View:
SCHEDULE 13G (AMENDMENT NO. 4)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Nu Skin Enterprises, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
67018T-10-5
(CUSIP Number)
December 31, 2000
(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 13-d-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 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 (AMENDMENT NO. 4)
CUSIP NO. 67018T-10-5
1. NAMES OF REPORTING PERSONS)
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITY ONLY).
Steven J. Lund
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC. USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Steven J. Lund: United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES Steven J. Lund: 1,691,549 ** SEE ITEM 4
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH Steven J. Lund: 1,760,425 ** SEE ITEM 4
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
Steven J. Lund: 1,691,549 **SEE ITEM 4
8. SHARED DISPOSITIVE POWER
Steven J. Lund: 1,760,425 **SEE ITEM 4
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Steven J. Lund: 3,451,974 **SEE ITEM 4
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Steven J. Lund: 10.1% **SEE ITEM 4
12. TYPE OF REPORTING PERSONS) (SEE INSTRUCTIONS)
Steven J. Lund: IN
Page 2 of 10
SCHEDULE 13G (AMENDMENT NO. 4)
CUSIP NO. 67018T-10-5
1. NAMES OF REPORTING PERSONS)
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITY ONLY).
Kalleen Lund
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC. USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Kalleen Lund: United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES Kalleen Lund: 1,588,788 ** SEE ITEM 4
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH Kalleen Lund: 171,637 ** SEE ITEM 4
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
Kalleen Lund: 1,588,788 **SEE ITEM 4
8. SHARED DISPOSITIVE POWER
Kalleen Lund: 171,637 **SEE ITEM 4
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Kalleen Lund: 1,760,425 **SEE ITEM 4
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Kalleen Lund: 5.4% **SEE ITEM 4
12. TYPE OF REPORTING PERSONS) (SEE INSTRUCTIONS)
Kalleen Lund: IN
Page 3 of 10
SCHEDULE 13G (AMENDMENT NO. 4)
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 Steven J. Lund and Kalleen Lund
(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.
Steven J. Lund:
(a) Steven J. Lund beneficially owns or may be deemed to beneficially own
3,451,974 shares of Class A Common Stock as follows: 773,890 shares of
Class A Common Stock, and 2,678,084 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 at any time at the option
of the holder. 657,824 shares of Class A Common Stock and 2,519,751
shares of Class B Common Stock are held by SJL NS-Holdings, LLC, a
limited liability company owned entirely by the Reporting Persons. The
Reporting Persons are also the sole managers of the limited liability
company and have the sole right to exercise all voting and
Page 4 of 10
SCHEDULE 13G (AMENDMENT NO. 4)
CUSIP NO. 67018T-10-5
dispositive power with respect to the shares held by the limited
liability company. The filing of the above statement shall not be
construed as an admission that Steven J. Lund 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 3,451,974 shares of Class A Common Stock referenced
above: 50,000 shares of Class A Common Stock and 55,571 shares of
Class B Common Stock held indirectly as a co-trustee for The Steven J.
and Kalleen Lund Foundation; 66,066 shares of Class A Common Stock
held indirectly as a co-trustee for The Steven and Kalleen Lund Fixed
Charitable Trust; and 102,762 shares of Class B Common Stock held
indirectly as the sole trustee for The C and K Bryson 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 2,678,084 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by him, Steven J. Lund would beneficially own or
may be deemed to beneficially own 3,451,974 shares of Class A Common
Stock which would constitute 10.1 % 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 2,678,084 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned by
Steven J. Lund, he would beneficially own or may be deemed to
beneficially own 3,451,974 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 2,678,084 shares of Class B
Common Stock beneficially owned or deemed to be beneficially owned by
Steven J. Lund, he would beneficially own or be deemed to beneficially
own 773,890 shares of Class A Common Stock and 2,678,084 shares of
Class B Common Stock which would constitute 4.9% 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 1,362,637 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Steven J. Lund, with respect to which he has
sole power to vote or direct the vote, Steven J. Lund would have sole
power to vote or direct the vote of 1,691,549 shares of Class A Common
Stock held as follows: 1,588,787 shares of Class A Common Stock held
indirectly as a co-manager of SJL NS-Holdings,
Page 5 of 10
SCHEDULE 13G (AMENDMENT NO. 4)
CUSIP NO. 67018T-10-5
LLC with respect to which he has the sole power to vote or direct the
vote pursuant to the governing documents of said limited liability
company and 102,762 shares of Class A Common Stock held indirectly as
the sole trustee for The C and K Bryson Trust.
(ii) Assuming conversion of all outstanding 1,315,447 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Steven J. Lund, with respect to which he has
shared power to vote or direct the vote, Steven J. Lund would have
shared power to vote or direct the vote of 1,760,425 shares of Class A
Common Stock as follows: 1,588,788 shares of Class A Common Stock held
indirectly by his wife as a co-manager of SJL NS-Holdings, LLC that
she has the sole power to vote or direct the vote pursuant to the
governing documents of said limited liability company; 105,571 shares
of Class A Common Stock held indirectly as a co-trustee of The Steven
J. and Kalleen Lund Foundation; and 66,066 shares of Class A Common
Stock held indirectly as a co-trustee of The Steven and Kalleen Lund
Fixed Charitable Trust.
(iii) Assuming conversion of all outstanding 1,362,637 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Steven J. Lund, with respect to which he has
sole power to dispose or direct the disposition, Steven J. Lund would
have sole power to dispose or direct the disposition of 1,691,549
shares of Class A Common Stock held as follows: 1,588,787 shares of
Class A Common Stock held indirectly as a co-manager of SJL
NS-Holdings, LLC with respect to which he has the sole power to
dispose or direct the disposition pursuant to the governing documents
of said limited liability company, and 102,762 shares of Class A
Common Stock held indirectly as the sole trustee for The C and K
Bryson Trust.
(iv) Assuming conversion of all outstanding 1,315,447 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Steven J. Lund, with respect to which he has
shared power to dispose or direct the disposition, Steven J. Lund
would have shared power to dispose or direct the disposition of
1,760,425 shares of Class A Common Stock as follows: 1,588,788 shares
of Class A Common Stock held indirectly by his wife as a co-manager of
SJL NS-Holdings, LLC that she has the sole power to vote or direct the
vote pursuant to the governing documents of said limited liability
company; 105,571 shares of Class A Common Stock held indirectly as a
co-trustee of The Steven J. and Kalleen Lund Foundation; and 66,066
shares of Class A Common Stock held indirectly as a co-trustee of The
Steven and Kalleen Lund Fixed Charitable Trust.
Kalleen Lund:
(a) Kalleen Lund beneficially owns or may be deemed to beneficially own
1,760,425 shares of Class A Common Stock as follows: 444,978 shares of
Class A Common Stock and 1,315,447 shares of Class B Common Stock,
which may be converted on a one-for-one basis at any time at the
option of the holder. 657,824
Page 6 of 10
SCHEDULE 13G (AMENDMENT NO. 4)
CUSIP NO. 67018T-10-5
shares of Class A Common Stock and 2,519,751 shares of Class B Common
Stock are held by SJL NS-Holdings, LLC, a limited liability company
owned entirely by the Reporting Persons. The Reporting Persons are
also the sole managers of the limited liability company and have the
sole right to exercise all voting and dispositive power with respect
to the shares held by the limited liability company. The filing of the
above statement shall not be construed as an admission that Kalleen
Lund 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 1,760,425 shares of Class
A Common Stock referenced above: 50,000 shares of Class A Common Stock
and 55,571 shares of Class B Common Stock held indirectly as a
co-trustee of The Steven J. and Kalleen Lund Foundation; and 66,066
shares of Class A Common Stock held indirectly as a co-trustee of The
Steven and Kalleen Lund 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 1,315,447 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kalleen Lund, she would beneficially own or may
be deemed to beneficially own 1,760,425 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 1,315,447 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned by
Kalleen Lund, she would beneficially own or may be deemed to
beneficially own 1,760,425 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 1,315,447 shares of Class B
Common Stock beneficially owned or deemed to be beneficially owned by
Kalleen Lund, she would beneficially own or be deemed to beneficially
own 444,978 shares of Class A Common Stock and 1,315,447 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 1,259,876 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kalleen Lund, with respect to which she has sole
power to vote or
Page 7 of 10
SCHEDULE 13G (AMENDMENT NO. 4)
CUSIP NO. 67018T-10-5
direct the vote, Kalleen Lund would have sole power to vote or direct
the vote of 1,588,788 shares of Class A Common Stock held indirectly
as a co-manager of SJL NS-Holdings, LLC with respect to which she has
the sole power to vote or direct the vote pursuant to the governing
documents of said limited liability company.
(ii) Assuming conversion of all outstanding 55,571 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kalleen Lund, with respect to which she has
shared power to vote or direct the vote, Kalleen Lund would have
shared power to vote or direct the vote of 171,637 shares of Class A
Common Stock as follows: 105,571 shares of Class A Common Stock held
indirectly as a co-trustee of The Steven J. and Kalleen Lund
Foundation; and 66,066 shares of Class A Common Stock held indirectly
as a co-trustee of The Steven and Kalleen Lund Fixed Charitable Trust.
(iii) Assuming conversion of all outstanding 1,259,876 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kalleen Lund, with respect to which she has sole
power to dispose or direct the disposition, Kalleen Lund would have
sole power to dispose or direct the disposition of 1,588,788 shares of
Class A Common Stock held indirectly as a co-manager of SJL
NS-Holdings, LLC with respect to which she has the sole power to
dispose or direct the disposition pursuant to the governing documents
of said limited liability company.
(iv) Assuming conversion of all outstanding 55,571 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Kalleen Lund, with respect to which she has
shared power to dispose or direct the disposition, Kalleen Lund would
have shared power to dispose or direct the disposition of 171,637
shares of Class A Common Stock as follows: 105,571 shares of Class A
Common Stock held indirectly as a co-trustee of The Steven J. and
Kalleen Lund Foundation; and 66,066 shares of Class A Common Stock
held indirectly as a co-trustee of The Steven and Kalleen Lund Fixed
Charitable Trust.
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 8 of 10
SCHEDULE 13G (AMENDMENT NO. 4)
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.
The undersigned by signing below hereby confirm this joint filing is made on
behalf of each of them.
Page 9 of 10
SCHEDULE 13G (AMENDMENT NO. 4)
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/Steven J. Lund
By: Steven J. Lund
Dated: February 14, 2001
/s/Kalleen Lund
By: Kalleen Lund
Dated: February 14, 2001
Page 10 of 10