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>
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).
Lee M. Brower
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
United States of America
5 SOLE VOTING POWER
NUMBER OF 925,984 **SEE ITEM 4
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 215,766 **SEE ITEM 4
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH: 925,984 **SEE ITEM 4
8 SHARED DISPOSITIVE POWER
215,766 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,141,750 **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)
3.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Page 2 of 6 Pages
<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 Lee M. Brower (the "Reporting
Person").
(b) Address of Principal Business Office or, if none, Residence
The address of the Reporting Person's principal business office is
75 West Center Street, Provo, Utah 84601.
(c) Citizenship
The Reporting Person is a citizen 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.
(a) The Reporting Person beneficially owns or may be deemed to
beneficially own 1,141,750 shares of Class A Common Stock as
follows: 55,000 shares of Class A Common Stock, and 1,086,750
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 Lee M. Brower, 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 1,141,750 shares of Class A Common
Stock referenced above: 152,893 shares of Class B Common Stock
held indirectly as the sole trustee of The SNT Trust; 170,258
shares of Class B Common Stock held indirectly as the sole
trustee of The DVNM Trust; 59,083 shares of Class B Common Stock
held indirectly as the sole trustee of The CWN Trust; 3,304
shares of Class B Common Stock held indirectly as the sole
trustee of The JS Trust; 59,083 shares of Class B Common Stock
held indirectly as the sole trustee of The JT Trust; 42,564
shares of Class B Common Stock held indirectly as the sole
trustee of The CB Trust; 85,130 shares of Class B Common Stock
held indirectly as the sole trustee of The CM Trust; 170,258
shares of Class B Common Stock held indirectly as the sole
trustee of The BCT Trust; 85,130 shares of Class B Common Stock
held indirectly as the sole trustee of The ST Trust; 85,130
shares of Class B Common Stock held indirectly as the sole
trustee of The NJR Trust; 6,544 shares of Class B Common Stock
held indirectly as the sole trustee of The RLS Trust; 6,607
shares of Class B Common Stock held indirectly as the sole
trustee of The RBZ Trust; 59,083 shares of Class B Common Stock
held indirectly as the sole trustee of The DPN Trust; 50,083
shares of Class B Common Stock held indirectly as the sole
trustee of The GNT Trust; 25,000 shares of Class A Common Stock
and 20,000 shares of Class B Common Stock held indirectly as a
co-trustee of The Sandra N. Tillotson Foundation; and 31,600
shares of Class B Common Stock held indirectly as a co-trustee of
The Craig S. Tillotson Foundation.
Page 3 of 6 Pages
<PAGE>
SCHEDLE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
(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 1,086,750 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned
by him, the Reporting Person would beneficially own or may be
deemed to beneficially own 1,141,750 shares of Class A Common
Stock which would constitute 3.3% 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 1,086,750
shares of Class B Common Stock beneficially owned or that may be
deemed to be beneficially owned by the Reporting Person, he would
beneficially own or may be deemed to beneficially own 1,141,750
shares of Class A Common Stock which would constitute 0.2% of the
aggregate voting power of the Issuer.
Assuming no conversion of the outstanding 1,086,750 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by the Reporting Person, he would
beneficially own or may be deemed to beneficially own 55,000
shares of Class A Common Stock and 1,086,750 shares of Class B
Common Stock which would constitute 1.9% of the aggregate voting
power of the Issuer and 1.3% 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 925,984 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by the Reporting Person, with respect to
which he has sole power to vote or direct the vote, the Reporting
Person would have sole power to vote or direct the vote of
925,984 shares of Class A Common Stock as follows: 152,893 shares
of Class A Common Stock held indirectly as the sole trustee of
The SNT Trust; 170,258 shares of Class A Common Stock held
indirectly as the sole trustee of The DVNM Trust; 59,083 shares
of Class A Common Stock held indirectly as the sole trustee of
The CWN Trust; 3,304 shares of Class A Common Stock held
indirectly as the sole trustee of The JS Trust; 59,083 shares of
Class A Common Stock held indirectly as the sole trustee of The
JT Trust; 42,564 shares of Class A Common Stock held indirectly
as the sole trustee of The CB Trust; 85,130 shares of Class A
Common Stock held indirectly as the sole trustee of The CM Trust;
170,258 shares of Class A Common Stock held indirectly as the
sole trustee of The BCT Trust; 85,130 shares of Class A Common
Stock held indirectly as the sole trustee of The ST Trust; 85,130
shares of Class A Common Stock held indirectly as the sole
trustee of The NJR Trust; 6,544 shares of Class A Common Stock
held indirectly as the sole trustee of The RLS Trust; 6,607
shares of Class A Common Stock held indirectly as the sole
trustee of The RBZ Trust; 59,083 shares of Class A Common Stock
held indirectly as the sole trustee of The DPN Trust; and 50,083
shares of Class A Common Stock held indirectly as the sole
trustee of The GNT Trust.
(ii) Assuming conversion of all outstanding 215,766 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by the Reporting Person, with respect to
which he has shared power to vote or direct the vote, the
Reporting Person would have shared power to vote or direct the
vote of 215,766 shares of Class A Common Stock as follows: 45,000
shares of Class A Common Stock held indirectly as a co-trustee of
The Sandra N. Tillotson Foundation; 31,600 shares of Class A
Common Stock held indirectly as a co-trustee of The Craig S.
Tillotson Foundation.
Page 4 of 6 Pages
<PAGE>
SCHEDLE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
(iii) Assuming conversion of all outstanding 925,984 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by the Reporting Person, with respect to
which he has sole power to dispose or direct the disposition, the
Reporting Person would have sole power to dispose or direct the
disposition of 925,984 shares of Class A Common Stock as follows:
152,893 shares of Class A Common Stock held indirectly as the
sole trustee of The SNT Trust; 170,258 shares of Class A Common
Stock held indirectly as the sole trustee of The DVNM Trust;
59,083 shares of Class A Common Stock held indirectly as the sole
trustee of The CWN Trust; 3,304 shares of Class A Common Stock
held indirectly as the sole trustee of The JS Trust; 59,083
shares of Class A Common Stock held indirectly as the sole
trustee of The JT Trust; 42,564 shares of Class A Common Stock
held indirectly as the sole trustee of The CB Trust; 85,130
shares of Class A Common Stock held indirectly as the sole
trustee of The CM Trust; 170,258 shares of Class A Common Stock
held indirectly as the sole trustee of The BCT Trust; 85,130
shares of Class A Common Stock held indirectly as the sole
trustee of The ST Trust; 85,130 shares of Class A Common Stock
held indirectly as the sole trustee of The NJR Trust; 6,544
shares of Class A Common Stock held indirectly as the sole
trustee of The RLS Trust; 6,607 shares of Class A Common Stock
held indirectly as the sole trustee of The RBZ Trust; 59,083
shares of Class A Common Stock held indirectly as the sole
trustee of The DPN Trust; and 50,083 shares of Class A Common
Stock held indirectly as the sole trustee of The GNT Trust.
(iv) Assuming conversion of all outstanding 215,766 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by the Reporting Person, with respect to
which he has shared power to vote or direct the vote, the
Reporting Person would have shared power to vote or direct the
vote of 215,766 shares of Class A Common Stock as follows: 45,000
shares of Class A Common Stock held indirectly as a co-trustee of
The Sandra N. Tillotson Foundation; and 31,600 shares of Class A
Common Stock held indirectly as a co-trustee of The Craig S.
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
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
Page 5 of 6 Pages
<PAGE>
SCHEDLE 13G (AMENDMENT NO. 2)
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.
/s/ Lee M. Brower
By: Lee M. Brower
Dated: February 12, 1999
Page 6 of 6 Pages
