UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Pages
<PAGE>
SCHEDULE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Blake M. Roney
Nancy L. 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
Blake M. Roney : United States of America
Nancy L. Roney : United States of America
5 SOLE VOTING POWER
NUMBER OF Blake M. Roney : 10,089,214 **SEE ITEM 4
SHARES Nancy L. Roney : 9,913,049 **SEE ITEM 4
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH Blake M. Roney : 12,119,354 **SEE ITEM 4
REPORTING Nancy L. Roney : 1,557,143 **SEE ITEM 4
PERSON WITH:
7 SOLE DISPOSITIVE POWER
Blake M. Roney : 10,089,214 **SEE ITEM 4
Nancy L. Roney : 9,913,049 **SEE ITEM 4
8 SHARED DISPOSITIVE POWER
Blake M. Roney : 12,119,354 **SEE ITEM 4
Nancy L. Roney : 1,557,143 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Blake M. Roney : 22,208,568 **SEE ITEM 4
Nancy L. Roney : 11,470,192 **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)
Blake M. Roney : 44.5%
Nancy L. Roney : 27.2%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Blake M. Roney : IN
Nancy L. Roney : IN
Page 2 of 6 Pages
<PAGE>
SCHEDULE 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 Blake M. Roney and Nancy L. 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.
Blake M. Roney:
(a) Blake M. Roney beneficially owns or may be deemed to beneficially
own 22,208,568 shares of Class A Common Stock as follows:
5,972,191 shares of Class A Common Stock, and 16,236,377 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 Blake M. 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 22,208,568 shares of Common Stock
referenced above: 2,311,514 shares of Class A Common Stock and
7,601,535 shares of Class B Common Stock held by his wife, Nancy
L. Roney; 450,000 shares of Class A Common Stock and 750,000
shares of Class B Common Stock held indirectly as a co-trustee of
The One Foundation; 250,000 shares of Class A Common Stock and
107,143 shares of Class B Common Stock held indirectly as a
co-trustee for The Blake M. and Nancy L. Roney Foundation;
649,162 shares of Class A Common Stock held indirectly as a
director of three of the Issuer's affiliated corporations; 88,082
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
Lund 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 16,236,377 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned
by him, Blake M. Roney would beneficially own or may be deemed
Page 3 of 6 Pages
<PAGE>
SCHEDULE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
to beneficially own 22,208,568 shares of Class A Common Stock
which would constitute 44.5% 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 all outstanding 16,236,377
shares of Class B Common Stock beneficially owned or that may be
deemed to be beneficially owned by Blake M. Roney, he would
beneficially own or may be deemed to beneficially own 22,208,568
shares of Class A Common Stock which would constitute [5.1%] of
the aggregate voting power of the Issuer.
Assuming no conversion of the outstanding 16,236,377 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Blake M. Roney, he would beneficially
own or may be deemed to beneficially own 5,972,191 shares of
Class A Common Stock and 16,236,377 shares of Class B Common
Stock which would constitute 28.9% of the aggregate voting power
of the Issuer and 25.1% 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 7,777,699 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Blake M. Roney, with respect to which he
has sole power to vote or direct the vote, Blake M. Roney would
have sole power to vote or direct the vote of 10,089,214 shares
of Class A Common Stock as follows: 9,913,050 shares of Class A
Common Stock held directly; 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 Lund Trust.
(ii)Assuming conversion of all outstanding 8,458,678 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Blake M. Roney, with respect to which he
has shared power to vote or direct the vote, Blake M. Roney would
have shared power to vote or direct the vote of 12,119,354 shares
of Class A Common Stock as follows: 9,913,049 shares of Class A
Common Stock held directly by his wife, Nancy L. Roney; 1,200,000
shares of Class A Common Stock held indirectly as a co-trustee of
The One Foundation; 357,143 shares of Class A Common Stock held
indirectly as a co-trustee of The Blake M. and Nancy L. 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 7,777,699 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Blake M. Roney, with respect to which he
has sole power to dispose or direct the disposition, Blake M.
Roney would have sole power to dispose or direct the disposition
of 10,089,214 shares of Class A Common Stock as follows:
9,913,050 shares of Class A Common Stock held directly; 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
Lund Trust.
(iv)Assuming conversion of all outstanding 8,458,678 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Blake M. Roney, with respect to which he
has shared power to dispose or direct the disposition, Blake M.
Roney would have shared power to dispose or direct the
disposition of 12,119,354 shares of Class A Common Stock as
follows: 9,913,049 shares of Class A Common Stock held directly
by his wife, Nancy L. Roney; 1,200,000 shares of Class A Common
Stock held indirectly as a co-trustee of The One Foundation;
357,143 shares of Class A Common Stock held indirectly as a
co-trustee of The Blake M. and Nancy L. Roney Foundation; and
649,162 shares of Class A Common Stock held indirectly as a
director of three of the Issuer's affiliated corporations.
Nancy L. Roney:
(a) Nancy L. Roney beneficially owns or may be deemed to beneficially
own 11,470,192 shares of Class A Common Stock as follows:
3,011,514 shares of Class A Common Stock and 8,458,678 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
Page 4 of 6 Pages
<PAGE>
SCHEDULE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
option of the holder. The filing of the above statement shall not
be construed as an admission that Nancy L. 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 11,470,192 shares of Common Stock
referenced above: 450,000 shares of Class A Common Stock and
750,000 shares of Class B Common Stock held indirectly as a
co-trustee of The One Foundation; and 250,000 shares of Class A
Common Stock and 107,143 shares of Class B Common Stock held
indirectly as a co-trustee of 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 8,458,678 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned
by Nancy L. Roney, she would beneficially own or may be deemed to
beneficially own 11,470,192 shares of Class A Common Stock which
would constitute 27.2% 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 all outstanding 8,458,678
shares of Class B Common Stock beneficially owned or that may be
deemed to be beneficially owned by Nancy L. Roney, she would
beneficially own or may be deemed to beneficially own 11,470,192
shares of Class A Common Stock which would constitute 2.3% of the
aggregate voting power of the Issuer.
Assuming no conversion of the outstanding 8,458,678 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Nancy L. Roney, she would beneficially
own or may be deemed to beneficially own 3,011,514 shares of
Class A Common Stock and 8,458,678 shares of Class B Common Stock
which would constitute [15.0%] of the aggregate voting power of
the Issuer and 13.0% 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 7,601,535 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Nancy L. Roney, with respect to which
she has sole power to vote or direct the vote, Nancy L. Roney
would have sole power to vote or direct the vote of 9,913,049
shares of Class A Common Stock held directly.
(ii)Assuming conversion of all outstanding 857,143 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Nancy L. Roney, with respect to which
she has shared power to vote or direct the vote, Nancy L. Roney
would have shared power to vote or direct the vote of 1,557,143
shares of Class A Common Stock as follows: 1,200,000 shares of
Class A Common Stock as a co-trustee of The One Foundation; and
357,143 shares of Class A Common Stock as a co-trustee of The
Blake M. and Nancy L. Roney Foundation.
(iii)Assuming conversion of all outstanding 7,601,535 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Nancy L. Roney, with respect to which
she has sole power to dispose or direct the disposition, Nancy L.
Roney would have sole power to dispose or direct the disposition
of 9,913,049 shares of Class A Common Stock held directly.
(iv)Assuming conversion of all outstanding 857,143 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Nancy L. Roney, with respect to which
she has shared power to dispose or direct the disposition, Nancy
L. Roney would have shared power to dispose or direct the
disposition of 1,557,143 shares of Class A Common Stock as
follows: 1,200,000 shares of Class A Common Stock held indirectly
as a co-trustee of The One Foundation; and 357,143 shares of
Class A Common Stock held indirectly as a co-trustee of The Blake
M. and Nancy L. Roney Foundation.
Page 5 of 6 Pages
<PAGE>
SCHEDULE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
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
Not applicable.
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/ Blake M. Roney
By: Blake M. Roney
Dated: February 12, 1999
/s/ Nancy L. Roney
By: Nancy L. Roney
Dated: February 12, 1999
Page 6 of 6 Pages
