dilutive securities:
      Stock options.............................        --          --           183          2,299
                                                  --------    --------      --------       --------
    Denominator for diluted EPS-weighted-average
      shares....................................   276,430     182,206       112,171        110,975
                                                  ========    ========      ========       ========
EPS:
    Basic EPS:
    Income before extraordinary item............  $   0.17    $   0.20      $   0.13       $   1.37
    Extraordinary item, net of taxes............        --          --            --          (0.03)
                                                  --------    --------      --------       --------
        Net income..............................  $   0.17    $   0.20      $   0.13       $   1.34
                                                  ========    ========      ========       ========
    Diluted EPS:
      Income before extraordinary item..........  $   0.17    $   0.20      $   0.13       $   1.34
      Extraordinary item, net of taxes..........        --          --            --          (0.03)
                                                  --------    --------      --------       --------
        Net income..............................  $   0.17    $   0.20      $   0.13       $   1.31
                                                  ========    ========      ========       ========
</Table>

9. STOCK PLANS

WEIGHT WATCHERS INCENTIVE COMPENSATION PLANS:

    On December 16, 1999, the board of directors adopted the 1999 Stock Purchase
and Option Plan of Weight Watchers International, Inc. and Subsidiaries (the
"Plan"). The Plan is designed to promote the long-term financial interests and
growth of the Company and its subsidiaries by attracting and

                                      F-16
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

9. STOCK PLANS (CONTINUED)
retaining management with the ability to contribute to the success of the
business. The Plan is to be administered by the board of directors or a
committee thereof.

    Under the stock purchase component of the plan discussed above, 1,639 shares
of common stock were sold to 45 members of the Company's management group at a
price of $2.13 to $4.04 per share.

    Under the option component of the Plan, grants may take the following forms
in the committee's sole discretion: Incentive Stock Options, Other Stock Options
(other than incentive options), Stock Appreciation Rights, Restricted Stock,
Purchase Stock, Dividend Equivalent Rights, Performance Units, Performance
Shares and Other Stock--Based Grants. The maximum number of shares available for
grant under this plan was 5,647 shares of authorized common stock as of the
effective date of the Plan. In 2001, the number of shares available for grant
was increased to 7,058 shares.

    Pursuant to the option component of the Plan, the board of directors
authorized the Company to enter into agreements under which certain members of
management received Non-Qualified Time and Performance Stock Options providing
them the opportunity to purchase shares of the Company's common stock at an
exercise price of $2.13 to $4.04. The options are exercisable based on the terms
outlined in the agreement. The exercise price was equivalent to the fair market
value at the date of grant.

    The fair value of each option is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions:

<Table>
<Caption>
                                                                       EIGHT MONTHS
                                                                           ENDED
                                                          APRIL 29,    DECEMBER 30,    DECEMBER 29,
                                                             2000          2000            2001
                                                          ----------   -------------   -------------
<S>                                                       <C>          <C>             <C>
Dividend yield..........................................      0%            0%              0%
Volatility..............................................      0%            0%            34.6%
Risk-free interest rate.................................  6.5%-6.7%      5.9%-6.3%      5.1%-5.4%
Expected term (years)...................................      10            10             7.5
</Table>

                                      F-17
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

9. STOCK PLANS (CONTINUED)
    A summary of the Company's stock option activity is as follows:

<Table>
<Caption>
                                        FISCAL YEAR ENDED            EIGHT MONTHS ENDED           FISCAL YEAR ENDED
                                          APRIL 29, 2000             DECEMBER 30, 2000            DECEMBER 29, 2001
                                    --------------------------   --------------------------   --------------------------
                                                   WEIGHTED                     WEIGHTED                     WEIGHTED
                                    NUMBER OF      AVERAGE       NUMBER OF      AVERAGE       NUMBER OF      AVERAGE
                                     SHARES     EXERCISE PRICE    SHARES     EXERCISE PRICE    SHARES     EXERCISE PRICE
                                    ---------   --------------   ---------   --------------   ---------   --------------
<S>                                 <C>         <C>              <C>         <C>              <C>         <C>
Options outstanding,
  Beginning of year...............       --          $  --         4,934          $2.13         5,301          $2.13
  Granted.........................    4,934          $2.13           494          $2.13           731          $3.89
  Exercised.......................       --          $  --            --          $  --           (93)         $2.13
  Cancelled.......................       --          $  --          (127)         $2.13          (268)         $2.13
                                     ------                        -----                        -----
Options outstanding, end of
  year............................    4,934          $2.13         5,301          $2.13         5,671          $2.35
Options exercisable, end of
  year............................      164          $2.13         1,325          $2.13         2,479          $2.19
Options available for grant, end
  of year.........................      713                          346                        1,387
Weighted-average fair value of
  options granted during the
  year............................                   $1.03                        $0.98                        $1.89
</Table>

    The weighted average remaining contractual life of options outstanding at
April 29, 2000, December 30, 2000 and December 29, 2001 was 9.5, 8.9 and
8.3 years, respectively.

WEIGHTWATCHERS.COM STOCK INCENTIVE PLAN OF WEIGHT WATCHERS INTERNATIONAL, INC.
  AND SUBSIDIARIES:

    In April 2000, the board of directors adopted the WeightWatchers.com Stock
Incentive Plan of Weight Watchers International, Inc. and Subsidiaries, pursuant
to which selected employees were granted options to purchase shares of common
stock of WeightWatchers.com, Inc. that are owned by the Company. The number of
shares available for grant under this plan is 400 shares of authorized common
stock of WeightWatchers.com, Inc. All options vest over a period of time,
however, vesting of certain options may be accelerated if the Company achieves
specified performance levels.

    The fair value of each option is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions:

<Table>
<Caption>
                                                      FISCAL
                                                       YEAR      EIGHT MONTHS   FISCAL YEAR
                                                       ENDED        ENDED          ENDED
                                                     APRIL 29,   DECEMBER 30,   DECEMBER 29,
                                                       2000          2000           2001
                                                     ---------   ------------   ------------
<S>                                                  <C>         <C>            <C>
Dividend yield.....................................     0%            0%            0%
Volatility.........................................     0%            0%            0%
Risk-free interest rate............................    6.5%       5.9%-6.3%      5.1%-5.4%
Expected term (years)..............................     10            10            10
</Table>

                                      F-18
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

9. STOCK PLANS (CONTINUED)
    A summary of the Company's stock option activity is as follows:

<Table>
<Caption>
                                        FISCAL YEAR ENDED            EIGHT MONTHS ENDED           FISCAL YEAR ENDED
                                          APRIL 29, 2000             DECEMBER 30, 2000            DECEMBER 29, 2001
                                    --------------------------   --------------------------   --------------------------
                                                   WEIGHTED                     WEIGHTED                     WEIGHTED
                                    NUMBER OF      AVERAGE       NUMBER OF      AVERAGE       NUMBER OF      AVERAGE
                                     SHARES     EXERCISE PRICE    SHARES     EXERCISE PRICE    SHARES     EXERCISE PRICE
                                    ---------   --------------   ---------   --------------   ---------   --------------
<S>                                 <C>         <C>              <C>         <C>              <C>         <C>
Options outstanding,
  Beginning of year...............      --           $  --           159          $0.50          173           $0.50
    Granted.......................     159           $0.50            14          $0.50           --           $  --
    Exercised.....................      --           $  --            --          $  --           --           $  --
    Cancelled.....................      --           $  --            --          $  --           (9)          $0.50
                                       ---                         -----                         ---
Options outstanding, end of
  year............................     159           $0.50           173          $0.50          164           $0.50
Options exercisable, end of
  year............................      --           $0.50            43          $0.50           84           $0.50
Options available for grant, end
  of year.........................     241                           227                         236
Weighted-average fair value of
  options granted during the
  year............................                   $0.16                        $0.23                        $  --
</Table>

    The weighted average remaining contractual life of options outstanding at
April 29, 2000, December 30, 2000 and December 29, 2001 was 10, 9.3 and
8.3 years, respectively.

    The pro forma effect of SFAS No. 123 on the Company's financial statements
would have been as follows under the 1999 Stock Purchase and Option Plan of
Weight Watchers International, Inc. and Subsidiaries and the WeightWatchers.com
Stock Incentive Plan of Weight Watchers International, Inc. and Subsidiaries:

<Table>
<Caption>
                                                                           EIGHT
                                                          FISCAL YEAR      MONTHS      FISCAL YEAR
                                                             ENDED         ENDED          ENDED
                                                           APRIL 29,    DECEMBER 30,   DECEMBER 29,
                                                             2000           2000           2001
                                                          -----------   ------------   ------------
<S>                                                       <C>           <C>            <C>
Net Income:
  As reported...........................................    $37,759        $15,019       $147,187
  Pro forma.............................................    $37,170        $14,984       $146,629
EPS:
  As reported...........................................    $  0.20        $  0.13       $   1.34
  Pro forma.............................................    $  0.20        $  0.12       $   1.34
</Table>

HEINZ INCENTIVE COMPENSATION PLANS--PRIOR TO THE TRANSACTION:

    Certain qualifying employees of the Company were granted options to purchase
Heinz common stock under Heinz's stock option plans. These options under the
Plan have been granted at not less than market prices on the date of grant.
Stock options granted have a maximum term of ten years. Vesting occurs from one
to three years after the date of grant. Beginning in fiscal 1998, in order to
place greater emphasis on creation of shareholder value, performance-accelerated
stock options were granted to certain key executives. These options vest eight
years after the grant date, subject to acceleration if predetermined share price
goals are achieved.

                                      F-19
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

9. STOCK PLANS (CONTINUED)
    The pro forma effect of SFAS No. 123 on the Company's financial statements
would have been as follows:

<Table>
<Caption>
                                                              APRIL 24,
                                                                1999
                                                              ---------
<S>                                                           <C>
Net Income:
  As reported...............................................   $47,982
  Pro forma.................................................    47,621
EPS:
  As reported...............................................   $  0.17
  Pro forma.................................................   $  0.17
</Table>

    The fair value of each option is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions:

<Table>
<Caption>
                                                              APRIL 24,
                                                                1999
                                                              ---------
<S>                                                           <C>
Dividend yield..............................................     2.5%
Volatility..................................................    22.0%
Risk-free interest rate.....................................     5.1%
Expected term (years).......................................       5
</Table>

10. INCOME TAXES

    The following tables summarizes the provision (benefit) for U.S. federal,
state and foreign taxes on income:

<Table>
<Caption>
                                                                            EIGHT MONTHS
                                    FISCAL YEAR ENDED   FISCAL YEAR ENDED      ENDED       FISCAL YEAR ENDED
                                        APRIL 24,           APRIL 29,       DECEMBER 30,     DECEMBER 29,
                                          1999                2000              2000             2001
                                    -----------------   -----------------   ------------   -----------------
<S>                                 <C>                 <C>                 <C>            <C>
Current:
  U.S federal.....................       $11,997             $ 5,727           $  234           $ 27,550
  State...........................         3,247               2,464              200              7,203
  Foreign.........................        11,837              11,591            5,319             11,394
                                         -------             -------           ------           --------
                                         $27,081             $19,782           $5,753           $ 46,147
                                         -------             -------           ------           --------
Deferred:
  U.S federal.....................       $ 6,368             $ 7,800           $   --           $(59,665)
  State...........................           312                 368               --             (5,494)
  Foreign.........................         2,599                 373              104             (4,186)
                                         -------             -------           ------           --------
                                         $ 9,279             $ 8,541           $  104           $(69,345)
                                         -------             -------           ------           --------
Total tax provision (benefit).....       $36,360             $28,323           $5,857           $(23,198)
                                         =======             =======           ======           ========
</Table>

    The components of income before income taxes, minority interest and
extraordinary item consist of the following:

                                      F-20
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

10. INCOME TAXES (CONTINUED)

<Table>
<Caption>
                                                                         EIGHT MONTHS
                                 FISCAL YEAR ENDED   FISCAL YEAR ENDED       ENDED       FISCAL YEAR ENDED
                                     APRIL 24,           APRIL 29,       DECEMBER 30,      DECEMBER 29,
                                       1999                2000              2000              2001
                                 -----------------   -----------------   -------------   -----------------
<S>                              <C>                 <C>                 <C>             <C>
Domestic.......................       $48,199             $33,538           $ 9,399           $ 92,903
Foreign........................        37,636              33,378            11,624             34,068
                                      -------             -------           -------           --------
                                      $85,835             $66,916           $21,023           $126,971
                                      =======             =======           =======           ========
</Table>

    The difference between the U.S. federal statutory tax rate and the Company's
consolidated effective tax rate are as follows:

<Table>
<Caption>
                                                                         EIGHT MONTHS
                                 FISCAL YEAR ENDED   FISCAL YEAR ENDED       ENDED       FISCAL YEAR ENDED
                                     APRIL 24,           APRIL 29,       DECEMBER 30,      DECEMBER 29,
                                       1999                2000              2000              2001
                                 -----------------   -----------------   -------------   -----------------
<S>                              <C>                 <C>                 <C>             <C>
U.S. federal statutory rate....         35.0%               35.0%             35.0%             35.0%
Foreign income taxes...........          3.5                 1.7               4.0               0.8
States' income taxes (net of
  federal benefit).............          2.7                 2.6               0.6               0.9
Goodwill amortization..........          0.8                 0.4               1.0               0.2
Other..........................          0.4                 2.6               1.3              (1.6)
Valuation allowance............           --                  --             (14.0)            (53.6)
                                        ----                ----             -----             -----
Effective tax rate.............         42.4%               42.3%             27.9%            (18.3%)
                                        ====                ====             =====             =====
</Table>

    The deferred tax assets and deferred tax (liabilities) recorded on the
balance sheet are as follows:

<Table>
<Caption>
                                                             APRIL 29,   DECEMBER 30,   DECEMBER 29,
                                                               2000          2000           2001
                                                             ---------   ------------   ------------
<S>                                                          <C>         <C>            <C>
Depreciation/amortization..................................   $   304      $    333       $    509
Provision for estimated expenses...........................     1,771         2,702          1,756
Operating loss carryforwards...............................     4,369           953          4,186
Transaction expenses.......................................     2,933            --             --
WW.com advance.............................................        --         6,513         12,765
Other......................................................       216           143            411
Amortization...............................................   135,329       139,642        129,837
Less: Valuation allowance..................................   (71,979)      (71,903)            --
                                                              -------      --------       --------
Total deferred tax assets..................................   $72,943      $ 78,383       $149,464
                                                              =======      ========       ========
Transaction expenses.......................................   $    --      $ (4,374)      $ (2,266)
Deferred income............................................    (4,985)       (5,764)        (5,799)
Other......................................................    (3,231)       (3,497)        (3,514)
                                                              -------      --------       --------
Total deferred tax liabilities.............................   $(8,216)     $(13,635)      $(11,579)
                                                              =======      ========       ========
Net deferred tax assets....................................   $64,727      $ 64,748       $137,885
                                                              =======      ========       ========
</Table>

                                      F-21
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

10. INCOME TAXES (CONTINUED)
    On September 29, 1999, the Company effected a recapitalization and stock
purchase agreement (the "Transaction") with its former parent, Heinz. For U.S.
tax purposes, the Transaction was treated as a taxable sale under IRC
section 338(h)(10), resulting in a step-up in the tax basis of net assets and
recognition of a deferred tax asset in the amount of $144,200. At the time of
the Transaction, the Company determined that it was more likely than not that a
portion of the deferred tax asset would not be utilized. Therefore, a valuation
allowance of $72,100 was established against the corresponding deferred tax
asset. Based on the Company's performance since the Transaction, the Company
determined that the valuation allowance is no longer required. Accordingly, the
provision for taxes for the fiscal year ended December 29, 2001 includes a
one-time reversal (credit) of the remaining balance of the valuation allowance
of $71,903 related to the Transaction.

    As of December 29, 2001, various foreign subsidiaries of the Company had net
operating loss carry forwards of approximately $13,953, which can be carried
forward indefinitely.

    As of December 29, 2001, the Company's undistributed earnings of foreign
subsidiaries are no longer considered to be reinvested permanently. The Company
will record a deferred tax liability or asset, if any, based on the expected
type of taxable or deductible amounts in future years, taking into account any
related foreign tax credits and withholding taxes. No deferred tax liability or
asset was required to be recorded for undistributed earnings of foreign
subsidiaries as of December 29, 2001.

                                      F-22
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

11. RELATED PARTY TRANSACTIONS

WEIGHTWATCHERS.COM:

    On September 29, 1999, the Company entered into a subscription agreement
with WeightWatchers.com, Artal and Heinz under which Artal, Heinz and the
Company purchased common stock of WeightWatchers.com for a nominal amount. The
Company owns approximately 19.8% of WeightWatchers.com's common stock while
Artal owns approximately 72.2% of WeightWatchers.com's common stock. The Company
accounts for its investment in Weighwatchers.com under the equity method of
accounting.

    Under warrant agreements dated November 24, 1999, October 1, 2000, May 3,
2001, and September 10, 2001, the Company has received warrants to purchase an
additional 6,395 shares of WeightWatchers.com's common stock in connection with
the advances that the Company has made to WeightWatchers.com under the note
described below. These warrants will expire from November 24, 2009 to
September 10, 2011 and may be exercised at a price of $7.14 per share of
WeightWatchers.com's common stock until their expiration. The exercise price and
the number of shares of WeightWatchers.com's common stock available for purchase
upon exercise of the warrants may be adjusted from time to time upon the
occurrence of certain events.

    On October 1, 2000, the Company amended its loan agreement with
WeightWatchers.com, increasing the aggregate principal amount from $10,000 to
$23,500. On that date, the unpaid principal and accumulated interest was rolled
over into the new loan. The Company further amended the agreement on May 3, 2001
and again on September 10, 2001, increasing the aggregate amount to $28,500 and
$34,500, respectively. The principal amount may be advanced at any time or from
time to time prior to July 31, 2003. The note bears interest at 13% per year,
beginning on January 1, 2002, which interest shall be paid semi-annually
starting on March 31, 2002. All principal outstanding under this note will be
payable in six semi-annual installments, starting on March 31, 2004. The note
may be prepaid at any time in whole or in part, without penalty. During the
fiscal year ended April 29, 2000, the eight months ended December 30, 2000, and
the fiscal year ended December 29, 2001, the Company advanced WeightWatchers.com
$2,000, $14,800 and $17,400, respectively. As WeightWatchers.com is an equity
investee, and the Company has been the only entity providing funding through
fiscal year 2001, the Company reduced its loan receivable balances by all of
WeightWatchers.com's losses. The remaining loan balances have been reviewed for
impairment. As a result of such review, the Company has recorded a full
valuation allowance against the remaining loan balances.

    The Company has guaranteed the performance of WeightWatchers.com's lease of
its office space at 888 Seventh Avenue, New York, New York. The annual rent is
$459 plus increases for operating expenses and real estate taxes. The lease
expires in September 2003.

NELLSON AGREEMENT:

    On November 30, 1999, the Company entered into an agreement with Nellson
Neutraceutical, Inc. ("Nellson"), a wholly-owned subsidiary of Artal, to
purchase nutrition bar products manufactured by Nellson for sale at the
Company's meetings. Under the agreement, Nellson agrees to produce sufficient
nutrition bar products to fill the Company's purchase orders within 30 days of
receipt. The Company is not bound to purchase a minimum quantity of nutrition
bar products. The term of the agreement runs

                                      F-23
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

11. RELATED PARTY TRANSACTIONS (CONTINUED)
through December 31, 2004, and the Company has the option to renew the agreement
for successive one-year periods by providing written notice to Nellson.
Management believes the provisions of the agreement are comparable to those the
Company would receive from a third party. Total purchases from Nellson for the
fiscal year ended April 29, 2000, the eight months ended December 30, 2000, and
the fiscal year ended December 29, 2001 were $4,301, $4,936 and $18,706,
respectively.

MANAGEMENT AGREEMENT:

    Simultaneously with the closing of the Company's acquisition by Artal, the
Company entered into a management agreement with The Invus Group, Ltd.
("Invus"), the independent investment advisor to Artal. Under this agreement,
Invus provides the Company with management, consulting and other services in
exchange for an annual fee equal to the greater of $1,000 or one percent of the
Company's EBITDA (as defined in the indentures relating to the Company's senior
subordinated notes), plus any related out-of-pocket expenses. This agreement is
terminable at the option of Invus at any time or by the Company at any time
after Artal owns less than a majority of the Company's voting stock.
Administrative expenses for the fiscal year ended April 29, 2000, the eight
months ended December 30, 2000 and the fiscal year ended December 29, 2001 were
$583, $683 and $1,926, respectively.

HEINZ LICENSING AGREEMENT:

    At the closing of the Transaction, the Company granted to Heinz an exclusive
worldwide, royalty-free license to use custodial trademarks (or any portion
covering food and beverage products) in connection with Heinz licensed products.
Heinz will pay the Company an annual fee of $1,200 for five years in exchange
for the Company serving as the custodian of the custodial trademarks.

PRIOR TO THE TRANSACTION:

    Certain of Heinz' general and administrative expenses were allocated to the
Company. Total costs allocated include charges for salaries of corporate
officers and staff and other Heinz corporate overhead. Total costs charged to
the Company for these services were $2,156 and $1,000 for the fiscal years ended
April 24, 1999 and April 29, 2000, respectively.

    In addition, Heinz charged the Company for its share of group health
insurance costs for eligible Company employees based upon location specific
costs, overall insurance costs and loss experience incurred during a calendar
year. In addition, various other insurance coverages were also provided to the
Company through Heinz' consolidated programs. Workers compensation, auto,
property, product liability and other insurance coverages are charged directly
based on the Company's loss experience. Amounts charged to the Company for
insurance costs were $4,339 and $3,800 for the fiscal years ended April 24, 1999
and April 29, 2000, respectively, and are recorded in selling, general and
administrative expenses in the accompanying statements of operations.

    Total costs charged to the Company by Heinz for other miscellaneous services
were $520 and $93 for the fiscal years ended April 24, 1999 and April 29, 2000,
respectively, and were recorded in selling, general and administrative expenses
in the accompanying statement of operations.

    The Company maintained a cash management arrangement with Heinz. On a daily
basis, all available domestic cash was deposited and disbursements were
withdrawn. Heinz charged the Company

                                      F-24
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

11. RELATED PARTY TRANSACTIONS (CONTINUED)
interest on the average daily balance maintained in an intercompany account. Net
interest expense related to this arrangement included in the statements of
operations was $3,081 and $1,700 for the fiscal years ended April 24, 1999 and
April 29, 2000, respectively. The interest rate charged to or received by the
Company was 6.25% in the fiscal year ended April 24, 1999 and 5.5% in the fiscal
year ended April 29, 2000.

    Substantially all of the due from related parties of $133,783 at April 24,
1999 represents a note receivable from an affiliate of Heinz which was repaid in
June 1999. Interest income reflected in the statements of operations related to
this note receivable was $10,000 for the fiscal year ended April 24, 1999. The
interest rate charged by the Company was LIBOR plus 25 basis points.

    Short-term borrowings due to an affiliate of Heinz of $16,250 at April 24,
1999 represented a note payable due April 28, 1999. Interest expense related to
the note payable was $1,000 for the fiscal year ended April 24, 1999 and $35 for
the fiscal year ended April 29, 2000.

    Pension costs and postretirement costs were also charged to the Company
based upon eligible employees participating in the Plans.

12. EMPLOYEE BENEFIT PLANS

WEIGHT WATCHERS SPONSORED PLANS:

    Effective September 29, 1999, the net assets of the Heinz sponsored employee
savings plan were transferred to the Weight Watchers sponsored plan upon
execution of the Transaction. The Company sponsors the Weight Watchers Savings
Plan (the "Savings Plan") for salaried and hourly employees. The Savings Plan is
a defined contribution plan which provides for employer matching contributions
up to 100% of the first 3% of an employee's eligible compensation. The Savings
Plan also permits employees to contribute between 1% and 13% of eligible
compensation on a pre-tax basis. Company contributions for the fiscal year ended
April 29, 2000, the eight months ended December 30, 2000 and the fiscal year
ended December 29, 2001 were $316, $433 and $823, respectively.

    The Company sponsors the Weight Watchers Profit Sharing Plan (the "Profit
Sharing Plan") for all full-time salaried employees who are eligible to
participate in the Savings Plan (except for certain senior management
personnel). The Profit Sharing Plan provides for a guaranteed monthly employer
contribution on behalf of each participant based on the participant's age and a
percentage of the participant's eligible compensation. The Profit Sharing Plan
has a supplemental employer contribution component, based on the Company's
achievement of certain annual performance targets, which are determined annually
by the Company's board of directors. The Company also reserves the right to make
additional discretionary contributions to the Profit Sharing Plan.

    For certain senior management personnel, the Company sponsors the Weight
Watchers Executive Profit Sharing Plan. Under the Internal Revenue Service
("IRS") definition, this plan is considered a Nonqualified Deferred Compensation
Plan. There is a promise of payment by the Company made on the employees' behalf
instead of an individual account with a cash balance. The account is valued at
the end of each fiscal month, based on an annualized interest rate of prime plus
2%, with an annualized cap of 15%.

                                      F-25
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

12. EMPLOYEE BENEFIT PLANS (CONTINUED)
    The Company is currently applying for a determination letter to qualify the
Savings Plan under Section 401(a) of the IRS Code. It is the Company's opinion
that the IRS will issue a favorable determination letter as to the qualified
status of the Savings Plan.

HEINZ SPONSORED PLANS--PRIOR TO THE TRANSACTION:

    Domestic employees participated in certain defined pension plans, a defined
contribution 401(k) savings plan and, for employees affected by certain IRS
limits, a section 415 Excess Plan, all of which are sponsored by Heinz. The
Company also provided post-retirement health care and life insurance benefits
for employees who meet the eligibility requirements of the Heinz plans. Retirees
share in the cost of these benefits based on age and years of service.

    Company contributions to the Heinz Savings Plan include a qualified
age-related contribution and a matching of the employee's contribution, up to a
specified amount.

    The following amounts were included in the Company's results of operations:

<Table>
<Caption>
                                                             APRIL 24,   APRIL 29,
                                                               1999        2000
                                                             ---------   ---------
<S>                                                          <C>         <C>
Defined Benefit Pension Plans..............................   $1,456       $ 421
Defined Benefit Postretirement Medical.....................   $  577       $ 253
Savings Plan...............................................   $2,170       $ 994
</Table>

    In addition, foreign employees participated in certain Company sponsored
pension plans and such charges, which are included in the results of operations,
were not material.

13. RESTRUCTURING CHARGES

    During the fourth quarter of fiscal 1997, the Company announced a
reorganization and restructuring program. The reorganization plan was designed
to strengthen the Company's classroom business and improve profitability and
global growth.

    Charges related to the restructuring were recognized to reflect the exit
from the Personal Cuisine Food Option in United States company-owned locations,
the relocation of classes from certain fixed retail outlets to traveling
locations, and other initiatives involving the exit of certain under-performing
business and product lines.

    Restructuring and related costs recorded in fiscal 1997 totaled $51,694
pretax. Pretax charges of $49,700 were classified as classroom operating
expenses and $1,994 as selling, general and

                                      F-26
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

13. RESTRUCTURING CHARGES (CONTINUED)
administrative expenses. The major components of the fiscal 1997 charges and the
remaining accrual balances were as follows:

<Table>
<Caption>
                                                       EMPLOYEE            EXIT COSTS
                                                      TERMINATION   -------------------------
                                         NON-CASH         AND       ACCRUED
                                           ASSET       SEVERANCE      EXIT     IMPLEMENTATION
                                        WRITE-DOWNS      COSTS       COSTS         COSTS         TOTAL
                                        -----------   -----------   --------   --------------   --------
<S>                                     <C>           <C>           <C>        <C>              <C>
Initial charge--1997..................    $ 27,402      $ 4,723     $19,569             --      $ 51,694
Amounts utilized--1997................     (27,402)        (339)        (46)            --       (27,787)
                                          --------      -------     -------        -------      --------
Accrued restructuring costs--April 26,
  1997................................          --        4,384      19,523             --        23,907
Implementation costs--1998............          --           --          --        $   999           999
Amounts utilized--1998................          --       (3,709)     (8,553)          (999)      (13,261)
                                          --------      -------     -------        -------      --------
Accrued restructuring costs--April 25,
  1998................................          --          675      10,970             --        11,645
Implementation costs--1999............          --           --          --             32            32
Amounts utilized--1999................          --         (186)     (3,769)           (32)       (3,987)
                                          --------      -------     -------        -------      --------
Accrued restructuring costs--April 24,
  1999................................          --          489       7,201             --         7,690
Amounts utilized--2000................          --           --      (2,904)            --        (2,904)
                                          --------      -------     -------        -------      --------
Accrued restructuring costs--April 29,
  2000................................          --          489       4,297             --         4,786
Amounts utilized--April 30 -
  December 30, 2000...................          --         (489)     (1,812)            --        (2,301)
                                          --------      -------     -------        -------      --------
Accrued restructuring costs--
  December 30, 2000...................          --           --       2,485             --         2,485
Amounts utilized--2001................          --           --      (2,202)            --        (2,202)
                                          --------      -------     -------        -------      --------
Accrued restructuring costs--
  December 29, 2001...................    $     --      $    --     $   283        $    --      $    283
                                          ========      =======     =======        =======      ========
</Table>

    Asset write-downs of $16,900 consisted primarily of fixed assets and other
long-term asset impairments that were recorded as a direct result of the
Company's decision to exit businesses or facilities. Such assets were written
down based on management's estimate of fair value. Write-downs of $10,502 were
also recognized for estimated losses from disposals of classroom inventories,
packaging materials and other assets related to product line rationalizations
and process changes as a direct result of the Company's decision to exit
businesses or facilities.

    Employee severance costs include charges related to both voluntary
terminations and involuntary terminations. As part of the voluntary termination
agreements, enhanced retirement benefits were offered to the affected employees.
These amounts were included in the Employee Termination and Severance costs
component of the restructuring charge.

    Exit costs consist primarily of contract and lease termination costs
associated with the Company's decision to exit the activities described above.
The remaining accrued exit costs will be utilized in 2002.

                                      F-27
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

14. CASH FLOW INFORMATION

<Table>
<Caption>
                                                 FISCAL YEAR   FISCAL YEAR   EIGHT MONTHS   FISCAL YEAR
                                                    ENDED         ENDED         ENDED          ENDED
                                                  APRIL 24,     APRIL 29,    DECEMBER 30,   DECEMBER 29,
                                                    1999          2000           2000           2001
                                                 -----------   -----------   ------------   ------------
<S>                                              <C>           <C>           <C>            <C>
Net cash paid during the year for:
  Interest expense.............................    $2,748        $31,402        $31,639       $54,556
  Income taxes.................................    $5,380        $13,601        $ 8,405       $39,474
Noncash investing and financing activities were
  as follows:
  Deferred tax asset recorded as a component of
    shareholders' deficit in conjunction with
    the recapitalization of the Company........        --        $72,100             --            --
  Redeemable preferred stock issued to Heinz...        --        $25,875             --            --
  Reduction of existing receivable in
    connection with the acquisition of minority
    interest...................................        --             --        $ 1,124            --
  Fair value of assets acquired in connection
    with the acquisitions of Weighco and Weight
    Watchers of Oregon.........................        --             --             --       $ 3,709
  Liabilities incurred in connection with the
    public equity offering.....................        --             --             --       $ 1,950
  Liability incurred in connection with a
    noncompete agreement.......................        --             --             --       $ 1,200
</Table>

15. COMMITMENTS AND CONTINGENCIES

LEGAL:

    Due to the nature of its activities, the Company is, at times, subject to
pending and threatened legal actions which arise during the normal course of
business. In the opinion of management, based in part upon advice of legal
counsel, the disposition of such matters is not expected to have a material
effect on the Company's results of operations or financial condition.

LEASE COMMITMENTS:

    Minimum rental commitments under non-cancelable operating leases, primarily
for office and rental facilities at December 29, 2001, consist of the following:

<Table>
<S>                                                           <C>
2002........................................................  $13,000
2003........................................................    9,056
2004........................................................    5,913
2005........................................................    3,891
2006........................................................    2,424
2007 and thereafter.........................................   15,882
                                                              -------
Total.......................................................  $50,166
                                                              =======
</Table>

                                      F-28
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

15. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    Total rent expense charged to operations under these leases for the fiscal
years ended April 24, 1999 and April 29, 2000, the eight months ended
December 30, 2000, and the fiscal year ended December 29, 2001 was $11,000,
$12,300, $8,155 and $14,818, respectively.

REPURCHASE AGREEMENTS:

    The Company is a party to a repurchase agreement related to the 10% minority
interest in the classroom operation of Finland. Pursuant to this agreement, the
Company may elect or be required to repurchase the minority shareholders'
interest in this operation. If the Company repurchases the minority interest
within five years of the original sale, the repurchase price is based on the
original sales price times the increase in the consumer price index since the
date of the sale. If the Company repurchases the minority interest after five
years from the original sale, the repurchase price is based on a multiple of the
average operating income during the last three years.

FRANCHISE PROFIT SHARING FUND:

    In October 2000, the Company reached an agreement with certain franchisees
regarding the sharing of profits of prior and future product sales. The
settlement provided for a payment of approximately $3,836, to be paid out
through 2001, and releases the Company from any future obligations to the
franchisees under profit sharing arrangements dating back to 1969.

    The Company's franchise agreement with certain North American franchisees
provides for an annual franchise profit sharing distribution based upon
specified formulas. Profit sharing expense under this arrangement for the fiscal
years ended April 24, 1999, April 29, 2000 and December 29, 2001 was $750, $400
and $40, respectively.

                                      F-29
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

16. SEGMENT AND GEOGRAPHIC DATA

    The Company is engaged principally in one line of business, weight control.
The following table presents information about the Company by geographic area.
There were no material amounts of sales or transfers among geographic areas and
no material amounts of United States export sales.

<Table>
<Caption>
                                                                      EXTERNAL SALES
                                                                --------------------------
                                                  FISCAL YEAR   FISCAL YEAR   EIGHT MONTHS   FISCAL YEAR
                                                     ENDED         ENDED         ENDED          ENDED
                                                   APRIL 24,     APRIL 29,    DECEMBER 30,   DECEMBER 29,
                                                     1999          2000           2000           2001
                                                  -----------   -----------   ------------   ------------
<S>                                               <C>           <C>           <C>            <C>
United States...................................   $189,366      $207,256       $150,199       $397,434
United Kingdom..................................     76,143        90,778         55,945         97,594
Continental Europe..............................     65,119        66,524         48,306         97,421
Australia and New Zealand.......................     33,980        35,016         18,725         31,421
                                                   --------      --------       --------       --------
                                                   $364,608      $399,574       $273,175       $623,870
                                                   ========      ========       ========       ========
</Table>

<Table>
<Caption>
                                                                 LONG-LIVED ASSETS
                                                              ------------------------
                                                  APRIL 24,   APRIL 29,   DECEMBER 30,   DECEMBER 29,
                                                    1999        2000          2000           2001
                                                  ---------   ---------   ------------   ------------
<S>                                               <C>         <C>         <C>            <C>
United States...................................  $149,054    $142,675      $142,641       $230,696
United Kingdom..................................     1,198         949         2,737          2,909
Continental Europe..............................     2,422       1,973         1,914          2,025
Australia and New Zealand.......................     7,878      21,132        18,402         16,260
                                                  --------    --------      --------       --------
                                                  $160,552    $166,729      $165,694       $251,890
                                                  ========    ========      ========       ========
</Table>

17. FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS:

    The Company's significant financial instruments include cash and cash
equivalents, short and long-term debt, current and noncurrent notes receivable,
currency exchange agreements and guarantees.

    In evaluating the fair value of significant financial instruments, the
Company generally uses quoted market prices of the same or similar instruments
or calculates an estimated fair value on a discounted cash flow basis using the
rates available for instruments with the same remaining maturities. As of
December 29, 2001, the fair value of financial instruments held by the Company
approximated the recorded value. Based on the current interest rates, management
believes that the carrying amount of the Company's debt approximates fair market
value.

DERIVATIVE INSTRUMENTS AND HEDGING:

    The Company enters into forward and swap contracts to hedge transactions
denominated in foreign currencies to reduce currency risk associated with
fluctuating exchange rates. These contracts are used primarily to hedge certain
intercompany cash flows and for payments arising from some of the Company's
foreign currency denominated obligations. In addition, the Company enters into
interest rate swaps to hedge a substantial portion of its variable rate debt. As
of April 29, 2000, December 30,

                                      F-30
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

17. FINANCIAL INSTRUMENTS (CONTINUED)
2000 and December 29, 2001, the Company held currency and interest rate swap
contracts to purchase certain foreign currencies totaling $139,428, $158,090 and
$204,276, respectively. The Company also held separate currency and interest
rate swap contracts to sell foreign currencies of $138,942, $163,454 and
$207,730, respectively.

    As of December 29, 2001, losses of $1,137 ($716 net of taxes) for qualifying
hedges, were reported as a component of accumulated other comprehensive loss.
For the fiscal year ended December 29, 2001, the ineffective portion of changes
in fair values of cash flow hedges was not material. In addition, fair value
adjustments for non-qualifying hedges resulted in a reduction of net income of
$697 ($1,125 before taxes) for the fiscal year ended December 29, 2001. The
Company does not anticipate any reclassification to earnings from accumulated
other comprehensive loss within the next twelve months.

18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

    The change in the Company's fiscal year end resulted in the elimination of
the one month lag for certain foreign subsidiaries and is effective retroactive
to April 30, 2000 which results in the quarterly data presented herein to differ
from that previously reported on the July 29, 2000 and October 28, 2000
Form 10-Q's. The change from the previous Form 10-Q's for revenue is an increase
of $469 and a decrease of $6,469 for the quarters ended July 29, 2000 and
October 28, 2000, respectively. The change for operating income is an increase
of $2,374 and an increase of $2,443 for the quarters ended July 29, 2000 and
October 28, 2000, respectively. The change for net income is an increase of
$1,736 and an increase of $1,816 for the quarters ended July 29, 2000 and
October 28, 2000, respectively.

    In addition, the Company reclassified certain expenses from other expense,
net to selling, general and administrative expenses in the fourth quarter of the
fiscal year ended December 29, 2001 which resulted in the quarterly data
presented herein to differ from that reported previously on Form 10-Q's.

<Table>
<Caption>
                                                               FOR THE FISCAL QUARTERS ENDED
                                                      ------------------------------------------------
                                                      JULY 24,   OCTOBER 23,   JANUARY 22,   APRIL 29,
                                                        1999        1999          2000         2000
                                                      --------   -----------   -----------   ---------
<S>                                                   <C>        <C>           <C>           <C>
FISCAL YEAR ENDED APRIL 29, 2000
Revenues............................................  $92,174      $84,031       $90,507     $132,862
Operating income....................................  $27,669      $ 9,775       $13,922     $ 33,262
Net income..........................................  $17,095      $ 2,239       $   912     $ 17,513
Basic EPS...........................................  $  0.06      $  0.01       $  0.00     $   0.15
Diluted EPS.........................................  $  0.06      $  0.01       $  0.00     $   0.15
</Table>

                                      F-31
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (CONTINUED)

<Table>
<Caption>
                                                                 FOR THE FISCAL
                                                                 QUARTERS ENDED        TWO MONTHS
                                                             ----------------------      ENDED
                                                             JULY 29,   OCTOBER 28,   DECEMBER 30,
                                                               2000        2000           2000
                                                             --------   -----------   ------------
<S>                                                          <C>        <C>           <C>
EIGHT MONTHS ENDED DECEMBER 30, 2000
Revenues...................................................  $103,073     $107,582       $62,520
Operating income...........................................  $ 35,803     $ 26,830       $ 9,849
Net income (loss)..........................................  $ 13,705     $ 10,908       $(9,594)
Basic EPS..................................................  $   0.12     $   0.09       $ (0.09)
Diluted EPS................................................  $   0.12     $   0.09       $ (0.09)
</Table>

<Table>
<Caption>
                                                             FOR THE FISCAL QUARTERS ENDED
                                                  ---------------------------------------------------
                                                  MARCH 31,   JUNE 30,   SEPTEMBER 29,   DECEMBER 29,
                                                    2001        2001         2001            2001
                                                  ---------   --------   -------------   ------------
<S>                                               <C>         <C>        <C>             <C>
FISCAL YEAR ENDED DECEMBER 29, 2001
Revenues........................................  $171,951    $162,325     $144,064        $145,530
Operating income................................  $ 48,245    $ 57,496     $ 49,148        $ 39,800
Net income......................................  $ 23,238    $ 26,078     $ 16,118        $ 81,753
Basic EPS:
  Income before extraordinary item..............  $   0.20    $   0.23     $   0.15        $   0.80
  Extraordinary item, net of taxes..............  $     --    $     --     $     --        $  (0.03)
    Net income..................................  $   0.20    $   0.23     $   0.15        $   0.77
Diluted EPS:
  Income before extraordinary item..............  $   0.20    $   0.23     $   0.14        $   0.78
  Extraordinary item, net of taxes..............  $     --    $     --     $     --        $  (0.03)
    Net income..................................  $   0.20    $   0.23     $   0.14        $   0.75
</Table>

    Basic and diluted EPS are computed independently for each of the periods
presented. Accordingly, the sum of the quarterly EPS amounts may not agree to
the total for the year.

19. SUBSEQUENT EVENTS

ACQUISITION:

    On January 18, 2002, the Company completed the acquisition of one of its
franchisees, Weight Watchers of North Jersey, Inc., pursuant to the terms of the
Asset Purchase Agreement executed on December 31, 2001 among Weight Watchers of
North Jersey, Inc., the Company and Weight Watchers North America, Inc., a
wholly-owned subsidiary of the Company. The acquisition will be accounted for by
the purchase method of accounting. Substantially all of the purchase price in
excess of the net assets acquired will be recorded as goodwill. The purchase
price for the acquisition was $46,500. The acquisition was financed through
additional borrowings pursuant to the Company's Amended and Restated Credit
Agreement, dated December 21, 2001.

                                      F-32
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

19. SUBSEQUENT EVENTS (CONTINUED)
REDEMPTION OF PREFERRED STOCK:

    On March 1, 2002, the Company redeemed all of the Company's Series A
Preferred Stock for $25,000, plus accrued and unpaid dividends. The redemption
was financed through additional borrowings of $12,000 obtained from the
Company's Amended and Restated Credit Agreement, and cash from operations.

20. GUARANTOR SUBSIDIARIES

    The Company's payment obligations under the Senior Subordinated Notes are
fully and unconditionally guaranteed on a joint and several basis by the
following wholly-owned subsidiaries: 58 WW Food Corp.; Waist Watchers, Inc.;
Weight Watchers Camps, Inc.; W.W. Camps and Spas, Inc.; Weight Watchers
Direct, Inc.; W/W Twentyfirst Corporation; W.W. Weight Reduction
Services, Inc.; W.W.I. European Services Ltd.; W.W. Inventory Service Corp.;
Weight Watchers North America, Inc.; Weight Watchers UK Holdings Ltd.; Weight
Watchers International Holdings Ltd.; Weight Watchers (U.K.) Limited; Weight
Watchers (Exercise) Ltd.; Weight Watchers (Accessories & Publications) Ltd.;
Weight Watchers (Food Products) Limited; Weight Watchers New Zealand Limited;
BLTC Pty Ltd.; LLTC Pty Ltd.; Weight Watchers Asia Pacific Finance Limited
Partnership (APF); Weight Watchers International Pty Limited; Fortuity Pty Ltd;
and Gutbusters Pty Ltd. (collectively, the "Guarantor Subsidiaries"). The
obligations of each Guarantor Subsidiary under its guarantee of the Notes are
subordinated to such subsidiary's obligations under its guarantee of the new
senior credit facility.

    Presented below is condensed consolidating financial information for Weight
Watchers International, Inc. ("Parent Company"), the Guarantor Subsidiaries and
the Non-Guarantor Subsidiaries (primarily companies incorporated in European
countries other than the United Kingdom). In the Company's opinion, separate
financial statements and other disclosures concerning each of the Guarantor
Subsidiaries would not provide additional information that is material to
investors. Therefore, the Guarantor Subsidiaries are combined in the
presentation below.

    Investments in subsidiaries are accounted for by the Parent Company on the
equity method of accounting. Earnings of subsidiaries are, therefore, reflected
in the Parent Company's investments in subsidiaries' accounts. The elimination
entries eliminate investments in subsidiaries and intercompany balances and
transactions.

                                      F-33
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                    SUPPLEMENTAL CONSOLIDATING BALANCE SHEET

                              AS OF APRIL 29, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                             NON-
                                               PARENT      GUARANTOR      GUARANTOR
                                               COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                              ---------   ------------   ------------   ------------   ------------
<S>                                           <C>         <C>            <C>            <C>            <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents.................  $  10,984     $ 22,465       $10,594       $      --      $  44,043
  Receivables, net..........................      6,006        5,606         1,265              --         12,877
  Notes receivable, current.................      2,791           --            --              --          2,791
  Inventories...............................         --        7,827         1,501              --          9,328
  Prepaid expenses..........................        748        6,240         1,372              --          8,360
  Deferred income taxes.....................      2,846       (2,752)           --              --             94
  Intercompany (payables) receivables.......    (32,114)      27,742         4,372              --             --
                                              ---------     --------       -------       ---------      ---------
    TOTAL CURRENT ASSETS....................     (8,739)      67,128        19,104              --         77,493
Investment in consolidated subsidiaries.....    162,320           --            --        (162,320)            --
Property and equipment, net.................      1,809        3,974         1,218              --          7,001
Notes and other receivables, noncurrent.....      7,045           --            --              --          7,045
Goodwill, net...............................     25,833      125,977           755              --        152,565
Trademarks and other intangible assets,
  net.......................................      1,960        5,193            10              --          7,163
Deferred income taxes.......................     (9,854)      77,428            --              --         67,574
Deferred financing costs....................     14,749          (83)           --              --         14,666
Other noncurrent assets.....................        163          365           172              --            700
                                              ---------     --------       -------       ---------      ---------
    TOTAL ASSETS............................  $ 195,286     $279,982       $21,259       $(162,320)     $ 334,207
                                              =========     ========       =======       =========      =========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES

  Short-term borrowings due to related
    party...................................  $   1,489     $     --       $    --       $      --      $   1,489
  Portion of long-term debt due within one
    year....................................     13,250          870            --              --         14,120
  Accounts payable..........................      1,438        9,084         1,840              --         12,362
  Salaries and wages........................      2,301        4,256         3,568              --         10,125
  Accrued interest..........................      3,521          561            --              --          4,082
  Accrued restructuring costs...............         --        4,786            --              --          4,786
  Foreign currency contract payable.........        486           --            --              --            486
  Other accrued liabilities.................      6,387        9,049         4,147              --         19,583
  Income taxes..............................     (1,846)       5,965         2,667              --          6,786
  Deferred revenue..........................         --        3,824           808              --          4,632
                                              ---------     --------       -------       ---------      ---------
    TOTAL CURRENT LIABILITIES...............     27,026       38,395        13,030              --         78,451
Long-term debt..............................    374,598       85,912            --              --        460,510
Deferred income taxes.......................      1,903          390           648              --          2,941
Other.......................................         --           --           546              --            546
                                              ---------     --------       -------       ---------      ---------
    TOTAL LONG-TERM DEBT AND OTHER
      LIABILITIES...........................    376,501       86,302         1,194              --        463,997
Redeemable preferred stock..................     25,875        2,507           254          (2,761)        25,875
Shareholders' (deficit) equity..............   (234,116)     152,778         6,781        (159,559)      (234,116)
                                              ---------     --------       -------       ---------      ---------
    TOTAL LIABILITIES, REDEEMABLE PREFERRED
      STOCK AND SHAREHOLDERS' (DEFICIT)
      EQUITY................................  $ 195,286     $279,982       $21,259       $(162,320)     $ 334,207
                                              =========     ========       =======       =========      =========
</Table>

                                      F-34
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                    SUPPLEMENTAL CONSOLIDATING BALANCE SHEET

                            AS OF DECEMBER 30, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                NON-
                                                  PARENT      GUARANTOR      GUARANTOR
                                                  COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                  -------    ------------   ------------   ------------   ------------
<S>                                              <C>         <C>            <C>            <C>            <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents....................  $ 26,699      $ 11,191       $ 6,611       $      --      $  44,501
  Receivables, net.............................     7,390         5,941         1,347              --         14,678
  Notes receivable, current....................     2,104            --             2              --          2,106
  Foreign currency contract receivable.........     5,364            --            --              --          5,364
  Inventories..................................        --        11,867         3,177              --         15,044
  Prepaid expenses.............................       961         7,809         2,329              --         11,099
  Deferred income taxes........................     2,846        (2,198)           --              --            648
  Intercompany (payables) receivables..........   (10,921)        3,147         7,774              --             --
                                                 --------      --------       -------       ---------      ---------
    TOTAL CURRENT ASSETS.......................    34,443        37,757        21,240              --         93,440
Investment in consolidated subsidiaries........   175,876            --            --        (175,876)            --
Property and equipment, net....................     1,272         5,679         1,194              --          8,145
Notes and other receivables, noncurrent........     5,601            --            --              --          5,601
Goodwill, net..................................    28,367       121,814           720              --        150,901
Trademarks and other intangible assets, net....     1,876         4,761            11              --          6,648
Deferred income taxes..........................   (44,713)      111,920            --              --         67,207
Deferred financing costs.......................    13,513            --            --              --         13,513
Other noncurrent assets........................       163           271           328              --            762
                                                 --------      --------       -------       ---------      ---------
    TOTAL ASSETS...............................  $216,398      $282,202       $23,493       $(175,876)     $ 346,217
                                                 ========      ========       =======       =========      =========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES
  Short-term borrowings due to related party...  $  1,730      $     --       $    --       $      --      $   1,730
  Portion of long-term debt due within one
    year.......................................    13,250           870            --              --         14,120
  Accounts payable.............................       932         8,379         2,678              --         11,989
  Salaries and wages...........................     3,568         3,533         3,443              --         10,544
  Accrued interest.............................     9,069           593            --              --          9,662
  Accrued restructuring costs..................        --         2,485            --              --          2,485
  Other accrued liabilities....................     9,420        10,540         3,255              --         23,215
  Income taxes.................................     1,677          (414)        2,397              --          3,660
  Deferred revenue.............................        --         4,843           993              --          5,836
                                                 --------      --------       -------       ---------      ---------
    TOTAL CURRENT LIABILITIES..................    39,646        30,829        12,766              --         83,241
Long-term debt.................................   371,053        85,477            --              --        456,530
Deferred income taxes..........................     2,481            --           626              --          3,107
Other..........................................        --            --           121              --            121
                                                 --------      --------       -------       ---------      ---------
    TOTAL LONG-TERM DEBT AND OTHER
      LIABILITIES..............................   373,534        85,477           747              --        459,758
Redeemable preferred stock.....................    25,996            --            --              --         25,996
Shareholders' (deficit) equity.................  (222,778)      165,896         9,980        (175,876)      (222,778)
                                                 --------      --------       -------       ---------      ---------
    TOTAL LIABILITIES, REDEEMABLE PREFERRED
      STOCK AND SHAREHOLDERS' (DEFICIT)
      EQUITY...................................  $216,398      $282,202       $23,493       $(175,876)     $ 346,217
                                                 ========      ========       =======       =========      =========
</Table>

                                      F-35
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                    SUPPLEMENTAL CONSOLIDATING BALANCE SHEET

                            AS OF DECEMBER 29, 2001
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                          NON-
                                            PARENT      GUARANTOR      GUARANTOR
                                            COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                           ---------   ------------   ------------   ------------   ------------
<S>                                        <C>         <C>            <C>            <C>            <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents..............  $   6,230     $  8,804        $ 8,304       $      --     $  23,338
  Receivables, net.......................      2,638        9,229          1,752              --        13,619
  Inventories............................         --       21,902          4,303              --        26,205
  Prepaid expenses.......................      1,263       11,970          2,711              --        15,944
  Deferred income taxes..................         --        4,773             --              --         4,773
  Intercompany (payables) receivables....   (157,902)     147,317         10,585              --            --
                                           ---------     --------        -------       ---------     ---------
    TOTAL CURRENT ASSETS.................   (147,771)     203,995         27,655              --        83,879
Investment in consolidated
  subsidiaries...........................    416,812           --             --        (416,812)           --
Property and equipment, net..............      1,221        8,132          1,372              --        10,725
Notes and other receivables,
  noncurrent.............................        325           --             --              --           325
Goodwill, net............................     26,769      206,881            652              --       234,302
Trademarks and other intangible assets,
  net....................................        874        5,962             27              --         6,863
Deferred income taxes....................     35,253      101,028             --              --       136,281
Deferred financing costs.................      9,164           --             --              --         9,164
Other noncurrent assets..................        462         (537)         1,384              --         1,309
                                           ---------     --------        -------       ---------     ---------
    TOTAL ASSETS.........................  $ 343,109     $525,461        $31,090       $(416,812)    $ 482,848
                                           =========     ========        =======       =========     =========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES
  Short-term borrowings due to related
    party................................  $   2,924     $    (36)       $    --       $      --     $   2,888
  Portion of long-term debt due within
    one year.............................     15,219          480             --              --        15,699
  Accounts payable.......................      1,287       14,077          2,334              --        17,698
  Salaries and wages.....................      6,951        4,611          3,571              --        15,133
  Accrued interest.......................      7,739           71             --              --         7,810
  Accrued restructuring costs............         --          283             --              --           283
  Foreign currency contract payable......      2,811           --             --              --         2,811
  Other accrued liabilities..............      8,112       11,561          3,856              --        23,529
  Income taxes...........................    (11,694)      18,544          2,289              --         9,139
  Deferred revenue.......................         --       11,121          1,899              --        13,020
                                           ---------     --------        -------       ---------     ---------
    TOTAL CURRENT LIABILITIES............     33,349       60,712         13,949              --       108,010
Long-term debt...........................    394,800       63,520             --              --       458,320
Deferred income taxes....................      2,481          109            579              --         3,169
Other....................................         --          624            246              --           870
                                           ---------     --------        -------       ---------     ---------
    TOTAL LONG-TERM DEBT AND OTHER
      LIABILITIES........................    397,281       64,253            825              --       462,359
Redeemable preferred stock...............     25,996           --             --              --        25,996
Shareholders' (deficit) equity...........   (113,517)     400,496         16,316        (416,812)     (113,517)
                                           ---------     --------        -------       ---------     ---------
    TOTAL LIABILITIES, REDEEMABLE
      PREFERRED STOCK AND SHAREHOLDERS'
      (DEFICIT) EQUITY...................  $ 343,109     $525,461        $31,090       $(416,812)    $ 482,848
                                           =========     ========        =======       =========     =========
</Table>

                                      F-36
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

                    FOR THE FISCAL YEAR ENDED APRIL 24, 1999
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                      NON-
                                         PARENT     GUARANTOR      GUARANTOR
                                        COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        --------   ------------   ------------   ------------   ------------
<S>                                     <C>        <C>            <C>            <C>            <C>
Revenues, net.........................  $42,288      $257,202       $65,118        $     --       $364,608
Cost of revenues......................    3,685       135,095        40,145              --        178,925
                                        -------      --------       -------        --------       --------
  Gross profit........................   38,603       122,107        24,973              --        185,683
Marketing expenses....................    8,815        35,381         8,660              --         52,856
Selling, general and administrative
  expenses............................   23,720        20,353         7,428              --         51,501
                                        -------      --------       -------        --------       --------
  Operating income....................    6,068        66,373         8,885              --         81,326
Interest expense (income).............    2,922        (4,739)       (5,351)             --         (7,168)
Other expense, (income) net...........    1,925           802           (68)             --          2,659
Equity in income of consolidated
  subsidiaries........................   37,310            --            --         (37,310)            --
Franchise commission income (loss)....    8,697        (6,072)       (2,625)             --             --
                                        -------      --------       -------        --------       --------
  Income before income taxes and
    minority interest.................   47,228        64,238        11,679         (37,310)        85,835
Provision for income taxes............    7,944        22,860         5,556              --         36,360
                                        -------      --------       -------        --------       --------
  Income before minority interest.....   39,284        41,378         6,123         (37,310)        49,475
Minority interest.....................       --         1,108           385              --          1,493
                                        -------      --------       -------        --------       --------
  Net income..........................  $39,284      $ 40,270       $ 5,738        $(37,310)      $ 47,982
                                        =======      ========       =======        ========       ========
</Table>

                                      F-37
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

                    FOR THE FISCAL YEAR ENDED APRIL 29, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                     NON-
                                        PARENT     GUARANTOR      GUARANTOR
                                       COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                       --------   ------------   ------------   ------------   ------------
<S>                                    <C>        <C>            <C>            <C>            <C>
Revenues, net........................  $ 32,836     $300,215       $66,523        $     --       $399,574
Cost of revenues.....................     4,911      155,251        41,227              --        201,389
                                       --------     --------       -------        --------       --------
  Gross profit.......................    27,925      144,964        25,296              --        198,185

Marketing expenses...................     7,417       35,707         8,329              --         51,453
Selling, general and administrative
  expenses...........................    24,487       21,926         7,346              --         53,759
Transaction costs....................     8,247           98            --              --          8,345
                                       --------     --------       -------        --------       --------
  Operating (loss) income............   (12,226)      87,233         9,621              --         84,628

Interest expense (income)............    27,642        4,607        (1,170)             --         31,079
Other (income) expense, net..........   (12,418)      (1,418)          469              --        (13,367)
Equity in income of consolidated
  subsidiaries.......................    44,441           --            --         (44,441)            --
Franchise commission income (loss)...    21,686      (18,500)       (3,186)             --             --
                                       --------     --------       -------        --------       --------
  Income before income taxes and
    minority interest................    38,677       65,544         7,136         (44,441)        66,916

Provision for income taxes...........       918       24,090         3,315              --         28,323
                                       --------     --------       -------        --------       --------
  Income before minority interest....    37,759       41,454         3,821         (44,441)        38,593

Minority interest....................        --          834            --              --            834
                                       --------     --------       -------        --------       --------

  Net income.........................  $ 37,759     $ 40,620       $ 3,821        $(44,441)      $ 37,759
                                       ========     ========       =======        ========       ========
</Table>

                                      F-38
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

                  FOR THE EIGHT MONTHS ENDED DECEMBER 30, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                     NON-
                                        PARENT     GUARANTOR      GUARANTOR
                                       COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                       --------   ------------   ------------   ------------   ------------
<S>                                    <C>        <C>            <C>            <C>            <C>
Revenues, net........................  $ 20,794     $204,074       $48,307        $     --       $273,175
Cost of revenues.....................     4,571      105,444        29,268              --        139,283
                                       --------     --------       -------        --------       --------
  Gross profit.......................    16,223       98,630        19,039              --        133,892
Marketing expenses...................     2,784       18,994         5,208              --         26,986
Selling, general and administrative
  expenses...........................    15,844       12,877         5,703              --         34,424
                                       --------     --------       -------        --------       --------
  Operating (loss) income............    (2,405)      66,759         8,128              --         72,482
Interest expense (income)............    24,696       12,640          (211)             --         37,125
Other expense (income), net..........    15,527       (1,171)          (22)             --         14,334
Equity in income of consolidated
  subsidiaries.......................    26,621           --            --         (26,621)            --
Franchise commission income (loss)...    20,144      (17,647)       (2,497)             --             --
                                       --------     --------       -------        --------       --------
  Income before income taxes and
    minority interest................     4,137       37,643         5,864         (26,621)        21,023
(Benefit from) provision for income
  taxes..............................   (10,882)      14,558         2,181              --          5,857
                                       --------     --------       -------        --------       --------
  Income before minority interest....    15,019       23,085         3,683         (26,621)        15,166
Minority interest....................        --           --           147              --            147
                                       --------     --------       -------        --------       --------
  Net income.........................  $ 15,019     $ 23,085       $ 3,536        $(26,621)      $ 15,019
                                       ========     ========       =======        ========       ========
</Table>

                                      F-39
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

                  FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                     NON-
                                        PARENT     GUARANTOR      GUARANTOR
                                       COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                       --------   ------------   ------------   ------------   ------------
<S>                                    <C>        <C>            <C>            <C>            <C>
Revenues, net........................  $  4,194     $522,255       $97,421       $      --       $623,870
Cost of revenues.....................       821      231,402        54,213              --        286,436
                                       --------     --------       -------       ---------       --------
  Gross profit.......................     3,373      290,853        43,208              --        337,434
Marketing expenses...................        --       57,117        12,599              --         69,716
Selling, general and administrative
  expenses...........................    17,780       39,735        15,514              --         73,029
                                       --------     --------       -------       ---------       --------
  Operating (loss) income............   (14,407)     194,001        15,095              --        194,689
Interest expense (income)............    40,714       14,692          (869)             --         54,537
Other expense (income), net..........    14,983        3,592        (5,394)             --         13,181
Equity in income of consolidated
  subsidiaries.......................   109,285           --            --        (109,285)            --
Franchise commission income (loss)...    47,823      (42,084)       (5,739)             --             --
                                       --------     --------       -------       ---------       --------
  Income before income taxes and
    minority interest and
    extraordinary item...............    87,004      133,633        15,619        (109,285)       126,971
(Benefit from) provision for income
  taxes..............................   (63,058)      34,431         5,429              --        (23,198)
                                       --------     --------       -------       ---------       --------
  Income before minority interest....   150,062       99,202        10,190        (109,285)       150,169
Minority interest....................        --           --           107              --            107
                                       --------     --------       -------       ---------       --------
  Income before extraordinary item...   150,062       99,202        10,083        (109,285)       150,062
Extraordinary charge on early
  extinguishment of debt, net of
  taxes..............................     2,875           --            --              --          2,875
                                       --------     --------       -------       ---------       --------
  Net income.........................  $147,187     $ 99,202       $10,083       $(109,285)      $147,187
                                       ========     ========       =======       =========       ========
</Table>

                                      F-40
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW

                    FOR THE FISCAL YEAR ENDED APRIL 24, 1999
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                          NON-
                                             PARENT     GUARANTOR      GUARANTOR
                                            COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                            --------   ------------   ------------   ------------   ------------
<S>                                         <C>        <C>            <C>            <C>            <C>
Operating activities:
  Net income..............................  $39,284      $ 40,270        $ 5,738       $(37,310)      $ 47,982
  Adjustments to reconcile net income to
    cash provided by operating activities:
  Depreciation and amortization...........    2,378         6,609            599             --          9,586
  Deferred tax provision..................    1,735         4,345          3,199             --          9,279
  Allowance for doubtful accounts.........       84            30              4             --            118
  Reserve for inventory obsolescence,
    other.................................       --         1,824             99                         1,923
  Other items, net........................       --           153           (115)            --             38
  Changes in cash due to:
    Receivables...........................   (7,387)        1,318         (1,208)            --         (7,277)
    Inventories...........................       --        (1,772)           (77)            --         (1,849)
    Prepaid expense.......................      (20)       (1,141)          (293)            --         (1,454)
    Intercompany receivables/payables.....   38,494       (35,474)        (3,020)            --             --
    Due from related parties..............     (177)           80          3,790             --          3,693
    Accounts payable......................     (288)        3,698           (327)            --          3,083
    Accrued liabilities...................    1,003        (2,572)        (8,507)            --        (10,076)
    Deferred revenue......................       --        (1,450)           734             --           (716)
    Income taxes..........................  (36,393)       38,362          1,602             --          3,571
                                            --------     --------        -------       --------       --------
      Cash provided by operating
        activities........................   38,713        54,280          2,218        (37,310)        57,901
                                            --------     --------        -------       --------       --------
Investing activities:
  Capital expenditures....................     (271)       (1,612)          (591)            --         (2,474)
  Other items, net........................     (278)         (286)            (1)            --           (565)
                                            --------     --------        -------       --------       --------
      Cash used for investing
        activities........................     (549)       (1,898)          (592)            --         (3,039)
                                            --------     --------        -------       --------       --------
Financing activities:
  Net increase (decrease) in short-term
    borrowings............................       --         1,262           (406)            --            856
  Payment of dividends....................   (5,435)      (14,446)        (3,670)        13,183        (10,368)
  Payments on long-term debt..............   (1,081)           --             --             --         (1,081)
  Net Parent (settlements) advances.......  (31,483)      (32,903)         3,316         23,994        (37,076)
                                            --------     --------        -------       --------       --------
      Cash used for financing
        activities........................  (37,999)      (46,087)          (760)        37,177        (47,669)
                                            --------     --------        -------       --------       --------
Effect of exchange rate changes on cash
  and cash equivalents....................     (135)          281            214            133            493
Net increase in cash and cash
  equivalents.............................       30         6,576          1,080             --          7,686
Cash and cash equivalents, beginning of
  fiscal year.............................     (104)        5,800          6,133             --         11,829
                                            --------     --------        -------       --------       --------
Cash and cash equivalents, end of fiscal
  year....................................  $   (74)     $ 12,376        $ 7,213       $     --       $ 19,515
                                            ========     ========        =======       ========       ========
</Table>

                                      F-41
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW

                    FOR THE FISCAL YEAR ENDED APRIL 29, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                          NON-
                                            PARENT      GUARANTOR      GUARANTOR
                                            COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                           ---------   ------------   ------------   ------------   ------------
<S>                                        <C>         <C>            <C>            <C>            <C>
Operating activities:
  Net income.............................  $  37,759     $ 40,620       $  3,821       $(44,441)     $  37,759
  Adjustments to reconcile net income to
    cash provided by (used for) operating
    activities:
  Depreciation and amortization..........      2,326        6,028            932             --          9,286
  Bond issuance costs....................      1,112           --             --             --          1,112
  Deferred tax provision.................      3,785        4,685             71             --          8,541
  Unrealized loss on derivative
    instruments..........................        499           --             --             --            499
  Allowance for doubtful accounts........       (352)         (29)            (4)            --           (385)
  Reserve for inventory obsolescence,
    other................................         --        3,332             28             --          3,360
  Other items, net.......................         --       (2,492)            --             --         (2,492)
  Changes in cash due to:
    Receivables..........................      5,205       (1,295)         9,514             --         13,424
    Inventories..........................         --       (5,453)           276             --         (5,177)
    Prepaid expense......................        108       (1,691)           782             --           (801)
    Due from related parties.............    (15,149)         384             --             --        (14,765)
    Accounts payable.....................        807       (1,272)        (1,047)            --         (1,512)
    Accrued liabilities..................      4,039       (1,845)         3,087             --          5,281
    Deferred revenue.....................                  (1,827)            74             --         (1,753)
    Income taxes.........................     90,650      (97,918)         4,776             --         (2,492)
                                           ---------     --------       --------       --------      ---------
    Cash provided by (used for) operating
      activities.........................    130,789      (58,773)        22,310        (44,441)        49,885
                                           ---------     --------       --------       --------      ---------
Investing activities:
  Capital expenditures...................       (299)      (1,004)          (571)            --         (1,874)
  Acquisitions of minority interest......         --      (15,900)            --             --        (15,900)
  Other items, net.......................     (2,067)         116             84             --         (1,867)
                                           ---------     --------       --------       --------      ---------
    Cash used for investing activities...     (2,366)     (16,788)          (487)            --        (19,641)
                                           ---------     --------       --------       --------      ---------
Financing activities:
  Net increase (decrease) in short-term
    borrowings...........................         --        1,235         (6,690)            --         (5,455)
  Parent company investment in
    subsidiaries.........................    (34,693)          --             --         34,693             --
  Proceeds from borrowings...............    404,260       87,000             --             --        491,260
  Repurchase of common stock.............   (324,476)          --             --             --       (324,476)
  Payment of dividends...................     (2,797)      (3,120)        (4,494)         7,615         (2,796)
  Payments on long-term debt.............     (3,312)        (218)            --             --         (3,530)
  Deferred financing costs...............    (15,861)          --             --             --        (15,861)
  Net Parent (settlements) advances......   (138,998)      14,552         (7,175)           591       (131,030)
                                           ---------     --------       --------       --------      ---------
    Cash (used for) provided by financing
      activities.........................   (115,877)      99,449        (18,359)        42,899          8,112
                                           ---------     --------       --------       --------      ---------
Effect of exchange rate changes on cash
and cash equivalents.....................     (1,488)     (13,799)           (83)         1,542        (13,828)
Net increase in cash and cash
equivalents..............................     11,058       10,089          3,381             --         24,528
Cash and cash equivalents, beginning of
fiscal year..............................        (74)      12,376          7,213             --         19,515
                                           ---------     --------       --------       --------      ---------
Cash and cash equivalents, end of fiscal
year.....................................  $  10,984     $ 22,465       $ 10,594       $     --      $  44,043
                                           =========     ========       ========       ========      =========
</Table>

                                      F-42
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW

                  FOR THE EIGHT MONTHS ENDED DECEMBER 30, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                        NON-
                                                          PARENT      GUARANTOR      GUARANTOR
                                                          COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                         ---------   ------------   ------------   ------------   ------------
<S>                                                      <C>         <C>            <C>            <C>            <C>
Operating activities:
  Net income...........................................  $ 15,019      $ 23,085       $ 3,536        $(26,621)      $ 15,019
  Adjustments to reconcile net income to cash provided
    by (used for) operating activities:
  Depreciation and amortization........................     1,930         4,266           411              --          6,607
  Bond issuance costs..................................     1,282            --            --              --          1,282
  Deferred tax provision...............................        --           104            --              --            104
  Unrealized gain on derivative instruments............    (5,815)           --            --              --         (5,815)
  Accounting for equity investment.....................    17,604            --            --              --         17,604
  Elimination of foreign subsidiaries one month
    reporting lag......................................     1,137            86         1,120          (1,137)         1,206
  Allowance for doubtful accounts......................        --           198            --              --            198
  Reserve for inventory obsolescence, other............        --         3,981            12              --          3,993
  Other items, net.....................................                    (532)         (422)             --           (954)
  Changes in cash due to:..............................                                                                   --
    Receivables........................................    (2,096)         (566)          (84)             --         (2,746)
    Inventories........................................        --        (7,214)       (1,688)             --         (8,902)
    Prepaid expense....................................      (213)       (2,422)         (957)             --         (3,592)
    Intercompany receivables/payables..................   (21,193)       24,595        (3,402)             --             --
    Due from related parties...........................       241            --            --              --            241
    Accounts payable...................................    (1,072)          (69)          838              --           (303)
    Accrued liabilities................................     9,327        (1,450)       (1,015)             --          6,862
    Deferred revenue...................................        --           858           185              --          1,043
    Income taxes.......................................    38,960       (41,643)         (292)             --         (2,975)
                                                         --------      --------       -------        --------       --------
    Cash provided by (used for) operating activities...    55,111         3,277        (1,758)        (27,758)        28,872
                                                         --------      --------       -------        --------       --------
Investing activities:
  Capital expenditures.................................      (100)       (3,017)         (509)             --         (3,626)
  Advances and interest in equity investment...........   (15,604)           --            --              --        (15,604)
  Acquisitions of minority interest....................    (2,400)           --            --              --         (2,400)
  Other items, net.....................................      (148)          147             4              --              3
                                                         --------      --------       -------        --------       --------
    Cash used for investing activities.................   (18,252)       (2,870)         (505)             --        (21,627)
                                                         --------      --------       -------        --------       --------
Financing activities:
  Net increase (decrease) in short-term borrowings.....       566          (600)           --              --            (34)
  Parent company investment in subsidiaries............   (13,556)           --            --          13,556             --
  Payment of dividends.................................      (879)       (8,834)       (1,968)         10,802           (879)
  Payments on long-term debt...........................    (6,625)         (435)           --              --         (7,060)
  Net Parent advances..................................        --            --           421            (421)            --
                                                         --------      --------       -------        --------       --------
    Cash used for financing activities.................   (20,494)       (9,869)       (1,547)         23,937         (7,973)
                                                         --------      --------       -------        --------       --------
Effect of exchange rate changes on cash and
  cash equivalents.....................................      (650)       (1,812)         (173)          3,821          1,186
Net increase (decrease) in cash and cash equivalents...    15,715       (11,274)       (3,983)             --            458
Cash and cash equivalents, beginning of period.........    10,984        22,465        10,594              --         44,043
                                                         --------      --------       -------        --------       --------
Cash and cash equivalents, end of period...............  $ 26,699      $ 11,191       $ 6,611        $     --       $ 44,501
                                                         ========      ========       =======        ========       ========
</Table>

                                      F-43
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW

                  FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                    NON-
                                                      PARENT      GUARANTOR      GUARANTOR
                                                      COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                     ---------   ------------   ------------   ------------   ------------
<S>                                                  <C>         <C>            <C>            <C>            <C>
Operating activities:
  Net income.......................................  $ 147,187    $  99,202       $10,083       $(109,285)     $ 147,187
  Adjustments to reconcile net income to cash
    provided by (used for) operating activities:
  Depreciation and amortization....................      2,311       10,346           586              --         13,243
  Amortization of deferred financing costs.........      2,097           --            --              --          2,097
  Deferred tax (benefit) provision.................    (77,663)       6,594            --              --        (71,069)
  Unrealized loss on derivative instruments........      1,125           --            --              --          1,125
  Accounting for equity investment.................     17,344           --            --              --         17,344
  Allowance for doubtful accounts..................      6,123          207            --              --          6,330
  Reserve for inventory obsolescence, other........         --        2,718            --              --          2,718
  Foreign currency exchange rate (gain) loss.......     (6,501)          29           (24)             --         (6,496)
  Extraordinary charges from early extinguisment of
    debt...........................................      2,875           --            --              --          2,875
  Other items, net.................................         --           46           145              --            191
  Changes in cash due to:
    Receivables....................................      4,279       (3,539)         (509)             --            231
    Inventories....................................         --      (10,531)       (1,364)             --        (11,895)
    Prepaid expense................................       (301)      (4,740)         (564)             --         (5,605)
    Intercompany receivables/payables..............    151,062     (146,455)       (4,607)             --             --
    Due from related parties.......................      1,194          (36)           --              --          1,158
    Accounts payable...............................        180        5,173          (152)             --          5,201
    Accrued liabilities............................      1,352         (609)        1,242              --          1,985
    Deferred revenue...............................         --        6,295           995              --          7,290
    Income taxes...................................    (11,493)      19,057            90              --          7,654
                                                     ---------    ---------       -------       ---------      ---------
    Cash provided by (used for) operating
      activities...................................    241,171      (16,243)        5,921        (109,285)       121,564
                                                     ---------    ---------       -------       ---------      ---------
Investing activities:
  Capital expenditures.............................       (269)      (2,724)         (841)             --         (3,834)
  Advances and interest in equity investment.......    (17,344)          --            --              --        (17,344)
  Acquisitions.....................................         --      (97,877)           --              --        (97,877)
  Other items, net.................................        310       (1,276)          (97)             --         (1,063)
                                                     ---------    ---------       -------       ---------      ---------
    Cash used for investing activities.............    (17,303)    (101,877)         (938)             --       (120,118)
                                                     ---------    ---------       -------       ---------      ---------
Financing activities:
  Net increase in short-term borrowings............  $     175    $     573       $    --       $      --      $     748
  Proceeds from borrowings.........................     60,042           --            --              --         60,042
  Parent company investment in subsidiaries........   (240,936)          --            --         240,936             --
  Payment of dividends.............................     (1,500)      (4,893)       (3,732)          8,625         (1,500)
  Payments on long-term debt.......................    (28,466)     (22,347)           --              --        (50,813)
  Deferred financing costs.........................     (2,406)          --            --              --         (2,406)
  Net Parent (settlements) advances................         --      142,449           995        (143,444)            --
  Purchase of treasury stock.......................    (27,132)          --            --              --        (27,132)
  Cost of public equity offering...................     (1,017)          --            --              --         (1,017)
  Proceeds from sale of common stock...............        525           --            --              --            525
  Proceeds from stock options exercised............        198           --            --              --            198
                                                     ---------    ---------       -------       ---------      ---------
    Cash (used for) provided by financing
      activities...................................   (240,517)     115,782        (2,737)        106,117        (21,355)
                                                     ---------    ---------       -------       ---------      ---------
Effect of exchange rate changes on cash and cash
  equivalents......................................     (3,820)         (49)         (553)          3,168         (1,254)
Net (decrease) increase in cash and cash
  equivalents......................................    (20,469)      (2,387)        1,693              --        (21,163)
Cash and cash equivalents, beginning of fiscal
  year.............................................     26,699       11,191         6,611              --         44,501
                                                     ---------    ---------       -------       ---------      ---------
Cash and cash equivalents, end of fiscal year......  $   6,230    $   8,804       $ 8,304       $      --      $  23,338
                                                     =========    =========       =======       =========      =========
</Table>

                                      F-44
<Page>
                 (This page has been left blank intentionally.)

                                      F-45
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                   AS OF DECEMBER 29, 2001 AND MARCH 30, 2002

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                              DECEMBER 29,   MARCH 30,
                                                                  2001         2002
                                                              ------------   ---------
                                                                    (UNAUDITED)
<S>                                                           <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents.................................    $  23,338    $ 34,494
  Receivables, net..........................................       13,619      16,634
  Inventories, net..........................................       26,205      22,217
  Prepaid expenses, other...................................       20,717      18,879
                                                                ---------    --------
    TOTAL CURRENT ASSETS....................................       83,879      92,224

Property and equipment, net.................................       10,725      10,922
Notes and other receivables, noncurrent.....................          325         243
Goodwill, trademarks and other intangible assets, net.......      241,165     288,029
Deferred income taxes.......................................      136,281     135,861
Deferred financing costs, other.............................       10,473      10,252
                                                                ---------    --------
    TOTAL ASSETS............................................    $ 482,848    $537,531
                                                                =========    ========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS'
  DEFICIT
CURRENT LIABILITIES
  Portion of long-term debt due within one year.............    $  15,699    $ 32,199
  Accounts payable..........................................       17,698      13,016
  Accrued liabilities.......................................       52,454      61,429
  Income taxes..............................................        9,139      22,771
  Deferred revenue..........................................       13,020      20,725
                                                                ---------    --------
    TOTAL CURRENT LIABILITIES...............................      108,010     150,140

Long-term debt..............................................      458,320     453,498
Deferred income taxes.......................................        3,169       3,169
Other.......................................................          870         812
                                                                ---------    --------
    TOTAL LONG-TERM DEBT AND OTHER LIABILITIES..............      462,359     457,479

Redeemable preferred stock..................................       25,996          --
SHAREHOLDERS' DEFICIT
  Common stock, $0 par; 1,000,000 shares authorized; 111,988
    shares issued; 105,500 shares outstanding at December
    29, 2001 and 105,748 shares at March 30, 2002...........           --          --
  Treasury stock, at cost, 6,488 shares at December 29, 2001
    and 6,240 shares at March 30, 2002......................      (26,196)    (25,198)
  Accumulated deficit.......................................      (73,998)    (36,470)
  Accumulated other comprehensive loss......................      (13,323)     (8,420)
                                                                ---------    --------
    TOTAL SHAREHOLDERS' DEFICIT.............................     (113,517)    (70,088)
                                                                ---------    --------
    TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND
      SHAREHOLDERS' DEFICIT.................................    $ 482,848    $537,531
                                                                =========    ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-46
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

          FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND MARCH 30, 2002

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                                THREE MONTHS ENDED
                                                              -----------------------
                                                              MARCH 31,    MARCH 30,
                                                                 2001         2002
                                                              ----------   ----------
                                                                    (UNAUDITED)
<S>                                                           <C>          <C>
Meeting fees, net...........................................   $111,446     $134,356
Product sales and other, net................................     60,505       78,147
                                                               --------     --------
  Revenues, net.............................................    171,951      212,503
Cost of revenues............................................     77,443       96,017
                                                               --------     --------
  Gross profit..............................................     94,508      116,486
Marketing expenses..........................................     27,100       29,325
Selling, general and administrative expenses................     19,163       16,105
                                                               --------     --------
  Operating income..........................................     48,245       71,056
Interest expense, net.......................................     14,120       10,814
Other income, net...........................................       (986)        (621)
                                                               --------     --------
  Income before income taxes and minority interest..........     35,111       60,863
Provision for income taxes..................................     11,815       23,553
                                                               --------     --------
  Income before minority interest...........................     23,296       37,310
Minority interest...........................................         58           26
                                                               --------     --------
  Net income................................................   $ 23,238     $ 37,284
                                                               ========     ========
Preferred stock dividends...................................        375          254
                                                               --------     --------
  Net income available to common shareholders...............   $ 22,863     $ 37,030
                                                               ========     ========
Net income per share:
  Basic.....................................................   $   0.20     $   0.35
                                                               ========     ========
  Diluted...................................................   $   0.20     $   0.34
                                                               ========     ========
Weighted average common shares outstanding:
  Basic.....................................................    111,988      105,639
                                                               ========     ========
  Diluted...................................................    113,613      108,083
                                                               ========     ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-47
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
                             SHAREHOLDERS' DEFICIT
                            AND COMPREHENSIVE INCOME

      FOR THE EIGHT MONTHS ENDED DECEMBER 30, 2000, THE FISCAL YEAR ENDED
          DECEMBER 29, 2001 AND THE THREE MONTHS ENDED MARCH 30, 2002
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                ACCUMULATED
                                  COMMON STOCK           TREASURY STOCK            OTHER
                              ---------------------   --------------------     COMPREHENSIVE        ACCUMULATED
                               SHARES      AMOUNT      SHARES     AMOUNT            LOSS              DEFICIT          TOTAL
                              ---------   ---------   --------   ---------   ------------------   ----------------   ---------
<S>                           <C>         <C>         <C>        <C>         <C>                  <C>                <C>
Balance at December 30,
  2000......................   111,988          --        --           --         $ (6,271)          $(216,507)      $(222,778)

Comprehensive Income:
  Net income................                                                                           147,187         147,187
  Translation adjustment....                                                        (3,132)                             (3,132)
  Change in fair value of
    derivatives accounted
    for as hedges...........                                                        (3,920)                             (3,920)
                                                                                                                     ---------
Total Comprehensive Income..                                                                                           140,135
                                                                                                                     ---------
Preferred stock dividend....                                                                            (1,500)         (1,500)
Purchase of treasury
  stock.....................                           6,719     $(27,132)                                  --         (27,132)
Stock options exercised.....                             (93)         375                                 (177)            198
Sale of common stock........                            (138)         561                                  (36)            525
Cost of public equity
  offering..................                                                                            (2,965)         (2,965)
                               -------     -------     -----     --------         --------           ---------       ---------
Balance at December 29,
  2001......................   111,988          --     6,488      (26,196)         (13,323)            (73,998)       (113,517)

Comprehensive Income:
  Net income................                                                                            37,284          37,284
  Translation adjustment....                                                         4,710                               4,710
  Change in fair value of
    derivatives accounted
    for as hedges...........                                                           193                                 193
                                                                                                                     ---------
Total Comprehensive Income..                                                                                            42,187
                                                                                                                     ---------
Preferred stock dividend....                                                                              (254)           (254)
Stock options exercised.....                            (248)         998                                 (472)            526
Tax benefit of stock options
  exercised.................                                                                               970             970
                               -------     -------     -----     --------         --------           ---------       ---------
  Balance at March 30,
    2002....................   111,988     $    --     6,240     $(25,198)        $ (8,420)          $ (36,470)      $ (70,088)
                               =======     =======     =====     ========         ========           =========       =========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-48
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

          FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND MARCH 30, 2002

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                THREE MONTHS ENDED
                                                              -----------------------
                                                              MARCH 31,    MARCH 30,
                                                                 2001         2002
                                                              ----------   ----------
                                                                    (UNAUDITED)
<S>                                                           <C>          <C>
    Cash provided by operating activities...................   $ 55,535     $ 73,154
                                                               --------     --------
Investing activities:
  Capital expenditures......................................       (691)      (1,041)
  Advances and interest in equity investment................     (5,863)          --
  Acquisitions..............................................    (83,800)     (46,548)
  Other items, net..........................................     (1,805)        (161)
                                                               --------     --------
    Cash used for investing activities......................    (92,159)     (47,750)
                                                               --------     --------

Financing activities:
  Net decrease in short-term borrowings.....................       (629)      (1,395)
  Proceeds from borrowings..................................     60,000       58,500
  Payment of dividends......................................         --       (1,249)
  Payments of long-term debt................................    (28,530)     (45,602)
  Redemption of redeemable preferred stock..................         --      (25,000)
  Proceeds from stock options exercised.....................         --          526
                                                               --------     --------
    Cash provided by (used for) financing activities........     30,841      (14,220)
                                                               --------     --------

Effect of exchange rate changes on cash and cash
  equivalents...............................................     (1,832)         (28)
Net (decrease) increase in cash and cash equivalents........     (7,615)      11,156
Cash and cash equivalents, beginning of period..............     44,501       23,338
                                                               --------     --------
Cash and cash equivalents, end of period....................   $ 36,886     $ 34,494
                                                               ========     ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-49
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1.  BASIS OF PRESENTATION

    The accompanying consolidated financial statements include the accounts of
Weight Watchers International, Inc. and Subsidiaries (the "Company"). The
condensed consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America
and include amounts that are based on management's best estimates and judgments.
While all available information has been considered, actual amounts could differ
from those estimates. The condensed consolidated financial statements are
unaudited but, in the opinion of management, reflect all adjustments (consisting
of normal recurring adjustments) necessary for a fair presentation.

    This report should be read in conjunction with the Company's Annual Report
on Form 10-K for the fiscal year ended December 29, 2001.

RECENTLY ISSUED ACCOUNTING STANDARDS:

    In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses the mandatory use of the purchase method of
accounting for business combinations, elimination of indefinite life goodwill
amortization, a revised framework for testing goodwill, impairment at a
"reporting unit" level and new criteria for the identification and potential
amortization of other intangible assets. The Company adopted SFAS No. 142 on
December 30, 2001. See Note 3.

    In August 2001, the Financial Accounting Standards Board issued SFAS
No. 143, "Accounting for Asset Retirement Obligations," and SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and the
accounting and reporting provisions of AICPA Accounting Principles Board Opinion
No. 30, "Reporting the Results of Operations--Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," and addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. The Company
adopted SFAS No. 144 on December 30, 2001 and will adopt SFAS No. 143 on
December 29, 2002. The adoption of SFAS No. 144 did not have a material impact
on the Company's consolidated financial position or results of operations, nor
does the Company expect the adoption of SFAS No. 143 to have any such material
impact.

2.  ACQUISITIONS

    On January 18, 2002, the Company completed the acquisition of one of its
franchisees, Weight Watchers of North Jersey, Inc., pursuant to the terms of an
Asset Purchase Agreement executed on December 31, 2001 among Weight Watchers of
North Jersey, Inc., the Company and Weight Watchers North America, Inc., a
wholly-owned subsidiary of the Company. The acquisition has been accounted for
by the purchase method of accounting and, accordingly, the results of operations
are included in the financial statements from the date of acquisition.
Substantially all of the purchase price in excess of the net assets acquired has
been recorded as goodwill and other intangible assets. Management is in the
process of determining the allocation between goodwill and other intangible
assets and expects this allocation to be finalized during the second quarter of
fiscal 2002. The purchase price for the acquisition was $46,500. The acquisition
was financed through additional borrowings pursuant to the

                                      F-50
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

2.  ACQUISITIONS (CONTINUED)
Company's Amended and Restated Credit Agreement, as amended on January 16, 2001
and as further amended on December 21, 2001 (the "Credit Facility"). See Note 4.

    On January 16, 2001, the Company completed the acquisition of the Company's
franchised territories and certain business assets of Weighco
Enterprises, Inc., Weighco of Northwest, Inc., and Weighco of Southwest, Inc.
("Weighco"), for an aggregate purchase price of $83,800 plus acquisition costs
of $577. The acquisition has been accounted for under the purchase method of
accounting and, accordingly, the results of operations are included in the
financial statements from the date of the acquisition. Assets acquired include
inventory ($1,884) and property and equipment ($1,801). The excess of investment
over the net book value of assets acquired at the date of acquisition resulted
in goodwill of $80,692. The acquisition was financed through additional
borrowings of $60,000 obtained pursuant to the Credit Facility, and cash from
operations.

3.  INTANGIBLE ASSETS

    In accordance with SFAS No. 142, the Company has performed a fair value
impairment test on its goodwill and determined that no impairment loss was
necessary as of December 30, 2001. As of March 30, 2002, certain intangible
assets relating to the Company's acquisition of Weight Watchers of North
Jersey, Inc. have not been allocated from goodwill. The Company expects this
allocation to be finalized during the second quarter of fiscal 2002. See Note 2.

    The carrying amount of amortized intangible assets as of December 29, 2001
and March 30, 2002 is as follows:

<Table>
<Caption>
                                            DECEMBER 29, 2001          MARCH 30, 2002
                                         -----------------------   -----------------------
                                          GROSS                     GROSS
                                         CARRYING   ACCUMULATED    CARRYING   ACCUMULATED    AMORTIZATION
                                          AMOUNT    AMORTIZATION    AMOUNT    AMORTIZATION      PERIOD
                                         --------   ------------   --------   ------------   ------------
<S>                                      <C>        <C>            <C>        <C>            <C>
Trademarks and other...................  $21,238      $18,659      $21,565      $18,979      3 - 5 years
</Table>

    Unamortized goodwill is due mainly to acquisitions of the Company's
franchised territories. The changes in the carrying amount of goodwill for the
three months ended March 30, 2002 is due to the acquisition of Weight Watchers
of North Jersey, Inc. and translation of the Company's foreign subsidiaries into
U.S. Dollars. Aggregate amortization expense of definite lived intangible assets
for the three months ended March 31, 2001 and March 30, 2002 was approximately
$126 and $252, respectively.

    Estimated amortization expense for the next five fiscal years is as follows:

<Table>
<S>                                                           <C>
2002........................................................  $942
2003........................................................  $690
2004........................................................  $621
2005........................................................  $474
2006........................................................  $ 79
</Table>

                                      F-51
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

3.  INTANGIBLE ASSETS (CONTINUED)
    As required by SFAS No. 142, the results for the three months ended
March 31, 2001 have not been restated. A reconciliation of net income, as if
SFAS No. 142 had been adopted, is presented below for the three months ended
March 31, 2001 and March 30, 2002:

<Table>
<Caption>
                                                                     THREE MONTHS ENDED
                                                              ---------------------------------
                                                              MARCH 31, 2001    MARCH 30, 2002
                                                              ---------------   ---------------
<S>                                                           <C>               <C>
Reported net income available to common shareholders........      $22,863           $37,030
Addback: goodwill amortization (net of tax).................        1,452                --
                                                                  -------           -------
  Adjusted net income available to common shareholders......      $24,315           $37,030
                                                                  =======           =======
Basic earnings per share:
  Reported net income available to common shareholders......      $  0.20           $  0.35
  Addback: goodwill amortization............................         0.01                --
                                                                  -------           -------
    Adjusted net income available to common shareholders....      $  0.21           $  0.35
                                                                  =======           =======
Diluted earnings per share:
  Reported net income available to common shareholders......      $  0.20           $  0.34
  Addback: goodwill amortization............................         0.01                --
                                                                  -------           -------
    Adjusted net income available to common shareholders....      $  0.21           $  0.34
                                                                  =======           =======
</Table>

4.  LONG-TERM DEBT

    In connection with the Transaction (See Note 5), the Company entered into
the Credit Facility. As amended on January 16, 2001, the Credit Facility
provided for (i) a $90,000 term loan A facility ("Term Loan A"), (ii) a $75,000
term loan B facility ("Term Loan B"), (iii) an $87,000 transferable loan
certificate ("TLC"), (iv) a $20,000 term loan D facility ("Term Loan D") and
(v) a revolving credit facility with borrowings up to $45,000 ("Revolving Credit
Facility"). On December 21, 2001, the Credit Facility was refinanced as follows:
(i) Term Loan B, term Loan D and the TLC in the amount of $71,000, $19,000 and
$82,000, respectively, were repaid and replaced with a new Term Loan B of
$108,000 and a new TLC of $64,000. Borrowings under the Credit Facility are paid
quarterly and bear interest at rates which varied through the three months ended
March 30, 2002 from 3.65% to 4.56%.

    In addition, as part of the Transaction, the Company issued $150,000 USD
denominated and E100,000 EUR denominated principal amount of 13% Senior
Subordinated Notes due 2009 (the "Notes") to qualified institutional buyers. At
March 30, 2002, the E100,000 EUR notes translated into $87,160 USD denominated
equivalent.

5.  REDEEMABLE PREFERRED STOCK

    The Company issued one million shares of Series A Preferred Stock in
conjunction with a recapitalization and stock purchase agreement (the
"Transaction") with its former parent, H.J. Heinz Company ("Heinz"). The
liquidation preference of the Series A Preferred Stock is $25 per share.

    On March 1, 2002, the Company redeemed from Heinz all of the Company's
Series A Preferred Stock for a redemption price of $25,000 plus accrued and
unpaid dividends. The redemption was

                                      F-52
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5.  REDEEMABLE PREFERRED STOCK (CONTINUED)
financed through additional borrowings of $12,000 under the Revolving Credit
Facility and cash from operations.

6.  EARNINGS PER SHARE

    Basic earnings per share ("EPS") computations are calculated utilizing the
weighted average number of common shares outstanding during the periods
presented. Diluted EPS includes the weighted average number of common shares
outstanding and the effect of common stock equivalents. The following table sets
forth the computation of basic and diluted EPS.

<Table>
<Caption>
                                                            THREE MONTHS ENDED
                                                          -----------------------
                                                          MARCH 31,    MARCH 30,
                                                             2001         2002
                                                          ----------   ----------
<S>                                                       <C>          <C>
Numerator:
  Net income............................................   $ 23,238     $ 37,284
  Preferred stock dividends.............................        375          254
                                                           --------     --------
    Numerator for basic and diluted EPS-net income
      available to common shareholders..................   $ 22,863     $ 37,030
                                                           ========     ========
Denominator:
  Denominator for basic EPS-weighted-average shares.....    111,988      105,639
  Effect of dilutive securities:
    Stock options.......................................      1,625        2,444
                                                           --------     --------
  Denominator for diluted EPS-weighted-average shares...    113,613      108,083
                                                           ========     ========
EPS:
  Basic EPS.............................................   $   0.20     $   0.35
                                                           ========     ========
  Diluted EPS...........................................   $   0.20     $   0.34
                                                           ========     ========
</Table>

                                      F-53
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

7.  INCOME TAXES

    The effective tax rate for the three months ended March 31, 2001 and
March 30, 2002 were 33.7% and 38.7%, respectively. For the three months ended
March 31, 2001, the primary differences between the U.S. federal statutory tax
rate and the Company's effective tax rate were state income taxes, offset by
lower statutory tax rates in certain foreign jurisdictions and the deferred tax
asset valuation allowance. For the three months ended March 30, 2002, the
primary differences between the U.S. federal statutory tax rate and the
Company's effective tax rate were state income taxes, offset by lower statutory
tax rates in certain foreign jurisdictions.

8.  WEIGHTWATCHERS.COM

    LOAN AGREEMENT:

    Pursuant to the amended loan agreement dated September 10, 2001 between the
Company and WeightWatchers.com, through fiscal year 2001, the Company provided
loans to WeightWatchers.com aggregating $34,500. The Company is not required to
provide any additional funding to WeightWatchers.com. As WeightWatchers.com is
an equity investee, and the Company has been the only entity providing funding
through fiscal year 2001, the Company reduced its loan receivable balances by
all of WeightWatchers.com's losses. The remaining loan receivable balances were
then reviewed for impairment. As a result of such review, the Company recorded a
full valuation allowance against the remaining loan receivable balances.

    The loans bear interest at 13% per year, beginning on January 1, 2002, and
beginning March 31, 2002, interest shall be paid to the Company semi-annually.
All principal outstanding under the agreement is payable in six semi-annual
installments commencing on March 31, 2004. For the three months ended March 30,
2002, the Company recorded interest income of $1,100 on the note, for which
payment in full was received in April 2002.

    In addition, the Company has guaranteed an operating lease of
WeightWatchers.com for office space. The annual rental rate is $459 plus
increases for operating expenses and real estate taxes. The lease expires in
September 2003. If it is determined that WeightWatchers.com cannot meet its
obligations under the terms of the operating lease, the Company will be required
to fund this obligation and record a liability for the remaining lease payments,
less any estimated sublease revenues.

    INTELLECTUAL PROPERTY LICENSE:

    The Company entered into an amended and restated intellectual property
license agreement dated September 29, 2001, with WeightWatchers.com. In fiscal
2002, the Company began earning royalties pursuant to the agreement. For the
three months ended March 30, 2002, the Company recorded royalty income of $720,
for which payment in full was received in May 2002.

9.  LEGAL

    Due to the nature of its activities, the Company is, at times, subject to
pending and threatened legal actions that arise out of the normal course of
business. In the opinion of management, based in part upon advice of legal
counsel, the disposition of all such matters is not expected to have a material
effect on the Company's results of operations, its financial condition and its
cash flows.

                                      F-54
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

10.  DERIVATIVE INSTRUMENTS AND HEDGING

    The Company enters into forward and swap contracts to hedge transactions
denominated in foreign currencies to reduce currency risk associated with
fluctuating exchange rates. These contracts are used primarily to hedge certain
foreign currency cash flows and for payments arising from some of the Company's
foreign currency denominated debt obligations. In addition, the Company enters
into interest rate swaps to hedge a substantial portion of its variable rate
debt. As of March 31, 2001 and March 30, 2002, the Company held currency and
interest rate swap contracts to purchase certain foreign currencies totaling
$202,011 and $202,473, respectively. The Company also held separate currency and
interest rate swap contracts to sell foreign currencies of $207,047 and 206,437,
respectively.

    As of March 30, 2002, losses of $82 ($51 net of taxes) for qualifying hedges
were reported as a component of accumulated other comprehensive loss. For the
three months ended March 30, 2002, the ineffective portion of changes in fair
values of cash flow hedges were not material. Fair value adjustments for
non-qualifying hedges resulted in a reduction of net income of $280 ($444 before
taxes) for the three months ended March 30, 2002. In addition, for the three
months ended March 30, 2002, reclassification to earnings from accumulated other
comprehensive loss resulted in a decrease to net income of $142 ($225 before
taxes).

11.  COMPREHENSIVE INCOME

    Comprehensive income for the Company includes net income, the effects of
foreign currency translation and changes in the fair value of derivative
instruments.

    Comprehensive income is as follows:

<Table>
<Caption>
                                                                THREE MONTHS ENDED
                                                              -----------------------
                                                              MARCH 31,    MARCH 30,
                                                                 2001         2002
                                                              ----------   ----------
<S>                                                           <C>          <C>
Net income..................................................    $23,238      $37,284
Foreign currency translation adjustment.....................     (3,950)       4,710
Change in fair value of derivatives
  Cumulative effect of the adoption of SFAS 133.............     (5,086)
  Current period changes in fair value of derivatives.......         --          193
                                                                -------      -------
Comprehensive income........................................    $14,202      $42,187
                                                                =======      =======
</Table>

12.  GUARANTOR SUBSIDIARIES

    The Company's payment obligations under the Notes are fully and
unconditionally guaranteed on a joint and several basis by the following
wholly-owned subsidiaries: 58 WW Food Corp.; Waist Watchers, Inc.; Weight
Watchers Camps, Inc.; W.W. Camps and Spas, Inc.; Weight Watchers Direct, Inc.;
W/W Twentyfirst Corporation; W.W. Weight Reduction Services, Inc.; W.W.I.
European Services Ltd.; W.W. Inventory Service Corp.; Weight Watchers North
America, Inc.; Weight Watchers UK Holdings Ltd.; Weight Watchers International
Holdings Ltd.; Weight Watchers (U.K.) Limited; Weight Watchers (Exercise) Ltd.;
Weight Watchers (Accessories & Publication) Ltd.; Weight Watchers (Food
Products) Limited; Weight Watchers New Zealand Limited; BLTC Pty Ltd.; LLTC
Pty Ltd.;

                                      F-55
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

12.  GUARANTOR SUBSIDIARIES (CONTINUED)
Weight Watchers Asia Pacific Finance Limited Partnership (APF); Weight Watchers
International Pty Limited; Fortuity Pty Ltd.; and Gutbusters Pty Ltd.
(collectively, the "Guarantor Subsidiaries"). The obligations of each Guarantor
Subsidiary under its guarantee of the Notes are subordinated to such
subsidiary's obligations under its guarantee of the Credit Facility.

    Presented below is condensed consolidating financial information for Weight
Watchers International, Inc. ("Parent Company"), the Guarantor Subsidiaries and
the Non-Guarantor Subsidiaries (primarily companies incorporated in European
countries other than the United Kingdom). In the Company's opinion, separate
financial statements and other disclosures concerning each of the Guarantor
Subsidiaries would not provide additional information that is material to
investors. Therefore, the Guarantor Subsidiaries are combined in the
presentation below.

    Investments in subsidiaries are accounted for by the Parent Company
utilizing the equity method of accounting. Earnings of subsidiaries are,
therefore, reflected in the Parent Company's investments in subsidiaries'
accounts. The elimination entries eliminate investments in subsidiaries and
intercompany balances and transactions.

                                      F-56
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

          SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

                            AS OF DECEMBER 29, 2001
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                 NON-
                                                   PARENT      GUARANTOR      GUARANTOR
                                                   COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                  ---------   ------------   ------------   ------------   ------------
<S>                                               <C>         <C>            <C>            <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents.....................  $   6,230     $  8,804        $ 8,304       $      --     $  23,338
  Receivables, net..............................      2,638        9,229          1,752              --        13,619
  Inventories...................................         --       21,902          4,303              --        26,205
  Prepaid expenses, other.......................      1,263       16,743          2,711              --        20,717
  Intercompany (payables) receivables...........   (157,902)     147,317         10,585              --            --
                                                  ---------     --------        -------       ---------     ---------
    TOTAL CURRENT ASSETS........................   (147,771)     203,995         27,655              --        83,879

Investment in consolidated subsidiaries.........    416,812           --             --        (416,812)           --
Property and equipment, net.....................      1,221        8,132          1,372              --        10,725
Notes and other receivables, noncurrent.........        325           --             --              --           325
Goodwill, trademarks and other intangibles,
  net...........................................     27,643      212,843            679              --       241,165
Deferred income taxes...........................     35,253      101,028             --              --       136,281
Deferred financing costs, other.................      9,626         (537)         1,384              --        10,473
                                                  ---------     --------        -------       ---------     ---------
    TOTAL ASSETS................................  $ 343,109     $525,461        $31,090       $(416,812)    $ 482,848
                                                  =========     ========        =======       =========     =========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND
  SHAREHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
  Portion of long-term debt due within one
    year........................................  $  15,219     $    480        $    --       $      --     $  15,699
  Accounts payable..............................      1,287       14,077          2,334              --        17,698
  Accrued liabilities...........................     28,537       16,490          7,427              --        52,454
  Income taxes..................................    (11,694)      18,544          2,289              --         9,139
  Deferred revenue..............................         --       11,121          1,899              --        13,020
                                                  ---------     --------        -------       ---------     ---------
    TOTAL CURRENT LIABILITIES...................     33,349       60,712         13,949              --       108,010

  Long-term debt................................    394,800       63,520             --              --       458,320
  Deferred income taxes.........................      2,481          109            579              --         3,169
  Other.........................................         --          624            246              --           870
                                                  ---------     --------        -------       ---------     ---------
    TOTAL LONG-TERM DEBT AND OTHER
      LIABILITIES...............................    397,281       64,253            825              --       462,359

  Redeemable preferred stock....................     25,996           --             --              --        25,996
  Shareholders' (deficit) equity................   (113,517)     400,496         16,316        (416,812)     (113,517)
                                                  ---------     --------        -------       ---------     ---------
    TOTAL LIABILITIES, REDEEMABLE PREFERRED
      STOCK AND SHAREHOLDERS' (DEFICIT)
      EQUITY....................................  $ 343,109     $525,461        $31,090       $(416,812)    $ 482,848
                                                  =========     ========        =======       =========     =========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-57
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

          SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

                              AS OF MARCH 30, 2002

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                          NON-
                                            PARENT      GUARANTOR      GUARANTOR
                                            COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                           ---------   ------------   ------------   ------------   ------------
<S>                                        <C>         <C>            <C>            <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents..............  $   9,139     $ 17,529        $ 7,826       $      --      $ 34,494
  Receivables, net.......................      1,817       11,577          3,240              --        16,634
  Inventories............................         --       17,547          4,670              --        22,217
  Prepaid expenses, other................      1,194       15,546          2,139              --        18,879
  Intercompany (payables) receivables....   (169,490)     155,003         14,487              --            --
                                           ---------     --------        -------       ---------      --------
    TOTAL CURRENT ASSETS.................   (157,340)     217,202         32,362              --        92,224

Investment in consolidated
  subsidiaries...........................    458,374           --             --        (458,374)           --
Property and equipment, net..............      1,160        8,397          1,365              --        10,922
Notes and other receivables,
  noncurrent.............................        243           --             --              --           243
Goodwill, trademarks and other
  intangibles, net.......................     27,610      259,749            670              --       288,029
Deferred income taxes....................     34,699      100,073          1,089                       135,861
Deferred financing costs, other..........      9,299         (435)         1,388                        10,252
                                           ---------     --------        -------       ---------      --------
    TOTAL ASSETS.........................  $ 374,045     $584,986        $36,874       $(458,374)     $537,531
                                           =========     ========        =======       =========      ========

LIABILITIES AND SHAREHOLDERS' (DEFICIT)
  EQUITY CURRENT LIABILITIES
  Portion of long-term debt due within
    one year.............................  $  31,719     $    480        $    --       $      --      $ 32,199
  Accounts payable.......................        483        9,224          3,309              --        13,016
  Accrued liabilities....................     27,405       25,846          8,178              --        61,429
  Income taxes...........................     (7,933)      28,531          2,173              --        22,771
  Deferred revenue.......................         --       19,081          1,644              --        20,725
                                           ---------     --------        -------       ---------      --------
    TOTAL CURRENT LIABILITIES............     51,674       83,162         15,304              --       150,140

  Long-term debt.........................    389,978       63,520             --              --       453,498
  Deferred income taxes..................      2,481          112            576              --         3,169
  Other..................................         --          525            287              --           812
                                           ---------     --------        -------       ---------      --------
    TOTAL LONG-TERM DEBT AND OTHER
      LIABILITIES........................    392,459       64,157            863              --       457,479

  Shareholders' (deficit) equity.........    (70,088)     437,667         20,707        (458,374)      (70,088)
                                           ---------     --------        -------       ---------      --------
    TOTAL LIABILITIES AND SHAREHOLDERS'
      (DEFICIT) EQUITY...................  $ 374,045     $584,986        $36,874       $(458,374)     $537,531
                                           =========     ========        =======       =========      ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-58
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

     SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

                   FOR THE THREE MONTHS ENDED MARCH 31, 2001

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                      NON-
                                         PARENT     GUARANTOR      GUARANTOR
                                        COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        --------   ------------   ------------   ------------   ------------
<S>                                     <C>        <C>            <C>            <C>            <C>
Revenues, net.........................  $   881      $141,574       $29,496        $     --       $171,951
Cost of revenues......................      502        61,359        15,582              --         77,443
                                        -------      --------       -------        --------       --------
    Gross profit......................      379        80,215        13,914              --         94,508

Marketing expenses....................       --        22,088         5,012              --         27,100
Selling, general and administrative
  expenses............................    6,079        10,750         2,334              --         19,163
                                        -------      --------       -------        --------       --------
    Operating (loss) income...........   (5,700)       47,377         6,568              --         48,245

Interest expense (income), net........    9,720         4,565          (165)             --         14,120
Other (income) expenses, net..........     (998)           12            --              --           (986)
Equity in income of consolidated
  subsidiaries........................   25,355            --            --         (25,355)            --
Franchise commission income (loss)....   13,074       (11,506)       (1,568)             --             --
                                        -------      --------       -------        --------       --------
    Income before income taxes and
      minority interest...............   24,007        31,294         5,165         (25,355)        35,111

Provision for income taxes............      769         9,313         1,733              --         11,815
                                        -------      --------       -------        --------       --------
    Income before minority interest...   23,238        21,981         3,432         (25,355)        23,296

Minority interest.....................       --            --            58              --             58
                                        -------      --------       -------        --------       --------
    Net income........................  $23,238      $ 21,981       $ 3,374        $(25,355)      $ 23,238
                                        =======      ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-59
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

     SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

                   FOR THE THREE MONTHS ENDED MARCH 30, 2002

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                      NON-
                                         PARENT     GUARANTOR      GUARANTOR
                                        COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        --------   ------------   ------------   ------------   ------------
<S>                                     <C>        <C>            <C>            <C>            <C>
Revenues, net.........................  $ 1,510      $181,482       $29,511        $     --       $212,503
Cost of revenues......................       60        80,122        15,835              --         96,017
                                        -------      --------       -------        --------       --------
  Gross profit........................    1,450       101,360        13,676              --        116,486

Marketing expenses....................       --        24,743         4,582              --         29,325
Selling, general and administrative
  expenses............................    4,265         9,519         2,321              --         16,105
                                        -------      --------       -------        --------       --------
  Operating (loss) income.............   (2,815)       67,098         6,773              --         71,056

Interest expense (income), net........    8,625         2,379          (190)             --         10,814
Other (income) expenses, net..........   (1,410)          804           (15)             --           (621)
Equity in income of consolidated
  subsidiaries........................   36,807            --            --         (36,807)            --
Franchise commission income (loss)....   16,469       (14,821)       (1,648)             --             --
                                        -------      --------       -------        --------       --------
  Income before income taxes and
    minority interest.................   43,246        49,094         5,330         (36,807)        60,863

Provision for income taxes............    5,962        15,684         1,907              --         23,553
                                        -------      --------       -------        --------       --------
  Income before minority interest.....   37,284        33,410         3,423         (36,807)        37,310

Minority interest.....................       --            --            26              --             26
                                        -------      --------       -------        --------       --------
  Net income..........................  $37,284      $ 33,410       $ 3,397        $(36,807)      $ 37,284
                                        =======      ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-60
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

     SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                      FOR THE THREE MONTHS MARCH 31, 2001

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                     NON-
                                       PARENT      GUARANTOR      GUARANTOR
                                       COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                      ---------   ------------   ------------   ------------   ------------
<S>                                   <C>         <C>            <C>            <C>            <C>
  Cash (used for) provided by
    operating activities............  $ (21,848)    $100,650        $2,088        $(25,355)      $ 55,535
                                      ---------     --------        ------        --------       --------
Investing activities:
  Capital expenditures..............        (20)        (546)         (125)             --           (691)
  Advances to equity investment.....     (5,863)          --            --              --         (5,863)
  Acquisition.......................         --      (83,800)           --              --        (83,800)
  Other items, net..................       (404)      (1,346)          (55)             --         (1,805)
                                      ---------     --------        ------        --------       --------
    Cash used for investing
      activities....................     (6,287)     (85,692)         (180)             --        (92,159)
                                      ---------     --------        ------        --------       --------
Financing activities:
  Net decrease in short-term
    borrowings......................       (355)        (274)           --              --           (629)
  Parent company investment in
    subsidiaries....................    (12,917)          --            --          12,917             --
  Proceeds from borrowings..........     60,000           --            --              --         60,000
  Payment of dividends..............         --       (8,488)           --           8,488             --
  Payments on long-term debt........    (28,313)        (217)           --              --        (28,530)
                                      ---------     --------        ------        --------       --------
    Cash provided by (used for)
      financing activities..........     18,415       (8,979)           --          21,405         30,841
                                      ---------     --------        ------        --------       --------
Effect of exchange rate changes on
  cash and cash equivalents.........     (3,926)        (975)         (881)          3,950         (1,832)
Net (decrease) increase in cash and
  cash equivalents..................    (13,646)       5,004         1,027              --         (7,615)
Cash and cash equivalents, beginning
  of year...........................     26,699       11,191         6,611              --         44,501
                                      ---------     --------        ------        --------       --------
Cash and cash equivalents, end of
  period............................  $  13,053     $ 16,195        $7,638        $     --       $ 36,886
                                      =========     ========        ======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-61
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

     SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                   FOR THE THREE MONTHS ENDED MARCH 30, 2002

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                     NON-
                                        PARENT     GUARANTOR      GUARANTOR
                                       COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                       --------   ------------   ------------   ------------   ------------
<S>                                    <C>        <C>            <C>            <C>            <C>
  Cash provided by (used for)
    operating activities.............  $ 53,428     $ 58,981       $(2,448)       $(36,807)      $ 73,154
                                       --------     --------       -------        --------       --------
Investing activities:
  Capital expenditures...............       (25)        (864)         (152)             --         (1,041)
  Acquisition........................        --      (46,548)           --              --        (46,548)
  Other items, net...................       (64)         (97)           --              --           (161)
                                       --------     --------       -------        --------       --------
Cash used for investing activities...       (89)     (47,509)         (152)             --        (47,750)
                                       --------     --------       -------        --------       --------
Financing activities:
  Net decrease in short-term
    borrowings.......................      (741)        (654)           --              --         (1,395)
  Parent company investment in
    subsidiaries.....................   (41,562)          --            --          41,562             --
  Proceeds from borrowings...........    58,500           --            --              --         58,500
  Payment of dividends...............    (1,249)          --            --              --         (1,249)
  Payments on long-term debt.........   (45,602)          --            --              --        (45,602)
  Redemption of redeemable preferred
    stock............................   (25,000)          --            --              --        (25,000)
  Proceeds from stock options
    exercised........................       526           --            --              --            526
                                       --------     --------       -------        --------       --------
  Cash used for financing
    activities.......................   (55,128)        (654)           --          41,562        (14,220)
                                       --------     --------       -------        --------       --------
Effect of exchange rate changes on
  cash and cash equivalents..........     4,698       (2,093)        2,122          (4,755)           (28)
Net increase (decrease) in cash and
  cash equivalents...................     2,909        8,725          (478)             --         11,156
Cash and cash equivalents, beginning
  of period..........................     6,230        8,804         8,304              --         23,338
                                       --------     --------       -------        --------       --------
Cash and cash equivalents, end of
  period.............................  $  9,139     $ 17,529       $ 7,826        $     --       $ 34,494
                                       ========     ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-62
<Page>
                          Picture of POINTS Calculator
                   Picture of WeightWatchers.com website page
                              Weight Watchers Logo
                             Picture of recipe book
                      Pictures of Just 2 POINTS snack bars
                       Picture of Weight Watchers candies
     Picture of Weight Watchers book by Sarah Ferguson, the Duchess of York
<Page>
                                     [LOGO]
<Page>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    The actual and estimated expenses in connection with the offering, all of
which will be borne by Weight Watchers International, Inc. are as follows:

<Table>
<S>                                                           <C>
SEC Registration Fee........................................  $   78,412
Printing and Engraving Expenses.............................     135,000
Legal Fees..................................................     150,000
Accounting Fees.............................................     200,000
NASD Filing Fee.............................................      30,500
Miscellaneous...............................................       6,088
                                                              ----------
Total.......................................................  $  600,000
                                                              ==========
</Table>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Our articles of incorporation provide for the indemnification of our
directors and officers in a variety of circumstances, which may include
indemnification for liabilities under the Securities Act. Under sections
13.1-697 and 13.1-702 of the Virginia Stock Corporation Act, a Virginia
corporation generally is authorized to indemnify its directors and officers in
civil and criminal actions if they acted in good faith and believed their
conduct to be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the conduct was
unlawful. Our articles of incorporation require indemnification of directors and
officers with respect to certain liabilities and expenses imposed upon them by
reason of having been a director or officer, except in the case of willful
misconduct or a knowing violation of criminal law. We also carry insurance on
behalf of our directors, officers, employees or agents that may cover
liabilities under the Securities Act. In addition, the Virginia Stock
Corporation Act and our articles of incorporation eliminate the liability for
monetary damages of a director officer in a shareholder or derivative
proceeding. This elimination of liability will not apply in the event of willful
misconduct or a knowing violation of criminal law or any federal or state
securities law. Sections 13.1-692.1 and 13.1-696 through 704 of the Virginia
Stock Corporation Act are incorporated into this paragraph by reference.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.

(A) EXHIBITS.

<Table>
<Caption>
EXHIBIT NO.                                DESCRIPTION OF EXHIBIT
- -----------                                ----------------------
<C>                     <S>
        1.1**           Form of Underwriting Agreement.

        2.1             Recapitalization and Stock Purchase Agreement, dated
                        July 22, 1999, among Weight Watchers International, Inc.,
                        H.J. Heinz Company and Artal International S.A.
                        (Incorporated by reference to Exhibit 2 of Weight Watchers
                        International, Inc.'s Form S-4 Registration Statement
                        No. 333-92005).

        4.1             Senior Subordinated Dollar Notes Indenture, dated as of
                        September 29, 1999, between Weight Watchers International,
                        Inc. and Norwest Bank Minnesota, National Association
                        (Incorporated by reference to Exhibit 4.1 of Weight Watchers
                        International, Inc.'s Form S-4 Registration Statement No.
                        333-92005).
</Table>

                                      II-1
<Page>

<Table>
<Caption>
EXHIBIT NO.                                DESCRIPTION OF EXHIBIT
- -----------                                ----------------------
<C>                     <S>
        4.2             Guarantee Agreement, dated as of March 3, 2000, given by 58
                        WW Food Corp., Waist Watchers, Inc., Weight Watchers Camps,
                        Inc. W.W. Camps and Spas, Inc., Weight Watchers Direct,
                        Inc., W/W Twentyfirst Corporation, W.W. Weight Reduction
                        Services, Inc., W.W.I. European Services, Ltd., W.W.
                        Inventory Service Corp., Weight Watchers North America,
                        Inc., Weight Watchers UK Holdings Ltd, Weight Watchers
                        International Holdings Ltd, Weight Watchers U.K. Limited,
                        Weight Watchers (Accessories & Publications) Ltd, Weight
                        Watchers (Food Products) Limited, Weight Watchers New
                        Zealand Limited, Weight Watchers International Pty Limited,
                        Fortuity Pty Ltd and Gutbusters Pty Ltd. (Incorporated by
                        reference to Exhibit 4.2 of Weight Watchers International,
                        Inc.'s Form S-4 Registration Statement No. 333-92005).

        4.3             Senior Subordinated Euro Notes Indenture, dated as of
                        September 29, 1999, between Weight Watchers International
                        Inc. and Norwest Bank Minnesota, National Association
                        (Incorporated by reference to Exhibit 4.3 of Weight Watchers
                        International, Inc.'s Form S-4 Registration Statement No.
                        333-92005).

        4.4             Guarantee Agreement, dated as of March 3, 2000, given by 58
                        WW Food Corp., Waist Watchers, Inc., Weight Watchers Camps,
                        Inc. W.W. Camps and Spas, Inc., Weight Watchers Direct,
                        Inc., W/W Twentyfirst Corporation, W.W. Weight Reduction
                        Services, Inc., W.W.I. European Services, Ltd., W.W.
                        Inventory Service Corp., Weight Watchers North America,
                        Inc., Weight Watchers UK Holdings Ltd, Weight Watchers
                        International Holdings Ltd, Weight Watchers U.K. Limited,
                        Weight Watchers (Accessories & Publications) Ltd, Weight
                        Watchers (Food Products) Limited, Weight Watchers New
                        Zealand Limited, Weight Watchers International Pty Limited,
                        Fortuity Pty Ltd and Gutbusters Pty Ltd. (Incorporated by
                        reference to Exhibit 4.4 of Weight Watchers International,
                        Inc.'s Form S-4 Registration Statement No. 333-92005).

        4.5*            Rights Agreement, dated as of November 15, 2001, between
                        Weight Watchers International, Inc. and EquiServe Trust
                        Company, N.A.

        4.6             Specimen of stock certificate representing Weight Watchers
                        International, Inc.'s common stock, no par value
                        (Incorporated by reference to Exhibit 4.6 of Weight Watchers
                        International, Inc.'s Form S-1 Registration Statement
                        No. 333-69362).

        5.1**           Opinion of Hunton & Williams.

       23.1**           Consent of Hunton & Williams (included in Exhibit 5.1).

       23.2*            Consent of PricewaterhouseCoopers LLP, Independent
                        Accountants.

       24*              Power of Attorney (included on signature page herewith).
</Table>

- ------------------------

*   Filed herewith.

**  To be filed by amendment.

(B) FINANCIAL STATEMENT SCHEDULE

    Schedule II--Valuation and Qualifying Accounts--year ended December 29,
     2001, eight months ended December 30, 2000, and years ended April 29,
     2000 and April 24, 1999 on page II-4.

                                      II-2
<Page>
                       REPORT OF INDEPENDENT ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of Weight Watchers International, Inc.:

    Our audits of the consolidated financial statements referred to in our
report dated February 19, 2002, except as to the last paragraph of Note 19,
which is as of March 1, 2002, appearing elsewhere in this Registration Statement
also included an audit of the financial statement schedule listed in Item 16(b)
of this Form S-3. In our opinion, this financial statement schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP
New York, New York
February 19, 2002

                                      II-3
<Page>
                      WEIGHT WATCHERS INTERNATIONAL, INC.

                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                 CHARGED
                                                    BALANCE AT   TO COSTS                   BALANCE AT
                                                    BEGINNING      AND                        END OF
                                                    OF PERIOD    EXPENSES   DEDUCTIONS(1)     PERIOD
                                                    ----------   --------   -------------   ----------
<S>                                                 <C>          <C>        <C>             <C>
FISCAL YEAR ENDED DECEMBER 29, 2001
  Allowance for doubtful accounts.................    $  797      $6,330       $(6,401)       $  726
  Inventory reserves, other.......................     2,532       2,718        (2,541)        2,709

EIGHT MONTHS ENDED DECEMBER 30, 2000
  Allowance for doubtful accounts.................    $  609      $  198       $   (10)       $  797
  Inventory reserves, other.......................     1,557       3,993        (3,018)        2,532

FISCAL YEAR ENDED APRIL 29, 2000
  Allowance for doubtful accounts.................    $  994      $ (385)      $    --        $  609
  Inventory reserves, other.......................     1,436       3,360        (3,239)        1,557

FISCAL YEAR ENDED APRIL 24, 1999
  Allowance for doubtful accounts.................    $  876      $  118       $    --        $  994
  Inventory reserves, other.......................     3,961       1,923        (4,448)        1,436
</Table>

- ------------------------

(1) Primarily represents the utilization of established reserves, net of
    recoveries.

                                      II-4
<Page>
ITEM 17. UNDERTAKINGS.

    (a) The undersigned registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each filing
       of the registrant's annual report pursuant to Section 13(a) or
       Section 15(d) of the Securities Exchange Act of 1934 (and, where
       applicable, each filing of an employee benefit plan's annual report
       pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
       incorporated by reference in the registration statement shall be deemed
       to be a new registration statement relating to the securities offered
       therein, and the offering of such securities at that time shall be deemed
       to be the initial bona fide offering thereof.

    (b) Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 (the "Securities Act") may be permitted to directors,
       officers and controlling persons of the registrant pursuant to the
       foregoing provisions, or otherwise, the registrant has been advised that
       in the opinion of the Securities and Exchange Commission such
       indemnification is against public policy as expressed in the Securities
       Act and is, therefore, unenforceable. In the event that a claim for
       indemnification against such liabilities (other than the payment by the
       registrant of expenses incurred or paid by a director, officer or
       controlling person of the registrant in the successful defense of any
       action, suit or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities being registered,
       the registrant will, unless in the opinion of its counsel the matter has
       been settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question whether such indemnification by it is against
       public policy as expressed in the Securities Act and will be governed by
       the final adjudication of such issue.

    (c) The undersigned registrant hereby undertakes that:

           (1)  For purposes of determining any liability under the Securities
       Act, the information omitted from the form of prospectus filed as part of
       this Registration Statement in reliance upon Rule 430A and contained in a
       form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
       (4) or 497(h) under the Securities Act shall be deemed to be part of this
       Registration Statement as of the time it was declared effective.

           (2)  For the purpose of determining any liability under the
       Securities Act, each post-effective amendment that contains a form of
       prospectus shall be deemed to be a new registration statement relating to
       the securities offered therein, and the offering of such securities at
       that time shall be deemed to be the initial bona fide offering thereof.

                                      II-5
<Page>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 31, 2002.

<Table>
<S>                                                    <C>  <C>
                                                       WEIGHT WATCHERS INTERNATIONAL, INC.

                                                       By:               /s/ LINDA HUETT
                                                            -----------------------------------------
                                                                           Linda Huett
                                                              President, Chief Executive Officer and
                                                                             Director
</Table>

                               POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below hereby constitutes and appoints Sacha Lainovic, Christopher Sobecki and
Robert W. Hollweg or any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any and all amendments
to the Registration Statement, including post-effective amendments, and
registration statements filed pursuant to Rule 462 under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to
the requirements of the Securities Act, as amended, this Registration Statement
has been signed below by the following persons in the capacities indicated on
the 31st day of May, 2002.

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
                                                       President, Chief Executive
                   /s/ LINDA HUETT                       Officer and Director
     -------------------------------------------         (PRINCIPAL EXECUTIVE
                     Linda Huett                         OFFICER)                        May 31, 2002

                                                       Vice President and Chief
                 /s/ ANN M. SARDINI                      Financial Officer
     -------------------------------------------         (PRINCIPAL FINANCIAL AND
                   Ann M. Sardini                        ACCOUNTING OFFICER)             May 31, 2002

                 /s/ RAYMOND DEBBANE
     -------------------------------------------       Chairman of the Board of
                   Raymond Debbane                       Directors                       May 31, 2002

              /s/ MARSHA JOHNSON EVANS
     -------------------------------------------       Director
                Marsha Johnson Evans                                                     May 31, 2002
</Table>

                                      II-6
<Page>

<Table>
<Caption>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
               /s/ JONAS M. FAJGENBAUM
     -------------------------------------------       Director
                 Jonas M. Fajgenbaum                                                     May 31, 2002

                 /s/ SACHA LAINOVIC
     -------------------------------------------       Director
                   Sacha Lainovic                                                        May 31, 2002

                   /s/ SAM K. REED
     -------------------------------------------       Director
                     Sam K. Reed                                                         May 31, 2002

             /s/ CHRISTOPHER J. SOBECKI
     -------------------------------------------       Director
               Christopher J. Sobecki                                                    May 31, 2002
</Table>

                                      II-7
<Page>
                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT NO.                                DESCRIPTION OF EXHIBIT
- -----------                                ----------------------
<C>                     <S>
        1.1**           Form of Underwriting Agreement.
        2.1             Recapitalization and Stock Purchase Agreement, dated
                        July 22, 1999, among Weight Watchers International, Inc.,
                        H.J. Heinz Company and Artal International S.A.
                        (Incorporated by reference to Exhibit 2 of Weight Watchers
                        International, Inc.'s Form S-4 Registration Statement
                        No. 333-92005).
        4.1             Senior Subordinated Dollar Notes Indenture, dated as of
                        September 29, 1999, between Weight Watchers International,
                        Inc. and Norwest Bank Minnesota, National Association
                        (Incorporated by reference to Exhibit 4.1 of Weight Watchers
                        International, Inc.'s Form S-4 Registration Statement No.
                        333-92005).
        4.2             Guarantee Agreement, dated as of March 3, 2000, given by 58
                        WW Food Corp., Waist Watchers, Inc., Weight Watchers Camps,
                        Inc. W.W. Camps and Spas, Inc., Weight Watchers Direct,
                        Inc., W/W Twentyfirst Corporation, W.W. Weight Reduction
                        Services, Inc., W.W.I. European Services, Ltd., W.W.
                        Inventory Service Corp., Weight Watchers North America,
                        Inc., Weight Watchers UK Holdings Ltd, Weight Watchers
                        International Holdings Ltd, Weight Watchers U.K. Limited,
                        Weight Watchers (Accessories & Publications) Ltd, Weight
                        Watchers (Food Products) Limited, Weight Watchers New
                        Zealand Limited, Weight Watchers International Pty Limited,
                        Fortuity Pty Ltd and Gutbusters Pty Ltd. (Incorporated by
                        reference to Exhibit 4.2 of Weight Watchers International,
                        Inc.'s Form S-4 Registration Statement No. 333-92005).
        4.3             Senior Subordinated Euro Notes Indenture, dated as of
                        September 29, 1999, between Weight Watchers International
                        Inc. and Norwest Bank Minnesota, National Association
                        (Incorporated by reference to Exhibit 4.3 of Weight Watchers
                        International, Inc.'s Form S-4 Registration Statement No.
                        333-92005).
        4.4             Guarantee Agreement, dated as of March 3, 2000, given by 58
                        WW Food Corp., Waist Watchers, Inc., Weight Watchers Camps,
                        Inc. W.W. Camps and Spas, Inc., Weight Watchers Direct,
                        Inc., W/W Twentyfirst Corporation, W.W. Weight Reduction
                        Services, Inc., W.W.I. European Services, Ltd., W.W.
                        Inventory Service Corp., Weight Watchers North America,
                        Inc., Weight Watchers UK Holdings Ltd, Weight Watchers
                        International Holdings Ltd, Weight Watchers U.K. Limited,
                        Weight Watchers (Accessories & Publications) Ltd, Weight
                        Watchers (Food Products) Limited, Weight Watchers New
                        Zealand Limited, Weight Watchers International Pty Limited,
                        Fortuity Pty Ltd and Gutbusters Pty Ltd. (Incorporated by
                        reference to Exhibit 4.4 of Weight Watchers International,
                        Inc.'s Form S-4 Registration Statement No. 333-92005).
        4.5*            Rights Agreement, dated as of November 15, 2001, between
                        Weight Watchers International, Inc. and EquiServe Trust
                        Company, N.A.
        4.6             Specimen of stock certificate representing Weight Watchers
                        International, Inc.'s common stock, no par value
                        (Incorporated by reference to Exhibit 4.6 of Weight Watchers
                        International, Inc.'s Form S-1 Registration Statement
                        No. 333-69362).
        5.1**           Opinion of Hunton & Williams.
       23.1**           Consent of Hunton & Williams (included in Exhibit 5.1).
       23.2*            Consent of PricewaterhouseCoopers LLP, Independent
                        Accountants.
       24*              Power of Attorney (included on signature page herewith).
</Table>

- ------------------------

*   Filed herewith.

**  To be filed by amendment.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>3
<FILENAME>a2081041zex-4_5.txt
<DESCRIPTION>EXHIBIT 4.5
<TEXT>
<Page>

                                                                     Exhibit 4.5


                       WEIGHT WATCHERS INTERNATIONAL, INC.


                                       and


                         EQUISERVE TRUST COMPANY, N.A.,

                                  Rights Agent


                                Rights Agreement

                          Dated as of November 15, 2001

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
Section                                                                                                        Page
- -------                                                                                                        ----
<S>               <C>                                                                                            <C>
Section 1.        Certain Definitions.............................................................................1

Section 2.        Appointment of Rights Agent.....................................................................6

Section 3.        Issuance of Rights Certificates.................................................................6

Section 4.        Form of Rights Certificates.....................................................................8

Section 5.        Countersignature and Registration...............................................................9

Section 6.        Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated,
                  Destroyed, Lost or Stolen Rights Certificates...................................................9

Section 7.        Exercise of Rights; Purchase Price; Expiration Date of Rights..................................10

Section 8.        Cancellation of Rights Certificates............................................................12

Section 9.        Reservation and Availability of Capital Stock..................................................12

Section 10.       Preferred Stock Record Date....................................................................14

Section 11.       Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights....................14

Section 12.       Certificate of Adjusted Purchase Price or Number of Shares.....................................21

Section 13.       Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power................21

Section 14.       Fractional Rights and Fractional Shares........................................................23

Section 15.       Rights of Action...............................................................................25

Section 16.       Agreement of Rights Holders....................................................................25

Section 17.       Rights Certificate Holder Not Deemed a Stockholder.............................................26

Section 18.       Concerning the Rights Agent....................................................................26

Section 19.       Merger or Consolidation or Change of Name of Rights Agent......................................27

Section 20.       Duties of Rights Agent.........................................................................27

Section 21.       Change of Rights Agent.........................................................................30

Section 22.       Issuance of New Rights Certificates............................................................31

Section 23.       Redemption and Termination.....................................................................31
</Table>

                                        i
<Page>

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>               <C>                                                                                            <C>
Section 24.       Exchange.......................................................................................32

Section 25.       Notice of Certain Events.......................................................................33

Section 26.       Notices........................................................................................33

Section 27.       Supplements and Amendments.....................................................................34

Section 28.       Successors.....................................................................................35

Section 29.       Determinations and Actions by the Board, etc...................................................35

Section 30.       Benefits of this Agreement.....................................................................35

Section 31.       Severability...................................................................................35

Section 32.       Governing Law..................................................................................36

Section 33.       Counterparts...................................................................................36

Section 34.       Descriptive Headings...........................................................................36
</Table>

EXHIBITS
Exhibit A -- Form of Articles of Amendment to the Articles of Incorporation to
             Create a New Series of Preferred Stock
Exhibit B -- Form of Rights Certificates
Exhibit C -- Form of Summary of Rights

                                       ii
<Page>

                                RIGHTS AGREEMENT

          RIGHTS AGREEMENT, dated as of November 15, 2001 (the "Agreement"),
between Weight Watchers International, Inc., a Virginia corporation (the
"Company"), and EquiServe Trust Company, N.A., a federally chartered trust
company (the "Rights Agent").

                                   WITNESSETH

          WHEREAS, on November 14, 2001, the Board of Directors of the Company
(the "Board") authorized the issuance and distribution of one Right (as
hereinafter defined) for each share of Common Stock, no par value, of the
Company outstanding at the close of business on the date of this Agreement (the
"Record Date"), and has authorized the issuance of one Right (as such number may
hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for
each share of Common Stock of the Company issued between the Record Date
(whether originally issued or delivered from the Company's treasury) and the
earliest of the Close of Business on the Distribution Date, the Redemption Date
and the Close of Business on the Final Expiration Date (as such terms are
hereinafter defined) each Right initially representing the right to purchase one
one-hundredth of a share of Series B Junior Participating Preferred Stock of the
Company (the "Preferred Stock") having the rights, powers and preferences set
forth in the form of Form of Articles of Amendment to the Articles of
Incorporation to Create a New Series of Preferred Stock attached hereto as
Exhibit A, upon the terms and subject to the conditions hereinafter set forth
(the "Rights"); provided, however, that Rights may be issued with respect to
shares of Common Stock that shall become outstanding after the Distribution Date
and prior to the earlier of the Redemption Date and the Close of Business on the
Final Expiration Date in accordance with the provisions of Section 22 of the
Agreement;

          NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

          Section 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms have the meanings indicated:

          (a) "Acquiring Person" shall mean any Person who or which, together
with all Associates and Affiliates of such Person, shall be the Beneficial Owner
of ten percent (10%) or more of the then outstanding Common Stock, but shall not
include (i) any Exempted Entity, (ii) the Company, (iii) any Subsidiary of the
Company, (iv) any employee benefit plan of the Company, or of any Subsidiary of
the Company, or any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan or (v) any Person who
becomes the Beneficial Owner of ten percent (10%) or more of the shares of
Common Stock then outstanding as a result of a reduction in the number of shares
of Common Stock outstanding due to the repurchase of shares of Common Stock by
the Company unless and until such Person, after becoming aware that such Person
has become the Beneficial Owner of ten percent (10%) or more of the then
outstanding shares of Common Stock, acquires beneficial ownership of additional
shares of Common Stock representing one percent (1%) or more of the shares of
Common Stock then outstanding or (vi) any such Person who has reported or is
required to report such ownership (but less than 20%) on Schedule 13G under the
Securities and Exchange

<Page>

Act of 1934, as amended and in effect on the date of the Agreement (the
"Exchange Act") (or any comparable or successor report) or on Schedule 13D under
the Exchange Act (or any comparable or successor report) which Schedule 13D does
not state any intention to or reserve the right to control or influence the
management or policies of the Company or engage in any of the actions specified
in Item 4 of such schedule (other than the disposition of the Common Stock) and,
within 10 Business Days of being requested by the Company to advise it regarding
the same, certifies to the Company that such Person acquired shares of Common
Stock in excess of 9.9% inadvertently or without knowledge of the terms of the
Rights and who, together with all Associates and Affiliates, thereafter does not
acquire additional shares of Common Stock while the Beneficial Owner of 10% or
more of the shares of Common Stock then outstanding; provided, however, that if
the Person requested to so certify fails to do so within 10 Business Days, then
such Person shall become an Acquiring Person immediately after such
10-Business-Day period.

          (b) "Act" shall mean the Securities Act of 1933, as amended.

          (c) "Adjustment Shares" shall have the meaning set forth in Section
11(a)(ii) hereof.

          (d) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act.

          (e) "Artal Entity" shall mean Artal Luxembourg S.A., a Luxembourg
SOCIETE ANONYME, or any Affiliate thereof, except for the Company and its
Subsidiaries.

          (f) A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own," any securities:

          (i) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to acquire (whether such right
is exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (whether or not in writing) or upon the
exercise of conversion rights, exchange rights, rights, warrants or options, or
otherwise; provided, however, that a Person shall not be deemed the "Beneficial
Owner" of, or to "beneficially own," (A) securities tendered pursuant to a
tender or exchange offer made by such Person or any of such Person's Affiliates
or Associates until such tendered securities are accepted for purchase or
exchange, (B) securities issuable upon exercise of Rights at any time prior to
the occurrence of a Triggering Event (as hereinafter defined) or (C) securities
issuable upon exercise of Rights from and after the occurrence of a Triggering
Event, which Rights were acquired by such Person or any of such Person's
Affiliates or Associates prior to the Distribution Date (as hereinafter defined)
or pursuant to Section 3(a) or Section 22 hereof (the "Original Rights") or
pursuant to Section 11(i) hereof in connection with an adjustment made with
respect to any Original Rights;

          (ii) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to vote or dispose of or has
"beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General
Rules and Regulations under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in

                                        2
<Page>

writing; provided, however, that a Person shall not be deemed the "Beneficial
Owner" of, or to "beneficially own," any security under this subparagraph (ii)
as a result of an agreement, arrangement or understanding to vote such security
if such agreement, arrangement or understanding: (A) arises solely from a
revocable proxy given in response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable provisions of the General
Rules and Regulations under the Exchange Act and (B) is not reportable by such
Person on Schedule 13D under the Exchange Act (or any comparable or successor
report); or

          (iii) which are beneficially owned, directly or indirectly, by any
other Person (or any Affiliate or Associate thereof) with which such Person (or
any of such Person's Affiliates or Associates) has any agreement, arrangement or
understanding (whether or not in writing), for the purpose of acquiring,
holding, voting (except pursuant to a revocable proxy as described in the
proviso to subparagraph (ii) of this paragraph (f)) or disposing of any voting
securities of the Company; provided, however, that nothing in this paragraph (d)
shall cause a Person engaged in business as an underwriter of securities to be
the "Beneficial Owner" of, or to "beneficially own," any securities acquired
through such Person's participation in good faith in a firm commitment
underwriting until the expiration of forty days after the date of such
acquisition, and then only if such securities continue to be owned by such
Person at such expiration of forty days. Notwithstanding anything in this
definition of Beneficial Ownership to the contrary, the phrase "then
outstanding," when used with reference to a Person's Beneficial Ownership of the
securities of the Company, shall mean the number of such securities then issued
and outstanding together with the number of such securities not then actually
issued and outstanding which such Person would be deemed to own beneficially
hereunder.

          (g) "Board" shall have the meaning set forth in the preamble of this
Agreement.

          (h) "Business Day" shall mean any day other than a Saturday, Sunday or
a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

          (i) "Close of Business" on any given date shall mean 5:00 P.M., New
York City time, on such date; provided, however, that if such date is not a
Business Day, it shall mean 5:00 P.M., New York City time, on the next
succeeding Business Day.

          (j) "Common Stock" shall mean the Common Stock, no par value, of the
Company, except that "Common Stock" when used with reference to any Person other
than the Company shall mean the capital stock of such Person with the greatest
voting power, or the equity securities or other equity interest having power to
control or direct the management, of such Person.

          (k) "Common Stock Equivalents" shall have the meaning set forth in
Section 11(a)(iii) hereof.

          (l) "Company" shall have the meaning set forth in the preamble of this
Agreement, as it may be modified by Section 13(a) hereof.

                                        3
<Page>

          (m) "Current Market Price" shall have the meaning set forth in Section
11(d)(i) hereof.

          (n) "Current Value" shall have the meaning set forth in Section
11(a)(iii) hereof.

          (o) "Distribution Date" shall have the meaning set forth in Section
3(a) hereof.

          (p) "Equivalent Preferred Stock" shall have the meaning set forth in
Section 11(b) hereof.

          (q) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          (r) "Exchange Ratio" shall have the meaning set forth in Section 24(a)
hereof.

          (s) "Exempted Entity" shall mean: (1) any Artal Entity, (2) any
transferee of any Artal Entity that acquires directly from any such Artal Entity
ten percent (10%) or more of the then outstanding Common Stock (a "Non-Artal
Exempted Entity"), (3) any transferee of any Non-Artal Exempted Entity that
acquires directly from any Non-Artal Exempted Entity ten percent (10%) or more
of the then outstanding Common Stock (a "Non-Artal Exempted Entity Transferee")
and (4) any Person who or which is the Beneficial Owner of Common Stock
beneficially owned by an Exempted Entity; provided, however, that any Artal
Entity, any Non-Artal Exempted Entity and any Non-Artal Exempted Entity
Transferee shall cease to be an Exempted Entity as of the date that such Artal
Entity, Non-Artal Exempted Entity or Non-Artal Exempted Entity Transferee ceases
to beneficially own ten percent (10%) or more of the shares of the then
outstanding Common Stock.

          (t) "Expiration Date" shall have the meaning set forth in Section 7(a)
hereof.

          (u) "Final Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.

          (v) "NYSE" shall mean the New York Stock Exchange.

          (w) "NASDAQ" shall mean the National Association of Securities Dealers
Automated Quotation System.

          (x) "Person" shall mean any individual, firm, corporation,
partnership, limited liability company or other entity.

          (y) "Preferred Stock" shall mean shares of Series B Junior
Participating Preferred Stock, no par value, of the Company, and, to the extent
that there are not a sufficient number of shares of Series B Junior
Participating Preferred Stock authorized to permit the full exercise of the
Rights, any other series of preferred stock of the Company designated for such
purpose containing terms substantially similar to the terms of the Series B
Junior Participating Preferred Stock.

                                        4
<Page>

          (z) "Principal Party" shall have the meaning set forth in Section
13(b) hereof.

          (aa) "Purchase Price" shall have the meaning set forth in Sections
4(a) and 11(a)(ii) hereof.

          (bb) "Record Date" shall have the meaning set forth in the preamble of
this Agreement.

          (cc) "Redemption Date" shall have the meaning set forth in Section
23(b) hereof.

          (dd) "Redemption Price" shall have the meaning set forth in Section
23(a) hereof.

          (ee) "Rights" shall have the meaning set forth in the preamble of this
Agreement.

          (ff) "Rights Agent" shall have the meaning set forth in the preamble
of this Agreement.

          (gg) "Rights Certificate" shall have the meaning set forth in Section
3(a) hereof

          (hh) "Section 11(a)(ii) Event" shall mean any event described in
Section 11(a)(ii) hereof.

          (ii) "Section 11(a)(ii) Trigger Date" shall have the meaning set forth
in Section 11(a)(iii) hereof.

          (jj) "Section 13 Event" shall mean any event described in clauses (x),
(y) or (z) of Section 13(a) hereof.

          (kk) "Spread" shall have the meaning set forth in Section 11(a)(iii)
hereof.

          (ll) "Stock Acquisition Date" shall mean the earlier of the date of
(i) the first date of public announcement (which, for purposes of this
definition, shall include, without limitation, a report filed or amended
pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring
Person that an Acquiring Person has become such or (ii) the public disclosure of
facts by the Company or an Acquiring Person indicating that a Person has become
such.

          (mm) "Subsidiary" of any Person shall mean any corporation or other
Person in which such Person beneficially owns, directly or indirectly, an amount
of voting securities sufficient to elect at least a majority of the directors or
control the management of such corporation or Person.

          (nn) "Substitution Period" shall have the meaning set forth in Section
11(a)(iii) hereof.

                                        5
<Page>

          (oo) "Summary of Rights" shall have the meaning set forth in Section
3(b) hereof.

          (pp) "Trading Day" shall have the meaning set forth in Section
11(d)(i) hereof.

          (qq) "Triggering Event" shall mean any Section 11(a)(ii) Event or any
Section 13 Event.

          Section 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints
the Rights Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such co-rights agents as it may deem
necessary or desirable upon ten days written notice to the Rights Agent. The
Rights Agent shall have no duty to supervise and shall in no event be liable for
the acts or omissions of, any such co-rights agent.

          Section 3. ISSUANCE OF RIGHTS CERTIFICATES.

          (a) Until the earlier of (i) the Close of Business on the tenth (10th)
Day after the Stock Acquisition Date or (ii) the Close of Business on the tenth
Business Day (or such later date as may be determined by action of the Board
prior to such time as any Person becomes an Acquiring Person) after the date
that a tender or exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, any Exempted Entity or any Person or entity
organized, appointed or established by the Company for or pursuant to the terms
of any such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would become an Acquiring Person (the earlier
of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced (subject to the provisions of paragraph (b) of this
Section 3) by the certificates for the Common Stock registered in the names of
the holders of the Common Stock (which certificates for Common Stock shall be
deemed also to be certificates for Rights) and not by separate certificates and
(y) the Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock (including a transfer to the Company). The
Company shall promptly notify the Rights Agent of the occurrence of a
Distribution Date and request its transfer agent to provide to the Rights Agent
a shareholder list together with all other relevant information. As soon as
practicable after the Rights Agent is notified of the Distribution Date and
receives such notice, list and information from the Company, the Rights Agent
will, at the Company's expense, send by first-class, insured, postage-prepaid
mail, to each record holder of the Common Stock as of the close of business on
the Distribution Date, at the address of such holder shown on the records of the
Company, one or more right certificates, in substantially the form of Exhibit B
hereto (the "Rights Certificates"), evidencing one Right for each share of
Common Stock so held, subject to adjustment as provided herein. In the event
that an adjustment in the number of Rights per share of Common Stock has been
made pursuant to Section 11(p) hereof, at the time of distribution of the Rights
Certificates, the Company shall make the necessary and appropriate rounding
adjustments (in accordance with Section 14(a) hereof) so that Rights
Certificates representing only whole numbers of Rights are distributed and cash
is paid in lieu of any fractional Rights. As of and after the Distribution Date,
the Rights will

                                        6
<Page>

be evidenced  solely by such Rights  Certificates.  The failure to mail a Rights
Certificate shall not affect the legality or validity of the Rights.

          (b) The Company will send, as promptly as practicable following the
Record Date, a copy of a Summary of Rights, in the form attached hereto as
Exhibit C (the "Summary of Rights") by first-class, postage-prepaid mail, to
each record holder of Common Stock as of the Close of Business on the Record
Date, at the address of such holder shown on the records of the Company and will
make the Summary of Rights available to any holder of Rights who may so request
from time to time prior to the Expiration Date. With respect to certificates for
the Common Stock outstanding as of the Record Date, until the Distribution Date,
the Rights will be evidenced by such certificates registered in the names of the
holders thereof together with a copy of the Summary of Rights attached thereto
and the registered holders of the Common Stock shall also be the registered
holders of the associated Rights. Until the Close of Business on the
Distribution Date (or the earlier of the Redemption Date or the Close of
Business on the Final Expiration Date), the surrender for transfer of any
certificates representing shares of Common Stock outstanding on the Record Date,
with or without a copy of the Summary of Rights attached thereto, shall also
constitute the transfer of the Rights associated with such shares of Common
Stock.

          (c) Rights shall be issued in respect of all shares of Common Stock
which are issued (whether originally issued or from the Company's treasury) on
or after the Record Date but prior to the earliest of the Close of Business on
the Distribution Date, the Redemption Date or the Close of Business on the Final
Expiration Date. Certificates representing such shares of Common Stock shall
also be deemed to be certificates for Rights, and shall bear the following
legend:

          "This certificate also evidences and entitles the holder hereof to
     certain rights (the "Rights") as set forth in a Rights Agreement (the
     "Rights Agreement"), the terms of which are hereby incorporated herein by
     reference and a copy of which is on file at the principal executive offices
     of Weight Watchers International, Inc. Under certain circumstances, as set
     forth in the Rights Agreement, such Rights will be evidenced by separate
     certificates and will no longer be evidenced by this certificate. Weight
     Watchers International, Inc. will mail to the holder of this certificate a
     copy of the Rights Agreement without charge after receipt of a written
     request. As described in the Rights Agreement, Rights beneficially owned by
     an Acquiring Person or any Affiliate or Associate of an Acquiring Person
     (as such terms are defined in the Rights Agreement), shall become null and
     void."

          With respect to such certificates containing the foregoing legend,
until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the
Rights associated with the Common Stock represented by such certificates shall
be evidenced by such certificates alone and registered holders of Common Stock
shall also be the registered holders of the associated Rights, and the transfer
of any of such certificates shall also constitute the transfer of the Rights
associated with the Common Stock represented by such certificates.

                                        7
<Page>

          Section 4. FORM OF RIGHTS CERTIFICATES.

          (a) The Rights Certificates (and the forms of election to purchase and
of assignment to be printed on the reverse thereof) shall each be substantially
in the form set forth in Exhibit B hereto and may have such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate (but which do not affect the
rights, duties or responsibilities of the Rights Agent) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may from time to time be listed, or to conform to usage. The Rights Certificates
shall be in machine printable format and in a form reasonably satisfactory to
the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof,
the Rights Certificates, whenever distributed, shall be dated as of the Record
Date, show the date of countersignature, and on their face shall entitle the
holders thereof to purchase such number of one one-hundredths of a share of
Preferred Stock as shall be set forth therein at the price set forth therein
(such exercise price per one one-hundredth of a share, the "Purchase Price"),
but the amount and type of securities purchasable upon the exercise of each
Right and the Purchase Price thereof shall be subject to adjustment as provided
herein.

          (b) Any Rights Certificate issued pursuant to Section 3(a), Section
11(i) or Section 22 hereof that represents Rights beneficially owned by: (i) an
Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee after the Acquiring Person becomes such or (iii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a transfer (whether or not
for consideration) from the Acquiring Person to holders of equity interests in
such Acquiring Person or to any Person with whom such Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board has determined is part of a plan,
continuing agreement, arrangement or understanding which has as a primary
purpose or effect avoidance of Section 7(e) hereof, and provided that the
Company shall have notified the Rights Agent that this Section 4(b) applies, any
Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon
transfer, exchange, replacement or adjustment of any other Rights Certificate
referred to in this sentence, shall contain (to the extent feasible) the
following legend:

          "The Rights represented by this Rights Certificate are or were
     beneficially owned by a Person who was or became an Acquiring Person or an
     Affiliate or Associate of an Acquiring Person (as such terms are defined in
     the Rights Agreement). Accordingly, this Rights Certificate and the Rights
     represented hereby may become null and void in the circumstances specified
     in Section 7(e) of the Rights Agreement.

          The Company shall supply the Rights Agent with such legended Rights
     Certificates."

                                        8
<Page>

          Section 5. COUNTERSIGNATURE AND REGISTRATION.

          (a) The Rights Certificates shall be executed on behalf of the Company
by its Chairman of the Board, its President or any Vice President, either
manually or by facsimile signature, and shall have affixed thereto the Company's
seal or a facsimile thereof which shall be attested by the Secretary or an
Assistant Secretary of the Company, either manually or by facsimile signature.
The Rights Certificates shall be countersigned by the Rights Agent, either
manually or by facsimile signature, and shall not be valid for any purpose
unless so countersigned. In case any officer of the Company who shall have
signed any of the Rights Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the Company, such Rights Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and
effect as though the person who signed such Rights Certificates had not ceased
to be such officer of the Company; and any Rights Certificates may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Rights Certificate, shall be a proper officer of the Company to sign such
Rights Certificate, although at the date of the execution of this Rights
Agreement any such person was not such an officer.

          (b) Following the Distribution Date and receipt by the Rights Agent of
all reasonably necessary information, the Rights Agent will keep, or cause to be
kept, at its principal office or offices designated as the appropriate place for
surrender of Rights Certificates upon exercise or transfer, books for
registration and transfer of the Rights Certificates issued hereunder. Such
books shall show the names and addresses of the respective holders of the Rights
Certificates, the number of Rights evidenced on its face by each of the Rights
Certificates and the date of each of the Rights Certificates.

          Section 6. TRANSFER, SPLIT-UP, COMBINATION AND EXCHANGE OF RIGHTS
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHTS CERTIFICATES.

          (a) Subject to the provisions of Section 4(b), Section 7(e) and
Section 14 hereof, at any time after the Close of Business on the Distribution
Date, and at or prior to the Close of Business on the Expiration Date, any
Rights Certificate or Certificates (other than Rights Certificates representing
Rights that may have been exchanged pursuant to Section 24 hereof) may be
transferred, split up, combined or exchanged for another Rights Certificate or
Certificates, entitling the registered holder to purchase a like number of one
one-hundredths of a share of Preferred Stock (or, following a Triggering Event,
Common Stock, other securities, cash or other assets, as the case may be) as the
Rights Certificate or Certificates surrendered then entitles such holder (or
former holder in the case of a transfer) to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Rights Certificate or
Certificates shall make such request in writing delivered to the Rights Agent,
and shall surrender the Rights Certificate or Certificates to be transferred,
split up, combined or exchanged at the office of the Rights Agent designated for
such purpose. Neither the Rights Agent nor the Company shall be obligated to
take any action whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have properly completed and
signed the certificate contained in the form of assignment on the reverse side
of such Rights Certificate and shall have provided such additional evidence of
the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company or the Rights Agent shall

                                        9
<Page>

reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e), Section 14 hereof and Section 24 hereof, countersign and deliver
to the Person entitled thereto a Rights Certificate or Rights Certificates, as
the case may be, as so requested. The Company may require payment by the holders
of Rights of a sum sufficient to cover any tax or governmental charge that may
be imposed in connection with any transfer, split up, combination or exchange of
Rights Certificates. The Rights Agent shall have no duty or obligation to take
any action under any Section of this Agreement which requires the payment by a
holder of Rights of applicable taxes and governmental charges unless and until
the Rights Agent is satisfied that all such taxes and/or charges have been paid.

          (b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Rights Certificate, and, in case of loss, theft or destruction, of indemnity
or security reasonably satisfactory to them, and, at the Company's or the Rights
Agent's request, reimbursement to the Company and the Rights Agent of all
reasonable expenses incidental thereto, and, upon surrender to the Rights Agent
and cancellation of the Rights Certificate, if mutilated, the Company will
execute and deliver a new Rights Certificate of like tenor to the Rights Agent
for countersignature and delivery to the registered owner in lieu of the Rights
Certificate so lost, stolen, destroyed or mutilated.

          Section 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF
RIGHTS.

          (a) Subject to Section 7(e) hereof, at any time after the Distribution
Date the registered holder of any Rights Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein including, without
limitation, the restrictions on exercisability set forth in Section 9(c),
Section 11(a)(ii) and Section 23(a) hereof) in whole or in part upon surrender
of the Rights Certificate, with the form of election to purchase and the
certificate on the reverse side thereof duly executed, to the Rights Agent at
the principal office or offices of the Rights Agent designated for such purpose,
together with payment of the aggregate Purchase Price with respect to the total
number of one one-hundredths of a share (or other securities, cash or other
assets, as the case may be) as to which such surrendered Rights are then
exercisable, at or prior to the earlier of (i) 5:00 P.M., New York City time, on
November 19, 2011, or such later date as may be established by the Board prior
to the expiration of the Rights (such date, as it may be extended by the Board,
the ("Final Expiration Date")); (ii) the time at which the right to exercise the
Rights terminates pursuant to Section 23 hereof; or (iii) the time at which the
right to exercise the Rights terminates pursuant to Section 24 hereof (the
earliest of (i), (ii) and (iii) being herein referred to as the "Expiration
Date").

          (b) The Purchase Price for each one one-hundredth of a share of
Preferred Stock pursuant to the exercise of a Right shall initially be $102.00,
and shall be subject to adjustment from time to time as provided in Section 11
and Section 13(a) hereof and shall be payable in accordance with paragraph (c)
below.

          (c) Upon receipt of a Rights Certificate representing exercisable
Rights, with the form of election to purchase and the certificate duly executed,
accompanied by payment, with respect to each Right so exercised, of the Purchase
Price per one one-hundredth of a share of Preferred Stock (or other shares,
securities, cash or other assets, as the case may be) to be

                                       10
<Page>

purchased as set forth below and an amount equal to any applicable tax or
charge, the Rights Agent shall, subject to Section 20(k) hereof, thereupon
promptly (i) (A) requisition from any transfer agent of the shares of Preferred
Stock (or make available, if the Rights Agent is the transfer agent for such
shares) certificates for the total number of one one-hundredths of a share of
Preferred Stock to be purchased and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests or (B) if the Company shall
have elected to deposit the total number of shares of Preferred Stock issuable
upon exercise of the Rights hereunder with a depositary agent, requisition from
the depositary agent depositary receipts representing such number of one
one-hundredths of a share of Preferred Stock as are to be purchased (in which
case certificates for the shares of Preferred Stock represented by such receipts
shall be deposited by the transfer agent with the depositary agent) and the
Company will direct the depositary agent to comply with such request, (ii)
requisition from the Company the amount of cash, if any, to be paid in lieu of
fractional shares in accordance with Section 14 hereof, (iii) after receipt of
such certificates or depositary receipts, cause the same to be delivered to or,
upon the order of the registered holder of such Rights Certificate, registered
in such name or names as may be designated by such holder and (iv) after receipt
thereof, deliver such cash, if any, to or upon the order of the registered
holder of such Rights Certificate. The payment of the Purchase Price (as such
amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in
cash or by certified bank check or bank draft payable to the order of the
Company. In the event that the Company is obligated to issue other securities
(including Common Stock) of the Company, pay cash and/or distribute other
property pursuant to Section 11(a) hereof, the Company will make all
arrangements necessary so that such other securities, cash and/or other property
are available for distribution by the Rights Agent, if and when necessary to
comply with this Agreement. The Company reserves the right to require, prior to
the occurrence of a Triggering Event, that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock would
be issued.

          (d) In case the registered holder of any Rights Certificate shall
exercise less than all the Rights evidenced thereby, a new Rights Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent and delivered to, or upon the order of, the registered
holder of such Rights Certificate, registered in such name or names as may be
designated by such holder, subject to the provisions of Section 14 hereof.

          (e) Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Section 11(a)(ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board has
determined is part of a plan, continuing agreement, arrangement or understanding
which has as a primary purpose or effect the avoidance of this Section 7(e),
shall become null and void without any further action and no holder of such
Rights shall have any rights whatsoever with respect to such Rights, whether
under any provision of this Agreement or otherwise. The

                                       11
<Page>

Company shall notify the Rights Agent when this Section 7(e) applies and should
use all reasonable efforts to ensure that the provisions of this Section 7(e)
and Section 4(b) hereof are complied with, but neither the Company nor the
Rights Agent shall have any liability to any holder of Rights Certificates or
any other Person as a result of the Company's failure to make any determinations
with respect to an Acquiring Person or its Affiliates, Associates or transferees
hereunder. The Rights Agent will endeavor to comply with the provisions hereof
to the extent it has received instructions from the Company concerning such
matters.

          (f) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered holder shall have
(i) properly completed and signed the certificate contained in the form of
election to purchase set forth on the reverse side of the Rights Certificate
surrendered for such exercise and (ii) provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Associates or
Affiliates thereof as the Company or the Rights Agent shall reasonably request.

          Section 8. CANCELLATION OF RIGHTS CERTIFICATES. All Rights
Certificates surrendered for the purpose of exercise, transfer, split-up,
combination or exchange shall, if surrendered to the Company or any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancellation and retirement, and the Rights Agent shall so cancel and
retire, any other Rights Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Rights Agent shall deliver all
cancelled Rights Certificates to the Company.

          Section 9. RESERVATION AND AVAILABILITY OF CAPITAL STOCK.

          (a) The Company covenants and agrees that it will cause to be reserved
and kept available out of its authorized and unissued shares of Preferred Stock
(and, following the occurrence of a Triggering Event, out of its authorized and
unissued shares of Common Stock and/or other securities or out of its authorized
and issued shares held in its treasury), the number of shares of Preferred Stock
(and, following the occurrence of a Triggering Event, Common Stock and/or other
securities) that, as provided in this Agreement including Section 11(a)(iii)
hereof, will be sufficient to permit the exercise in full of all outstanding
Rights.

          (b) So long as the shares of Preferred Stock (and, following the
occurrence of a Triggering Event, Common Stock and/or other securities) issuable
and deliverable upon the exercise of the Rights may be listed on any national
securities exchange, the Company shall use its reasonable best efforts to cause,
from and after such time as the Rights become exercisable, all shares reserved
for such issuance to be listed on such exchange upon official notice of issuance
upon such exercise.

          (c) The Company shall use its reasonable best efforts to (i) file, as
soon as practicable following the earliest date after the first occurrence of a
Section 11(a)(ii) Event on which the consideration to be delivered by the
Company upon exercise of the Rights has been

                                       12
<Page>

determined in accordance with Section 11(a)(iii) hereof, a registration
statement under the Act, with respect to the securities purchasable upon
exercise of the Rights on an appropriate form, (ii) cause such registration
statement to become effective as soon as practicable after such filing and (iii)
cause such registration statement to remain effective (with a prospectus at all
times meeting the requirements of the Act) until the earlier of (A) the date as
of which the Rights are no longer exercisable for such securities and (B) the
date of the expiration of the Rights. The Company will also take such action as
may be appropriate under, or to ensure compliance with, the securities or "blue
sky" laws of the various states in connection with the exercisability of the
Rights. The Company may temporarily suspend, for a period of time not to exceed
ninety (90) days after the date set forth in clause (i) of the first sentence of
this Section 9(c), the exercisability of the Rights in order to prepare and file
such registration statement and permit it to become effective. Upon any such
suspension, the Company shall issue a public announcement and shall give
simultaneous written notice to the Rights Agent stating that the exercisability
of the Rights has been temporarily suspended, as well as a public announcement
at such time as the suspension has been rescinded. In addition, if the Company
shall determine that a registration statement is required following the
Distribution Date, the Company may by issuing a public announcement temporarily
suspend the exercisability of the Rights until such time as a registration
statement has been declared effective. The Company shall promptly provide the
Rights Agent with copies of such announcements. Notwithstanding any provision of
this Agreement to the contrary, the Rights shall not be exercisable in any
jurisdiction if the requisite qualification in such jurisdiction shall not have
been obtained, the exercise thereof shall not be permitted under applicable law,
or a registration statement shall not have been declared effective. The Rights
Agent may assume that any Right exercised is permitted to be exercised under
applicable law and shall have no liability for acting in reliance upon such
assumption.

          (d) The Company covenants and agrees that it will take all such action
as may be necessary to ensure that all one one-hundredths of a share of
Preferred Stock (and, following the occurrence of a Triggering Event, Common
Stock and/or other securities) delivered upon exercise of Rights shall, at the
time of delivery of the certificates for such shares (subject to payment of the
Purchase Price), be duly and validly authorized and issued and fully paid and
nonassessable.

          (e) The Company further covenants and agrees that it will pay when due
and payable any and all taxes and governmental charges which may be payable in
respect of the issuance or delivery of the Rights Certificates and of any
certificates for a number of one one-hundredths of a share of Preferred Stock
(or Common Stock and/or other securities, as the case may be) upon the exercise
of Rights. The Company shall not, however, be required to pay any tax or charge
which may be payable in respect of any transfer or delivery of Rights
Certificates to a Person other than, or the issuance or delivery of a number of
one one-hundredths of a share of Preferred Stock (or Common Stock and/or other
securities, as the case may be) in respect of a name other than that of the
registered holder of the Rights Certificates evidencing Rights surrendered for
exercise or to issue or deliver any certificates for a number of one
one-hundredths of a share of Preferred Stock (or Common Stock and/or other
securities, as the case may be) in a name other than that of the registered
holder upon the exercise of any Rights until such tax or charge shall have been
paid (any such tax being payable by the holder of such Rights Certificate at the
time of surrender) or until it has been established to the Company's
satisfaction that no such tax or charge is due.

                                       13
<Page>

          Section 10. PREFERRED STOCK RECORD DATE. Each Person in whose name any
certificate for a number of one one-hundredths of a share of Preferred Stock (or
Common Stock and/or other securities, as the case may be) is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record of such fractional shares of Preferred Stock (or Common Stock and/or
other securities, as the case may be) represented thereby on, and such
certificate shall be dated, the date upon which the Rights Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and all applicable taxes and charges) was made; provided, however, that if the
date of such surrender and payment is a date upon which the Preferred Stock (or
Common Stock and/or other securities, as the case may be) transfer books of the
Company are closed, such Person shall be deemed to have become the record holder
of such shares (fractional or otherwise) on, and such certificate shall be
dated, the next succeeding Business Day on which the Preferred Stock (or Common
Stock and/or other securities, as the case may be) transfer books of the Company
are open. Prior to the exercise of the Rights evidenced thereby, the holder of a
Rights Certificate shall not be entitled to any rights of a stockholder of the
Company with respect to shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

          Section 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF SHARES OR
NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by
each Right and the number of Rights outstanding are subject to adjustment from
time to time as provided in this Section 11.

          (a) (i) In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Preferred Stock payable in shares
of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine
the outstanding Preferred Stock into a smaller number of shares or (D) issue any
shares of its capital stock in a reclassification of the Preferred Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), except
as otherwise provided in this Section 11(a) and Section 7(e) hereof, the
Purchase Price in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination or reclassification, and the
number and kind of shares of Preferred Stock or capital stock, as the case may
be, issuable on such date, shall be proportionately adjusted so that the holder
of any Right exercised after such time shall be entitled to receive, upon
payment of the Purchase Price then in effect, the aggregate number and kind of
shares of Preferred Stock or capital stock, as the case may be, which, if such
Right had been exercised immediately prior to such date and at a time when the
Preferred Stock transfer books of the Company were open, such holder would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification. If an event occurs which
would require an adjustment under both this Section 11(a)(i) and Section
11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be
in addition to, and shall be made prior to, any adjustment required pursuant to
Section 11(a)(ii) hereof.

          (ii) In the event any Person shall become an Acquiring Person, then,
promptly following the occurrence of such event, proper provision shall be made
so that each holder of a Right (except as provided below and in Section 7(e)
hereof) shall thereafter have the right to

                                       14
<Page>

receive, upon exercise thereof at the then current Purchase Price in accordance
with the terms of this Agreement, in lieu of a number of one one-hundredths of a
share of Preferred Stock, such number of shares of Common Stock of the Company
as shall equal the result obtained by (x) multiplying the then current Purchase
Price by the then number of one one-hundredths of a share of Preferred Stock for
which a Right was exercisable immediately prior to the first occurrence of a
Section 11(a)(ii) Event and (y) dividing that product (which, following such
first occurrence, shall thereafter be referred to as the "Purchase Price" for
each Right and for all purposes of this Agreement) by 50% of the Current Market
Price (determined pursuant to Section 11(d) hereof) per share of Common Stock on
the date of such first occurrence (such number of shares, the "Adjustment
Shares").

          (iii) In the event that the number of shares of Common Stock which are
authorized by the Company's Articles of Incorporation, but which are not
outstanding or reserved for issuance for purposes other than upon exercise of
the Rights, are not sufficient to permit the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii) of this Section 11(a), the
Company shall (A) determine the value of the Adjustment Shares issuable upon the
exercise of a Right (the "Current Value") and (B) with respect to each Right
(subject to Section 7(e) hereof), make adequate provision to substitute for the
Adjustment Shares, upon the exercise of a Right and payment of the applicable
Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common
Stock or other equity securities of the Company (including, without limitation,
shares, or units of shares, of preferred stock, such as the Preferred Stock,
which the Board has deemed to have essentially the same value or economic rights
as shares of Common Stock (such shares of preferred stock being referred to as
"Common Stock Equivalents")), (4) debt securities of the Company, (5) other
assets or (6) any combination of the foregoing, having an aggregate value equal
to the Current Value (less the amount of any reduction in the Purchase Price),
where such aggregate value has been determined by the Board based upon the
advice of a nationally recognized investment banking firm selected by the Board;
provided, however, that if the Company shall not have made adequate provision to
deliver value pursuant to clause (B) above within thirty (30) days following the
later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date
on which the Company's right of redemption pursuant to Section 23(a) expires
(the later of (x) and (y) being referred to herein as the "Section 11(a)(ii)
Trigger Date"), then the Company shall be obligated to deliver, upon the
surrender for exercise of a Right and without requiring payment of the Purchase
Price, shares of Common Stock (to the extent available) and then, if necessary,
cash, which shares and/or cash have an aggregate value equal to the Spread. For
purposes of the preceding sentence, the term "Spread" shall mean the excess of
(i) the Current Value over (ii) the Purchase Price. If the Board determines in
good faith that it is likely that sufficient additional shares of Common Stock
could be authorized for issuance upon exercise in full of the Rights, the thirty
(30) day period set forth above may be extended to the extent necessary, but not
more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order
that the Company may seek shareholder approval for the authorization of such
additional shares (such thirty (30) day period, as it may be extended, is herein
called the "Substitution Period"). To the extent that action is to be taken
pursuant to the first and/or third sentences of this Section 11(a)(iii), the
Company (1) shall provide, subject to Section 7(e) hereof, that such action
shall apply uniformly to all outstanding Rights and (2) may suspend the
exercisability of the Rights until the expiration of the Substitution Period in
order to seek such shareholder approval for such authorization of additional
shares and/or to decide the appropriate form of distribution to be made pursuant
to such first sentence and to determine the value thereof. In the

                                       15
<Page>

event of any such suspension, the Company shall issue a public announcement
stating that the exercisability of the Rights has been temporarily suspended, as
well as a public announcement at such time as the suspension is no longer in
effect, in each case with simultaneous written notice to the Rights Agent. For
purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be
the Current Market Price per share of the Common Stock on the Section 11(a)(ii)
Trigger Date and the per share or per unit value of any Common Stock Equivalent
shall be deemed to equal the Current Market Price per share of the Common Stock
on such date.

          (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Stock entitling them to
subscribe for or purchase (for a period expiring within forty-five (45) calendar
days after such record date) Preferred Stock (or shares having the same rights,
privileges and preferences as the shares of Preferred Stock ("Equivalent
Preferred Stock")) or securities convertible into Preferred Stock or Equivalent
Preferred Stock at a price per share of Preferred Stock or per share of
Equivalent Preferred Stock (or having a conversion price per share, if a
security convertible into Preferred Stock or Equivalent Preferred Stock) less
than the Current Market Price (as determined pursuant to Section 11(d) hereof)
per share of Preferred Stock on such record date, the Purchase Price to be in
effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of shares of Preferred Stock outstanding
on such record date, plus the number of shares of Preferred Stock which the
aggregate offering price of the total number of shares of Preferred Stock and/or
Equivalent Preferred Stock so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase
at such Current Market Price, and the denominator of which shall be the number
of shares of Preferred Stock outstanding on such record date, plus the number of
additional shares of Preferred Stock and/or Equivalent Preferred Stock to be
offered for subscription or purchase (or into which the convertible securities
so to be offered are initially convertible). In case such subscription price may
be paid by delivery of consideration, part or all of which may be in a form
other than cash, the value of such consideration shall be as determined in good
faith by the Board, whose determination shall be described in a statement filed
with the Rights Agent and shall be binding on the Rights Agent and the holders
of the Rights. Shares of Preferred Stock owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed,
and in the event that such rights or warrants are not so issued, the Purchase
Price shall be adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.

          (c) In case the Company shall fix a record date for a distribution to
all holders of Preferred Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the surviving
corporation) of evidences of indebtedness, cash (other than a regular quarterly
cash dividend out of the earnings or retained earnings of the Company), assets
(other than a dividend payable in Preferred Stock, but including any dividend
payable in stock other than Preferred Stock) or evidences of indebtedness, or of
subscription rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the Current Market
Price (as determined pursuant to Section 11(d) hereof) per share of Preferred
Stock on such record date, less the fair market value (as determined in good
faith by the Board, whose

                                       16
<Page>

determination shall be described in a statement filed with the Rights Agent) of
the portion of the cash, assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to a share of
Preferred Stock, and the denominator of which shall be such Current Market Price
(as determined pursuant to Section 11(d) hereof) per share of Preferred Stock.
Such adjustments shall be made successively whenever such a record date is
fixed, and in the event that such distribution is not so made, the Purchase
Price shall be adjusted to be the Purchase Price which would have been in effect
if such record date had not been fixed.

          (d) (i) For the purpose of any computation hereunder, other than
computations made pursuant to Section 11(a)(iii) hereof, the Current Market
Price per share of Common Stock on any date shall be deemed to be the average of
the daily closing prices per share of such Common Stock for the thirty (30)
consecutive Trading Days immediately prior to and not including such date, and
for purposes of computations made pursuant to Section 11(a)(iii) hereof, the
Current Market Price per share of Common Stock on any date shall be deemed to be
the average of the daily closing prices per share of such Common Stock for the
ten (10) consecutive Trading Days immediately following and not including such
date; provided, however, that in the event that the Current Market Price per
share of the Common Stock is determined during a period following the
announcement by the issuer of such Common Stock of (A) a dividend or
distribution on such Common Stock payable in shares of such Common Stock or
securities convertible into shares of such Common Stock (other than the Rights)
or (B) any subdivision, combination or reclassification of such Common Stock,
and the ex-dividend date for such dividend or distribution, or the record date
for such subdivision, combination or reclassification shall not have occurred
prior to the commencement of the requisite thirty (30) Trading Day or ten (10)
Trading Day period, as set forth above, then, and in each such case, the Current
Market Price shall be properly adjusted to take into account ex-dividend
trading. The closing price for each day shall be the last quoted price or, if
not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other system then in use,
or, if the shares of Common Stock are listed or admitted to trading on the New
York Stock Exchange, the closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system or, if the
shares of Common Stock are not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities
exchange on which the shares of Common Stock are listed or admitted to trading,
or, if on any such date the shares of Common Stock are not quoted by any such
organizations, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Common Stock selected by the
Board. If on any such date no market maker is making a market in the Common
Stock, the fair value of such shares on such date as determined in good faith by
the Board shall be used. The term "Trading Day" shall mean a day on which the
principal national securities exchange on which the shares of Common Stock are
listed or admitted to trading is open for the transaction of business or, if the
shares of Common Stock are not listed or admitted to trading on any national
securities exchange, a Business Day. If the Common Stock is not publicly held or
not so listed or traded, Current Market Price per share shall mean the fair
value per share as determined in good faith by the Board, whose determination
shall be described in a statement filed with the Rights Agent and shall be
conclusive for all purposes.

                                       17
<Page>

          (ii) For the purpose of any computation hereunder, the Current Market
Price per share of Preferred Stock shall be determined in the same manner as set
forth above for the Common Stock in clause (i) of this Section 11(d) (other than
the last sentence thereof). If the Current Market Price per share of Preferred
Stock cannot be determined in the manner provided above or if the Preferred
Stock is not publicly held or listed or traded in a manner described in clause
(i) of this Section 11(d), the Current Market Price per share of Preferred Stock
shall be conclusively deemed to be an amount equal to 100 (as such number may be
appropriately adjusted for such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock occurring after the date of
this Agreement) multiplied by the Current Market Price per share of the Common
Stock. If neither the Common Stock nor the Preferred Stock is publicly held or
so listed or traded, Current Market Price per share of the Preferred Stock shall
mean the fair value per share as determined in good faith by the Board, whose
determination shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes. For all purposes of this Agreement, the
Current Market Price of a Unit shall be equal to the Current Market Price of one
share of Preferred Stock divided by 100.

          (e) Anything herein to the contrary notwithstanding, no adjustment in
the Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least one percent (1%) in the Purchase Price;
provided, however, that any adjustments which by reason of this Section 11(e)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Section 11 shall be made
to the nearest cent or to the nearest ten-thousandth of a share of Common Stock
or other share or one-millionth of a share of Preferred Stock, as the case may
be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
(3) years from the date of the transaction which mandates such adjustment or
(ii) the Expiration Date.

          (f) If as a result of an adjustment made pursuant to Section 11(a)(ii)
or Section 13(a) hereof, the holder of any Right thereafter exercised shall
become entitled to receive any shares of capital stock other than Preferred
Stock, thereafter the number of such other shares so receivable upon exercise of
any Right and the Purchase Price thereof shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Preferred Stock contained in Sections 11(a), (b),
(c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9,
10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like
terms to any such other shares.

          (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a
share of Preferred Stock purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.

          (h) Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-hundredths of a
share of Preferred Stock (calculated to the nearest one-

                                       18
<Page>

millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a
share covered by a Right immediately prior to this adjustment, by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase
Price and (ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

          (i) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in lieu of any adjustment in
the number of one one-hundredths of a share of Preferred Stock purchasable upon
the exercise of a Right. Each of the Rights outstanding after the adjustment in
the number of Rights shall be exercisable for the number of one one-hundredths
of a share of Preferred Stock for which a Right was exercisable immediately
prior to such adjustment. Each Right held of record prior to such adjustment of
the number of Rights shall become that number of Rights (calculated to the
nearest one ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase Price in
effect immediately after adjustment of the Purchase Price. The Company shall
make a public announcement (with prompt written notice thereof to the Rights
Agent) of its election to adjust the number of Rights, indicating the record
date for the adjustment, and, if known at the time, the amount of the adjustment
to be made, and shall promptly give the Rights Agent a copy of such
announcement. This record date may be the date on which the Purchase Price is
adjusted or any day thereafter, but, if the Rights Certificates have been
issued, shall be at least ten (10) days later than the date of the public
announcement. If Rights Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of Rights
Certificates on such record date Rights Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Rights Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Rights Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Rights Certificates to be so distributed shall be issued, executed
and countersigned in the manner provided for herein (and may bear, at the option
of the Company, the adjusted Purchase Price) and shall be registered in the
names of the holders of record of Rights Certificates on the record date
specified in the public announcement.

          (j) Irrespective of any adjustment or change in the Purchase Price or
the number of one one-hundredths of a share of Preferred Stock issuable upon the
exercise of the Rights, the Rights Certificates theretofore and thereafter
issued may continue to express the Purchase Price per one one-hundredth of a
share and the number of one one-hundredths of a share which were expressed in
the initial Rights Certificates issued hereunder.

          (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then stated value, if any, of the number of one
one-hundredths of a share of Preferred Stock issuable upon exercise of the
Rights, the Company shall take any corporate action which may, in the opinion of
its counsel, be necessary in order that the Company may validly and legally
issue fully paid and nonassessable such number of one one-hundredths of a share
of Preferred Stock at such adjusted Purchase Price.

                                       19
<Page>

          (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer (and shall give prompt written
notice of such election to the Rights Agent) until the occurrence of such event
the issuance to the holder of any Right exercised after such record date the
number of one one-hundredths of a share of Preferred Stock and other capital
stock or securities of the Company, if any, issuable upon such exercise over and
above the number of one one-hundredths of a share of Preferred Stock and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares (fractional or otherwise) or securities upon the occurrence of the event
requiring such adjustment.

          (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that in its good faith judgment the Board shall determine to be
advisable in order that any (i) consolidation or subdivision of the Preferred
Stock, (ii) issuance wholly for cash of any shares of Preferred Stock at less
than the Current Market Price, (iii) issuance wholly for cash of shares of
Preferred Stock or securities which by their terms are convertible into or
exchangeable for shares of Preferred Stock, (iv) stock dividends or (v) issuance
of rights, options or warrants referred to in this Section 11, hereafter made by
the Company to holders of its Preferred Stock shall not be taxable to such
stockholders.

          (n) The Company covenants and agrees that it shall not, at any time
after the Distribution Date, (i) consolidate with any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), (ii) merge with or into any other Person (other than a Subsidiary of
the Company in a transaction which complies with Section 11(o) hereof) or (iii)
sell or transfer (or permit any Subsidiary to sell or transfer), in one
transaction, or a series of related transactions, assets, cash flow or earning
power aggregating more than 50% of the assets, cash flow or earning power of the
Company and its Subsidiaries (taken as a whole) to any other Person or Persons
(other than the Company and/or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(o) hereof), if (x) at the
time of or immediately after such consolidation, merger or sale there are any
rights, warrants or other instruments or securities outstanding or agreements in
effect which would substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights or (y) prior to, simultaneously with or
immediately after such consolidation, merger or sale, the shareholders of the
Person who constitutes, or would constitute, the "Principal Party" for purposes
of Section 13(a) hereof shall have received a distribution of Rights previously
owned by such Person or any of its Affiliates and Associates.

          (o) The Company covenants and agrees that, after the Distribution
Date, it will not, except as permitted by Section 23 or Section 26 hereof, take
(or permit any Subsidiary to take) any action if at the time such action is
taken it is reasonably foreseeable that such action will diminish substantially
or otherwise eliminate the benefits intended to be afforded by the Rights.

                                       20
<Page>

          (p) Anything in this Agreement to the contrary notwithstanding, in the
event that the Company shall at any time after the Record Date and prior to the
Distribution Date (i) declare a dividend on the outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares
of Common Stock or (iii) combine the outstanding shares of Common Stock into a
smaller number of shares, the number of Rights associated with each share of
Common Stock then outstanding, or issued or delivered thereafter but prior to
the Distribution Date, shall be proportionately adjusted so that the number of
Rights thereafter associated with each share of Common Stock following any such
event shall equal the result obtained by multiplying the number of Rights
associated with each share of Common Stock immediately prior to such event by a
fraction the numerator which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and the denominator
of which shall be the total number of shares of Common Stock outstanding
immediately following the occurrence of such event.

          Section 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF
SHARES.

Whenever an adjustment is made as provided in Section 11 and Section 13 hereof,
the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts and computations accounting for
such adjustment, (b) promptly file with the Rights Agent, and with each transfer
agent for the Preferred Stock and the Common Stock, a copy of such certificate
and (c) if a Distribution Date has occurred, mail a brief summary thereof to
each holder of a Rights Certificate in accordance with Section 27 hereof (or, if
prior to the Distribution Date, to each holder of a certificate representing
shares of Common Stock). The Rights Agent shall be fully protected in relying on
any such certificate and on any adjustment therein contained and shall have no
duty with respect to and shall not be deemed to have knowledge of such
adjustment unless and until it shall have received such certificate.

          Section 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS, CASH
FLOW OR EARNING POWER.

          (a) In the event that, at any time after a Person becomes an Acquiring
Person, directly or indirectly, (x) the Company shall consolidate with, or merge
with and into, any other Person (other than (i) an Exempted Entity or a (ii)
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), and the Company shall not be the continuing or surviving corporation of
such consolidation or merger, (y) any Person (other than (i) an Exempted Entity
or (ii) a Subsidiary of the Company in a transaction which complies with Section
11(o) hereof) shall consolidate with, or merge with or into, the Company, and
the Company shall be the continuing or surviving corporation of such
consolidation or merger and, in connection with such consolidation or merger,
all or part of the outstanding shares of Common Stock shall be changed into, or
exchanged for, stock or other securities of any other Person or cash or any
other property or (z) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall sell or otherwise transfer), in one transaction
or a series of related transactions, assets, cash flow or earning power
aggregating more than 50% of the assets, cash flow or earning power of the
Company and its Subsidiaries (taken as a whole) to any Person or Persons (other
than (i) an Exempted Entity or the Company or (ii) any Subsidiary of the Company
in one or more transactions each of which complies with Section 11(o) hereof),
then, and in each such case (except as may be contemplated by Section 13(d)
hereof), proper provision shall be made so that: (i) each holder of a Right,
except as provided in Section 7(e) hereof, shall

                                       21
<Page>

thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price in accordance with the terms of this Agreement, such
number of validly authorized and issued, fully paid, non-assessable and freely
tradeable shares of Common Stock of the Principal Party (as such term is
hereinafter defined), not subject to any liens, encumbrances, rights of first
refusal or other adverse claims, as shall be equal to the result obtained by (1)
multiplying the then current Purchase Price by the number of one one-hundredths
of a share of Preferred Stock for which a Right is exercisable immediately prior
to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event
has occurred prior to the first occurrence of a Section 13 Event, multiplying
the number of such one one-hundredths of a share for which a Right was
exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event by the Purchase Price in effect immediately prior to such first
occurrence), and dividing that product (which, following the first occurrence of
a Section 13 Event, shall be referred to as the "Purchase Price" for each Right
and for all purposes of this Agreement) by (2) 50% of the Current Market Price
(determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock
of such Principal Party on the date of consummation of such Section 13 Event;
(ii) such Principal Party shall thereafter be liable for, and shall assume, by
virtue of such Section 13 Event, all the obligations and duties of the Company
pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed
to refer to such Principal Party, it being specifically intended that the
provisions of Section 11 hereof shall apply only to such Principal Party
following the first occurrence of a Section 13 Event; (iv) such Principal Party
shall take such steps (including, but not limited to, the reservation of a
sufficient number of shares of its Common Stock) in connection with the
consummation of any such transaction as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to its shares of Common Stock thereafter deliverable upon the
exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall
be of no effect following the first occurrence of any Section 13 Event.

          (b) "Principal Party" shall mean:

          (i) in the case of any transaction described in clause (x) or (y) of
the first sentence of Section 13(a), the Person that is the issuer of any
securities into which shares of Common Stock of the Company are converted in
such merger or consolidation, and if no securities are so issued, the Person
that is the other party to such merger or consolidation; and

          (ii) in the case of any transaction described in clause (z) of the
first sentence of Section 13(a), the Person that is the party receiving the
greatest portion of the assets, cash flow or earning power transferred pursuant
to such transaction or transactions; provided, however, that in any such case
described in the foregoing clause (i) or (ii) of this Section 13(b) (1) if the
Common Stock of such Person is not at such time and has not been continuously
over the preceding twelve (12) month period registered under Section 12 of the
Exchange Act, and such Person is a direct or indirect Subsidiary of another
Person the Common Stock of which is and has been so registered, "Principal
Party" shall refer to such other Person; and (2) in case such Person is a
Subsidiary, directly or indirectly, of more than one Person, the Common Stocks
of two or more of which are and have been so registered, "Principal Party" shall
refer to whichever of such Persons is the issuer of the Common Stock having the
greatest aggregate market value.

                                       22
<Page>

          (c) The Company shall not consummate any such consolidation, merger,
sale or transfer unless the Principal Party shall have a sufficient number of
authorized shares of its Common Stock which have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance with this
Section 13 and unless prior thereto the Company and such Principal Party shall
have executed and delivered to the Rights Agent a supplemental agreement
providing for the terms set forth in paragraphs (a) and (b) of this Section 13
and further providing that, as soon as practicable after the date of any
consolidation, merger or sale of assets mentioned in paragraph (a) of this
Section 13, the Principal Party will

          (i) prepare and file a registration statement under the Act, with
respect to the Rights and the securities purchasable upon exercise of the Rights
on an appropriate form, and will use its reasonable best efforts to cause such
registration statement to (A) become effective as soon as practicable after such
filing and (B) remain effective (with a prospectus at all times meeting the
requirements of the Act) until the Expiration Date; and

          (ii) take such all such other action as may be necessary to enable the
Principal Party to issue the securities purchasable upon exercise of the Rights,
including but not limited to the registration or qualification of such
securities under all requisite securities laws of jurisdictions of the various
states and the listing of such securities on such exchanges and trading markets
as may be necessary or appropriate; and

          (iii) will deliver to holders of the Rights historical financial
statements for the Principal Party and each of its Affiliates which comply in
all respects with the requirements for registration on Form 10 under the
Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. In the event that a Section 13 Event
shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the
Rights which have not theretofore been exercised shall thereafter become
exercisable in the manner described in Section 13(a).

          (d) The Rights Agent may rely and be fully protected in relying upon a
certificate of the Company stating that the provisions of this Section 13 have
been fulfilled. Notwithstanding anything in this Agreement to the contrary, the
prior written consent of the Rights Agent must be obtained in connection with
any supplemental agreement which alters the rights or duties of the Rights
Agent, which consent shall not be unreasonably withheld.

          Section 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

          (a) The Company shall not be required to issue fractions of Rights,
except prior to the Distribution Date as provided in Section 11(p) hereof, or to
distribute Rights Certificates which evidence fractional Rights. In lieu of such
fractional Rights, the Company shall pay to the registered holders of the Rights
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right. For purposes of this Section 14(a), the current market
value of a whole Right shall be the closing price of the Rights for the Trading
Day immediately prior to the date on which such fractional Rights would have
been otherwise issuable. The closing price of the Rights for any day shall be
the last quoted price or, if not so quoted, the average of the high

                                       23
<Page>

bid and low asked prices in the over-the-counter market, as reported by NASDAQ
or such other system then in use, or, if the Rights are listed or admitted to
trading on the New York Stock Exchange, the closing price for each day shall be
the last sale price, regular way, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system or,
if the Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading, or, if on any such date
the Rights are not quoted by any such organizations, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Rights selected by the Board. If on any such date no market maker is
making a market in the Rights, the fair value of the Rights on such date as
determined in good faith by the Board shall be used.

          (b) The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to
distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock). In lieu of fractional shares of Preferred Stock that
are not integral multiples of one one-hundredth of a share of Preferred Stock,
the Company may pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one one-hundredth of a share of
Preferred Stock. For purposes of this Section 14(b), the current market value of
one one-hundredth of a share of Preferred Stock shall be one one-hundredth of
the closing price of a share of Preferred Stock (as determined pursuant to
Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of
such exercise.

          (c) Following the occurrence of a Triggering Event, the Company shall
not be required to issue fractions of shares of Common Stock upon exercise of
the Rights or to distribute certificates which evidence fractional shares of
Common Stock. In lieu of fractional shares of Common Stock, the Company may pay
to the registered holders of Rights Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the
current market value of one (1) share of Common Stock. For purposes of this
Section 14(c), the current market value of one share of Common Stock shall be
the closing price of one share of Common Stock (as determined pursuant to
Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
such exercise.

          (d) The holder of a Right by the acceptance of the Rights expressly
waives his right to receive any fractional Rights or any fractional shares upon
exercise of a Right, except as permitted by this Section 14.

          (e) Whenever a payment for fractional Rights or fractional shares is
to be made by the Rights Agent, the Company shall (i) promptly prepare and
deliver to the Rights Agent a certificate setting forth in reasonable detail the
facts related to such payment and the prices and/or formulas utilized in
calculating such payments and (ii) provide sufficient monies to the Rights Agent
in the form of fully collected funds to make such payments. The Rights Agent
shall be fully protected in relying upon such a certificate and shall have no
duty with respect to, and shall not be deemed to have knowledge of any payment
for fractional Rights or fractional

                                       24
<Page>

shares under any Section of this Agreement relating to the payment of fractional
Rights or fractional shares unless and until the Rights Agent shall have
received such a certificate and sufficient monies.

          Section 15. RIGHTS OF ACTION. All rights of action in respect of this
Agreement are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Rights Certificate (or, prior to
the Distribution Date, of the Common Stock), without the consent of the Rights
Agent or of the holder of any other Rights Certificate (or, prior to the
Distribution Date, of the Common Stock), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Rights Certificate in the manner provided
in such Rights Certificate and in this Agreement. Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and shall be entitled to specific performance
of the obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this Agreement.

          Section 16. AGREEMENT OF RIGHTS HOLDERS. Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

          (a) prior to the Distribution Date, the Rights will be transferable
only in connection with the transfer of Common Stock;

          (b) after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the office of the Rights Agent designated for such purposes, duly endorsed or
accompanied by a proper instrument of transfer and with the appropriate forms
and certificates fully executed;

          (c) subject to Section 6(a) and Section 7(f) hereof, the Company and
the Rights Agent may deem and treat the Person in whose name a Rights
Certificate (or, prior to the Distribution Date, the associated Common Stock
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Rights Certificates or the associated Common Stock certificate made by anyone
other than the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent, subject to the last sentence of
Section 7(e) hereof, shall be required to be affected by any notice to the
contrary; and

          (d) notwithstanding anything in this Agreement to the contrary,
neither the Company nor the Rights Agent shall have any liability to any holder
of a Right or other Person as a result of its inability to perform any of its
obligations under this Agreement by reason of any preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or
commission, or any statute, rule, regulation or executive order promulgated or
enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; provided,

                                       25
<Page>

however, the Company must use its reasonable best efforts to have any such
order, decree, judgment or ruling (whether interlocutory or final) lifted or
otherwise overturned as soon as possible.

          Section 17. RIGHTS CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER. No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of one
one-hundredths of a share of Preferred Stock or any other securities of the
Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Rights
Certificate be construed to confer upon the holder of any Rights Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in Section 25 hereof), or to receive dividends or subscription rights,
or otherwise, until the Right or Rights evidenced by such Rights Certificate
shall have been exercised in accordance with the provisions hereof.

          Section 18. CONCERNING THE RIGHTS AGENT.

          (a) The Company agrees to pay to the Rights Agent such compensation as
shall be agreed in writing between the Company and the Rights Agent for all
services rendered by it hereunder and, from time to time, on demand of the
Rights Agent, its reasonable expenses and counsel fees and disbursements and
other disbursements incurred in the preparation, delivery, execution, amendment
and administration of this Agreement and the exercise and performance of its
duties hereunder. The Company also agrees to indemnify the Rights Agent for, and
to hold it harmless against, any loss, liability, damage, judgment, fine,
penalty, claim, demand, settlement, cost or expense, incurred without gross
negligence, bad faith or willful misconduct on the part of the Rights Agent
(each as determined by a final, non-appealable order, judgment, decree or ruling
of a court of competent jurisdiction) for any action taken, suffered or omitted
by the Rights Agent in connection with the acceptance and administration of this
Agreement, including, without limitation, the costs and expenses of defending
against any claim (whether asserted by the Company or any holder of Rights) of
liability in the premises. The costs and expenses incurred by the Rights Agent
in enforcing this right of indemnification shall be paid by the Company unless
it is determined by a final, non-appealable order, judgment, decree or ruling of
a court of competent jurisdiction that the Rights Agent is not entitled to
indemnification due to the Rights Agent's gross negligence, bad faith or willful
misconduct, in which case the costs and expenses of the Company incurred in
defending this claim for indemnification shall be paid by the Rights Agent. The
provisions of this Section 18 and Section 20 below shall survive the termination
of this Agreement, the exercise or expiration of the Rights and the resignation
or removal of the Rights Agent.

          (b) The Rights Agent shall be authorized and protected and shall incur
no liability for or in respect of any action taken, suffered or omitted by it in
connection with its acceptance and administration of this Agreement in reliance
upon any Rights Certificate or certificate for Common Stock or for other
securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, instruction, direction,
consent, certificate, statement or other paper or document believed by it to be
genuine and to be

                                       26
<Page>

signed and executed by the proper Person or Persons. The Rights Agent shall not
be deemed to have knowledge of any event of which it was supposed to receive
notice thereof hereunder, and the Rights Agent shall be fully protected and
shall incur no liability for failing to take any action in connection therewith
unless and until it has received such notice.

          (c) Notwithstanding anything in this Agreement to the contrary, in no
event shall the Rights Agent be liable for special, indirect, incidental,
punitive or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Rights Agent has been advised of the
likelihood of the loss or damage and regardless of the form of the action.

          Section 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT.

          (a) Any Person into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any Person succeeding to the
business of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto;
but only if such Person would be eligible for appointment as a successor Rights
Agent under the provisions of Section 21 hereof. In case at the time such
successor Rights Agent shall succeed to the agency created by this Agreement,
any of the Rights Certificates shall have been countersigned but not delivered,
any such successor Rights Agent may adopt the countersignature of a predecessor
Rights Agent and deliver such Rights Certificates so countersigned; and in case
at that time any of the Rights Certificates shall not have been countersigned,
any successor Rights Agent may countersign such Rights Certificates either in
the name of the predecessor or in the name of the successor Rights Agent; and in
all such cases such Rights Certificates shall have the full force provided in
the Rights Certificates and in this Agreement.

          (b) In case at any time the name of the Rights Agent shall be changed
and at such time any of the Rights Certificates shall have been countersigned
but not delivered, the Rights Agent may adopt the countersignature under its
prior name and deliver Rights Certificates so countersigned; and in case at that
time any of the Rights Certificates shall not have been countersigned, the
Rights Agent may countersign such Rights Certificates either in its prior name
or in its changed name; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.

          Section 20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes only
the duties and obligations expressly imposed by this Agreement, and no implied
duties or obligations shall be read into this Agreement against the Rights
Agent, upon the following terms and conditions, by all of which the Company and
the holders of Rights Certificates, by their acceptance thereof, shall be bound:

          (a) The Rights Agent may consult with legal counsel of its selection
(who may be legal counsel for the Company), and the opinion of such counsel
shall be full and complete authorization and protection to the Rights Agent, and
the Rights Agent shall incur no

                                       27
<Page>

liability for or in respect of, any action taken, suffered or omitted by it in
accordance with such opinion.

          (b) Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person and the
determination of Current Market Price) be proved or established by the Company
prior to taking, suffering or omitting to take any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate signed by the Chairman of the Board, the President, any Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for any action
taken, suffered or omitted to be taken by it under the provisions of this
Agreement in reliance upon such certificate.

          (c) The Rights Agent shall be liable hereunder only for its own gross
negligence, bad faith or willful misconduct (each as determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction). Any liability of the Rights Agent under this Rights Agreement
will be limited to the amount of fees paid by the Company to the Rights Agent.

          (d) The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Rights
Certificates or be required to verify the same (except as to its
countersignature on such Rights Certificates), but all such statements and
recitals are and shall be deemed to have been made by the Company only.

          (e) The Rights Agent shall not be under any responsibility or have any
liability in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights Agent) or in
respect of the validity or execution of any Rights Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Rights Certificate; nor shall it be responsible for any change in the
exercisability of the Rights (including the Rights becoming null and void
pursuant to Section 7(e)) or any adjustment required under the provisions of
Section 11, Section 13 or Section 24 hereof or responsible for the manner,
method or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment (except with respect to the
exercise of Rights evidenced by Rights Certificates after the Rights Agent's
actual notice of any such adjustment); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock or Preferred Stock to be issued
pursuant to this Agreement or any Rights Certificate or as to whether any shares
of Common Stock or Preferred Stock will, when so issued, be validly authorized
and issued, fully paid and nonassessable, nor shall the Rights Agent be
responsible for the legality of the terms hereof in its capacity as an
administrative agent.

          (f) The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and

                                       28
<Page>

other acts, instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights Agent of the
provisions of this Agreement.

          (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company,
and to apply to such officers for advice or instructions in connection with its
duties, and such instruction shall be full authorization and protection to the
Rights Agent and the Rights Agent shall incur no liability for or in respect of
any action taken, suffered or omitted to be taken by it in accordance with
instructions of any such officer or for any delay in acting while waiting for
these instructions. Any application by the Rights Agent for written instructions
from the Company may, at the option of the Rights Agent, set forth in writing
any action proposed to be taken or omitted by the Rights Agent under this
Agreement and the date on and/or after which such action shall be taken or such
omission shall be effective. The Rights Agent shall not be liable for any action
taken by, or omission of, the Rights Agent in accordance with a proposal
included in such application on or after the date specified in such application
(which date shall not be less than three (3) Business Days after the date any
officer of the Company actually receives such application, unless such officer
shall have consented in writing to any earlier date) unless prior to taking any
such action (or the effective date in the case of an omission), the Rights Agent
shall have received written instructions in response to such application
specifying the action to be taken or omitted or unless the Rights Agent shall
have acted with gross negligence or willful misconduct.

          (h) The Rights Agent and any stockholder, director, Affiliate, officer
or employee of the Rights Agent may buy, sell or deal in any of the Rights or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Rights Agent under this Agreement. Nothing herein shall preclude the Rights
Agent from acting in any other capacity for the Company or for any other Person.

          (i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, absent gross negligence, bad faith or willful misconduct
(each as determined by a final, non-appealable order, judgment, decree or ruling
of a court of competent jurisdiction) in the selection and continued employment
thereof.

          (j) No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights if
it reasonably believes that repayment of such funds or adequate indemnification
against such risk or liability is not reasonably assured to it.

          (k) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has either not
been completed or indicates an affirmative response

                                       29
<Page>

to clause 1 and/or 2 thereof, the Rights Agent shall not take any further action
with respect to such requested exercise of transfer without first consulting
with the Company.

          (l) In addition to the foregoing, the Rights Agent shall be protected
and shall incur no liability for, or in respect of, any action taken or omitted
by it in connection with its administration of this Agreement if such acts or
omissions are in reliance upon (i) the proper execution of the certification
concerning beneficial ownership appended to the form of assignment and the form
of election to purchase attached hereto unless the Rights Agent shall have
actual knowledge that, as executed, such certification is untrue or (ii) the
non-execution of such certification including, without limitation, any refusal
to honor any otherwise permissible assignment or election by reason of such
non-execution.

          (m) The Company agrees to give the Rights Agent prompt written notice
of any event or ownership which would prohibit the exercise or transfer or the
Rights Certificates.

          Section 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty (30) days' notice in writing mailed to the Company, and to each
transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail. Any successor to the Rights Agent that so resigns will send
notice to the registered holders of the Rights Certificates by first-class mail
if such resignation occurs after the Distribution Date. The Company may remove
the Rights Agent or any successor Rights Agent upon thirty (30) days' notice in
writing, mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of the Common Stock and Preferred Stock, by
registered or certified mail. Any successor to the Rights Agent so removed will
send notice to the holders of Rights Certificates by registered or certified
mail if such removal occurs after the Distribution Date. If the Rights Agent
shall resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company shall fail
to make such appointment within a period of sixty (60) days after giving notice
of such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Rights Certificate (who shall, with such notice, submit his Rights Certificate
for inspection by the Company, at the expense of the Company), then the Rights
Agent or any registered holder of any Rights Certificate may apply to any court
of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be a Person organized and doing business under the laws of the United
States or of the State of New York or of any other state of the United States,
in good standing, having an office in the State of New York, which is authorized
under such laws to exercise corporate trust or stock transfer or shareholder
services powers and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50,000,000 or (b) an affiliate of a
Person described in clause (a) of this sentence. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Stock and the Preferred Stock, and, if
such appointment occurs after the Distribution

                                       30
<Page>

Date, mail a notice thereof in writing to the registered holders of the Rights
Certificates. Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.

          Section 22. ISSUANCE OF NEW RIGHTS CERTIFICATES. Notwithstanding any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights in
such forms as may be approved by its Board to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or other
securities or property purchaseable under the Rights Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of Common Stock following the Distribution Date and
prior to the earlier of the Redemption Date and the Close of Business on the
Final Expiration Date, the Company may, with respect to shares of Common Stock
so issued or sold (i) pursuant to the exercise of stock options, (ii) under any
employee plan or arrangement, (iii) upon the exercise, conversion or exchange of
securities, notes or debentures issued by the Company or (iv) a contractual
obligation of the Company, in each case existing prior to the Distribution Date,
issue Rights Certificates representing the appropriate number of Rights in
connection with such issuance or sale.

          Section 23. REDEMPTION AND TERMINATION.

          (a) The Board may, at its option, at any time prior to the earlier of
(i) such time as any Person becomes an Acquiring Person or (ii) the Final
Expiration Date, redeem all but not less than all of the then outstanding Rights
at a redemption price of $.01 per Right, as such amount may be appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price"). The Company may, at its option, pay the
Redemption Price in cash, shares of Common Stock (based on the Current Market
Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of
redemption) or any other form of consideration deemed appropriate by the Board.

          (b) Immediately upon the time of the effectiveness of the redemption
of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time
as may be determined by the Board ordering the redemption of the Rights,
although not earlier than the time of such action (such time the "Redemption
Date"), evidence of which shall have been filed with the Rights Agent and
without any further action and without any notice, the right to exercise the
Rights will terminate and the only right thereafter of the holders of Rights
shall be to receive the Redemption Price for each Right so held. Promptly after
the action of the Board ordering the redemption of the Rights, the Company shall
give notice of such redemption to the Rights Agent and the holders of the then
outstanding Rights by mailing such notice to all such holders at each holder's
last address as it appears upon the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the transfer agent for the
Common Stock; provided, however, that the failure to give or any defect in any
such notice shall not affect the validity of such redemption. Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice. Each such notice of redemption will state the
method by which the payment of the Redemption Price will be made.

                                       31
<Page>

          Section 24. EXCHANGE.

          (a) The Board may, at its option, at any time after any Person becomes
an Acquiring Person, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become null and
void pursuant to the provisions of Section 7(e) hereof) for Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date hereof (such exchange ratio being hereinafter referred to as the
"Exchange Ratio"). Notwithstanding the foregoing, the Board shall not be
empowered to effect such exchange at any time after any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or any such Subsidiary, or any entity holding Common Stock for or pursuant to
the terms of any such plan), together with all Associates or Affiliates of such
Person, becomes the Beneficial Owner of a majority of the Common Stock then
outstanding.

          (b) Immediately upon the action of the Board ordering the exchange of
any Rights pursuant to subsection (a) of this Section 24 and without any further
action and without any notice, the right to exercise such Rights shall terminate
and the only right thereafter of the holders of such Rights shall be to receive
that number of shares of Common Stock equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio. The Company shall promptly give
public notice (with prompt notice thereof to the Rights Agent) of any such
exchange; provided, however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange. The Company promptly
shall mail a notice of any such exchange to the Rights Agent and all of the
holders of such Rights at their last addresses as they appear upon the registry
books of the Rights Agent. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
Common Stock for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any partial exchange
shall be effected pro rata based on the number of Rights (other than Rights
which have become void pursuant to the provisions of Section 7(e) hereof) held
by each holder of Rights.

          (c) In any exchange pursuant to this Section 24, the Company, at its
option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such
term is defined in paragraph (b) of Section 11 hereof) for Common Stock
exchangeable for Rights, at the initial rate of one one-hundredth of a share of
Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock,
as appropriately adjusted to reflect stock splits, stock dividends and other
similar transactions after the date hereof.

          (d) In the event that there shall not be sufficient shares of Common
Stock issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 24, the
Company shall take all such action as may be necessary to authorize additional
shares of Common Stock for issuance upon exchange of the Rights.

          (e) The Company shall not be required to issue fractions of shares of
Common Stock or to distribute certificates which evidence fractional shares of
Common Stock. In lieu of such fractional shares of Common Stock, there shall be
paid to the registered holders of

                                       32
<Page>

the Rights Certificates with regard to which such fractional shares of Common
Stock would otherwise be issuable, an amount in cash equal to the same fraction
of the current market value of a whole share of Common Stock. For the purposes
of this subsection (e), the current market value of a whole share of Common
Stock shall be the closing price of a share of Common Stock (as determined
pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of exchange pursuant to this Section 24.

          Section 25. NOTICE OF CERTAIN EVENTS.

          (a) In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to the
holders of Preferred Stock or to make any other distribution to the holders of
Preferred Stock (other than a regular quarterly cash dividend out of earnings or
retained earnings of the Company), (ii) to offer to the holders of Preferred
Stock rights or warrants to subscribe for or to purchase any additional shares
of Preferred Stock or shares of stock of any class or any other securities,
rights or options, (iii) to effect any reclassification of its Preferred Stock
(other than a reclassification involving only the subdivision of outstanding
shares of Preferred Stock), (iv) to effect any consolidation or merger into or
with any other Person (other than a Subsidiary of the Company in a transaction
which complies with Section 11(o) hereof), or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or
other transfer), in one transaction or a series of related transactions, of more
than 50% of the assets, cash flow or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof) or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company
shall give to the Rights Agent and to each holder of a Rights Certificate in
accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, distribution of
rights or warrants, or the date on which such reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution or winding up is to take place
and the date of participation therein by the holders of the shares of Preferred
Stock, if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at least twenty (20) days
prior to the record date for determining holders of the shares of Preferred
Stock for purposes of such action, and in the case of any such other action, at
least twenty (20) days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of the shares of Preferred
Stock whichever shall be the earlier.

          (b) In case any of the events set forth in Section 11(a)(ii) hereof
shall occur, then, in any such case, (i) the Company shall as soon as
practicable thereafter give to each holder of a Rights Certificate and to the
Rights Agent, to the extent feasible and in accordance with Section 26 hereof, a
notice of the occurrence of such event, which shall specify the event and the
consequences of the event to holders of Rights under Section 11(a)(ii) hereof
and (ii) all references in the preceding paragraph to Preferred Stock shall be
deemed thereafter to refer to Common Stock and/or, if appropriate, other
securities.

          Section 26. NOTICES. Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid,

                                       33
<Page>

addressed (until another address is filed in writing by the Company with the
Rights Agent) or by facsimile or other generally accepted means of electronic
transmission as follows:

          Weight Watchers International, Inc.
          175 Crossways Park West
          Woodbury, New York 11797
          Attention: General Counsel
          Telecopy No.: (516) 390-1795

          with a copy to:

          Simpson Thacher & Bartlett
          425 Lexington Avenue
          New York, New York 10017
          Attn: Rise Norman
          Telecopy No.: (212) 455-2502

Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Rights
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address is
filed in writing by the Rights Agent with the Company) or by facsimile
transmission as follows:

          EquiServe Trust Company, N.A.
          150 Royall Street
          Canton, Massachusetts 02021
          Attention: Brian Smith
          Telecopy No.: (781) 575-2149

          Notices or demands authorized by this Agreement to be given or made by
the Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing
shares of Common Stock) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Company.

          Section 27. SUPPLEMENTS AND AMENDMENTS. Except as provided in the
other provisions of this Section 27, for so long as the Rights are then
redeemable, the Company may in its sole and absolute discretion, and the Rights
Agent shall if the Company so directs, supplement or amend any provision of this
Agreement in any respect without the approval of any holders of the Rights. At
any time when the Rights are no longer redeemable, except as provided in the
other provisions of this Section 27, the Company may, and the Rights Agent
shall, if the Company so directs, supplement or amend this Agreement without the
approval of any holders of Rights; provided that no such supplement or amendment
may (a) adversely affect the interests of the holders of the Rights as such
(other than an Acquiring Person and its Affiliates and Associates), (b) cause
the Rights again to be redeemable or (c) cause the Agreement again to become
amendable other than in accordance with this sentence. Notwithstanding anything
contained in this Agreement to the contrary, (i) no supplement or amendment
shall be made

                                       34
<Page>

which changes the Redemption Price and (ii) no supplement or amendment that
changes the rights of any Exempted Entity contained in Sections 1(a), 1(e) and
1(s) of this Agreement and related provisions thereto (other than the addition
of other Persons as Exempted Entities) will be effective against such Exempted
Entity without its prior written consent, which consent shall not be
unreasonably withheld. Upon the delivery of a certificate from an appropriate
officer of the Company which states that the supplement or amendment is in
compliance with the terms of this Section 27, and provided that such supplement
or amendment does not change or affect the rights, duties, liabilities or
obligations of the Rights Agent, the Rights Agent shall execute such supplement
or amendment, provided that any supplement or amendment that does not change or
affect the rights, duties, liabilities or obligations of the Rights Agent shall
become effective immediately upon execution by the Company, whether or not also
executed by the Rights Agent.

          Section 28. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

          Section 29. DETERMINATIONS AND ACTIONS BY THE BOARD, ETC. For all
purposes of this Agreement, any calculation of the number of shares of Common
Stock outstanding at any particular time, including for purposes of determining
the particular percentage of such outstanding shares of Common Stock of which
any Person is the Beneficial Owner, shall be made in accordance with the last
sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the
Exchange Act. The Board shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Board or to the Company, or as may be necessary or advisable in
the administration of this Agreement, including, without limitation, the right
and power to (i) interpret the provisions of this Agreement and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the Rights or to
amend the Agreement). All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all omissions with
respect to the foregoing) which are done or made by the Board in good faith,
shall (x) be final, conclusive and binding on the Company, the Rights Agent, the
holders of the Rights and all other parties and (y) not subject the Board, or
any of the directors on the Board to any liability to the holders of the Rights.
The Rights Agent shall always be entitled to assume that the Company's Board
acted in good faith and shall be fully protected and incur no liability in
reliance thereon.

          Section 30. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of the Common Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, registered holders of the Common Stock).

          Section 31. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or

                                       35
<Page>

invalidated; provided, however, that notwithstanding anything in this Agreement
to the contrary, if any such term, provision, covenant or restriction is held by
such court or authority to be invalid, void or unenforceable and the Board
determines in its good faith judgment that severing the invalid language from
this Agreement would adversely affect the purpose or effect of this Agreement,
the right of redemption set forth in Section 23 hereof shall be reinstated (with
prompt notice to the Rights Agent) and shall not expire until the Close of
Business on the tenth Business Day following the date of such determination by
the Board. Without limiting the foregoing, if any provision requiring a specific
group of Directors of the Company to act is held to by any court of competent
jurisdiction or other authority to be invalid, void or unenforceable, such
determination shall then be made by the Board in accordance with applicable law
and the Company's Articles of Incorporation and Bylaws.

          Section 32. GOVERNING LAW. This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the Commonwealth of Virginia and for all purposes shall be governed by,
and construed in accordance with, the law of such Commonwealth; provided,
however, that all provisions regarding the rights, duties and obligations of the
Rights Agent shall be governed by, and construed in accordance with, the law of
the State of New York.

          Section 33. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

          Section 34. DESCRIPTIVE HEADINGS. Descriptive headings of the several
sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

                                       36
<Page>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, all as of the day and year first above written.

                                      WEIGHT WATCHERS INTERNATIONAL, INC.

                                      By   /s/ Robert W. Hollweg
                                        ----------------------------------------
                                      Name:  Robert W. Hollweg
                                      Title: Vice President, General Counsel and
                                             Secretary

                                      EQUISERVE TRUST COMPANY, N.A.

                                      By   /s/ Brian F. Smith
                                        ----------------------------------------
                                      Name:  Brian F. Smith
                                      Title: Account Manager

                                       37
<Page>

                                                                       EXHIBIT A

                              ARTICLES OF AMENDMENT
                                     TO THE
               ARTICLES OF INCORPORATION, AS AMENDED AND RESTATED,
                                       OF
                       WEIGHT WATCHERS INTERNATIONAL, INC.
                    TO CREATE A NEW SERIES OF PREFERRED STOCK
                                  DESIGNATED AS
                  SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

       PURSUANT TO SECTION 13.1-639 OF THE VIRGINIA STOCK CORPORATION ACT

                                       I.

          The name of the corporation is Weight Watchers International, Inc.
(the "Corporation").

                                       II.

          Pursuant to Section 13.1-639 of the Virginia Stock Corporation Act and
the authority conferred upon the Board of Directors by the Articles of
Incorporation of the Corporation, as amended and restated (the "Articles of
Incorporation"), the Articles of Incorporation are hereby amended to create a
new series of shares of Preferred Stock, designated as "Series B Junior
Participating Preferred Stock," by adding the following additional Part E after
the last paragraph of Article III:

E. SERIES B JUNIOR PARTICIPATING PREFERRED STOCK. There is hereby established a
series of the Corporation's authorized Preferred Stock, to be designated and to
have the relative rights, preferences and limitations, insofar as not already
fixed by any other provision of the Articles of Incorporation, as follows:

     1.   DESIGNATION AND AMOUNT. The shares of such series shall be designated
as "Series B Junior Participating Preferred Stock" and the number of shares
constituting such series shall be 10,000,000.

     2.   DIVIDENDS AND DISTRIBUTIONS.

                                        1
<Page>

          (a) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series B Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series B Junior Participating Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the fifteenth day of January, April, July and October in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series B Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $0.01 per share or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends plus 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series B Junior Participating Preferred Stock. In the
event the Corporation shall at any time after November 19, 2001 (the "Rights
Declaration Date"), (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Series B Junior Participating
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

          (b) The Corporation shall declare a dividend or distribution on the
Series B Junior Participating Preferred Stock immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $0.01 per share on the Series B Junior Participating
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

          (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series B Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
B Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares of
Series B Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events, such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series B Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such

                                        2
<Page>

shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series B Junior Participating
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.

     3.   VOTING RIGHTS. The holders of shares of Series B Junior Participating
Preferred Stock shall have the following voting rights:

          (a) Subject to the provision for adjustment hereinafter set forth,
each share of Series B Junior Participating Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the
shareholders of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (x) declare any dividend on Common Stock
payable in shares of Common Stock, (y) subdivide the outstanding Common Stock or
(z) combine the outstanding Common Stock into a smaller number of shares, then
in each such case the number of votes per share to which holders of shares of
Series B Junior Participating Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

          (b) Except as otherwise provided herein or by law, the holders of
shares of Series B Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted
to a vote of shareholders of the Corporation.

               (i) If at any time dividends on any Series B Junior Participating
          Preferred Stock shall be in arrears in an amount equal to six
          quarterly dividends thereon, the occurrence of such contingency shall
          mark the beginning of a period (herein called a "Default Period") that
          shall extend until such time when all accrued and unpaid dividends for
          all previous quarterly dividend periods and for the current quarterly
          dividend period on all shares of Series B Junior Participating
          Preferred Stock then outstanding shall have been declared and paid or
          set apart for payment. During each Default Period, all holders of
          Preferred Stock (including holders of the Series B Junior
          Participating Preferred Stock) with dividends in arrears in an amount
          equal to six quarterly dividends thereon, voting as a class,
          irrespective of series, shall have the right to elect two directors.

               (ii) During any Default Period, such voting right of the holders
          of Series B Junior Participating Preferred Stock may be exercised
          initially at a special meeting called pursuant to Section 3(b)(iii) of
          this Part E or at any annual meeting of shareholders, and thereafter
          at annual meetings of shareholders, provided that neither such voting
          right nor the right of the holders of any other series of Preferred
          Stock, if any, to increase, in certain cases, the authorized number of
          directors shall be exercised unless the holders of ten percent in
          number of shares of Preferred Stock outstanding shall be present in
          person or by proxy. The absence of a quorum of the holders of Common
          Stock shall not affect the exercise by the holders of Preferred Stock
          of such voting right. At any meeting at

                                        3
<Page>

          which the holders of Preferred Stock shall exercise such voting right
          initially during an existing Default Period, they shall have the
          right, voting as a class, to elect directors to fill such vacancies,
          if any, in the Board of Directors as may then exist up to two
          directors or, if such right is exercised at an annual meeting, to
          elect two directors. If the number that may be so elected at any
          special meeting does not amount to the required number, the holders of
          the Preferred Stock shall have the right to make such increase in the
          number of directors as shall be necessary to permit the election by
          them of the required number. After the holders of the Preferred Stock
          shall have exercised their right to elect directors in any Default
          Period and during the continuance of such period, the number of
          directors shall not be increased or decreased except by vote of the
          holders of Preferred Stock as herein provided or pursuant to the
          rights of any equity securities ranking senior to or PARI PASSU with
          the Series B Junior Participating Preferred Stock.

               (iii) Unless the holders of Preferred Stock shall, during an
          existing Default Period, have previously exercised their right to
          elect directors, the Board of Directors may order, or any shareholder
          or shareholders owning in the aggregate not less than ten percent of
          the total number of shares of Preferred Stock outstanding,
          irrespective of series, may request, the calling of a special meeting
          of the holders of Preferred Stock, which meeting shall thereupon be
          called by the President, a Vice President or the Secretary of the
          Corporation. Notice of such meeting and of any annual meeting at which
          holders of Preferred Stock are entitled to vote pursuant to this
          Section 3(b)(iii) shall be given to each holder of record of Preferred
          Stock by mailing a copy of such notice to him at his last address as
          the same appears on the books of the Corporation. Such meeting shall
          be called for a time not earlier than 20 days and not later than 60
          days after such order or request or in default of the calling of such
          meeting within 60 days after such order or request. Such meeting may
          be called on similar notice by any shareholder or shareholders owning
          in the aggregate not less than ten percent of the total number of
          shares of Preferred Stock outstanding. Notwithstanding the provisions
          of this Section 3(b)(iii), no such special meeting shall be called
          during the period within 60 days immediately preceding the date fixed
          for the next annual meeting of the shareholders.

               (iv) In any Default Period, the holders of Common Stock, and
          other classes of stock of the Corporation if applicable, shall
          continue to be entitled to elect the whole number of directors until
          the holders of Preferred Stock shall have exercised their right to
          elect two directors voting as a class, after the exercise of which
          right (X) the directors so elected by the holders of Preferred Stock
          shall continue in office until their successors shall have been
          elected by such holders or until the expiration of the Default Period,
          and (Y) any vacancy in the Board of Directors may (except as provided
          in Section 3(b)(iii) of this Part E above) be filled by vote of a
          majority of the remaining directors theretofore elected by the holders
          of the class of stock that elected the director whose office shall
          have become vacant. References in Section 3 of this Part E to
          directors elected by the holders of a particular class of stock shall
          include directors elected by such directors to fill vacancies as
          provided in clause (Y) of the foregoing sentence.

                                        4
<Page>

               (v) Immediately upon the expiration of a Default Period, (X) the
          right of the holders of Preferred Stock as a class to elect directors
          shall cease, (Y) the term of any directors elected by the holders of
          Preferred Stock as a class shall terminate and (Z) the number of
          directors shall be such number as may be provided for in the Articles
          of Incorporation or the Bylaws, as amended and restated, irrespective
          of any increase made pursuant to the provisions of Section 3(b)(i) of
          this Part E (such number being subject, however, to change thereafter
          in any manner provided by law or in the Articles of Incorporation or
          the Bylaws, as amended and restated). Any vacancies in the Board of
          Directors effected by the provisions of clauses (Y) and (Z) in the
          preceding sentence may be filled by a majority of the remaining
          directors.

          (c) Except as set forth herein, holders of Series B Junior
Participating Preferred Stock shall have no special voting rights, and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

     4.   CERTAIN RESTRICTIONS.

          (a) Whenever quarterly dividends or other dividends or distributions
payable on the Series B Junior Participating Preferred Stock as provided in
Section 2 of this Part E above are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on shares of
Series B Junior Participating Preferred Stock outstanding shall have been paid
in full, the Corporation shall not:

               (i) declare or pay dividends on, make any other distributions on,
          or redeem or purchase or otherwise acquire for consideration any
          shares of stock ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Series B Junior
          Participating Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions
          on any shares of stock ranking on a parity (either as to dividends or
          upon liquidation, dissolution or winding up) with the Series B Junior
          Participating Preferred Stock, except dividends paid ratably on the
          Series B Junior Participating Preferred Stock and all such parity
          stock on which dividends are payable or in arrears in proportion to
          the total amounts to which the holders of all such shares are then
          entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
          shares of any stock ranking on a parity (either as to dividends or
          upon liquidation, dissolution or winding up) with the Series B Junior
          Participating Preferred Stock, provided that the Corporation may at
          any time redeem, purchase or otherwise acquire shares of any such
          parity stock in exchange for shares of any stock of the Corporation
          ranking junior (either as to dividends or upon dissolution,
          liquidation or winding up) to the Series B Junior Participating
          Preferred Stock; or

                                        5
<Page>

               (iv) purchase or otherwise acquire for consideration any shares
          of Series B Junior Participating Preferred Stock, or any shares of
          stock ranking on a parity with the Series B Participating Preferred
          Stock, except in accordance with a purchase offer made in writing or
          by publication (as determined by the Board of Directors) to all
          holders of such shares upon such terms as the Board of Directors,
          after consideration of the respective annual dividend rates and other
          relative rights and preferences of the respective series and classes,
          shall determine in good faith will result in fair and equitable
          treatment among the respective series or classes.

          (b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under Section 4(a) of this Part E,
purchase or otherwise acquire such shares at such time and in such manner.

     5.   REACQUIRED SHARES. Any shares of Series B Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.

     6.   LIQUIDATION, DISSOLUTION OR WINDING UP.

          (a) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series B Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series B Junior Participating
Preferred Stock shall have received $1.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment (the "Series B Liquidation Preference"). Following
the payment of the full amount of the Series B Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series B
Junior Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series B
Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in
Section 6(c) of this Part E below to reflect such events as stock splits, stock
dividends and recapitalizations with respect to the Common Stock) (such number
in clause (ii), the "Adjustment Number"). Following the payment of the full
amount of the Series B Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series B Junior Participating Preferred
Stock and Common Stock, respectively, holders of Series B Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed in the
ratio of the Adjustment Number to one with respect to such Preferred Stock and
Common Stock, on a per share basis, respectively.

          (b) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series B Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any, that
rank on a parity with the Series B Junior

                                        6
<Page>

Participating Preferred Stock, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there are not sufficient
assets available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

          (c) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     7.   CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter into
any consolidation, merger, statutory share exchange or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the shares
of Series B Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series B Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     8.   NO REDEMPTION. The shares of Series B Junior Participating Preferred
Stock shall not be redeemable.

     9.   RANKING. The Series B Junior Participating Preferred Stock shall rank
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such other series shall provide otherwise.

     10.  AMENDMENT. At any time when any shares of Series B Junior
Participating Preferred Stock are outstanding, the Articles of Incorporation, as
amended and restated, and as amended hereby, shall not be amended in any manner
that would materially alter or change the powers, preferences or special rights
of the Series B Junior Participating Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of a majority or more of
the then outstanding shares of Series B Junior Participating Preferred Stock,
voting separately as a class.

                                        7
<Page>

     11.  FRACTIONAL SHARES. Series B Junior Participating Preferred Stock may
be issued in fractions of a share which shall entitle the holder, in proportion
to such holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series B Junior Participating Preferred Stock.

                                      III.

          The foregoing amendment was duly adopted by the Corporation's Board of
Directors on November 14, 2001. No shareholder action was required.


                                      WEIGHT WATCHERS INTERNATIONAL, INC.


Dated:  November 14, 2001                    By:
                                                  ------------------------------
                                                  [Name]

                                                  [Title]

                                        8
<Page>

                                                                       EXHIBIT B


                            FORM OF RIGHT CERTIFICATE


Certificate No. R- ____                                               ___ Rights

     NOT EXERCISABLE AFTER NOVEMBER 19, 2011 OR EARLIER IF REDEMPTION OR
     EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND
     TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
     CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR
     TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED
     IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL
     AND VOID AND WILL NO LONGER BE TRANSFERABLE.


                                Right Certificate

                       WEIGHT WATCHERS INTERNATIONAL, INC.

          This certifies that ___________, or its registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of November 15, 2001 as the same may be amended from time to
time (the "RIGHTS AGREEMENT"), between Weight Watchers International, Inc., a
Virginia corporation (the "COMPANY"), and EquiServe Trust Company (the "RIGHTS
AGENT"), to purchase from the Company at any time after the Distribution Date
(as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New
York City time, on November 19, 2011 at the office or agency of the Rights Agent
designated for such purpose, or of its successor as Rights Agent, one
one-hundredth of a fully paid non-assessable share of Series B Junior
Participating Preferred Stock, no par value (the "PREFERRED STOCK"), of the
Company, at a purchase price of $_____ per one one-hundredth of a share of
Preferred Stock (the "PURCHASE PRICE"), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase duly executed. The
number of Rights evidenced by this Rights Certificate (and the number of one
one-hundredths of a share of Preferred Stock which may be purchased upon
exercise hereof) set forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of _________ __, _____, based on the Preferred
Stock as constituted at such date. As provided in the Rights Agreement, the
Purchase Price, the number of one one-hundredth of a share of Preferred Stock
(or other securities or property) which may be

                                        1
<Page>

purchased upon the exercise of the Rights and the number of Rights evidenced by
this Right Certificate are subject to modification and adjustment upon the
happening of certain events.

          This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to such
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates. Copies of
the Rights Agreement are on file at the principal executive offices of the
Company. The Company will mail to the holder of this Right Certificate a copy of
the Rights Agreement without charge after receipt of a written request therefor.

          This Right Certificate, with or without other Right Certificates, upon
surrender at the office or agency of the Rights Agent designated for such
purpose, may be exchanged for another Right Certificate or Right Certificates of
like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of shares of Preferred Stock as the Rights evidenced by the
Right Certificate or Right Certificates surrendered shall have entitled such
holder to purchase. If this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not exercised.

          Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at a redemption
price of $.01 per Right or (ii) may be exchanged in whole or in part for shares
of Preferred Stock or shares of the Company's Common Stock, no par value.

          No fractional shares of Preferred Stock or Common Stock will be issued
upon the exercise or exchange of any Right or Rights evidenced hereby (other
than fractions of Preferred Stock which are integral multiples of one
one-hundredth of a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

          No holder of this Right Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of the
Preferred Stock or of any other securities of the Company which may at any time
be issuable on the exercise or exchange hereof, nor shall anything contained in
the Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement) or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
certificate shall have been exercised or exchanged as provided in the Rights
Agreement.

          This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

                                        2
<Page>

          WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal. Dated as of_________________,______.

ATTEST:                                      WEIGHT WATCHERS
                                             INTERNATIONAL, INC.


By:                                          By:
   --------------------------                   --------------------------------


Countersigned:


- ---------------------------,
as Rights Agent


By:
   -----------------------------
   Authorized Signatory

                                        3
<Page>

                   [Form of Reverse Side of Right Certificate]

                               FORM OF ASSIGNMENT

                (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH
                HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE)

          FOR VALUE RECEIVED _________________________ hereby sells, assigns and
transfer unto ___________________________

          ------------------------------------------------------------
                  (PLEASE PRINT NAME AND ADDRESS OF TRANSFEREE)

          ------------------------------------------------------------

Rights represented by this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
___________________ Attorney, to transfer said Rights on the books of the
within-named Company, with full power of substitution.

Dated:
       --------------, ----

                                             -----------------------------------
                                                         Signature

Signature Guaranteed:

          Signatures must be guaranteed by a bank, trust company, broker, dealer
or other eligible institution participating in a recognized signature guarantee
medallion program.

          The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by, were not acquired by the
undersigned from, and are not being sold, assigned or transferred to, an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement).

                                             -----------------------------------
                                                         Signature

                                        4
<Page>

             [Form of Reverse Side of Right Certificate-- CONTINUED]

                          FORM OF ELECTION TO PURCHASE

                  (TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE
                  RIGHTS REPRESENTED BY THE RIGHTS CERTIFICATE)

To the Rights Agent:

          The undersigned hereby irrevocably elects to exercise _______________
Rights represented by this Right Certificate to purchase the shares of Preferred
Stock (or other securities or property) issuable upon the exercise of such
Rights and requests that certificates for such shares of Preferred Stock (or
such other securities) be issued in the name of:

- --------------------------------------------------------------
               (PLEASE PRINT NAME AND ADDRESS)

- --------------------------------------------------------------

If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number:
                               -------------------------------

- --------------------------------------------------------------
               (PLEASE PRINT NAME AND ADDRESS)

- --------------------------------------------------------------

Dated:
       ----------------, ---
                                             -----------------------------------
                                                         Signature
                                              (SIGNATURE MUST CONFORM TO HOLDER
                                               SPECIFIED ON RIGHT CERTIFICATE)

Signature Guaranteed:

          Signatures must be guaranteed by a bank, trust company, broker, dealer
or other eligible institution participating in a recognized signature guarantee
medallion program.

          The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by, were not acquired by the
undersigned from, and are not being sold, assigned or transferred to, an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement).

                                             -----------------------------------

                                        5
<Page>

                                                         Signature

             [Form of Reverse Side of Right Certificate -- CONTINUED]

- --------------------------------------------------------------------------------

                                     NOTICE

          The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.

          In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, such Assignment or Election to Purchase will not be honored.

                       -----------------------------------

                                        6
<Page>
                                                                       EXHIBIT C

                       WEIGHT WATCHERS INTERNATIONAL, Inc.

                    SUMMARY OF TERMS OF PROPOSED RIGHTS PLAN

Form of Security:                   Right (a "Right") to purchase one
                                    one-hundredth (1/100) of a share of the
                                    Series B Junior Participating Preferred
                                    Stock ("Series B Preferred Stock") of Weight
                                    Watchers International, Inc. (the
                                    "Company"). One one-hundredth of a share of
                                    Series B Preferred Stock is intended to be
                                    the economic equivalent of one share of the
                                    Company's Common Stock.

Means of Distribution:              The Rights will be distributed to holders of
                                    the Company's outstanding common shares as a
                                    dividend of one Right for each share of
                                    Common Stock. Until the Distribution Date
                                    (as defined below), the Rights will also be
                                    attached to all future issuances of Common
                                    Stock. After the Distribution Date, separate
                                    Rights certificates ("Rights Certificates")
                                    will be issued to all holders of the Rights
                                    and will trade separately from the Common
                                    Stock.

Exercisability:                     Rights become exercisable on the date (the
                                    "Distribution Date") that is the earlier of:
                                    (i) the 10th day following the public
                                    announcement that a person or group (an
                                    "Acquiring Person") has acquired beneficial
                                    ownership of a number of shares of Common
                                    Stock equal to 10% or more of the Company's
                                    outstanding Common Stock or (ii) the 10th
                                    business day following the commencement or
                                    announcement of an intention to make a
                                    tender offer or exchange offer by any person
                                    which would result in such person owning
                                    such number of shares of Common Stock;
                                    PROVIDED, that Artal Luxembourg S.A. and its
                                    transferees of at least 10% of the Company's
                                    then outstanding Common Stock are exempted
                                    from this provision.

                                        1
<Page>

Inadvertent Purchases:              If a person triggers the Rights but the
                                    Company's Board of Directors determines that
                                    Acquiring Person status came about
                                    inadvertently and the person does not
                                    acquire additional shares, the person is
                                    deemed not to have become an Acquiring
                                    Person.

Exercise Price:                     $102, subject to adjustment as set forth in
                                    the rights Agreement (the "Exercise Price")

Term:                               The Rights will expire November 19, 2011,
                                    unless earlier redeemed or exchanged by the
                                    Company as described below.

Redemptionof Rights:                Rights are redeemable at a price of $.01 per
                                    Right, by the vote of the Company's Board of
                                    Directors, at any time prior to the time a
                                    person becomes an Acquiring Person.

Flip-In Rights:                     In the event that any person becomes an
                                    Acquiring Person, each holder of a Right
                                    (other than Rights held by the Acquiring
                                    Person, which will thereupon become void)
                                    will thereafter have the right to receive
                                    upon exercise of the Right at the then
                                    current Exercise Price that number of shares
                                    of Common Stock having a market value on the
                                    date the flip-in right becomes exercisable
                                    of two times the exercise price of the
                                    Right.

Rights in Event of Business         After a person becomes an Acquiring Person,
Combination or Asset Sale (Flip-    the Company is acquired in a merger,
Over Rights):                       statutory share exchange or other business
                                    combination or at least 50% of its assets or
                                    earning power is sold, proper provision must
                                    be made in the business combination
                                    transaction so that each holder of a Right
                                    will thereafter have the right to receive,
                                    upon exercise of the Right at the then
                                    current Exercise Price, that number of
                                    shares of common stock of the acquiring or
                                    surviving entity having a market value of
                                    two times the exercise price of the Right.

                                        2
<Page>

Exchange Rights:                    At any time after a person becomes an
                                    Acquiring Person and prior to the
                                    acquisition by such person of at least 50%
                                    of the number of outstanding shares of
                                    Common Stock, the Board may exchange the
                                    Rights (other than the Rights held by the
                                    Acquiring Person, which will become void) at
                                    an exchange ratio of one share of Common
                                    Stock, or a fractional share of Series B
                                    Preferred Stock (or of a share of a class or
                                    series of the Company's preferred stock
                                    having similar rights, preferences and
                                    privileges) of equivalent value, per Right.

Voting Power of Rights:             The Rights themselves do not entitle the
                                    holder thereof to any voting rights.

Amendment:                          For so long as the Rights are redeemable,
                                    the Company may, except with respect to the
                                    redemption price, amend the Rights in any
                                    manner. After the Rights are no longer
                                    redeemable, the Company may, except with
                                    respect to the redemption price, amend the
                                    Rights in any manner that does not adversely
                                    affect the interests of holders of the
                                    Rights.

Preferred Stock Dividends:          Quarterly dividends on the Series B
                                    Preferred Stock will be payable in an amount
                                    per share equal to the greater of (i) $0.01
                                    or (ii) 100 times the aggregate per share
                                    amount of all cash dividends and 100 times
                                    the aggregate per share amount of all
                                    non-cash dividends declared on the Common
                                    Stock.

Voting Rights of Preferred Stock:   Holders of the Series B Preferred Stock will
                                    vote with the holders of the Common Stock as
                                    a single class and are entitled to 100 votes
                                    per share. The Company may not effect any
                                    amendment to the terms of the Series B
                                    Preferred Stock which would adversely affect
                                    the rights, powers and preferences thereof
                                    without the prior approval of the holders of
                                    two-thirds of the then-outstanding Series B
                                    Preferred Stock.

Redemption of Preferred Stock:      The Series B Preferred Stock is not
                                    redeemable.

Sinking Fund:                       No sinking fund will be established with
                                    respect to the Series B Preferred Stock.

                                        3
<Page>

Liquidation Rights:                 In the event of liquidation, the holders of
                                    Series B Preferred Stock will be entitled to
                                    a minimum liquidation payment of $1.00 but
                                    will be entitled to an aggregate liquidation
                                    payment of 100 times the payment made per
                                    share of Common Stock, if greater.

Ranking:                            The Series B Preferred Stock will be junior
                                    to all other preferred stock of the Company
                                    as to dividends and upon liquidation, but
                                    will rank senior to the Common Stock as to
                                    dividends and upon liquidation.

                                        4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>a2081041zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<Page>
                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

    We hereby consent to the use in this Registration Statement on Form S-3 of
our report dated February 19, 2002, except as to the last paragraph of Note 19,
which is as of March 1, 2002, relating to the financial statements and financial
statement schedule of Weight Watchers International, Inc., which appear in such
Registration Statement. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.

PricewaterhouseCoopers LLP
New York, New York
May 31, 2002

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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