-----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, WC37HoJAirXMzpzTjTJDSSWzWCDu4/Di3xOGT6KfxyTpFABkqD5hvAEhYmrAEXgY b4y/Pp4WexOftCruOKKtmQ== 0001137439-07-000262.txt : 20070710 0001137439-07-000262.hdr.sgml : 20070710 20070710172817 ACCESSION NUMBER: 0001137439-07-000262 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070710 DATE AS OF CHANGE: 20070710 GROUP MEMBERS: NATIONWIDE FUND ADVISORS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHYSICIANS FORMULA HOLDINGS, INC. CENTRAL INDEX KEY: 0001269871 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 200340099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82619 FILM NUMBER: 07972821 BUSINESS ADDRESS: STREET 1: 1055 WEST 8TH STREET CITY: AZUSA STATE: CA ZIP: 91702 BUSINESS PHONE: 626-334-3395 MAIL ADDRESS: STREET 1: 1055 WEST 8TH STREET CITY: AZUSA STATE: CA ZIP: 91702 FORMER COMPANY: FORMER CONFORMED NAME: PFI HOLDINGS CORP DATE OF NAME CHANGE: 20031112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GARTMORE SA CAPITAL TRUST CENTRAL INDEX KEY: 0001259952 IRS NUMBER: 526969856 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1200 RIVER RD STREET 2: STE 1000 CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 4845301300 SC 13G 1 nationsc13gphy071007.htm Physicians Schedule 13G as filed July 10, 2007 

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934



                        Physicians Formula Holdings, Inc.
                                (Name of Issuer)

                          Common Stock, $.01 Par Value
                         (Title of Class of Securities)

                                    719427106
                                 (CUSIP Number)


                                  June 30, 2007
             (Date of Event Which Required Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [X] Rule 13d-1(b)

         [ ]  Rule 13d-1(c)

         [ ]  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
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).





CUSIP No. - 719427106

1    NAME OF REPORTING PERSON:

                                Nationwide SA Capital Trust

     I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

                                52-6969856

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

         (a)      /_/
         (b)      /_/

3    SEC USE ONLY

4    CITIZENSHIP OR PLACE OF ORGANIZATION:

                                Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5    SOLE VOTING POWER          0


6    SHARED VOTING POWER        779,875


7    SOLE DISPOSITIVE POWER     0


8    SHARED DISPOSITIVE POWER   779,875


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                779,875

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /_/

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                5.60%

12   TYPE OF REPORTING PERSON
                                IA





CUSIP No. - 719427106

1    NAME OF REPORTING PERSON:

                                Nationwide Fund Advisors

     I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

                                52-6969857

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

         (a)      /_/
         (b)      /_/

3    SEC USE ONLY

4    CITIZENSHIP OR PLACE OF ORGANIZATION:

                                Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5    SOLE VOTING POWER          0


6    SHARED VOTING POWER        841,070


7    SOLE DISPOSITIVE POWER     0


8    SHARED DISPOSITIVE POWER   841,070


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                841,070

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /_/

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                6.04%

12   TYPE OF REPORTING PERSON
                                IA





Item 1.

          (a)  Name of Issuer: Physicians Formula Holdings, Inc.

          (b)  Address of Issuer's  Principal  Executive  Office:  1055 West 8th
               Street, Azusa, CA 91702

Item 2.

          (a)  Name of Person Filing:  Nationwide SA Capital Trust ("NSACT") and
               Nationwide Fund Advisors ("NFA")

          (b)  Address of Principal Business Office or, if none, Residence:

          NSACT:            5 Tower Bridge
                            300 Barr Harbor, Suite 300
                            Conshohocken, PA  19428

          NFA:              1200 River Road
                            Suite 1000
                            Conshohocken, PA  19428

          (c)  Citizenship: Delaware

          (d)  Title of the Class of Securities: Common Stock, $.01 par value

          (e)  CUSIP number: 719427106


Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:

          (a)  [ ] Broker or dealer  registered  under section 15 of the Act (15
               U.S.C. 78o).

          (b)  [ ] Bank as  defined  in  section  3(a)(6)  of the Act (15 U.S.C.
               78c).

          (c)  [ ] Insurance  company as defined in section  3(a)(19) of the Act
               (15 U.S.C. 78c).

          (d)  [  ]  Investment  company  registered  under  section  8  of  the
               Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e)  [X]  An  investment   adviser  in  accordance  with   §240.13d-
               1(b)(1)(ii)(E);

          (f)  [ ] An employee  benefit  plan or  endowment  fund in  accordance
               with §240.13d-1(b)(1)(ii)(F);

          (g)  [ ] A parent  holding  company  or control  person in  accordance
               with §240.13d-1(b)(1)(ii)(G);

          (h)  [ ] A savings  association  as  defined  in  Section  3(b) of the
               Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i)  [ ] A church  plan that is  excluded  from the  definition  of an
               investment  company  under  section  3(c)(14)  of the  Investment
               Company Act of 1940 (15 U.S.C. 80a-3);

          (j)  [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4. Ownership

     In accordance with Securities and Exchange  Commission Release No. 34-39538
(Jan. 12, 1998),  this statement on Schedule 13G is being filed by NSACT and NFA
as a  separate  business  unit or  division  of their  ultimate  parent  entity,
Nationwide  Mutual  Insurance  Company.  NSACT  and NFA,  acting  as a  separate
business unit or division for purposes of Regulation 13D-G,  exercise voting and
investment  powers  independently  from other  business  units or  divisions  of
Nationwide Mutual Insurance Company.

     The securities  reported herein are beneficially  owned by one or more open
or closed-end  investment  companies or other managed accounts which are advised
by NSACT  and  NFA,  each of which is a  registered  investment  adviser.  NSACT
disclosures   include   securities   advised  by  its  indirect   majority-owned
subsidiary,  NorthPointe Capital, LLC ("NorthPointe"),  a registered  investment
adviser.  Consistent with Rule 13d-4 under the Securities  Exchange Act of 1934,
this  Schedule 13G shall not be construed as an admission  that NSACT or NFA, or
any other person,  is the  beneficial  owner of any  securities  covered by this
statement.

               a.   Amount beneficially owned:                         1,620,945

               b.   Percent of class                                      11.64%

               c.   Number of shares as to which such person has:

     i.   Sole power to vote or to direct the vote:                            0

     ii.  Shared power to vote or to direct the vote:                  1,620,945

     iii. Sole power to dispose or to direct the disposition of:               0

     iv.  Shared power to dispose or to direct the disposition of:     1,620,945

Item 5.  Ownership of Five Percent or Less of a Class

                  N/A

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

     The clients of NSACT, NFA, and NorthPointe,  including investment companies
registered under the Investment  Company Act of 1940 and other managed accounts,
have the right to receive  dividends  from as well as the proceeds from the sale
of such  securities  reported  on in this  statement.  As of June 30,  2007,  no
client's interest related to more than 5%.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company

          N/A

Item 8. Identification and Classification of Members of the Group

          N/A

Item 9. Notice of Dissolution of Group

          N/A

Item 10. Certification

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred to above were  acquired  and are held in the  ordinary
course of business  and were not acquired and are not held for the purpose of or
with the effect of  changing  or  influencing  the  control of the issuer of the
securities  and were not  acquired and are not held in  connection  with or as a
participant in any transaction having that purpose or effect.





SIGNATURES

     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.



                                       NATIONWIDE SA CAPITAL TRUST



                                    By:/s/Gerald J. Holland
                                       Name:    Gerald J. Holland
                                       Title:   Senior Vice President
                                       Date:    July 10, 2007





                                       NATIONWIDE FUND ADVISORS



                                    By:/s/Gerald J. Holland
                                       Name:    Gerald J. Holland
                                       Title:   Senior Vice President
                                       Date:    July 10, 2007
EX-1 2 exhibit1.htm Exhibit 1 

                             JOINT FILING AGREEMENT

     In accordance with Rule  13d-1(k)(1)  under the Securities Act of 1934, the
undersigned  hereby  agree to the joint  filing with each other of the  attached
statement on Schedule 13G and to all  amendments to such statement and that such
statement  and all  amendments  to such  statement  is made on behalf of each of
them.

     IN WITNESS WHEREOF,  the undersigned  hereby execute this Agreement on July
10, 2007.




                                       NATIONWIDE SA CAPITAL TRUST



                                    By:/s/Gerald J. Holland
                                       Name:    Gerald J. Holland
                                       Title:   Senior Vice President





                                       NATIONWIDE FUND ADVISORS



                                    By:/s/Gerald J. Holland
                                       Name:    Gerald J. Holland
                                       Title:   Senior Vice President
-----END PRIVACY-ENHANCED MESSAGE-----