SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securties Exchange Act of 1934
Nu Skin Asia Pacific, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-12421 87-0565309
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File number) Identification No.)
Incorporation)
75 West Center Street, Provo, Utah 84601
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (801) 345-6100
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(Former name or former address, if changed since last report.)
The Index to Exhibits appears on Page 4.
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Item 5. Other Events
(i) Reference is made to the press release issued to the public by
the Registrant on January 23, 1998, the text of which is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release of Nu Skin Asia Pacific Inc. dated
January 23, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on the day indicated.
NU SKIN ASIA PACIFIC, INC.
(Registrant)
By: /s/ M. Truman Hunt
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M. Truman Hunt
Vice President of Legal Affairs
and Investor Relations
Dated: January 23, 1998
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INDEX TO EXHIBITS
Exhibit Description Page
99.1 Text of press release of Nu Skin Asia Pacific, Inc. 5
dated January 23, 1998
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EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
CONTACTS:
Nu Skin Asia Pacific Financial Relations Board
Joseph Ogden (media) Lynne Farris (general info)
(801) 345-2107 or 376-5422 Lynn Chaffier (investors)
(415) 986-1591
Charles Allen (investors)
(801) 345-6110
NU SKIN ASIA PACIFIC ANNOUNCES INTENT TO ACQUIRE
CORE ASSETS OF NU SKIN INTERNATIONAL
Nu Skin Asia Pacific Realigns Corporate Structure
for International Expansion and Becomes Nu Skin Enterprises
PROVO, UTAH -- Jan. 23, 1998 -- Nu Skin Asia Pacific, Inc. (NYSE: NUS) today
announced it has reached an agreement in principle to acquire the core assets of
its private affiliate, Nu Skin International, Inc. (NSI), for approximately $180
million in assumed liabilities and $70 million in preferred stock that will
convert to common stock upon stockholder approval. In addition, contingent on
meeting specific earnings growth benchmarks, the company will pay up to $25
million in cash per year over four years to the selling stockholders.
Key assets being acquired by Nu Skin Asia Pacific (NSAP) include: ownership
of rights to the worldwide Nu Skin distributor network; ownership of all Nu Skin
product formulas and trademarks; ongoing operations in Europe, Australia and New
Zealand; and the rights to future markets worldwide including India, Russia, and
Brazil, the fourth largest direct selling market in the world. While the
acquisition excludes privately held Nu Skin operations in North America, the
consolidated public company will license distribution rights and supply products
to Nu Skin affiliates in this region.
"The acquisition of NSI's core assets is a redefining event for our public
company," stated Steven J. Lund, NSAP president and chief executive officer.
"We're taking a leap forward in our long-range plan to become the world's
leading direct selling company. This
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Nu Skin Asia Pacific
Jan. 23, 1998
Page 2
acquisition augments and diversifies our earnings base and puts us in a strong
position to accomplish our long-term objectives, thus increasing stockholder
value." Mr. Lund added, "The public company will now own and control product
development, marketing, and distribution functions, creating a vertically
integrated, consumer products company and eliminating many complex intercompany
relationships."
"By acquiring our primary supplier and worldwide distribution rights, the
transaction not only increases our earnings but will give us the opportunity to
benefit from existing and future Nu Skin businesses in other parts of the
world," stated Corey Lindley, chief financial officer. "Although it is difficult
to predict the exact financial effect of the acquisition on the company going
forward, if we had completed this transaction at the beginning of 1997, revenues
would have increased by nearly 10 percent during the year, with earnings per
share increasing by approximately 15 to 20 percent."
"The acquisition will increase the number of markets in which NSAP
currently operates -- from five Asian markets to 17 markets around the world --
and will add several significant additional markets for future expansion,"
stated Renn Patch, chief operating officer. "Nu Skin's developing European
operations are relatively small, but provide healthy growth prospects for the
future." NSI currently has operations in the United Kingdom, France, Belgium,
the Netherlands, Germany, Austria, Italy, Spain, Portugal, Ireland, as well as
Australia and New Zealand.
Mr. Patch continued, "Because of strategic initiatives unique to Nu Skin's
North American operations, management felt it was not appropriate at this time
to acquire these operations." The transaction is subject to completion of
definitive documentation, receipt of a fairness opinion from an independent
financial advisor, regulatory and final board approval, and is currently
expected to close before March 31, 1998. Upon completion of the transaction, the
companies will be renamed. The public company, NSAP, will be renamed Nu Skin
Enterprises, Inc. The private U.S. operations will be named Nu Skin USA, Inc.
Merrill Lynch & Co. serves as NSAP's financial advisor in this transaction.
A special committee comprised of the independent members of NSAP's Board of
Directors was formed to evaluate the transaction for NSAP.
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Nu Skin Asia Pacific
Jan. 23, 1998
Page 3
The Company
The Nu Skin companies comprise one of the largest network marketing
organizations in the world. Nu Skin's premium quality personal care and
nutritional products are created specifically for person-to-person distribution.
Using unique formulas that contain only beneficial ingredients, the company
seeks to combine the latest in scientific knowledge with the best nature has to
offer.
Upon completion of the acquisition, Nu Skin Enterprises, Inc. and its
subsidiaries will own and distribute Nu Skin products in 17 markets worldwide.
The company will also hold the rights to all future Nu Skin markets. Nu Skin
Asia Pacific, to be renamed Nu Skin Enterprises, is traded on the New York Stock
Exchange under the symbol "NUS".
Please note: This news release contains forward-looking statements that involve
risks and uncertainties associated with, but not limited to, the following:
negotiation of the final terms of the NSI acquisition, unforeseen delays with
the transaction including those resulting from obtaining necessary foreign and
domestic government approvals, the integration of management and employees
within the public company, the addition of 12 new markets, the prospects for
business growth in markets being acquired, currency fluctuations relative to the
U.S. dollar, adverse economic and business conditions in the company's markets,
management of the company's growth, circumstances that may prevent the company
from expanding its operations into new markets, factors that may alter the
anticipated impact of the transaction, economic and other conditions that affect
the price of the company's publicly traded stock thus impacting stockholder
values, and dependence on independent distributors. Actual results and outcomes
may differ materially from those discussed or anticipated. A detailed discussion
of certain associated risks can be found in documents filed with the Securities
and Exchange Commission, including the company's most recent Form 10-K and Form
10-Q.
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