SCHEDULE 13G (AMENDMENT NO. 1)
CUSIP No. 67018T-10-5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Nu Skin Asia Pacific, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
67018T-10-5
(CUSIP Number)
*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).
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SCHEDULE 13G (AMENDMENT NO. 1)
CUSIP No. 67018T-10-5
1 NAME OF REPORTING PERSON
Sandra N. Tillotson
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 8,509,510**SEE ITEM 4
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 45,000**SEE ITEM 4
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
8,509,510**SEE ITEM 4
8 SHARED DISPOSITIVE POWER
45,000**SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,554,510**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)
39.0%**SEE ITEM 4
12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G (AMENDMENT NO. 1)
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 Sandra N. Tillotson (the "Reporting
Person").
Item 2(b). Address of Principal Business Office or, if none, Residence:
The address of the principal business office of the Reporting Person
is 75 West Center Street, Provo, Utah 84601.
Item 2(c). Citizenship:
The reporting person is a citizen of the United States of America.
Item 2(d). Title of Class of Securities:
The 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.
(a) The Reporting Person beneficially owns or is deemed to beneficially
own 8,554,510 shares of Common Stock as follows: -0- shares of Class
A Common Stock and 8,554,510 shares of the Issuer's Class B Common
Stock, par value $.001 per share (the "Class B Common Stock"). The
Reporting Person disclaims beneficial ownership of the following:
250,000 shares of Class B Common Stock held indirectly as the sole
trustee of The Sandra N. Tillotson Fixed Charitable Trust; 500,000
shares of Class B Common Stock held indirectly as the manager of CST
Rhino Company, L.C.; 174,767 shares of Class B Common Stock held
indirectly as the sole trustee of The CST Trust;
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SCHEDULE 13G (AMENDMENT NO. 1)
CUSIP No. 67018T-10-5
and 45,000 shares of Class B Common Stock held indirectly as a
co-trustee of The Sandra N. Tillotson Foundation.
(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 Amended and Restated Certificate of
Incorporation of the Issuer. Assuming conversion of all shares of
Class B Common Stock beneficially owned by the Reporting Person,
the Reporting Person would beneficially own 8,554,510 shares of
Class A Common Stock, which would constitute 39.0% of the number
of shares of Class A Common Stock outstanding. This percentage
assumes the exercise of the 1,605,000 vested options held by
distributors of an affiliate of the Issuer. If such option shares
were not included in the calculation of the of the percentage,
the percentage would be 42.2%. This percentage does not give
effect to the exercise of any other outstanding options of the
Issuer.
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 8,554,510 shares of Class B Common Stock beneficially
owned or deemed to be beneficially owned by the Reporting Person, she
would beneficially own or be deemed to beneficially own 8,554,510
shares of Class A Common Stock which would constitute 39.0% of the
aggregate voting power of the Issuer. This percentage assumes the
exercise of the 1,605,000 vested options held by distributors of
an affiliate of the Issuer. If such option shares were not
included in the calculation of the of the percentage, the
percentage would be 42.2%. This percentage does not give effect
to the exercise of any other outstanding options of the Issuer.
Assuming the exercise of vested options to acquire 1,605,000
shares of Class A Common Stock and assuming the vesting of
141,959 shares of Class A Common Stock pursuant to outstanding
stock bonus awards made by the Issuer and assuming the exercise
of options held by certain executive officers and directors of
the Issuer to acquire 446,825 shares of Class A Common Stock and
assuming no conversion of any of the outstanding shares of Class
B Common Stock, she would beneficially own or be deemed to
beneficially own 8,554,510 shares of Class B Common Stock which
would constitute 39.0% of the aggregate voting power of the
Issuer.
(c) (i) Assuming conversion of all outstanding 8,509,510 shares of
Class B Common Stock beneficially owned or deemed to be
beneficially owned by the Reporting Person, with respect to which
she has sole voting power, the Reporting Person would have sole
voting power over 8,509,510 shares of Class A Common Stock as
follows: 7,584,743 shares of Class A Common Stock directly;
250,000 shares of Class A Common Stock as the sole trustee of the
Sandra N. Tillotson Fixed Charitable Trust; 174,767 shares of
Class A Common Stock indirectly as the sole trustee of the CST
Trust; and 500,000 shares of Class B Common Stock as the manager
of CST Rhino Company, L.C., a limited liability company.
(ii)Assuming conversion of all outstanding 45,000 shares of Class B
Common Stock beneficially owned or deemed to be beneficially owned by
the Reporting Person, with respect to which she shares voting power,
the Reporting Person would share voting power over 45,000 shares of
Class A Common Stock as follows: 45,000 shares as a co-trustee of The
Sandra N. Tillotson Foundation.
(iiiAssuming conversion of all outstanding 8,509,510 shares of Class
B Common Stock beneficially owned or deemed to be beneficially owned
by the Reporting Person, with respect to which she has sole
dispositive power, the Reporting Person would have sole dispositive
power over 8,509,510 shares of Class A Common Stock as follows:
7,584,743 shares of Class A Common Stock directly; 250,000 shares of
Class A Common Stock as the sole trustee of the Sandra N. Tillotson
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SCHEDULE 13G (AMENDMENT NO. 1)
CUSIP No. 67018T-10-5
Fixed Charitable Trust; the 174,767 shares of Class A Common Stock
indirectly held as the sole trustee of the CST Trust; 500,000 shares
of Class A Common Stock as the manager of CST Rhino Company, L.C., a
limited liability company.
(iv)Assuming conversion of all outstanding 45,000 shares of Class B
Common Stock beneficially owned or deemed to be beneficially owned by
the Reporting Person, with respect to which she shares dispositive
power, the Reporting Person would share dispositive power over 45,000
shares of Class A Common Stock as follows: 45,000 shares as a
co-trustee of The Sandra N. Tillotson Foundation.
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.
Not applicable.
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 Person is a party to an Amended and Restated
Stockholders Agreement (the "Amended and Restated Stockholders
Agreement"), effective as of November 28, 1997, among the parties
listed on Exhibit A attached hereto. The Stockholders who are parties
to the Amended and Restated Stockholders Agreement have agreed to
certain limitations on the transfer of Class B Common Stock.
Additionally, each stockholder who is a party to the Amended and
Restated Stockholders Agreement has agreed to grant to the other
parties a right of first offer to purchase shares of Class B Common
Stock of the stockholder in the event the stockholder intends to sell
to a person (or group of persons) who are not a party to the Amended
and Restated Stockholders Agreement, except in certain circumstances
such as Transfers (as defined therein) permitted under the Amended
and Restated Stockholders Agreement, Transfers with the U.S.
Securities and Exchange Commission or similar regulatory agency of a
foreign jurisdiction Transfers in accordance with Rule 144 of the
1934 Securities Exchange Act Transfers by sale in a widely
distributed underwritten public offering made pursuant to a
registration statement filed with the Securities and Exchange
Commission.
The Reporting Person disclaims beneficial ownership of all shares of
Class B Common Stock held by other parties to the Amended and
Restated Stockholders Agreement, except as otherwise reported in Item
4 of this Schedule 13G.
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SCHEDULE 13G (AMENDMENT NO. 1)
CUSIP No. 67018T-10-5
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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SCHEDULE 13G (AMENDMENT NO. 1)
CUSIP No. 67018T-10-5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ Sandra N. Tillotson
Date: February 17, 1998
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SCHEDULE 13G (AMENDMENT NO. 1)
CUSIP No. 67018T-10-5
EXHIBIT A
List of Parties to the Amended and Restated Stockholders Agreement
Nu Skin Asia Pacific, Inc.
Blake M. Roney, (a) individually, (b) as a general partner for BNASIA, Ltd., (c)
as a co-trustee for The Blake M. and Nancy L. Roney Foundation, (d) as the sole
trustee for The S and K Lund Trust, and (e) as the sole trustee for The B and D
Roney Trust.
Nancy L. Roney, (a) as a general partner for BNASIA, Ltd. and (b) as a
co-trustee for The Blake M. and Nancy L. Roney Foundation. BNASIA, Ltd.
The All R's Trust.
The B and 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 co-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 A. Roney, (a) individually, (b) as the sole trustee for The K and M Roney
Trust, (c) as a co-trustee for The Rick and Kimberly Roney Fixed Charitable
Remainder Unitrust.
Kimberly Roney, as a co-trustee for The Rick and Kimberly Roney Fixed Charitable
Remainder Unitrust..
The Rick and Kimberly Roney Variable Charitable Remainder Unitrust.
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SCHEDULE 13G (AMENDMENT NO. 1)
CUSIP No. 67018T-10-5
The Rick and Kimberly Roney Fixed Charitable Remainder Unitrust.
Burke F. Roney, individually.
Park R. Roney, individually.
Sandra N. Tillotson, (a) individually, (b) as the sole trustee for The Sandra N.
Tillotson Fixed Charitable Trust, (c) as the manager of CST Rhino Company, L.C.,
(d) as the sole trustee of The CST Trust, and (e) as a co-trustee for The Sandra
N. Tillotson Foundation.
The SNT Trust.
The DVNM Trust.
The CWN Trust.
The DPN Trust.
The GNT Trust.
The LMB Trust.
The Sandra N. Tillotson Foundation.
The Sandra N. Tillotson Fixed Charitable Trust.
SNT Rhino Company, L.C.
Steven J. Lund, (a) individually, (b) as a general partner for SKASIA, Ltd., (c)
as a co-trustee for The Steven J. and Kalleen Lund Foundation and (d) as a
co-trustee for The Steven and Kalleen Lund Fixed Charitable Trust, (e) as the
sole trustee for The All R's Trust, (f) as the sole trustee for the B and N
Roney Trust, (g) as the sole trustee for The WFA Trust, (h) as the sole trustee
for The C and K Trust, and (i) as co-trustee for the Steven J.
and Kalleen Lund Foundation.
Kalleen Lund, (a) as a general partner of SKASIA, Ltd., (b) as a co-trustee for
The Steven J. and Kalleen Lund Foundation, and (c) as a co-trustee for The
Steven and Kalleen Lund Fixed Charitable Trust, and (i) as a co- trustee for the
Steven J. and Kalleen Lund Foundation.
SKASIA, Ltd.
The S and K Lund Trust.
The Steven J. and Kalleen Lund Foundation.
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SCHEDULE 13G (AMENDMENT NO. 1)
CUSIP No. 67018T-10-5
The Steven and Kalleen Lund Fixed Charitable Trust.
S & K Rhino Company, L.C.
Brooke B. Roney, (a) individually, (b) as a general partner of BDASIA, Ltd., and
(c) as a co-trustee for The Brooke Brennan and Denice Renee Roney Foundation.
Denice R. Roney, (a) as a general partner of BDASIA, Ltd., and (b) as a
co-trustee for The Brooke Brennan and Denice Renee Roney Foundation.
BDASIA, Ltd.
The B and D Roney Trust.
The Brooke Brennan and Denice Renee Roney Foundation.
Kirk V. Roney, (a) individually, (b) as a general partner of KMASIA, Ltd., (c)
as co-trustee for The Kirk and Melanie Roney Fixed Charitable Trust, and (d) as
a co-trustee of The Kirk V. and Melanie K. Roney Foundation.
Melanie K. Roney, (a) as a general partner of KMASIA, Ltd., (b) as a co-trustee
for The Kirk and Melanie Roney Fixed Charitable Trust, and (c) as a co-trustee
of The Kirk V. and Melanie K. Roney Foundation.
The Kirk V. and Melanie K. Roney Foundation.
KMASIA, Ltd.
The K and M. Roney Trust.
The Kirk V. and Melanie K. Roney Fixed Charitable Trust.
K & M Rhino Company, L.C.
Keith R. Halls, (a) individually, (b) as the sole trustee for The MAR Trust, (c)
as the sole trustee for The NR Trust, (d) as the sole trustee for The Nedra
Roney Fixed Charitable Trust, (e) as a general partner for KAASIA, Ltd., (f) as
a co-trustee for The Keith and Anna Lisa Halls Fixed Charitable Trust, (g) as a
co-trustee for The Keith Ray and Anna Lisa Massaro Halls Foundation, and (h) as
the manager of CKB Rhino Company, L.C.
Anna Lisa Massaro Halls, (a) as a general partner for KAASIA, Ltd., (b) as a
co-trustee for The Keith and Anna Lisa Halls Fixed Charitable Trust, and (c) as
a co-trustee for The Keith Ray and Anna Lisa Massaro Halls Foundation.
KAASIA, Ltd.
The K and A Halls Trust.
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SCHEDULE 13G (AMENDMENT NO. 1)
CUSIP No. 67018T-10-5
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 a co-trustee for The Craig S.
Tillotson Fixed Charitable Trust, (c) as the manager of SNT Rhino Company, L.C.,
(d) as a co-trustee for The DPN Trust, (e) as a co-trustee for The GNT Trust,
and (f) as a co-trustee of The Craig S. Tillotson Foundation.
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 a general partner for RCKASIA, Ltd.,
(c) as a co-trustee for The Bryson Foundation, and (d) as a co-trustee for The
Bryson Fixed Charitable Trust.
Kathleen D. Bryson, (a) as a general partner for RCKASIA, Ltd., (b) as a
co-trustee for The Bryson Foundation, and (c) as a co-trustee for The Bryson
Fixed Charitable Trust.
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SCHEDULE 13G (AMENDMENT NO. 1)
CUSIP No. 67018T-10-5
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 the sole trustee for The K and A Halls Trust, and (b)
as the sole trustee for The Halls Family Trust.
Craig F. McCullough, (a) as the manager of B & N Rhino Company, L.C., (b) as the
manager of NR Rhino Company, L.C., (c) as the manager of S & K Rhino Company,
L.C., (d) as the manager of K & M Rhino Company, L.C., and (e) as the manager of
K & A Rhino Company, L.C.
Robert L. Stayner as an independent trustee of The Bryson Fixed Charitable
Trust.
Evan A. Schmutz, (a) as a co-trustee for The Nedra Roney Foundation, and (b) as
an independent trustee for The Nedra Roney Fixed Charitable Trust.
Lee Brower, (a) as the sole trustee for The SNT Trust, (b) as the sole trustee
for The DVNM Trust, (c) as the sole trustee for The CWN Trust, (d) as a
co-trustee for The DPN Trust, (e) as a co-trustee for The GNT Trust, (f) as the
sole trustee for The JS Trust, (g) as the sole trustee for The JT Trust, (h) as
the sole trustee for The CB Trust, (i) as the sole trustee for the CM Trust, (j)
as the sole trustee for The BCT Trust, (k) as the sole trustee for The ST Trust,
(l) as the sole trustee for The NJR Trust, (m) as the sole trustee for The RLS
Trust, (o) as the sole trustee for The RBZ Trust, (p) as an independent trustee
for The Craig. S. Tillotson Fixed Charitable Trust, (q) as a co-trustee for The
Sandra N. Tillotson Foundation, and (r) as a co-trustee for The Craig S.
Tillotson Foundation.
Gregory N. Barrick, (a) as the sole trustee for The LMB Trust, and (b) as the
sole trustee for The LB Trust.
L.S. McCullough, (a) as an independent trustee of The Sandra N. Tillotson Fixed
Charitable Trust, (b) as an independent trustee for The Steven and Kalleen Lund
Fixed Charitable Trust, (c) as an independent trustee for The Kirk and Melanie
Roney Fixed Charitable Trust, and (d) as an independent trustee of The Keith and
Anna Lisa Halls Fixed Charitable Trust.
James Blaylock as the sole trustee for the Rick and Kimberly Roney Variable
Charitable Remainder Unitrust.
M. Truman Hunt, as Vice President of Legal Affairs for Nu Skin Asia Pacific,
Inc.
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