UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Nu Skin Enterprises, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
67018T-10-5
(CUSIP Number)
December 31, 1999
(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>
SCHEDULE 13G/A (AMENDMENT NO. 3)
CUSIP NO. 67018T-10-5
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Steven J. Lund
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
Steven J. Lund : United States of America
5 SOLE VOTING POWER
NUMBER OF Steven J. Lund : 1,716,349 **SEE ITEM 4
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Steven J. Lund : 1,794,156 **SEE ITEM 4
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH: Steven J. Lund : 1,716,349 **SEE ITEM 4
8 SHARED DISPOSITIVE POWER
Steven J. Lund : 1,794,156 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Steven J. Lund : 3,510,505 **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)
Steven J. Lund : 10.1%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Steven J. Lund : IN
Page 2 of 7 Pages
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SCHEDULE 13G/A (AMENDMENT NO. 3)
CUSIP NO. 67018T-10-5
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Kalleen Lund
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
Kalleen Lund : United States of America
5 SOLE VOTING POWER
NUMBER OF Kalleen Lund : 1,613,585 **SEE ITEM 4
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Kalleen Lund : 180,571 **SEE ITEM 4
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH Kalleen Lund : 1,613,585 **SEE ITEM 4
8 SHARED DISPOSITIVE POWER
Kalleen Lund : 180,571 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Kalleen Lund : 1,794,156 **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)
Kalleen Lund : 5.4%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Kalleen Lund : IN
PAGE 3 OF 7
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SCHEDULE 13G/A (AMENDMENT NO. 3)
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 Steven J. Lund and Kalleen Lund, husband
and wife (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.
Steven J. Lund
(a) Steven J. Lund beneficially owns or may be deemed to beneficially
own 3,510,505 shares of Class A Common Stock as follows: 832,420
shares of Class A Common Stock, and 2,678,085 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 at any time at
the option of the holder. The filing of the above statement shall not
be construed as an admission that Steven J. Lund 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 3,510,505 shares of Class A Common Stock referenced
above: 353,710 shares of Class A Common Stock and 1,259,875 shares of
Class B Common Stock held directly by his wife, Kalleen Lund; 50,000
shares of Class A Common Stock and 55,571 shares of Class B Common
Stock held indirectly as a co-trustee for The Steven J. and Kalleen
Lund Foundation; 75,000 shares of Class A Common Stock held indirectly
as a co-trustee for The Steven and Kalleen Lund Fixed Charitable
Trust; and 102,763 shares of Class B Common Stock held indirectly as
the sole trustee for The C and K 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 2,678,085 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by him, Steven J. Lund would beneficially own or
Page 4 of 7
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SCHEDULE 13G/A (AMENDMENT NO. 3)
CUSIP NO. 67018T-10-5
may be deemed to beneficially own 3,510,505 shares of Class A Common
Stock which would constitute 10.1% 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 2,678,085 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned by
Steven J. Lund, he would beneficially own or may be deemed to
beneficially own 3,510,505 shares of Class A Common Stock which would
constitute 0.6% of the aggregate voting power of the Issuer.
Assuming no conversion of the outstanding 2,678,085 shares of Class B
Common Stock beneficially owned or deemed to be beneficially owned by
Steven J. Lund, he would beneficially own or be deemed to beneficially
own 832,420 shares of Class A Common Stock and 2,678,085 shares of
Class B Common Stock which would constitute 4.8% of the aggregate
voting power of the Issuer and 4.1% 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 1,362,639 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Steven J. Lund, with respect to which he has
sole power to vote or direct the vote, Steven J. Lund would have sole
power to vote or direct the vote of 1,716,349 shares of Class A Common
Stock as follows: 1,613,586 shares of Class A Common Stock held
directly; and 102,763 shares of Class A Common Stock held indirectly
as the sole trustee for The C and K Trust.
(ii) Assuming conversion of all outstanding 1,315,446 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Steven J. Lund, with respect to which he has
shared power to vote or direct the vote, Steven J. Lund would have
shared power to vote or direct the vote of 1,794,156 shares of Class A
Common Stock as follows: 1,613,585 shares of Class A Common Stock held
directly by his wife, Kalleen Lund; 105,571 shares of Class A Common
Stock held indirectly as a co-trustee of The Steven J. and Kalleen
Lund Foundation; and 75,000 shares of Class A Common Stock held
indirectly as a co-trustee of The Steven and Kalleen Lund Fixed
Charitable Trust.
(iii) Assuming conversion of all outstanding 1,362,639 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Steven J. Lund, with respect to which he has
sole power to dispose or direct the disposition, Steven J. Lund would
have sole power to dispose or direct the disposition of 1,716,349
shares of Class A Common Stock as follows: 1,613,586 shares of Class A
Common Stock held directly; and 102,763 shares of Class A Common Stock
held indirectly as the sole trustee for The C and K Trust.
(iv) Assuming conversion of all outstanding 1,315,446 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Steven J. Lund, with respect to which he has
shared power to dispose or direct the disposition, Steven J. Lund
would have shared power to dispose or direct the disposition of
1,794,156 shares of Class A Common Stock as follows: 1,613,585 shares
of Class A Common Stock held directly by his wife, Kalleen Lund;
105,571 shares of Class A Common Stock held indirectly as a co-trustee
of The Steven J. and Kalleen Lund Foundation; and 75,000 shares of
Class A Common Stock held indirectly as a co-trustee of The Steven and
Kalleen Lund Fixed Charitable Trust.
Kalleen Lund:
(a) Kalleen Lund beneficially owns or may be deemed to beneficially
own 1,794,156 shares of Class A Common Stock as follows: 478,710
shares of Class A Common Stock and 1,315,446 shares of Class B Common
Stock, which may be converted on a one-for-one basis at any time at
the option of the holder. The filing of the above statement shall not
be construed as an admission that Kalleen Lund is, for the purposes
Page 5 of 7
<PAGE>
SCHEDULE 13G/A (AMENDMENT NO. 3)
CUSIP NO. 67018T-10-5
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 1,794,156 shares of Class A Common Stock referenced
above: 50,000 shares of Class A Common Stock and 55,571 shares of
Class B Common Stock held indirectly as a co-trustee of The Steven J.
and Kalleen Lund Foundation; and the 75,000 shares of Class A Common
Stock held indirectly as a co-trustee of The Steven and Kalleen Lund
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 1,315,446 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kalleen Lund, she would beneficially own or may
be deemed to beneficially own 1,794,156 shares of Class A Common Stock
which would constitute 5.4% 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 1,315,446 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned by
Kalleen Lund, she would beneficially own or may be deemed to
beneficially own 1,794,156 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 1,315,446 shares of Class B
Common Stock beneficially owned or deemed to be beneficially owned by
Kalleen Lund, she would beneficially own or be deemed to beneficially
own 478,710 shares of Class A Common Stock and 1,315,446 shares of
Class B Common Stock which would constitute 2.4% of the aggregate
voting power of the Issuer and 2.1% 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 1,259,875 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kalleen Lund, with respect to which she has sole
power to vote or direct the vote, Kalleen Lund would have sole power
to vote or direct the vote of 1,613,585 shares of Class A Common Stock
held directly.
(ii) Assuming conversion of all outstanding 55,571 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kalleen Lund, with respect to which she has
shared power to vote or direct the vote, Kalleen Lund would have
shared power to vote or direct the vote of 180,571 as follows: 105,571
shares of Class A Common Stock held indirectly as a co-trustee of The
Steven J. and Kalleen Lund Foundation; and 75,000 shares of Class A
Common Stock held indirectly as a co-trustee of The Steven and Kalleen
Lund Fixed Charitable Trust.
(iii) Assuming conversion of all outstanding 1,259,875 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kalleen Lund, with respect to which she has sole
power to dispose or direct the disposition Kalleen Lund would have
sole power to dispose or direct the disposition of 1,613,585 shares of
Class A Common Stock held directly.
(iv) Assuming conversion of all outstanding 55,571 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kalleen Lund, with respect to which she has
shared power to dispose or direct the disposition, Kalleen Lund would
have shared power to dispose or direct the disposition of 180,571 as
follows: 105,571 shares of Class A Common Stock held indirectly as a
co-trustee of The Steven J. and Kalleen Lund Foundation; and 75,000
shares of Class A Common Stock held indirectly as a co-trustee of The
Steven and Kalleen Lund Fixed Charitable Trust.
Page 6 of 7
<PAGE>
SCHEDULE 13G/A (AMENDMENT NO. 3)
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
Not applicable.
Item 9. Notice of Dissolution of Group Not applicable.
Item 10. Certification
Not applicable.
The undersigned by signing below hereby confirm this joint filing is being made
on behalf of each of them.
Page 6 of 7
<PAGE>
SCHEDULE 13G/A (AMENDMENT NO. 3)
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/ Steven J. Lund
By: Steven J. Lund
Dated: February 10, 2000
/s/ Kalleen Lund
By: Kalleen Lund
Dated: February 10, 2000
Page 7 of 7
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