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 5 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).
Sandra N. Tillotson
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 8,969,469 **SEE ITEM 4
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 868,929 **SEE ITEM 4
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH: 8,969,469 **SEE ITEM 4
8 SHARED DISPOSITIVE POWER
868,929 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,838,398 **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)
25.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Page 2 of 5 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 Sandra N. Tillotson (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 9,838,398 shares of Class A Common Stock as
follows: 3,196,074 shares of Class A Common Stock, and 6,642,324
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 Sandra N. Tillotson 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 9,838,398 shares of Common Stock
referenced above: 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; 649,162 shares of Class A
Common Stock held indirectly as a director of three of the Issuer's
affiliated corporations; 174,767 shares of Class B Common Stock as
co-trustee of The CST Trust; and 250,000 shares of Class A Common
Stock held indirectly as a trustee of The Sandra N. Tillotson Fixed
Charitable 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
6,642,324 shares of Class B Common Stock beneficially owned or that
may be deemed to be beneficially owned by her, the Reporting Person
would beneficially own or may be deemed to beneficially own
9,838,398 shares of Class A Common Stock which would constitute
25.3% 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 6,642,324 shares of Class B
Page 3 of 5 Pages
<PAGE>
SCHEDULE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
Common Stock beneficially owned or that may be deemed to be
beneficially owned by the Reporting Person, she would beneficially
own or may be deemed to beneficially own 9,838,398 shares of Class
A Common Stock which would constitute 2.0% of the aggregate voting
power of the Issuer.
Assuming no conversion of the outstanding 6,642,324 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by the Reporting Person, she would beneficially
own or may be deemed to beneficially own 3,196,074 shares of Class
A Common Stock and 6,642,324 shares of Class B Common Stock which
would constitute 12.8% of the aggregate voting power of the Issuer
and 11.7% 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 6,447,557 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
she has sole power to vote of direct the vote, the Reporting Person
would have sole power to vote or direct the vote of 8,969,469
shares of Class A Common Stock as follows: 8,719,469 shares of
Class A Common Stock held directly; and 250,000 shares of Class A
Common Stock held indirectly as the sole trustee of The Sandra N.
Tillotson Fixed Charitable Trust.
(ii) Assuming conversion of all outstanding 868,929 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
she has shared power to vote or direct the vote, the Reporting
Person would have shared power to vote or direct the vote of
868,929 shares of Class A Common Stock as follows: 45,000 shares of
Class A Common Stock held indirectly as a trustee of The Sandra N.
Tillotson Foundation; 177,767 shares of Class A Common Stock held
indirectly as a co-trustee of The CST Trust; 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 6,447,557 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
she has sole power to dispose of direct the disposition, the
Reporting Person would have sole power to dispose or direct the
disposition of 8,969,469 shares of Class A Common Stock as follows:
8,719,469 shares of Class A Common Stock held directly; and 250,000
shares of Class A Common Stock held indirectly as the sole trustee
of The Sandra N. Tillotson Fixed Charitable Trust.
(iv) Assuming conversion of all outstanding 868,929 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
she has shared power to dispose or direct the disposition, the
Reporting Person would have shared power to dispose or direct the
disposition of 868,929 shares of Class A Common Stock as follows:
45,000 shares of Class A Common Stock held indirectly as a trustee
of The Sandra N. Tillotson Foundation; 177,767 shares of Class A
Common Stock held indirectly as a co-trustee of The CST Trust; and
649,162 shares of Class A Common Stock held indirectly as a
director of three of the Issuer's affiliated corporations.
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 aplicable.
Page 4 of 5 Pages
<PAGE>
SCHEDULE 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/ Sandra N. Tillotson
By: Sandra N. Tillotson
Dated: February 12, 1999
Page 5 of 5 Pages
