NU SKIN ASIA PACIFIC INC
SC 13G, 1998-02-17
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                                  SCHEDULE 13G
                              CUSIP No. 67018T-10-5



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                  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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<PAGE>


                                  SCHEDULE 13G
                              CUSIP No. 67018T-10-5


    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

                 Blake M. Roney:  United States of America
                 Nancy L. Roney:  United States of America

                            5   SOLE VOTING POWER

         NUMBER OF                Blake M. Roney: 176,164**SEE ITEM 4
           SHARES                 Nancy L. Roney:  - 0 -**SEE ITEM 4
        BENEFICIALLY
          OWNED BY          6   SHARED VOTING POWER
            EACH
         REPORTING                Blake M. Roney:  20,238,598**SEE ITEM 4
        PERSON WITH               Nancy L. Roney:  20,238,598**SEE ITEM 4

                            7   SOLE DISPOSITIVE POWER

                                  Blake M. Roney:  176,164**SEE ITEM 4
                                  Nancy L. Roney:  - 0 -**SEE ITEM 4

                            8   SHARED DISPOSITIVE POWER

                                  Blake M. Roney:  20,238,598**SEE ITEM 4
                                  Nancy L. Roney:  20,238,598**SEE ITEM 4

    9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 Blake M. Roney:  20,414,762**SEE ITEM 4
                 Nancy L. Roney:  20,238,598**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:  60.4%**SEE ITEM 4
                 Nancy L. Roney:  60.2%**SEE ITEM 4

    12      TYPE OF REPORTING PERSON(S)

                 Blake M. Roney:  IN
                 Nancy L. Roney:  IN



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                                     <PAGE>


                                  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
               20,414,762 shares of Common Stock as follows: -0- shares of Class
               A Common Stock,  and  20,414,762  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:  19,881,455  shares  of  Class  B  Common  Stock  held
               indirectly as a general partner of BNASIA,  Ltd.;  357,143 shares
               of Class B Common Stock held  indirectly as a co-trustee  for The
               Blake M. and Nancy L. Roney Foundation; 88,082

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                                     <PAGE>


                                  SCHEDULE 13G
                              CUSIP No. 67018T-10-5

               shares  of  Class B  Common  Stock  held  indirectly  as the sole
               trustee of The B and D Roney Trust;  and 88,082 shares of Class B
               Common Stock held  indirectly  as the sole trustee of The S and 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  Amended  and
               Restated  Certificate of  Incorporation  of the Issuer.  Assuming
               conversion of all outstanding 20,414,762 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 20,414,762  shares of Class A Common Stock which
               would   constitute   60.4%  of  the  number  of  shares  of  then
               outstanding  Class A Common Stock.  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  percentage,  the percentage
               would be  63.5%.  This  percentage  does not give  effect  to the
               exercise  of any other  outstanding  options  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
               percentage,  the percentage would be 63.5%.  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 all outstanding  20,414,762
               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  20,414,762  shares of Class A
               Common Stock which would constitute 60.4% of the aggregate voting
               power 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 no conversion of the outstanding  Class A Common Stock and no
               conversion of the outstanding 20,414,762 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 20,414,762  shares of Class B Common Stock which
               would  constitute  28.45% of the  aggregate  voting  power of the
               Issuer.

        (c)    (i) Assuming  conversion  of all  outstanding  176,164  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  176,164  shares of Class A Common  Stock as  follows:
               88,082 shares of Class A Common Stock held indirectly as the sole
               trustee of The B and D Roney Trust;  and 88,082 shares of Class A
               Common Stock held  indirectly  as the sole trustee of The S and K
               Trust.

               (ii)Assuming  conversion of all outstanding  20,238,598 shares of
               Class  B  Common  Stock   beneficially  owned  or  deemed  to  be
               beneficially  owned by Blake M. Roney,  with  respect to which he
               shares voting power, Blake M. Roney would share voting power over
               20,238,598 shares of Class A Common Stock as follows:  19,881,455
               shares of Class A Common  Stock as a general  partner  of BNASIA,
               Ltd.;  and 357,143 shares of Class A Common stock as a co-trustee
               of The Blake M. and Nancy L. Roney Foundation.

               (iiiAssuming  conversion  of all  outstanding  176,164  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

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<PAGE>


                                  SCHEDULE 13G
                              CUSIP No. 67018T-10-5

               dispositive  power,  Blake M. Roney  would have sole  dispositive
               power over  176,164  shares of Class A Common  Stock as  follows:
               88,082 shares of Class A Common Stock held indirectly as the sole
               trustee of The B and D Roney Trust;  and 88,082 shares of Class A
               Common Stock held  indirectly  as the sole trustee of The S and K
               Trust.

               (iv)Assuming  conversion of all outstanding  20,238,598 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 20,238,598  shares of Class A Common Stock as follows:
               19,881,455 shares of Class A Common Stock as a general partner of
               BNASIA,  Ltd.;  and 357,143  shares of Class A Common  Stock as a
               co-trustee of The Blake M. and Nancy L. Roney Foundation.

               Nancy L. Roney:

        (a)    Nancy L. Roney beneficially owns or is deemed to beneficially own
               20,238,598 shares of Common Stock as follows: -0- shares of Class
               A Common  Stock and  20,238,598  shares of Class B Common  Stock.
               Nancy L. Roney disclaims  beneficial  ownership of the following:
               19,881,455  shares of Class B Common Stock held  indirectly  as a
               general  partner of BNASIA,  Ltd.;  and 357,143 shares of Class B
               Common Stock held indirectly as a co-trustee for The Blake M. and
               Nancy L. Roney 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  outstanding  20,238,598  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  20,238,598  shares  of  Class A  Common  Stock  which  would
               constitute  60.2% of the  number of  shares  of then  outstanding
               Class A Common Stock. 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
               63.3%.  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 all outstanding  20,238,598
               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  20,238,598  shares of Class A
               Common Stock which would constitute 60.2% 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
               63.3%.  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 no  conversion  of the  outstanding  20,23 and8  shares of no
               conversion of the outstanding 20,238,598 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 20,238,598  shares of Class B Common Stock which
               would  constitute  28.20% of the  aggregate  voting  power of the
               Issuer.

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<PAGE>


                                         SCHEDULE 13G
                                    CUSIP No.  67018T-10-5

        (c)    (i) Not applicable

               (ii)Assuming  conversion of all outstanding  20,238,598 shares of
               Class  B  Common  Stock   beneficially  owned  or  deemed  to  be
               beneficially  owned by Nancy L. Roney,  with respect to which she
               shares voting power, Nancy L. Roney would share voting power over
               20,238,598 shares of Class A Common Stock as follows:  19,881,455
               shares of Class A Common  Stock as a general  partner  of BNASIA,
               Ltd.;  and 357,143 shares of Class A Common Stock as a co-trustee
               of The Blake M. and Nancy L. Roney Foundation.

               (iii)Not applicable.

               (iv) Assuming conversion of all outstanding  20,238,598 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 20,238,598  shares of Class A Common Stock as follows:
               19,881,455 shares of Class A Common Stock as a general partner of
               BNASIA,  Ltd.;  and 357,143  shares of Class A Common  Stock as a
               co-trustee of The Blake M. and Nancy L. Roney 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.

               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
               19,881,455  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 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 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

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<PAGE>


                                         SCHEDULE 13G
                                    CUSIP No.  67018T-10-5

               Restated   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 Amended and
               Restated 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  19,881,455  shares of Class B
               Common Stock.

Item 9.            Notice of Dissolution of Group.

               Not applicable.

Item 10.       Certification.

               Not applicable.

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<PAGE>


                                         SCHEDULE 13G
                                    CUSIP No.  67018T-10-5

                                            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.



                                            By:     /s/ Blake M. Roney
                                            Dated:  February 17, 1998



                                            By:     /s/ Nancy L. Roney
                                            Dated:  February 17, 1998


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<PAGE>


                         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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<PAGE>


                         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.

The Steven and Kalleen Lund Fixed Charitable Trust.

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<PAGE>


                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5


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.

The Halls Family Trust.

The Keith and Anna Lisa Halls Fixed Charitable Trust.

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<PAGE>


                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5


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.

RCKASIA, Ltd.

The C and K Trust.

The Bryson Foundation.

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                                       iv

<PAGE>


                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5


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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                                        v

<PAGE>


                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5

                                    EXHIBIT B

              List of Parties to the Limited Partnership Agreement


Blake M. Roney

Nancy L. Roney


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