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).
R. Craig 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
5 SOLE VOTING POWER
NUMBER OF R. Craig Bryson : 2,465,624 **SEE ITEM 4
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY R. Craig Bryson : 2,608,124 **SEE ITEM 4
EACH
REPORTI 7 SOLE DISPOSITIVE POWER
PERSON WITH: R. Craig Bryson : 2,465,624 **SEE ITEM 4
8 SHARED DISPOSITIVE POWER
R. Craig Bryson : 2,608,124 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
R. Craig Bryson : 5,073,748 **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 : 14.1%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
R. Craig Bryson : IN
Page 2 of 8 Pages
<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).
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
Kathleen D. Bryson : United States of America
5 SOLE VOTING POWER
NUMBER OF Kathleen D. Bryson : 2,465,624 **SEE ITEM 4
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Kathleen D. Bryson : 142,500 **SEE ITEM 4
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH Kathleen D. Bryson : 2,465,624 **SEE ITEM 4
8 SHARED DISPOSITIVE POWER
Kathleen D. Bryson : 142,500 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Kathleen D. Bryson : 2,608,124 **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)
Kathleen D. Bryson : 7.7%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Kathleen D. Bryson : IN
Page 2 of 8 Pages
<PAGE>
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 R. Craig Bryson and Kathleen D. Bryson,
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.
R. Craig Bryson
(a) R. Craig Bryson beneficially owns or may be deemed to beneficially
own 5,073,748 shares of Class A Common Stock as follows: 1,218,008
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 5,073,748 shares of
Common Stock referenced above: 573,004 shares of Class A Common Stock
and 1,892,620 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
Page 4 of 8 Pages
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SCHEDULE 13G/A (AMENDMENT NO. 3)
CUSIP NO. 67018T-10-5
or may be deemed to beneficially own 5,073,748 shares of Class A
Common Stock which would constitute 14.1% 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 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 5,073,748 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 1,218,008 shares of Class A Common
Stock and 3,855,740 shares of Class B Common Stock which would
constitute 6.9% of the aggregate voting power of the Issuer and 5.9%
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 2,465,624 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 2,608,124 shares of Class A
Common Stock as follows: 2,465,624 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 2,465,624
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
2,608,124 shares of Class A Common Stock as follows: 2,465,624 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 2,465,624 shares of Class A Common Stock as follows:
573,004 shares of Class A Common Stock, and 1,892,620 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
2,465,624 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
Page 5 of 8 Pages
<PAGE>
SCHEDULE 13G/A (AMENDMENT NO. 3)
CUSIP NO. 67018T-10-5
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 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 2,608,124 shares of Class A
Common Stock which would constitute 7.7% 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 2,608,124 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 645,004 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 2,465,624 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 2,465,624
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 thevote, 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.
Page 6 of 8 Pages
<PAGE>
SCHEDULE 13G/A (AMENDMENT NO. 3)
CUSIP NO. 67018T-10-5
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 7 of 8 Pages
<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/ R. Craig Bryson
By: R. Craig Bryson
Dated: February 10, 2000
/s/ Kathleen D. Bryson
By: Kathleen D. Bryson
Dated: February 10, 2000
Page 8 of 8 Pages
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