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).
Kirk V. Roney
Melanie K. 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
Kirk V. Roney : United States of America
Melanie K. Roney : United States of America
5 SOLE VOTING POWER
NUMBER OF Kirk V. Roney : 2,727,742 **SEE ITEM 4
SHARES Melanie K. Roney : 1,363,871 **SEE ITEM 4
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH Kirk V. Roney : 75,000 **SEE ITEM 4
REPORTING Melanie K. Roney : 75,000 **SEE ITEM 4
PERSON WITH:
7 SOLE DISPOSITIVE POWER
Kirk V. Roney : 2,727,742 **SEE ITEM 4
Melanie K. Roney : 1,363,871 **SEE ITEM 4
8 SHARED DISPOSITIVE POWER
Kirk V. Roney : 75,000 **SEE ITEM 4
Melanie K. Roney : 75,000 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Kirk V. Roney : 2,802,742 **SEE ITEM 4
Melanie K. Roney : 1,438,871 **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)
Kirk V. Roney : [7.9%]
Melanie K. Roney : [4.1%]
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Kirk V. Roney : IN
Melanie K. Roney : 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 Kirk V. Roney and Melanie K. 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.
Kirk V. Roney:
(a) Kirk V. Roney beneficially owns or may be deemed to beneficially
own 2,802,742 shares of Class A Common Stock as follows:
1,925,322 shares of Class A Common Stock, and 802,420 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 Kirk V. 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 2,802,742 shares of Common Stock referenced
above: 401,210 shares of Class A Common Stock and 962,661 shares
of Class B Common Stock held by his wife, Melanie K. Roney;
75,000 shares of Class A Common Stock held indirectly as a
co-trustee of The Kirk V. and Melanie K. 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 1,925,322 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned
by him, Kirk V. Roney would beneficially own or may be deemed to
beneficially own 2,802,742 shares of Class A Common Stock which
would constitute [7.9%] 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
Page 3 of 6 Pages
<PAGE>
SCHEDLE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
matter, including the election of directors. Assuming conversion
of all outstanding 1,925,322 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned
by Kirk V. Roney, he would beneficially own or may be deemed to
beneficially own 2,802,742 shares of Class A Common Stock which
would constitute 0.5% of the aggregate voting power of the
Issuer.
Assuming no conversion of the outstanding 1,925,322 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Kirk V. Roney, he would beneficially own
or may be deemed to beneficially own 802,420 shares of Class A
Common Stock and 1,925,322 shares of Class B Common Stock which
would constitute [3.5%] of the aggregate voting power of the
Issuer.
(c) (i) Assuming conversion of all outstanding 962,661 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Kirk V. Roney, with respect to which he
has sole power to vote or direct the vote, Kirk V. Roney would
have sole power to vote or direct the vote of 1,363,871 shares of
Class A Common Stock held directly.
(ii)Assuming conversion of all outstanding 962,661 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Kirk V. Roney, with respect to which he
has shared power to vote or direct the vote, Kirk V. Roney would
have shared power to vote or direct the vote of 1,458,871 shares
of Class A Common Stock as follows: 1,363,871 shares of Class A
Common Stock held directly by his wife, Melanie K. Roney; and
75,000 shares of Class A Common Stock held indirectly as a
co-trustee of The Kirk V. and Melanie K. Roney Foundation.
(iii)Assuming conversion of all outstanding 962,661 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Kirk V. Roney, with respect to which he
has sole power to dispose or direct the disposition, Kirk V.
Roney would have sole power to dispose or direct the disposition
of 1,363,871 shares of Class A Common Stock held directly.
(iv)Assuming conversion of all outstanding 962,661 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Kirk V. Roney, with respect to which he
has shared power to dispose or direct the disposition, Kirk V.
Roney would have shared power to dispose or direct the
disposition of 1,458,871 shares of Class A Common Stock as
follows: 1,363,871 shares of Class A Common Stock held directly
by his wife, Melanie K. Roney; and 75,000 shares of Class A
Common Stock held indirectly as a co-trustee of The Kirk V. and
Melanie K. Roney Foundation.
Melanie K. Roney:
(a) Melanie K. Roney beneficially owns or may be deemed to
beneficially own 1,438,871 shares of Class A Common Stock as
follows: 962,661 shares of Class A Common Stock, and 476,210
shares of the Issuer's 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 Melanie K. 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 1,438,871 shares of Class A
Common Stock referenced above: 75,000 shares of Class A Common
Stock held indirectly as a co-trustee of The Kirk V. and Melanie
K. 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 962,661 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned
by her, Melanie K. Roney would beneficially own or may be deemed
to beneficially own 1,438,871 shares of Class A Common Stock
which would constitute [4.1%] of the number of shares of the then
outstanding Class A Common Stock.
Page 4 of 6 Pages
<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 962,661
shares of Class B Common Stock beneficially owned or that may be
deemed to be beneficially owned by Melanie K. Roney, she would
beneficially own or may be deemed to beneficially own 1,438,871
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 962,661 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Melanie K. Roney, she would beneficially
own or may be deemed to beneficially own 476,210 shares of Class
A Common Stock and 962,661 shares of Class B Common Stock which
would constitute [1.7%] of the aggregate voting power of the
Issuer.
(c) (i) Assuming conversion of all outstanding 962,661 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Melanie K. Roney, with respect to which
she has sole power to vote or direct the vote, Melanie K. Roney
would have sole power to vote or direct the vote of 1,363,871
shares of Class A Common Stock held directly.
(ii)Melanie K. Roney has shared power to vote or direct the vote
of 75,000 shares of Class A Common Stock held indirectly as a
co-trustee of The Kirk V. and Melanie K. Roney Foundation.
(iii)Assuming conversion of all outstanding 962,661 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Melanie K. Roney, with respect to which
she has sole power to dispose or direct the disposition, Melanie
K. Roney would have sole power to dispose or direct the
disposition of the 1,363,871 shares of Class A Common Stock held
directly.
(iv)Melanie K. Roney has shared power to dispose or direct the
disposition of 75,000 shares of Class A Common Stock held
indirectly as a co-trustee of The Kirk V. and Melanie K. 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 Pages
<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/ Kirk V. Roney
By: Kirk V. Roney
Dated: February 12, 1999
/s/ Melanie K. Roney
By: Melanie K. Roney
Dated: February 12, 1999
Page 6 of 6 Pages
