-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PkUkA3kOP3r80aFy95sJ74nLMvh5/Te+8cRW5boEbXgcoGuA1LEz7V6Wmo9XOoNe 28SizvpMHdi4ZuVR15qFug== 0001033932-00-000002.txt : 20000214 0001033932-00-000002.hdr.sgml : 20000214 ACCESSION NUMBER: 0001033932-00-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NU SKIN ENTERPRISES INC CENTRAL INDEX KEY: 0001021561 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 870565309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-49939 FILM NUMBER: 536614 BUSINESS ADDRESS: STREET 1: 75 WEST CENTER ST CITY: PROVO STATE: UT ZIP: 84601 BUSINESS PHONE: 8013456100 MAIL ADDRESS: STREET 1: 75 WEST CENTER ST CITY: PROVO STATE: UT ZIP: 84606 FORMER COMPANY: FORMER CONFORMED NAME: NU SKIN ASIA PACIFIC INC DATE OF NAME CHANGE: 19960919 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TILLOTSON SANDRA CENTRAL INDEX KEY: 0001033932 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 75 WEST CENTER STREET CITY: PROVO STATE: UT ZIP: 84601 SC 13G/A 1 AMENDMENT 3 SANDRA TILLOTSON 13G/A 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 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). Sandra N. Tillotson 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 United States of America 5 SOLE VOTING POWER NUMBER OF 9,469,469 **SEE ITEM 4 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 45,000 **SEE ITEM 4 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 9,469,469 **SEE ITEM 4 8 SHARED DISPOSITIVE POWER 45,000 **SEE ITEM 4 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,514,469 **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) 24.4% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN Page 2 of 6 Pages 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 Sandra N. Tillotson (the "Reporting Person"). (b) Address of Principal Business Office or, if none, Residence The address of the Reporting Person's principal business office is 75 West Center Street, Provo, Utah 84601. (c) Citizenship The Reporting Person is a citizen 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. (a) The Reporting Person beneficially owns or may be deemed to beneficially own 9,514,469 shares of Class A Common Stock as follows: 2,546,912 shares of Class A Common Stock, and 6,967,557 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 Sandra N. Tillotson 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 9,514,469 shares of Common Stock referenced above: 25,000 shares of Class A Common Stock and 20,000 shares of Class B Common Stock held indirectly as a co-trustee of The Sandra N. Tillotson Foundation; 500,000 shares of Class B Common Stock held indirectly as the manager of CST Rhino Company, L.C.; and 250,000 shares of Class A Common Stock held indirectly as the sole trustee of The Sandra N. Tillotson 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 6,967,557 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by her, the Reporting Person would beneficially own or may be deemed to beneficially own 9,514,469 shares of Class A Common Stock which would constitute 24.4% 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 Page 3 of 6 SCHEDULE 13G/A (AMENDMENT NO. 3) CUSIP NO. 67018T-10-5 such matter, including the election of directors. Assuming conversion of all outstanding 6,967,557 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, she would beneficially own or may be deemed to beneficially own 9,514,469 shares of Class A Common Stock which would constitute 1.8% of the aggregate voting power of the Issuer. Assuming no conversion of the outstanding 6,967,557 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, she would beneficially own or may be deemed to beneficially own 2,546,912 shares of Class A Common Stock and 6,967,557 shares of Class B Common Stock which would constitute 12.5% of the aggregate voting power of the Issuer and 11.0% 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 6,947,557 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, with respect to which she has sole power to vote of direct the vote, the Reporting Person would have sole power to vote or direct the vote of 9,469,469 shares of Class A Common Stock as follows: 8,719,469 shares of Class A Common Stock held directly; 500,000 shares of Class A Common Stock held indirectly as the manager of CST Rhino Company, L.C.; and 250,000 shares of Class A Common Stock held indirectly as the sole trustee of The Sandra N. Tillotson Fixed Charitable Trust. (ii) Assuming conversion of all outstanding 20,000 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, with respect to which she has shared power to vote or direct the vote, the Reporting Person would have shared power to vote or direct the vote of 45,000 shares of Class A Common Stock as follows: 45,000 shares of Class A Common Stock held indirectly as a trustee of The Sandra N. Tillotson Foundation. (iii) Assuming conversion of all outstanding 6,947,557 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, with respect to which she has sole power to dispose of direct the disposition, the Reporting Person would have sole power to dispose or direct the disposition of 9,469,469 shares of Class A Common Stock as follows: 8,719,469 shares of Class A Common Stock held directly; 500,000 shares of Class A Common Stock held indirectly as the manager of CST Rhino Company, L.C.; and 250,000 shares of Class A Common Stock held indirectly as the sole trustee of The Sandra N. Tillotson Fixed Charitable Trust. (iv) Assuming conversion of all outstanding 20,000 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, with respect to which she has shared power to dispose or direct the disposition, the Reporting Person would have shared power to dispose or direct the disposition of 45,000 shares of Class A Common Stock as follows: 45,000 shares of Class A Common Stock held indirectly as a trustee of The Sandra N. Tillotson 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 Not applicable. Page 4 of 6 Pages SCHEDULE 13G/A (AMENDMENT NO. 3) CUSIP NO. 67018T-10-5 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. Page 5 of 6 Pages 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/ Sandra N. Tillotson By: Sandra N. Tillotson Dated: February 10, 2000 Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----