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).
Brooke B. 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
Brooke B. Roney : United States of America
5 SOLE VOTING POWER
Brooke B. Roney : 1,722,543 **SEE ITEM 4
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY Brooke B. Roney : 1,785,199 **SEE ITEM 4
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING Brooke B. Roney : 1,722,543 **SEE ITEM 4
PERSON WITH:
8 SHARED DISPOSITIVE POWER
Brooke B. Roney : 1,785,199 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Brooke B. Roney : 3,507,742 **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)
Brooke B. Roney : 10.1%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Brooke B. Roney : 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).
Denice R. 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
Denice R. Roney : United States of Americ
5 SOLE VOTING POWER
NUMBER OF Denice R. Roney : 1,722,542 **SEE ITEM 4
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED B Denice R. Roney : 62,657 **SEE ITEM 4
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH Denice R. Roney : 1,722,542 **SEE ITEM 4
8 SHARED DISPOSITIVE POWER
Denice R. Roney : 62,657 **SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Denice R. Roney : 1,785,199 **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)
Denice R. Roney : 5.4%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Denice R. Roney : IN
Page 3 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 Brooke B. Roney and Denice R. Roney,
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.
Brooke B. Roney
a) Brooke B. Roney beneficially owns or may be deemed to beneficially
own 3,507,742 shares of Class A Common Stock as follows: 832,420
shares of Class A Common Stock, and 2,675,322 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 Brooke
B. 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 3,507,742 shares of
Common Stock referenced above: 401,210 shares of Class A Common Stock
and 1,321,332 shares of Class B Common Stock held directly by his
wife, Denice R. Roney; and 30,000 shares of Class A Common Stock and
32,657 shares of Class B Common Stock held indirectly as a co-trustee
for The Brooke Brennan and Denice Renee 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 2,675,322 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by him, Brooke B. Roney would beneficially own or
may be deemed to beneficially own 3,507,742 shares of Class A Common
Stock which would constitute 10.1% of the number of shares of the then
outstanding Class A Common Stock.
Page 4 of 8 Pages
<PAGE>
SCHEDULE 13G/A (AMENDMENT NO. 3)
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 2,675,322 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned by
Brooke B. Roney, he would beneficially own or may be deemed to
beneficially own 3,507,742 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 2,675,322 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Brooke B. Roney, he would beneficially own or
may be deemed to beneficially own 832,420 shares of Class A Common
Stock and 2,675,322 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 1,321,333 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Brooke B. Roney, with respect to which he has
sole power to vote or direct the vote, Brooke B. Roney would have sole
power to vote or direct the vote of 1,722,543 shares of Class A Common
Stock held directly.
(ii) Assuming conversion of all outstanding 1,353,989 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Brooke B. Roney, with respect to which he has
shared power to vote or direct the vote, Brooke B. Roney would have
shared power to vote or direct the vote of 1,785,199 shares of Class A
Common Stock as follows: 1,722,542 shares of Class A Common Stock held
directly by his wife, Denice R. Roney; and 62,657 shares of Class A
Common Stock held indirectly as a co-trustee of The Brooke Brennan and
Denice Renee Roney Foundation.
(iii) Assuming conversion of all outstanding 1,321,333 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Brooke B. Roney, with respect to which he has
sole power to dispose or direct the disposition, Brooke B. Roney would
have sole power to dispose or direct the disposition of 1,722,543
shares of Class A Common Stock held directly.
(iv) Assuming conversion of all outstanding 1,353,989 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Brooke B. Roney, with respect to which he has
shared power to dispose or direct the disposition, Brooke B. Roney
would have shared power to dispose or direct the disposition of
1,785,199 shares of Class A Common Stock as follows: 1,722,542 shares
of Class A Common Stock held directly by his wife, Denice R. Roney;
and 62,657 shares of Class A Common Stock held indirectly as a
co-trustee of The Brooke Brennan and Denice Renee Roney Foundation.
Denice R. Roney:
(a) Denice R. Roney beneficially owns or may be deemed to beneficially
own 1,785,199 shares of Class A Common Stock as follows: 431,210
shares of Class A Common Stock and 1,353,989 shares of 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 Denice R. 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 1,785,199 shares of Common
Stock referenced above: 30,000 shares of Class A Common Stock and
32,657 shares of Class B Common Stock held indirectly as a co-trustee
of The Brooke Brennan and Denice Renee 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
Page 5 of 8 Pages
<PAGE>
SCHEDULE 13G/A (AMENDMENT NO. 3)
CUSIP NO. 67018T-10-5
the Issuer. Assuming conversion of all outstanding 1,353,989 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, she would beneficially own or
may be deemed to beneficially own 1,785,199 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 1,353,989 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned by
Denice R. Roney, she would beneficially own or may be deemed to
beneficially own 1,785,199 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 1,353,989 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, she would beneficially own or
may be deemed to beneficially own 431,210 shares of Class A Common
Stock and 1,353,989 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 1,321,332 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, with respect to which she has
sole power to vote or direct the vote, Denice R. Roney would have sole
power to vote or direct the vote of 1,722,542 shares of Class A Common
Stock held directly.
(ii) Assuming conversion of all outstanding 32,657 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, with respect to which she has
shared power to vote or direct the vote, Denice R. Roney would have
shared power to vote or direct the vote of 62,657 shares of Class A
Common Stock held indirectly as a co-trustee of The Brooke Brennan and
Denice Renee Roney Foundation.
(iii) Assuming conversion of all outstanding 1,321,332 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, with respect to which she has
sole power to dispose or direct the disposition, Denice R. Roney would
have sole power to dispose or direct the disposition of 1,722,542
shares of Class A Common Stock held directly.
(iv) Assuming conversion of all outstanding 32,657 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, with respect to which she has
shared power to dispose or direct the disposition, Denice R. Roney
would have shared power to dispose or direct the disposition of 62,657
shares of Class A Common Stock held indirectly as a co-trustee of The
Brooke Brennan and Denice Renee 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
Page 6 of 8 Pages
<PAGE>
SCHEDULE 13G/A (AMENDMENT NO. 3)
CUSIP NO. 67018T-10-5
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/ Brooke B.Roney
By: Brooke B. Roney
Dated: February 10, 2000
/s/ Denice R. Roney
By: Denice R. Roney
Dated: February 10, 2000
Page 8 of 8 Pages
<PAGE>
