THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED ON FEBRUARY 14, 1997
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Nu Skin Asia Pacific, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
67018T-10-5
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [__]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
1 NAME OF REPORTING PERSON(S)
Blake M. Roney
Nancy L. Roney
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF
SHARES Blake M. Roney: 176,165
BENEFICIALLY Nancy L. Roney: -0-
OWNED BY
6 SHARED VOTING POWER
EACH
REPORTING Blake M. Roney: 20,452,884**SEE ITEM 4
PERSON WITH Nancy L. Roney: 20,452,884**SEE ITEM 4
7 SOLE DISPOSITIVE POWER
Blake M. Roney: 176,175
Nancy L. Roney: -0-
8 SHARED DISPOSITIVE POWER
Blake M. Roney: 20,452,884**SEE ITEM 4
Nancy L. Roney: 20,452,884**SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Blake M. Roney: 20,629,049**SEE ITEM 4
Nancy L. Roney: 20,452,884**SEE ITEM 4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [__]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Blake M. Roney: 60.6%**SEE ITEM 4
Nancy L. Roney: 60.4%**SEE ITEM 4
12 TYPE OF REPORTING PERSON(S)
Blake M. Roney : IN
Nancy L. Roney : IN
SCHEDULE 13G
CUSIP No. 67018T-10-5
Item 1(a). Name of Issuer:
The name of the issuer is Nu Skin Asia Pacific,
Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive
Offices:
The address of the Issuer's principal executive
office is 75 West Center Street, Provo, Utah
84601.
Item 2(a). Name of Person Filing:
This report is being filed by Blake M. Roney
and Nancy L. Roney (referred to individually by
name and referred to collectively as the
"Reporting Persons").
Item 2(b). Address of Principal Business Office or, if
none, Residence:
The address of the Reporting Persons is 75 West
Center Street, Provo, Utah 84601.
Item 2(c). Citizenship:
The Reporting Persons are both citizens of the
United States of America.
Item 2(d). Title of Class of Securities:
This report covers the Issuer's Class A Common
Stock, par value $.001 per share (the "Class A
Common Stock").
Item 2(e). CUSIP Number:
The CUSIP number of the Class A Common Stock is
67018T-10-5.
Item 3. Not applicable.
Item 4. Ownership.
Blake M. Roney:
(a) Blake M. Roney beneficially owns or is deemed
to beneficially own 20,629,049 shares of Common
Stock as follows: -0- shares of the Class A
Common Stock, and 20,629,049 shares of the
Issuer's Class B Common Stock, par value $.001
per share (the "Class B Common Stock"). Blake
M. Roney disclaims beneficial ownership of the
following: 20,452,884 shares of Class B Common
Stock held indirectly as general partner of
BNASIA, Ltd.; 88,082 shares of Class B Common
Stock held indirectly as sole trustee of The B
& D Roney Trust; and 88,082 shares of Class B
Common Stock held indirectly as sole trustee of
The S & K Trust.
(b) Each share of Class B Common Stock is
convertible at any time at the option of the
holder into one share of Class A Common Stock
and each share of Class B Common Stock is
automatically converted into one share of Class
A Common Stock upon the transfer of such share
of Class B Common Stock to any person who is
not a Permitted Transferee as defined in the
Stockholders Agreement effective as of November
20, 1996 entered into by and among the Existing
Stockholders (as defined therein) and the
Issuer. Assuming conversion of all shares of
Class B Common Stock beneficially owned or
deemed to be beneficially owned by him, Blake
M. Roney would beneficially own or be deemed to
beneficially own 20,629,049 shares of Class A
Common Stock, which would constitute 60.6% of
the number of shares of then outstanding Class
A Common Stock.
Each share of Class A Common Stock entitles the
holder to one vote on each matter submitted to
a vote of the Issuer's stockholders and each
share of Class B Common Stock entitles the
holder to ten votes on each such matter,
including the election of directors. Assuming
conversion of 20,629,049 shares of Class B
Common Stock beneficially owned or deemed to be
beneficially owned by Blake M. Roney, he would
beneficially own or be deemed to beneficially
own 20,629,049 shares of Class A Common Stock
which would constitute 3.8% of the aggregate
voting power of the Issuer.
Assuming no conversion of outstanding shares of
Class B Common Stock beneficially owned or
deemed to be owned by Blake M. Roney, he would
beneficially own or be deemed to beneficially
own 20,629,049 shares of Class B Common Stock
which would constitute 28.2% of the aggregate
voting power of the Issuer.
(c) (i) Assuming conversion of all outstanding
176,165 shares of Class B Common Stock
beneficially owned or deemed to be beneficially
owned by Blake M. Roney, with respect to which
he has sole voting power, Blake M. Roney would
have sole voting power over 176,165 shares of
Class A Common Stock as follows: 88,082 shares
of Class A Common Stock held indirectly as sole
trustee of The B & D Roney Trust, and 88,082
shares of Class A Common Stock held indirectly
as sole trustee of The S & K Trust.
(ii) Assuming conversion of all outstanding
20,452,884 shares of Class B Common Stock
beneficially owned or deemed to beneficially
owned by Blake M. Roney, with respect to which
he shares voting power, Blake M. Roney would
share voting power over 20,452,884 shares of
Class A Common Stock as general partner of
BNASIA, Ltd.
(iii) Assuming conversion of all outstanding
176,165 shares of Class B Common Stock
beneficially owned or deemed to be beneficially
owned by Blake M. Roney, with respect to which
he has sole dispositive power, Blake M. Roney
would have sole dispositive power over 176,165
shares of Class A Common Stock as follows:
88,082 shares of Class A Common Stock held
indirectly as sole trustee of The B & D Roney
Trust; and 88,082 shares of Class A Common
Stock held indirectly as sole trustee of The S
& K Trust.
(iv) Assuming conversion of all outstanding
20,452,884 shares of Class B Common Stock
beneficially owned or deemed to be beneficially
owned by Blake M. Roney, with respect to which
he shares dispositive power, Blake M. Roney
would share dispositive power over 20,452,884
shares of Class B Common Stock as general
partner of BNASIA, Ltd.
Nancy L. Roney:
(a) Nancy L. Roney beneficially owns or is deemed
to beneficially own 20,452,884 shares of Common
Stock as follows: -0- shares of Class A Common
Stock and 20,452,884 shares of Class B Common
Stock.
(b) Assuming conversion of 20,452,884 shares of
Class B Common Stock beneficially owned or
deemed to be beneficially owned by Nancy L.
Roney, she would beneficially own or be deemed
to beneficially own 20,452,884 shares of Class
A Common Stock which would constitute 60.4% of
the number of shares of outstanding Class A
Common Stock.
Assuming no conversion of 20,452,884 shares if
Class B Common Stock beneficially owned or
deemed to be beneficially owned by Nancy L.
Roney, she would beneficially own or be deemed
to beneficially own 20,452,884 shares of Class
B Common which would constitute 3.7% of the
aggregate voting power of the Issuer.
(c) (i) Not applicable
(ii) Assuming conversion of 20,452,884 shares
of Class B Common Stock beneficially owned or
deemed to beneficially owned by Nancy L. Roney,
with respect to which she shares voting power,
Nancy L. Roney would share voting power over
20,452,884 shares of Class A Common Stock as
general partner of BNASIA, Ltd.
(iii) Not applicable.
(iv) Assuming conversion of all outstanding
20,452,884 shares of Class B Common Stock
beneficially owned or deemed to be beneficially
owned by Nancy L. Roney, with respect to which
she shares dispositive power, Nancy L. Roney
would share dispositive power over 20,452,884
shares of Class A Common Stock as general
partner of BNASIA, Ltd.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
The Reporting Persons are the general partners
of BNASIA, Ltd. and have the right to receive
or the power to direct the receipt of dividends
from, or the proceeds from the sale of the
20,452,884 shares of Class B Common Stock held
indirectly as general partners of BNASIA, Ltd.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of
the Group.
The Reporting Persons are parties to a
Stockholders Agreement (the "Stockholders
Agreement"), effective as of November 20, 1996,
among the parties listed on Exhibit A attached
hereto. The Stockholders who are parties to
the Stockholders Agreement have agreed to
certain limitations on the transfer of Class B
Common Stock. Additionally, each stockholder
who is a party to the Stockholders Agreement
has agreed to grant to the other parties a
right of first offer to purchase shares of
Class B Common Stock in the event the
stockholder intends to sell to a person (or
group of persons) who are not a party to the
Stockholders Agreement, except in certain
circumstances such as Transfers (as defined
therein) permitted under the Stockholders
Agreement, Transfers with the U.S. Securities
and Exchange Commission or similar regulatory
agency of a foreign jurisdiction or a Transfer
in accordance with Rule 144 of the 1934
Securities Exchange Act or a sale in a widely
distributed underwritten public offering
pursuant to a registration statement filed.
The Reporting Persons disclaim beneficial
ownership of all shares of Class B Common Stock
held by other parties to the Stockholders
Agreement, except as otherwise reported in Item
4 of this Schedule 13G.
The Reporting Persons are parties to a limited
partnership agreement, dated September 5, 1996
among the parties listed on Exhibit B hereto
(the "Limited Partnership Agreement"), pursuant
to which the parties have formed BNASIA, Ltd.
As a limited partnership, BNASIA, Ltd. holds
20,452,884 shares of Class B Common Stock.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
/s/ Blake M. Roney
By: Blake M. Roney
Dated: February 11, 1997
/s/ Nancy L. Roney
By: Nancy L. Roney
Dated: February 11, 1997
EXHIBIT A
List of Parties to the Stockholders Agreement
Nu Skin Asia Pacific, Inc.
Blake M. Roney, (a) individually, (b) as General Partner for
BNASIA, Ltd., (c) as Trustee for The Blake M. and Nancy L.
Roney Foundation, (d) as Trustee for The S and K Lund Trust,
and (e) as Trustee for The B and D Roney Trust.
Nancy L. Roney, (a) as General Partner for BNASIA, Ltd. and
(b) as Trustee for The Blake M. and Nancy L. Roney Foundation.
BNASIA, Ltd.
The ALL R's Trust
The B & N Roney Trust
The WFA Trust
The Blake M. and Nancy L. Roney Foundation
B & N Rhino Company, L.C.
Nedra D. Roney, (a) individually and (b) as Trustee for The
Nedra Roney Foundation.
The MAR Trust
The NR Trust
The Nedra Roney Foundation
The Nedra Roney Fixed Charitable Trust
NR Rhino Company, L.C.
Rick Roney, (a) individually, and (b) as Trustee for The K and
M Roney Trust.
Burke Roney
Park Roney
Sandra N. Tillotson, (a) individually, (b) as Trustee for The
Sandra N. Tillotson Fixed Charitable Trust, (c) as Manager of
CST Rhino Company, L.C., and (d) as Trustee of The CST Trust.
The SNT Trust
The DVNM Trust
The CWN Trust
The DPN Trust
The GNT Trust
The LMB Trust
The Sandra N. Tillotson Fixed Charitable Trust
SNT Rhino Company, L.C.
Steven J. Lund, (a) individually, (b) as General Partner for
SKASIA, Ltd., (c) as Trustee for The Steven J. and Kalleen
Lund Foundation and (d) as Trustee for The Steven and Kalleen
Lund Fixed Charitable Trust, (e) as Trustee for The ALL R's
Trust, (f) as Trustee for the B & N Roney Trust, (g) as
Trustee for The WFA Trust, (h) as Trustee for The C and K
Trust, and (i) as President of Nu Skin Asia Pacific, Inc.
Kalleen Lund, (a) as General Partner of SKASIA, Ltd., (b) as
Trustee for The Steven J. and Kalleen Lund Foundation, and
(c) as Trustee for The Steven and Kalleen Lund Fixed
Charitable Trust.
SKASIA, Ltd.
The S and K Lund Trust
The Steven J. and Kalleen Lund Foundation
The Steven and Kalleen Lund Fixed Charitable Trust
S & K Rhino Company, L.C.
Brooke B. Roney, (a) individually, (b) as General Partner of
BDASIA, Ltd., and (c) as Trustee for The Brooke Brennan and
Denise Renee Roney Foundation.
Denise R. Roney, (a) as General Partner of BDASIA, Ltd., and
(b) as Trustee for The Brooke Brennan and Denise Renee Roney
Foundation.
BDASIA, Ltd.
The B and D Roney Trust
The Brook Brennan and Denise Renee Roney Foundation
Kirk V. Roney, (a) individually, (b) as General Partner of
KMASIA, Ltd., and (c) as Trustee for The Kirk and Melanie
Roney Fixed Charitable Trust.
Melanie K. Roney, (a) as General Partner of KMASIA, Ltd., and
(b) as Trustee for The Kirk and Melanie Roney Fixed Charitable
Trust.
KMASIA, Ltd.
The K and M. Roney Trust
The Kirk and Melanie Roney Fixed Charitable Trust
K & M Rhino Company, L.C.
Keith R. Halls, (a) individually, (b) as Trustee for The MAR
Trust, (c) as Trustee for The NR Trust, (d) as Trustee for The
Nedra Roney Fixed Charitable Trust, (e) as General Partner for
KAASIA, Ltd., (f) as Trustee for The Keith and Anna Lisa Halls
Fixed Charitable Trust, (g) as Trustee for The Keith Ray and
Anna Lisa Massaro Halls Foundation, and (h) as Manager of CKB
Rhino Company, L.C.
Anna Lisa Massaro Halls, (a) as General Partner for KAASIA,
Ltd., (b) as Trustee for The Keith and Anna Lisa Halls Fixed
Charitable Trust, and (c) as Trustee for The Keith Ray and
Anna Lisa Massaro Halls Foundation.
KAASIA, Ltd.
The K and A Halls Trust
The Halls Family Trust
The Keith and Anna Lisa Halls Fixed Charitable Trust
The Keith Ray and Anna Lisa Massaro Halls Foundation
K & A Rhino Company, L.C.
Craig S. Tillotson, (a) individually, (b) as Trustee for The
Craig S. Tillotson Fixed Charitable Trust, (c) as Manager of
SNT Rhino Company, L.C., (d) as Trustee for The DPN Trust, and
(e) as Trustee for The GNT Trust.
The CST Trust
The JS Trust
The JT Trust
The CB Trust
The CM Trust
The BCT Trust
The ST Trust
The NJR Trust
The RLS Trust
The RBZ Trust
The LB Trust
The Craig S. Tillotson Fixed Charitable Trust
CST Rhino Company, L.C.
R. Craig Bryson, (a) individually, (b) as General Partner for
RCKASIA, Ltd., (c) as Trustee for The Bryson Foundation and
(d) as Trustee for The Bryson Fixed Charitable Trust.
Kathleen D. Bryson, (a) as General Partner for RCKASIA, Ltd.,
(b) as Trustee for The Bryson Foundation and (c) as Trustee
for The Bryson Fixed Charitable Trust.
RCKASIA, Ltd.
The C and K Trust
The Bryson Foundation
The Bryson Fixed Charitable Trust
CKB Rhino Company, L.C.
Michael L. Halls, (a) as Trustee for The K and A Halls Trust,
and (b) as Trustee for The Halls Family Trust.
Craig F. McCullough, (a) as Manager of B & N Rhino Company,
L.C., (b) as Manager of NR Rhino Company, L.C., (c) as Manger
of S & K Rhino Company, L.C., (d) as Manager of K & M Rhino
Company, L.C., and (e) as Manager of K & A Rhino Company, L.C.
Robert L. Stayner as Independent Trustee of The Bryson Fixed
Charitable Trust.
Evan A. Schmutz, (a) as Trustee for The Nedra Roney
Foundation, and (b) as Independent Trustee for The Nedra Roney
Fixed Charitable Trust.
Lee Brower, (a) as Trustee for The SNT Trust, (b) as Trustee
for The DVNM Trust, (c) as Trustee for The CWN Trust, (d) as
Trustee for The DPN Trust, (e) as Trustee for The GNT Trust,
(f) as Trustee for The JS Trust, (g) as Trustee for The JT
Trust, (h) as Trustee for The CB Trust, (i) as Trustee for the
CM Trust, (j) as Trustee for The BCT Trust, (k) as Trustee for
The ST Trust, (l) as Trustee for The NJR Trust, (m) as Trustee
for The RLS Trust, (o) as Trustee for The RBZ Trust, and
(p) as Trustee for The Craig. S. Tillotson Fixed Charitable
Trust.
Gregory N. Barrick, (a) as Trustee for The LMB Trust, and
(b) as Trustee for The LB Trust.
L.S. McCullough, (a) as Independent Trustee of The Sandra N.
Tillotson Fixed Charitable Trust, (b) as Independent Trustee
for The Steven and Kalleen Lund Fixed Charitable Trust, (c) as
Independent Trustee for The Kirk and Melanie Roney Fixed
Charitable trust, and (d) as Independent Trustee of The Keith
and Anna Lisa Halls Fixed Charitable Trust.
EXHIBIT B
List of Parties to the Limited Partnership Agreement
Blake M. Roney
Nancy L. Roney
