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 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 (AMENDMENT NO. 4)
CUSIP NO. 67018T-10-5
1. NAMES OF REPORTING PERSONS)
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITY ONLY).
Brooke B. Roney
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
Brooke B. Roney: United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES Brooke B. Roney: 1,675,100** SEE ITEM 4
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH Brooke B. Roney: 1,730,700** SEE ITEM 4
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
Brooke B. Roney: 1,675,100**SEE ITEM 4
8. SHARED DISPOSITIVE POWER
Brooke B. Roney: 1,730,700 **SEE ITEM 4
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Brooke B. Roney: 3,405,800 **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)
Brooke B. Roney: 10.0% **SEE ITEM 4
12. TYPE OF REPORTING PERSONS) (SEE INSTRUCTIONS)
Brooke B. Roney: IN
Page 2 of 9
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).
Denice R. Roney
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
Denice R. Roney: United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES Denice R. Roney: 1,675,102 ** SEE ITEM 4
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH Denice R. Roney: 55,598** SEE ITEM 4
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
Denice R. Roney: 1,675,102**SEE ITEM 4
8. SHARED DISPOSITIVE POWER
Denice R. Roney: 55,598**SEE ITEM 4
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Denice R. Roney: 1,730,700**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)
Denice R. Roney: 5.3%**SEE ITEM 4
12. TYPE OF REPORTING PERSONS) (SEE INSTRUCTIONS)
Denice R. Roney: IN
Page 3 of 9
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 Brooke B. Roney and Denice R. Roney
(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.
Brooke B. Roney:
(a) Brooke B. Roney beneficially owns or may be deemed to beneficially own
3,405,800 shares of Class A Common Stock as follows: 730,478 shares of
Class A Common Stock, and 2,675,322 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. 707,537 shares of Class A
Common Stock and 2,642,665 shares of Class B Common Stock are held by
BBR 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
Page 4 of 8
SCHEDULE 13G (AMENDMENT NO. 4)
CUSIP NO. 67018T-10-5
limited liability company. The filing of the above statement shall not
be construed as an admission that Brooke B. Roney is, for the purposes
of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended, the beneficial owner of 22,941 shares of Class A Common Stock
and 32,657 shares of Class B Common Stock held indirectly as a
co-trustee for The Brooke Brennan and Denice Renee Roney Foundation
which were included in the 3,405,800 shares of Common Stock referenced
above.
(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 2,675,322 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by him, Brooke B. Roney would beneficially own or
may be deemed to beneficially own 3,405,800 shares of Class A Common
Stock which would constitute 10.0% 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 2,675,322 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned by
Brooke B. Roney, he would beneficially own or may be deemed to
beneficially own 3,405,800 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 2,675,322 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Brooke B. Roney, he would beneficially own or
may be deemed to beneficially own 730,478 shares of Class A Common
Stock and 2,675,322 shares of Class B Common Stock which would
constitute 4.8% of the aggregate voting power of the Issuer and 4.0%
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 1,321,332 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Brooke B. Roney, with respect to which he has
sole power to vote or direct the vote, Brooke B. Roney would have sole
power to vote or direct the vote of 1,675,100 shares of Class A Common
Stock held indirectly as a co-manager of BBR NS-Holdings, 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.
Page 5 of 9
SCHEDULE 13G (AMENDMENT NO. 4)
CUSIP NO. 67018T-10-5
(ii) Assuming conversion of all outstanding 1,353,990 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Brooke B. Roney, with respect to which he has
shared power to vote or direct the vote, Brooke B. Roney would have
shared power to vote or direct the vote of 1,730,700 shares of Class A
Common Stock as follows: 1,675,102 shares of Class A Common Stock held
indirectly by his wife as a co-manager of BBR NS-Holdings, LLC that
she has the sole power to vote or direct the vote of pursuant to the
governing documents of said limited liability company; and 55,598
shares of Class A Common Stock held indirectly as a co-trustee of The
Brooke Brennan and Denice Renee Roney Foundation.
(iii) Assuming conversion of all outstanding 1,321,332 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Brooke B. Roney, with respect to which he has
sole power to dispose or direct the disposition, Brooke B. Roney would
have sole power to dispose or direct the disposition of 1,675,100
shares of Class A Common Stock held indirectly as a co-manager of BBR
NS-Holdings, 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.
(iv) Assuming conversion of all outstanding 1,353,990 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Brooke B. Roney, with respect to which he has
shared power to dispose or direct the disposition, Brooke B. Roney
would have shared power to dispose or direct the disposition of
1,730,700 shares of Class A Common Stock as follows: 1,675,102 shares
of Class A Common Stock held indirectly by his wife as a co-manager of
BBR NS-Holdings, LLC that she has the sole power to dispose or direct
the disposition of pursuant to the governing documents of said limited
liability company; and 55,598 shares of Class A Common Stock held
indirectly as a co-trustee of The Brooke Brennan and Denice Renee
Roney Foundation.
Denice R. Roney:
(a) Denice R. Roney beneficially owns or may be deemed to beneficially own
1,730,700 shares of Class A Common Stock as follows: 376,710 shares of
Class A Common Stock and 1,353,990 shares of 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. 707,537 shares of Class A
Common Stock and 2,642,665 shares of Class B Common Stock are held by
BBR 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 Denice R. Roney
is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of 22,941
shares of Class A Common Stock and 32,657 shares of Class B Common
Stock held indirectly as a co-trustee of The Brooke Brennan
Page 6 of 9
SCHEDULE 13G (AMENDMENT NO. 4)
CUSIP NO. 67018T-10-5
and Denice Renee Roney Foundation which were included in the 1,730,700
shares of Common Stock referenced above.
(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 1,353,990 shares of
Class B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, she would beneficially own or
may be deemed to beneficially own 1,730,700 shares of Class A Common
Stock which would constitute 5.3% 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 1,353,990 shares of Class B Common Stock
beneficially owned or that may be deemed to be beneficially owned by
Denice R. Roney, she would beneficially own or may be deemed to
beneficially own 1,730,700 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 1,353,990 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, she would beneficially own or
may be deemed to beneficially own 376,710 shares of Class A Common
Stock and 1,353,990 shares of Class B Common Stock which would
constitute 2.4% of the aggregate voting power of the Issuer and 2.0%
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 1,321,333 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, with respect to which she has
sole power to vote or direct the vote, Denice R. Roney would have sole
power to vote or direct the vote of 1,675,102 shares of Class A Common
Stock held indirectly as a co-manager of BBR 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 32,657 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, with respect to which she has
shared power to vote or direct the vote, Denice R. Roney would have
shared power to vote or direct the vote of 55,598 shares of Class A
Common Stock held indirectly as a co-trustee of The Brooke Brennan and
Denice Renee Roney Foundation.
Page 7 of 9
SCHEDULE 13G (AMENDMENT NO. 4)
CUSIP NO. 67018T-10-5
(iii) Assuming conversion of all outstanding 1,321,333 shares of Class
B Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, with respect to which she has
sole power to dispose or direct the disposition, Denice R. Roney would
have sole power to dispose or direct the disposition of 1,675,102
shares of Class A Common Stock held indirectly as a co-manager of BBR
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.
(iv) Assuming conversion of all outstanding 32,657 shares of Class B
Common Stock beneficially owned or that may be deemed to be
beneficially owned by Denice R. Roney, with respect to which she has
shared power to vote or direct the vote, Denice R. Roney would have
shared power to vote or direct the vote of 55,598 shares of Class A
Common Stock held indirectly as a co-trustee of The Brooke Brennan and
Denice Renee Roney 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.
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 being made
on behalf of each of them.
Page 8 of 9
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/Brooke B. Roney
By: Brooke B. Roney
Dated: February 14, 2001
/s/Denice R. Roney
By: Denice R. Roney
Dated: February 14, 2001
Page 9 of 9