-----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, Q+3taBExhLzZjDMyVf9G+oxfpsIrD5JRrRteCIgiuYNBVahfcjqBa6TtsDbEguaZ xmn3C8fyNfBSIu+AaVqgAA== 0001021561-98-000007.txt : 19980218 0001021561-98-000007.hdr.sgml : 19980218 ACCESSION NUMBER: 0001021561-98-000007 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NU SKIN ASIA PACIFIC INC CENTRAL INDEX KEY: 0001021561 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 870565309 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-49939 FILM NUMBER: 98543682 BUSINESS ADDRESS: STREET 1: 75 WEST CENTER ST CITY: PROVO STATE: UT ZIP: 84601 MAIL ADDRESS: STREET 1: 75 WEST CENTER ST CITY: PROVO STATE: UT ZIP: 84606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TILLOTSON CRAIG CENTRAL INDEX KEY: 0001033933 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 75 WEST CENTER STREET CITY: PROVO STATE: UT ZIP: 84601 SC 13G 1 CRAIG S. TILLOTSON 13G SCHEDULE 13G (AMENDMENT NO. 1) CUSIP No. 67018T-10-5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Nu Skin Asia Pacific, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 67018T-10-5 (CUSIP Number) *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 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). SL 36977.3 55711 00157 2/11/98 4:48 pm Page 1 of 7 Pages SCHEDULE 13G (AMENDMENT NO. 1) CUSIP No. 67018T-10-5 1 NAME OF REPORTING PERSON Craig S. Tillotson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATIO United States of America 5 SOLE VOTING POWE NUMBER OF 4,075,412**SEE ITEM 4 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 327,246**SEE ITEM 4 REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 4,075,412**SEE ITEM 4 8 SHARED DISPOSITIVE POWER 327,246**SEE ITEM 4 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,402,658**SEE ITEM 4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 24.8%**SEE ITEM 4 12 TYPE OF REPORTING PERSON IN - ------------- SL 36977.3 55711 00157 2/11/98 4:48 pm Page 2 of 7 Pages SCHEDULE 13G (AMENDMENT NO. 1) CUSIP No. 67018T-10-5 Item 1(a). Name of Issuer: The name of the Issuer is Nu Skin Asia Pacific, Inc. (the "Issuer"). Item 1(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 Craig S. Tillotson (the "Reporting Person"). Item 2(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. Item 2(c). Citizenship: The Reporting Person is a citizen of the United States of America. Item 2(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"). Item 2(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 is deemed to beneficially own 4,402,658 shares of Common Stock as follows: -0- shares of Class A Common Stock, and 4,402,658 shares of the Issuer's Class B Common Stock, par value $.001 per share (the "Class B Common Stock"). The Reporting Person disclaims beneficial ownership of the following: 112,500 shares of Class B Common Stock held indirectly by him as the sole trustee for The Craig S. Tillotson Fixed Charitable Trust; 1,000,000 shares of Class B Common Stock held indirectly by him as the manager of SNT Rhino Company, L.C.; 132,823 shares of Class B Common Stock held indirectly SL 36977.3 55711 00157 2/11/98 4:48 pm Page 3 of 7 Pages SCHEDULE 13G (AMENDMENT NO. 1) CUSIP No. 67018T-10-5 by him as a co-trustee for the DPN Trust; and 132,823, shares of Class B Common Stock held indirectly as co-trustee for The GNT 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 4,402,658 shares of Class B Common Stock beneficially owned or deemed to be beneficially owned by the Reporting Person, he would beneficially own or be deemed to beneficially own 4,402,658 shares of Class A Common Stock which would constitute 24.8% of the number of shares of then outstanding Class A Common Stock. This percentage assumes the exercise of the 1,605,000 vested options held by distributors of an affiliate of the Issuer. If such option shares were not included in the calculation of the of the percentage, the percentage would be 27.3%. This percentage does not give effect to the exercise of any other outstanding options of the Issuer. 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 4,402,658 shares of Class B Common Stock beneficially owned or deemed to be beneficially owned by the Reporting Person, he would beneficially own or be deemed to beneficially own 4,402,658 shares of Class A Common Stock which would constitute 24.8% of the aggregate voting power of the Issuer. This percentage assumes the exercise of the 1,605,000 vested options held by distributors of an affiliate of the Issuer. If such option shares were not included in the calculation of the of the percentage, the percentage would be 27.3%. This percentage does not give effect to the exercise of any other outstanding options of the Issuer. Assuming the exercise of vested options to acquire 1,605,000 shares of Class A Common Stock and assuming the vesting of 141,959 shares of Class A Common Stock pursuant to outstanding stock bonus awards made by the Issuer and assuming the exercise of options held by certain executive officers and directors of the Issuer to acquire 446,825 shares of Class A Common Stock and assuming no conversion of any of the outstanding shares of Class B Common Stock, the 4,402,658 shares of Class B Common Stock beneficially owned or deemed to be beneficially owned by the Reporting Person constitute 6.13% of the aggregate voting power of the Issuer. (c) (i) Assuming conversion of all outstanding 4,075,412 shares of Class B Common Stock beneficially owned or deemed to be beneficially owned by the Reporting Person, with respect to which he has sole voting power, the Reporting Person would have sole voting power over 4,075,412 shares of Class A Common Stock as follows: 2,962,912 shares of Class A Common Stock held individually; 112,500 shares held as the sole trustee for The Craig S. Tillotson Fixed Charitable Trust; and 1,000,000 shares held as the manager of SNT Rhino Company, L.C. (ii)Assuming conversion of all outstanding 327,246 shares of Class B Common Stock beneficially owned or deemed to be beneficially owned by the Reporting Person, with respect to which he shares voting power, the Reporting Person would share voting power over 327,246 shares of Class A Common Stock as follows: 132,823 shares of Class A Common Stock held indirectly as a co-trustee of The DPN Trust; 132,823 shares of Class A Common Stock held indirectly as a co-trustee of The GNT Trust; and 61,600 shares of Class A Common Stock held indirectly as a co-trustee of The Craig S. Tillotson Foundation. (iiiAssuming conversion of all outstanding 4,075,412 shares of Class B Common Stock beneficially owned or deemed to be beneficially owned by the Reporting Person, with respect to SL 36977.3 55711 00157 2/11/98 4:48 pm Page 4 of 7 Pages SCHEDULE 13G (AMENDMENT NO. 1) CUSIP No. 67018T-10-5 which he has sole dispositive power,the Reporting Person would have sole dispositive power over 4,075,412 shares of Class A Common Stock as follows: 2,962,912 shares of Class A Common Stock held individually; 112,500 shares held as the sole trustee for The Craig S. Tillotson Fixed Charitable Trust; and 1,000,000 shares held as the manager of SNT Rhino Company, L.C. (iv)Assuming conversion of all outstanding 327,246 shares of Class B Common Stock beneficially owned or deemed to be beneficially owned by the Reporting Person, with respect to which he shares dispositive power,the Reporting Person would share dispositive power over 327,246 shares of Class A Common Stock as follows: 132,823 shares of Class A Common Stock held indirectly by him as a co-trustee of The DPN Trust; 132,823 shares of Class A Common Stock held indirectly by him as a co-trustee of The GNT Trust; and 61,600 shares of Class A Common Stock held indirectly as a co-trustee of The Craig S. 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. Item 8. Identification and Classification of Members of the Group. The Reporting Person is a party to an Amended and Restated Stockholders Agreement (the "Amended and Restated Stockholders Agreement"), effective as of November 28, 1997, among the parties listed on Exhibit A attached hereto. The Stockholders who are parties to the Amended and Restated Stockholders Agreement have agreed to certain limitations on the transfer of Class B Common Stock. Additionally, each stockholder who is a party to the Amended and Restated Stockholders Agreement has agreed to grant to the other parties a right of first offer to purchase shares of Class B Common Stock of the stockholder in the event the stockholder intends to sell to a person (or group of persons) who are not a party to the Amended and Restated Stockholders Agreement, except in certain circumstances such as Transfers (as defined therein) permitted under the Amended and Restated Stockholders Agreement, Transfers with the U.S. Securities and Exchange commission or similar regulatory agency of a foreign jurisdiction or Transfer in accordance with Rule 144 of the 1934 Securities Exchange Act pursuant to a registration statement filed. SL 36977.3 55711 00157 2/11/98 4:48 pm Page 5 of 7 Pages SCHEDULE 13G (AMENDMENT NO. 1) CUSIP No. 67018T-10-5 The Reporting Person disclaims beneficial ownership of all shares of Class B Common Stock held by other parties to the Amended and Restated Stockholders Agreement, except as otherwise reported in Item 4 of this Scheduled 13G. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] SL 36977.3 55711 00157 2/11/98 4:48 pm Page 6 of 7 Pages SCHEDULE 13G (AMENDMENT NO. 1) 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. By: /s/ Craig S. Tillotson Dated: February 17, 1998 SL 36977.3 55711 00157 2/11/98 4:48 pm Page 7 of 7 Pages SCHEDULE 13G (AMENDMENT NO. 1) CUSIP No. 67018T-10-5 EXHIBIT A List of Parties to the Amended and Restated Stockholders Agreement Nu Skin Asia Pacific, Inc. Blake M. Roney, (a) individually, (b) as a general partner for BNASIA, Ltd., (c) as a co-trustee for The Blake M. and Nancy L. Roney Foundation, (d) as the sole trustee for The S and K Lund Trust, and (e) as the sole trustee for The B and D Roney Trust. Nancy L. Roney, (a) as a general partner for BNASIA, Ltd. and (b) as a co-trustee for The Blake M. and Nancy L. Roney Foundation. BNASIA, Ltd. The All R's Trust. The B and N Roney Trust. The WFA Trust. The Blake M. and Nancy L. Roney Foundation. B & N Rhino Company, L.C. Nedra D. Roney, (a) individually and (b) as co-trustee for The Nedra Roney Foundation. The MAR Trust. The NR Trust. The Nedra Roney Foundation. The Nedra Roney Fixed Charitable Trust. NR Rhino Company, L.C. Rick A. Roney, (a) individually, (b) as the sole trustee for The K and M Roney Trust, (c) as a co-trustee for The Rick and Kimberly Roney Fixed Charitable Remainder Unitrust. Kimberly Roney, as a co-trustee for The Rick and Kimberly Roney Fixed Charitable Remainder Unitrust.. The Rick and Kimberly Roney Variable Charitable Remainder Unitrust. SL 36977.3 55711 00157 2/11/98 4:48 pm i SCHEDULE 13G (AMENDMENT NO. 1) CUSIP No. 67018T-10-5 The Rick and Kimberly Roney Fixed Charitable Remainder Unitrust. Burke F. Roney, individually. Park R. Roney, individually. Sandra N. Tillotson, (a) individually, (b) as the sole trustee for The Sandra N. Tillotson Fixed Charitable Trust, (c) as the manager of CST Rhino Company, L.C., (d) as the sole trustee of The CST Trust, and (e) as a co-trustee for The Sandra N. Tillotson Foundation. The SNT Trust. The DVNM Trust. The CWN Trust. The DPN Trust. The GNT Trust. The LMB Trust. The Sandra N. Tillotson Foundation. The Sandra N. Tillotson Fixed Charitable Trust. SNT Rhino Company, L.C. Steven J. Lund, (a) individually, (b) as a general partner for SKASIA, Ltd., (c) as a co-trustee for The Steven J. and Kalleen Lund Foundation and (d) as a co-trustee for The Steven and Kalleen Lund Fixed Charitable Trust, (e) as the sole trustee for The All R's Trust, (f) as the sole trustee for the B and N Roney Trust, (g) as the sole trustee for The WFA Trust, (h) as the sole trustee for The C and K Trust, and (i) as co-trustee for the Steven J. and Kalleen Lund Foundation. Kalleen Lund, (a) as a general partner of SKASIA, Ltd., (b) as a co-trustee for The Steven J. and Kalleen Lund Foundation, and (c) as a co-trustee for The Steven and Kalleen Lund Fixed Charitable Trust, and (i) as a co-trustee for the Steven J. and Kalleen Lund Foundation. SKASIA, Ltd. The S and K Lund Trust. The Steven J. and Kalleen Lund Foundation. SL 36977.3 55711 00157 2/11/98 4:48 pm ii SCHEDULE 13G (AMENDMENT NO. 1) CUSIP No. 67018T-10-5 The Steven and Kalleen Lund Fixed Charitable Trust. S & K Rhino Company, L.C. Brooke B. Roney, (a) individually, (b) as a general partner of BDASIA, Ltd., and (c) as a co-trustee for The Brooke Brennan and Denice Renee Roney Foundation. Denice R. Roney, (a) as a general partner of BDASIA, Ltd., and (b) as a co-trustee for The Brooke Brennan and Denice Renee Roney Foundation. BDASIA, Ltd. The B and D Roney Trust. The Brooke Brennan and Denice Renee Roney Foundation. Kirk V. Roney, (a) individually, (b) as a general partner of KMASIA, Ltd., (c) as co-trustee for The Kirk and Melanie Roney Fixed Charitable Trust, and (d) as a co-trustee of The Kirk V. and Melanie K. Roney Foundation. Melanie K. Roney, (a) as a general partner of KMASIA, Ltd., (b) as a co-trustee for The Kirk and Melanie Roney Fixed Charitable Trust, and (c) as a co-trustee of The Kirk V. and Melanie K. Roney Foundation. The Kirk V. and Melanie K. Roney Foundation. KMASIA, Ltd. The K and M. Roney Trust. The Kirk V. and Melanie K. Roney Fixed Charitable Trust. K & M Rhino Company, L.C. Keith R. Halls, (a) individually, (b) as the sole trustee for The MAR Trust, (c) as the sole trustee for The NR Trust, (d) as the sole trustee for The Nedra Roney Fixed Charitable Trust, (e) as a general partner for KAASIA, Ltd., (f) as a co-trustee for The Keith and Anna Lisa Halls Fixed Charitable Trust, (g) as a co-trustee for The Keith Ray and Anna Lisa Massaro Halls Foundation, and (h) as the manager of CKB Rhino Company, L.C. Anna Lisa Massaro Halls, (a) as a general partner for KAASIA, Ltd., (b) as a co-trustee for The Keith and Anna Lisa Halls Fixed Charitable Trust, and (c) as a co-trustee for The Keith Ray and Anna Lisa Massaro Halls Foundation. KAASIA, Ltd. The K and A Halls Trust. SL 36977.3 55711 00157 2/11/98 4:48 pm iii SCHEDULE 13G (AMENDMENT NO. 1) CUSIP No. 67018T-10-5 The Halls Family Trust. The Keith and Anna Lisa Halls Fixed Charitable Trust. The Keith Ray and Anna Lisa Massaro Halls Foundation. K & A Rhino Company, L.C. Craig S. Tillotson, (a) individually, (b) as a co-trustee for The Craig S. Tillotson Fixed Charitable Trust, (c) as the manager of SNT Rhino Company, L.C., (d) as a co-trustee for The DPN Trust, (e) as a co-trustee for The GNT Trust, and (f) as a co-trustee of The Craig S. Tillotson Foundation. The CST Trust. The JS Trust. The JT Trust. The CB Trust. The CM Trust. The BCT Trust. The ST Trust. The NJR Trust. The RLS Trust. The RBZ Trust. The LB Trust. The Craig S. Tillotson Fixed Charitable Trust. CST Rhino Company, L.C. R. Craig Bryson, (a) individually, (b) as a general partner for RCKASIA, Ltd., (c) as a co-trustee for The Bryson Foundation, and (d) as a co-trustee for The Bryson Fixed Charitable Trust. Kathleen D. Bryson, (a) as a general partner for RCKASIA, Ltd., (b) as a co-trustee for The Bryson Foundation, and (c) as a co-trustee for The Bryson Fixed Charitable Trust. SL 36977.3 55711 00157 2/11/98 4:48 pm iv SCHEDULE 13G (AMENDMENT NO. 1) CUSIP No. 67018T-10-5 RCKASIA, Ltd. The C and K Trust. The Bryson Foundation. The Bryson Fixed Charitable Trust. CKB Rhino Company, L.C. Michael L. Halls, (a) as the sole trustee for The K and A Halls Trust, and (b) as the sole trustee for The Halls Family Trust. Craig F. McCullough, (a) as the manager of B & N Rhino Company, L.C., (b) as the manager of NR Rhino Company, L.C., (c) as the manager of S & K Rhino Company, L.C., (d) as the manager of K & M Rhino Company, L.C., and (e) as the manager of K & A Rhino Company, L.C. Robert L. Stayner as an independent trustee of The Bryson Fixed Charitable Trust. Evan A. Schmutz, (a) as a co-trustee for The Nedra Roney Foundation, and (b) as an independent trustee for The Nedra Roney Fixed Charitable Trust. Lee Brower, (a) as the sole trustee for The SNT Trust, (b) as the sole trustee for The DVNM Trust, (c) as the sole trustee for The CWN Trust, (d) as a co-trustee for The DPN Trust, (e) as a co-trustee for The GNT Trust, (f) as the sole trustee for The JS Trust, (g) as the sole trustee for The JT Trust, (h) as the sole trustee for The CB Trust, (i) as the sole trustee for the CM Trust, (j) as the sole trustee for The BCT Trust, (k) as the sole trustee for The ST Trust, (l) as the sole trustee for The NJR Trust, (m) as the sole trustee for The RLS Trust, (o) as the sole trustee for The RBZ Trust, (p) as an independent trustee for The Craig. S. Tillotson Fixed Charitable Trust, (q) as a co-trustee for The Sandra N. Tillotson Foundation, and (r) as a co-trustee for The Craig S. Tillotson Foundation. Gregory N. Barrick, (a) as the sole trustee for The LMB Trust, and (b) as the sole trustee for The LB Trust. L.S. McCullough, (a) as an independent trustee of The Sandra N. Tillotson Fixed Charitable Trust, (b) as an independent trustee for The Steven and Kalleen Lund Fixed Charitable Trust, (c) as an independent trustee for The Kirk and Melanie Roney Fixed Charitable Trust, and (d) as an independent trustee of The Keith and Anna Lisa Halls Fixed Charitable Trust. James Blaylock as the sole trustee for the Rick and Kimberly Roney Variable Charitable Remainder Unitrust. M. Truman Hunt, as Vice President of Legal Affairs for Nu Skin Asia Pacific, Inc. SL 36977.3 55711 00157 2/11/98 4:48 pm v -----END PRIVACY-ENHANCED MESSAGE-----