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Page 1 of 11 Pages
Exhibit Index Appears on Page 10
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
--
NATURE'S SUNSHINE PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, without par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
639027101
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Thomas W. Smith
323 Railroad Avenue
Greenwich, CT 06830
203-661-1200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 8, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP NO. 639027101 PAGE 2 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Smith
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 (Funds of Managed Accounts), PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 121,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,270,245
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
121,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,270,245
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,391,245
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 639027101 Page 3 of 11 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas N. Tryforos
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 (Funds of Managed Accounts), PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 6,022
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,270,245
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
6,022
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,270,245
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,276,267
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 4 of 11 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, without par value
(the "Common Stock") of Nature's Sunshine Products, Inc., a Utah corporation
whose principal executive offices are located at 75 East 1700 South, Provo, Utah
84606.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (f) This statement is filed jointly by Thomas W. Smith
and Thomas N. Tryforos (the "Reporting Persons"), each of whom is a private
investment manager with a business address at 323 Railroad Avenue, Greenwich,
Connecticut 06830. The filing of this statement shall not be deemed to be an
admission that the Reporting Persons comprise a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. During the
last five years, neither of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) nor
has either of the Reporting Persons been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Each of the Reporting Persons is a citizen of the United States.
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Page 5 of 11 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
An aggregate of $28,500,303.51 of the funds of the
Managed Accounts (as hereinafter defined), $2,091,191.80 of
the personal funds of Mr. Smith, and $132,940.83 of the
personal funds of Mr. Tryforos were used to purchase the
shares reported herein.
ITEM 4. PURPOSE OF TRANSACTION.
As set forth in Item 5, Mr. Smith beneficially owns 1,291,245
shares of Common Stock in his capacity as investment manager for certain managed
accounts (the "Managed Accounts"), and Mr. Tryforos beneficially owns 1,270,245
shares in his capacity as investment manager for four of the Managed Accounts.
In addition, Mr. Smith owns 100,000 shares of Common Stock for his own account
and Mr. Tryforos owns 6,022 shares of Common Stock for his own account (the
"Personal Shares"). The Managed Accounts consist of three private investment
limited partnerships of which each of the Reporting Persons is a general
partner, an employee profit-sharing plan of a corporation of which Mr. Smith is
the sole stockholder (for which the two Reporting Persons are trustees), a
private investment general partnership of which Mr. Smith is a general partner,
and a family member of Mr. Smith. Each of the Reporting Persons has acquired
beneficial ownership of the Managed Accounts' Shares for the purpose of
achieving the investment policies of the Managed Accounts; and Mr. Smith and Mr.
Tryforos have acquired their respective Personal Shares for investment purposes.
Depending upon market conditions, evaluation of
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Page 6 of 11 Pages
alternative investments, and such other factors as he may consider relevant,
each of the Reporting Persons may purchase or sell shares of Common Stock for
the Managed Accounts or other managed accounts or for his own account if
appropriate opportunities to do so are available, on such terms and at such
times as such Reporting Person considers desirable. Subject to the foregoing,
neither of the Reporting Persons has any present plans or proposals which relate
to or would result in any of the actions or events enumerated in clauses (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage (based upon
information included in the Form 10-Q filed by the issuer for the quarter ended
September 30, 1996 that 18,977,889 shares of Common Stock were outstanding as of
October 31, 1996) of shares of Common Stock beneficially owned by each of the
Reporting Persons is as follows: Mr. Smith -- 1,391,245 shares (7.4%); Mr.
Tryforos -- 1,276,267 shares (6.7%). All of such shares are held in the Managed
Accounts, except for Personal Shares.
(b) Mr. Smith has the sole power to vote or to direct the vote
and sole power to dispose or to direct the disposition of 121,000 shares of
Common Stock. Mr. Tryforos has the sole power with respect to 6,022 shares of
Common Stock. Each of the Reporting Persons has shared power to vote or to
direct the vote and shared power to dispose or to direct the disposition of
1,270,245 shares of Common Stock.
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Page 7 of 11 Pages
(c) During the 60 days preceding the date hereof, the
Reporting Persons purchased an aggregate of 1,291,245 shares of Common Stock on
behalf of the Managed Accounts in open market transactions on the
over-the-counter market as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
DATE OF PURCHASE PURCHASED PRICE PER SHARE
- ---------------- ----------------- ---------------
<S> <C> <C>
9/26/96 11,000 $17.00
10/8/96 74,000 21.1210
10/9/96 24,000 21.3438
10/9/96 3,845 21.3750
10/10/96 30,000 21.7080
10/10/96 8,600 21.8009
10/11/96 13,900 22.7370
10/11/96 7,000 22.8214
10/14/96 17,500 22.9640
10/14/96 26,400 22.8778
10/15/96 61,200 23.6786
10/15/96 15,000 23.7708
10/16/96 23,500 23.5000
10/17/96 10,000 23.4680
10/18/96 39,000 22.1939
10/18/96 86,500 22.1168
10/21/96 34,400 22.4181
10/22/96 3,400 22.1471
10/23/96 10,000 22.2500
10/23/96 13,400 22.1763
10/24/96 10,000 22.5625
10/24/96 56,400 22.5563
10/25/96 10,000 22.5000
10/30/96 7,400 20.6047
10/31/96 8,400 20.7396
11/1/96 89,000 23.0660
11/4/96 5,000 22.3750
11/4/96 18,000 22.3687
11/5/96 10,000 21.4019
11/5/96 38,800 21.6650
11/6/96 19,500 21.2110
11/7/96 93,500 21.0220
11/8/96 27,500 21.0970
11/8/96 11,900 21.1250
11/11/96 20,500 21.8750
11/11/96 79,000 21.7360
11/12/96 102,600 22.0900
11/12/96 146,100 22.0366
11/13/96 15,000 22.1250
11/15/96 10,000 20.4587
</TABLE>
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In addition, Mr. Smith purchased 12,600 shares on October 2, 1996, 14,500 shares
on October 3, 1996, 19,000 shares on October 7, 1996 and 53,900 shares on
October 12, 1996 at prices of $18.6176, $19.1828, $20.2993 and $22.0366 per
share, respectively, and Mr. Tryforos purchased 1,622 shares on November 12,
1996 at $21.9375 per share and 4,400 shares on November 12, 1996 at $22.0900 per
share.
(d) The Managed Accounts have the right to receive dividends
from, and the proceeds from the sale of, the Managed Accounts' Shares.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as otherwise set forth in this statement, there are no
contracts, arrangements, understandings or relationships between any of the
Reporting Persons and any other person with respect to any securities of the
issuer, including any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any securities of the issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement relating to the joint filing of Statement on
Schedule 13D dated November 18, 1996 as required by Rule 13d-1(f).
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Page 9 of 11 Pages
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.
Date: November 18, 1996
/s/ Thomas W. Smith
_____________________________________
Thomas W. Smith
/s/ Thomas N. Tryforos
_____________________________________
Thomas N. Tryforos
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Page 10 of 11 Pages
EXHIBIT INDEX
SEQUENTIALLY
DOCUMENT NUMBERED PAGE
- -------- -------------
99.1 Agreement relating to the joint 11
filing of Statement on Schedule
13D dated November 18, 1996 as
required by Rule 13d-1(f).
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Page 11 of 11 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned agree that the foregoing Statement on Schedule
13D, dated November 18, 1996 is being filed with the Securities and Exchange
Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f).
Dated: November 18, 1996
/s/ Thomas W. Smith
_____________________________________
Thomas W. Smith
/s/ Thomas N. Tryforos
_____________________________________
Thomas N. Tryforos
