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).
R. Craig Bryson
Kathleen D. Bryson
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
R. Craig Bryson : United States of America
Kathleen D. Bryson : United States of America
5 SOLE VOTING POWER
NUMBER OF R. Craig Bryson : 4,956,247 **SEE ITEM 4
SHARES Kathleen D. Bryson : 2,478,123 **SEE ITEM 4
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH R. Craig Bryson : 142,500 **SEE ITEM 4
REPORTING Kathleen D. Bryson : 142,500 **SEE ITEM 4
PERSON WITH:
7 SOLE DISPOSITIVE POWER
R. Craig Bryson : 4,956,247 **SEE ITEM 4
Kathleen D. Bryson : 2,478,123 **SEE ITEM 4
8 SHARED DISPOSITIVE POWER
R. Craig Bryson : 142,500 **SEE ITEM 4
Kathleen D. Bryson : 142,500 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
R. Craig Bryson : 5,098,747 **SEE ITEM 4
Kathleen D. Bryson : 2,620,623 **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)
R. Craig Bryson : 13.6%
Kathleen D. Bryson : 7.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
R. Craig Bryson : IN
Kathleen D. Bryson : 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 R. Craig Bryson and Kathleen D.
Bryson (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.
R. Craig Bryson
(a) R. Craig Bryson beneficially owns or may be deemed to
beneficially own 5,098,747 shares of Class A Common Stock as
follows: 1,243,007 shares of Class A Common Stock, and 3,855,740
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 R. Craig Bryson 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 5,098,747 shares of Common Stock
referenced above: 657,503 shares of Class A Common Stock and
1,963,120 shares of Class B Common Stock held by his wife,
Kathleen D. Bryson; 34,000 shares of Class A Common Stock and
33,500 shares of Class B Common Stock held indirectly as a
co-trustee of The Bryson Foundation; and 38,000 shares of Class A
Common Stock and 37,000 shares of Class B Common Stock held
indirectly as a co-trustee for The Bryson 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 3,855,740 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned
by him, R. Craig Bryson would beneficially own or may be deemed
to beneficially own 5,098,747 shares of Class A Common Stock
which would constitute 13.6% of the number of shares of the then
outstanding Class A Common Stock.
Page 3 of 6 Pages
<PAGE>
SCHEDULE 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 3,855,740
shares of Class B Common Stock beneficially owned or that may be
deemed to be beneficially owned by R. Craig Bryson, he would
beneficially own or may be deemed to beneficially own 5,098,747
shares of Class A Common Stock which would constitute 0.9% of the
aggregate voting power of the Issuer.
Assuming no conversion of the outstanding 3,855,740 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by R. Craig Bryson, he would beneficially
own or may be deemed to beneficially own 1,243,007 shares of
Class A Common Stock and 3,855,740 shares of Class B Common Stock
which would constitute 6.8% of the aggregate voting power of the
Issuer and 5.8% 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 1,892,620 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by R. Craig Bryson, with respect to which
he has sole power to vote or direct the vote, R. Craig Bryson
would have sole power to vote or direct the vote of 2,478,124
shares of Class A Common Stock held directly.
(ii)Assuming conversion of all outstanding 1,963,120 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by R. Craig Bryson, with respect to which
he has shared power to vote or direct the vote, R. Craig Bryson
would have shared power to vote or direct the vote of 2,620,623
shares of Class A Common Stock as follows: 2,478,123 shares of
Class A Common Stock held by his wife, Kathleen D. Bryson; 67,500
shares of Class A Common Stock held indirectly as a co-trustee of
The Bryson Foundation; and 75,000 shares of Class A Common Stock
held indirectly as a co-trustee of The Bryson Fixed Charitable
Trust.
(iii)Assuming conversion of all outstanding 1,892,650 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by R. Craig Bryson, with respect to which
he has sole power to dispose or direct the disposition, R. Craig
Bryson would have sole power to dispose or direct the disposition
of 2,478,124 shares of Class A Common Stock held directly.
(iv)Assuming conversion of all outstanding 1,963,120 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by R. Craig Bryson, with respect to which
he has shared power to dispose or direct the disposition, R.
Craig Bryson would have shared power to dispose or direct the
disposition of 2,620,623 shares of Class A Common Stock as
follows: 1,963,120 shares of Class A Common Stock held by his
wife, Kathleen D. Bryson; 67,500 shares of Class A Common Stock
held indirectly as a co-trustee of The Bryson Foundation; and
75,000 shares of Class A Common Stock held indirectly as a
co-trustee of The Bryson Fixed Charitable Trust.
Kathleen D. Bryson:
(a) Kathleen D. Bryson beneficially owns or may be deemed to
beneficially own 2,620,623 shares of Class A Common Stock as
follows: 657,503 shares of Class A Common Stock, and 1,963,120
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 Kathleen D. Bryson 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 2,620,623 shares of Common
Stock referenced above: 34,000 shares of Class A Common Stock and
33,500 shares of Class B Common Stock held indirectly as a
co-trustee of The Bryson Foundation; and 38,000 shares of Class A
Common Stock and 37,000 shares of Class B Common Stock held
indirectly as a co-trustee for The Bryson 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
Page 4 of 6 Pages
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SCHEDULE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
a Permitted Transferee as defined in the Amended and Restated
Certificate of Incorporation of the Issuer. Assuming conversion
of all outstanding 1,963,120 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned
by her, Kathleen D. Bryson would beneficially own or may be
deemed to beneficially own 2,620,623 shares of Class A Common
Stock which would constitute 7.3% 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 1,963,120
shares of Class B Common Stock beneficially owned or that may be
deemed to be beneficially owned by Kathleen D. Bryson, she would
beneficially own or may be deemed to beneficially own 2,620,623
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 1,963,120 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Kathleen D. Bryson, she would
beneficially own or may be deemed to beneficially own 657,503
shares of Class A Common Stock and 1,963,120 shares of Class B
Common Stock which would constitute 3.5% of the aggregate voting
power of the Issuer and 3.0% 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 1,892,620 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Kathleen D. Bryson, with respect to
which she has sole power to vote or direct the vote, Kathleen D.
Bryson would have sole power to vote or direct the vote of
2,478,123 shares of Class A Common Stock held directly.
(ii)Assuming conversion of all outstanding 70,500 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kathleen D. Bryson, with respect to which
she has shared power to vote or direct the vote, Kathleen D.
Bryson would have shared power to vote or direct the vote of
142,500 shares of Class A Common Stock as follows: 67,500 shares
of Class A Common Stock held indirectly as a co-trustee of The
Bryson Foundation; and 75,000 shares of Class A Common Stock held
indirectly as a co-trustee of The Bryson Fixed Charitable Trust.
(iii)Assuming conversion of all outstanding 1,892,620 shares of
Class B Common Stock beneficially owned or that may be deemed to
be beneficially owned by Kathleen D. Bryson, with respect to
which she has sole power to dispose or direct the disposition,
Kathleen D. Bryson would have sole power to vote or direct the
vote of 2,478,123 shares of Class A Common Stock held directly.
(iv)Assuming conversion of all outstanding 70,500 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kathleen D. Bryson, with respect to which
she has shared power to vote or direct the vote, Kathleen D.
Bryson would have shared power to dispose or direct the
disposition of 142,500 shares of Class A Common Stock as follows:
67,500 shares of Class A Common Stock held indirectly as a
co-trustee of The Bryson Foundation; and 75,000 shares of Class A
Common Stock held indirectly as a co-trustee of The Bryson Fixed
Charitable Trust.
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.
Page 5 of 6 Pages
<PAGE>
SCHEDULE 13G (AMENDMENT NO. 2)
CUSIP NO. 67018T-10-5
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.
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/ R. Craig Bryson
By: R. Craig Bryson
Dated: February 12, 1999
/s/ Kathleen D. Bryson
By: Kathleen D. Bryson
Dated: February 12, 1999
Page 6 of 6 Pages
