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. 2)*
Nu Skin Enterprises, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
67018T-10-5
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
| | Rule 13d-1(b)
| | Rule 13d-1(c)
|X| Rule 13d-1(d)
*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 Exchange 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number
Page 1 of 6
<PAGE>
SCHEDLE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Brooke B. Roney
Denice R. Roney
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) | |
(b) | |
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Brooke B. Roney : United States of America
Denice R. Roney : United States of America
5 SOLE VOTING POWER
NUMBER OF Brooke B. Roney : 1,745,043 **SEE ITEM 4
SHARES Denice R. Roney : 1,745,042 **SEE ITEM 4
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH Brooke B. Roney : 2,456,861 **SEE ITEM 4
REPORTING Denice R. Roney : 3,425,322 **SEE ITEM 4
PERSON WITH:
7 SOLE DISPOSITIVE POWER
Brooke B. Roney : 1,745,043 **SEE ITEM 4
Denice R. Roney : 1,745,042 **SEE ITEM 4
8 SHARED DISPOSITIVE POWER
Brooke B. Roney : 2,456,861 **SEE ITEM 4
Denice R. Roney : 3,425,322 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Brooke B. Roney : 4,201,904 **SEE ITEM 4
Denice R. Roney : 1,807,699 **SEE ITEM 4
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
| |
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Brooke B. Roney : 11.5%
Denice R. Roney : 5.2%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Brooke B. Roney : IN
Denice R. Roney : IN
Page 2 of 6
<PAGE>
SCHEDLE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
Item 1.
(a) Name of Issuer
The name of the issuer is Nu Skin Enterprises, Inc. (the "Issuer").
(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 Brooke B. Roney and Denice R. Roney
(referred to individually by name and referred to collectively as
the "Reporting Persons").
(b) Address of Principal Business Office or, if none, Residence
The address of the Reporting Persons' principal business office is
75 West Center Street, Provo, Utah 84601.
(c) Citizenship
The Reporting Persons are both citizens of the United States of
America.
(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").
(e) CUSIP Number
The CUSIP number of the Class A Common Stock is 67018T-10-5.
Item 3. Not applicable.
Item 4. Ownership.
Brooke B. Roney
(a) Brooke B. Roney beneficially owns or may be deemed to
beneficially own 4,201,904 shares of Class A Common Stock as
follows: 1,526,582 shares of Class A Common Stock, and 2,675,322
shares of the Issuer's Class B Common Stock, par value $.001 per
share (the "Class B Common Stock"), which is convertible on a
one-for-one basis into Class A Common Stock at any time at the
option of the holder. The filing of the above statement shall not
be construed as an admission that Brooke B. Roney is, for the
purposes of Section 13(d) or 13(g) of the Securities Exchange Act
of 1934, as amended, the beneficial owner of the following shares
which were included in the 4,201,904 shares of Common Stock
referenced above: 423,710 shares of Class A Common Stock and
1,321,332 shares of Class B Common Stock held directly by his
wife, Denice R. Roney; 30,000 shares of Class A Common Stock and
32,657 shares of Class B Common Stock held indirectly as a co-
trustee for The Brooke Brennan and Denice Renee' Roney
Foundation; and 649,162 shares of Class A Common Stock held
indirectly as a director of three of the Issuer's affiliated
corporations.
(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 2,675,322 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned
by him, Brooke B. Roney would beneficially own or may be deemed
to beneficially own 4,201,904 shares of Class A Common Stock
which would constitute 11.5% of the number of shares of the then
outstanding Class A Common Stock.
Page 3 of 6
<PAGE>
SCHEDLE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
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 2,675,322
shares of Class B Common Stock beneficially owned or that may be
deemed to be beneficially owned by Brooke B. Roney, he would
beneficially own or may be deemed to beneficially own 4,201,904
shares of Class A Common Stock which would constitute 0.8% of the
aggregate voting power of the Issuer.
Assuming no conversion of the outstanding 2,675,322 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Brooke B. Roney, he would beneficially
own or may be deemed to beneficially own 1,526,582 shares of
Class A Common Stock and 2,675,322 shares of Class B Common Stock
which would constitute 4.9% of the aggregate voting power of the
Issuer and 4.8% of the total combined number of shares of Class A
Common Stock and Class B Common Stock then outstanding.
(c) (i) Assuming conversion of all outstanding 1,321,333 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Brooke B. Roney, with respect to which
he has sole power to vote or direct the vote, Brooke B. Roney
would have sole power to vote or direct the vote of 1,745,043
shares of Class A Common Stock held directly.
(ii)Assuming conversion of all outstanding 1,353,989 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Brooke B. Roney, with respect to which
he has shared power to vote or direct the vote, Brooke B. Roney
would have shared power to vote or direct the vote of 2,456,861
shares of Class A Common Stock as follows: 1,745,042 shares of
Class A Common Stock held directly by his wife, Denice R. Roney;
62,657 shares of Class A Common Stock held indirectly as a
co-trustee of The Brooke Brennan and Denice Renee' Roney
Foundation; and 649,162 shares of Class A Common Stock held
indirectly as a director of three of the Issuer's affiliated
corporations.
(iii)Assuming conversion of all outstanding 1,321,333 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Brooke B. Roney, with respect to which
he has sole power to dispose or direct the disposition, Brooke B.
Roney would have sole power to dispose or direct the disposition
of 1,745,043 shares of Class A Common Stock held directly.
(iv)Assuming conversion of all outstanding 1,353,989 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Brooke B. Roney, with respect to which
he has shared power to dispose or direct the disposition, Brooke
B. Roney would have shared power to dispose or direct the
disposition of 2,456,861 shares of Class A Common Stock as
follows: 1,745,042 shares of Class A Common Stock held directly
by his wife, Denice R. Roney; 62,657 shares of Class A Common
Stock held indirectly as a co-trustee of The Brooke Brennan and
Denice Renee' Roney Foundation; and 649,162 shares of Class A
Common Stock held indirectly as a director of three of the
Issuer's affiliated corporations.
Denice R. Roney:
(a) Denice R. Roney beneficially owns or may be deemed to
beneficially own 1,807,699 shares of Class A Common Stock as
follows: 453,710 shares of Class A Common Stock and 1,353,989
shares of Class B Common Stock, which is convertible on a
one-for-one basis into Class A Common Stock at any time at the
option of the holder. The filing of the above statement shall not
be construed as an admission that Denice R. Roney is, for the
purposes of Section 13(d) or 13(g) of the Securities Exchange Act
of 1934, as amended, the beneficial owner of the following shares
which were included in the 1,807,699 shares of Common Stock
referenced above: 30,000 shares of Class A Common Stock and
32,657 shares of Class B Common Stock held indirectly as a
co-trustee of The Brooke Brennan and Denice Renee' 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.
Page 4 of 6
<PAGE>
SCHEDLE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
Assuming conversion of all outstanding 1,353,989 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, she would beneficially own
or may be deemed to beneficially own 1,807,699 shares of Class A
Common Stock which would constitute 5.2% of the number of shares
of the 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 all outstanding 1,353,989
shares of Class B Common Stock beneficially owned or that may be
deemed to be beneficially owned by Denice R. Roney, she would
beneficially own or may be deemed to beneficially own 1,807,699
shares of Class A Common Stock which would constitute 0.3% of the
aggregate voting power of the Issuer.
Assuming no conversion of the outstanding 1,353,989 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Denice R. Roney, she would beneficially
own or may be deemed to beneficially own 453,710 shares of Class
A Common Stock and 1,353,989 shares of Class B Common Stock which
would constitute 2.4% of the aggregate voting power of the Issuer
and 2.0% of the total combined number of shares of Class A Common
Stock and Class B Common Stock then outstanding.
(c) (i) Assuming conversion of all outstanding 1,321,332 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Denice R. Roney, with respect to which
she has sole power to vote or direct the vote, Denice R. Roney
would have sole power to vote or direct the vote of 1,745,042
shares of Class A Common Stock held directly.
(ii)Assuming conversion of all outstanding 32,657 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, with respect to which she
has shared power to vote or direct the vote, Denice R. Roney
would have shared power to vote or direct the vote of 65,657
shares of Class A Common Stock held indirectly as a co-trustee of
The Brooke Brennan and Denice Renee' Roney Foundation.
(iii)Assuming conversion of all outstanding 1,321,332 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Denice R. Roney, with respect to which
she has sole power to dispose or direct the disposition, Denice
R. Roney would have sole power to dispose or direct the
disposition of 1,745,042 shares of Class A Common Stock held
directly.
(iv)Assuming conversion of all outstanding 32,657 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, with respect to which she
has shared power to dispose or direct the disposition, Denice R.
Roney would have shared power to dispose or direct the
disposition of 65,657 shares of Class A Common Stock held
indirectly as a co-trustee of The Brooke Brennan and Denice
Renee' 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.
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
Not applicable.
Page 5 of 6
<PAGE>
SCHEDLE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
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.
/S/ Brooke B. Roney
By: Brooke B. Roney
Dated: February 12, 1999
/S/ Denice R. Roney
By: Denice R. Roney
Dated: February 12, 1999
Page 6 of 6
