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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Nu Skin Asia Pacific, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
67018T-10-5
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [__]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
*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).
1 NAME OF REPORTING PERSON(S)
Lee M. Brower
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,118,172**SEE ITEM 4
OWNED BY
EACH
6 SHARED VOTING POWER
REPORTING
PERSON WITH 378,145**SEE ITEM 4
7 SOLE DISPOSITIVE POWER
2,118,172**SEE ITEM 4
8 SHARED DISPOSITIVE POWER
378,145**SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,496,317**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)
15.7** SEE ITEM 4
12 TYPE OF REPORTING PERSON(S)
IN
SCHEDULE 13G
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 Lee M. Brower (the
"Reporting Person").
Item 2(b). Address of Principal Business Office or, if none,
Residence:
The address of the Reporting Person is 136 South
Main Street, Salt Lake City, Utah 84101.
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 2,496,317 shares of
Common Stock as follows: -0- shares of the Class A
Common Stock, and 2,496,317 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: 349,533 shares of Class B Common Stock
held indirectly as sole trustee of The SNT Trust;
391,477 shares of the Class B Common Stock held
indirectly as sole trustee of The DVNM Trust;
132,823 shares of Class B Common Stock held
indirectly as sole trustee of The CWN Trust;
32,823 shares of class B Common Stock held
indirectly as co-trustee of The DPN Trust; 132,823
shares of Class B Common Stock held indirectly as
co-trustee of The GNT Trust; 6,991 shares of Class
B Common Stock held indirectly as sole trustee of
The JS Trust; 132,823 shares of Class B Common
Stock held indirectly as sole trustee of The JT
Trust; 97,869 shares of Class B Common Stock held
indirectly as sole trustee of The CB Trust;
195,739 shares of Class B Common Stock held
indirectly as sole trustee of The CM Trust;
391,477 shares of Class B Common Stock held
indirectly as sole trustee of The BCT Trust;
195,739 shares of Class B Common Stock held
indirectly as sole trustee of The ST Trust;
195,739 shares of Class B Common Stock held
indirectly as sole trustee of The NJR Trust;
13,981 shares of Class B Common Stock held
indirectly as sole trustee of The RLS Trust;
13,981 shares of Class B Common Stock held
indirectly as sole trustee of The RBZ Trust; and
112,500 shares of Class B Common Stock held
indirectly as independent trustee of The Craig S.
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 Stockholders Agreement effective as
of November 20, 1996 entered into by and among the
Existing Stockholders (as defined therein) and the
Issuer. Assuming conversion of all shares of
Class B Common Stock beneficially owned or deemed
to be beneficially owned by him, Lee M. Brower
would beneficially own or be deemed to
beneficially own 2,496,317 shares of Class A
Common Stock which would constitute 15.7% of the
number of shares of 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 2,496,317 shares of Class B Common
Stock beneficially owned or deemed to be
beneficially owned by Lee M. Brower, he would
beneficially own or be deemed to beneficially own
2,496,317 shares of Class A Common Stock which
would constitute 0.4% of the aggregate voting
power of the Issuer.
Assuming no conversion of outstanding shares of
Class B Common Stock beneficially owned or deemed
to be owned by Lee M. Brower, he would
beneficially own or be deemed to beneficially own
2,496,317 shares of Class B Common Stock which
would constitute 3.4% the aggregate voting power
of the Issuer.
(c) (i) Assuming conversion of all outstanding
2,118,172 shares of Class B Common Stock
beneficially owned or deemed to be beneficially
owned by Lee M. Brower, with respect to which he
has sole voting power, Lee M. Brower would have
sole voting power over 2,118,172 shares of Class
A Common Stock as follows: 349,533 shares of
Class B Common Stock held indirectly as sole
trustee of The SNT Trust; 391,477 shares of the
Class B Common Stock held indirectly as sole
trustee of The DVNM Trust; 132,823 shares of
Class B Common Stock held indirectly as sole
trustee of The CWN Trust; 6,991 shares of Class B
Common Stock held indirectly as sole trustee of
The JS Trust; 132,823 shares of Class B Common
Stock held indirectly as sole trustee of The JT
Trust; 97,869 shares of Class B Common Stock held
indirectly as sole trustee of The CB Trust;
195,739 shares of Class B Common Stock held
indirectly as sole trustee of The CM Trust;
391,477 shares of Class B Common Stock held
indirectly as sole trustee of The BCT Trust;
195,739 shares of Class B Common Stock held
indirectly as sole trustee of The ST Trust;
195,739 shares of Class B Common Stock held
indirectly as sole trustee of The NJR Trust;
13,981 shares of Class B Common Stock held
indirectly as sole trustee of The RLS Trust; and
13,981 shares of Class B Common Stock held
indirectly as sole trustee of The RBZ Trust.
(ii) Assuming conversion of all outstanding
378,145 shares of Class B Common Stock
beneficially owned or deemed to beneficially owned
by Lee M. Brower, with respect to which he shares
voting power, Lee M. Brower would share voting
power over 378,145 shares of Class A Common Stock
as follows: 132,823 shares of Class A Common Stock
held indirectly as co-trustee of The DPN Trust;
132,823 shares of Class A Common Stock held
indirectly as co-trustee The GNT Trust; and
112,500 shares of Class A Common Stock held
indirectly as an independent trustee of The Craig
S. Tillotson Fixed Charitable Trust.
(iii) Assuming conversion of all outstanding
2,118,172 shares of Class B Common Stock
beneficially owned deemed to be beneficially owned
by Lee M. Brower, with respect to which he has
sole dispositive power, Lee M. Brower would have
sole dispositive power over 2,118,172 shares of
Class A Common Stock as follows: 349,533 shares
of Class B Common Stock held indirectly as sole
trustee of The SNT Trust; 391,477 shares of the
Class B Common Stock held indirectly as sole
trustee of The DVNM Trust; the 132,823 shares of
Class B Common Stock held indirectly as sole
trustee of The CWN Trust; 6,991 shares of Class B
Common Stock held indirectly as sole trustee of
The JS Trust; 132,823 shares of Class B Common
Stock held indirectly as sole trustee of The JT
Trust; 97,869 shares of Class B Common Stock held
indirectly as sole trustee of The CB Trust;
195,739 shares of Class B Common Stock held
indirectly as sole trustee of The CM Trust;
391,477 shares of Class B Common Stock held
indirectly as sole trustee of The BCT Trust;
195,739 shares of Class B Common Stock held
indirectly as sole trustee of The ST Trust;
195,739 shares of Class B Common Stock held
indirectly as sole trustee of The NJR Trust;
13,981 shares of Class B Common Stock held
indirectly as sole trustee of The RLS Trust; and
13,981 shares of Class B Common Stock held
indirectly as sole trustee of The RBZ Trust
(iv) Assuming conversion of all outstanding
378,145 shares of Class B Common Stock
beneficially owned or deemed to be beneficially
owned by Lee M. Brower, with respect to which he
shares dispositive power, Lee M. Brower would
share dispositive power over 378,145 shares of
Class B Common Stock as follows: 132,823 shares of
Class A Common Stock held indirectly as co-trustee
of The DPN Trust; 132,823 shares of Class A Common
Stock held indirectly as co-trustee of The GNT
Trust; and 112,500 shares of Class A Common Stock
held indirectly as independent trustee of The
Craig S. Tillotson 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.
Item 8. Identification and Classification of Members of
the Group.
The Reporting Person is a party to a Stockholders
Agreement (the "Stockholders Agreement"),
effective as of November 20, 1996, among the
parties listed on Exhibit A attached hereto. The
Stockholders who are parties to the Stockholders
Agreement have agreed to certain limitations on
the transfer of Class B Common Stock.
Additionally, each stockholder who is a party to
the Stockholders Agreement has agreed to grant to
the other parties a right of first offer to
purchase shares of Class B Common Stock in the
event the stockholder intends to sell to a person
(or group of persons) who are not a party to the
Stockholders Agreement, except in certain
circumstances such as Transfers (as defined
therein) permitted under the Stockholders
Agreement, Transfers with the U.S. Securities and
Exchange Commission or similar regulatory agency
of a foreign jurisdiction or a Transfer in
accordance with Rule 144 of the 1934 Securities
Exchange Act or Transfers by sale in a widely
distributed underwritten public offering pursuant
to a registration statement filed with the
Securities and Exchange Commission.
The Reporting Person disclaim beneficial ownership
of all shares of Class B Common Stock held by
other parties to the Stockholders Agreement,
except as otherwise reported in Item 4 of this
Schedule 13G.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
/s/ Lee M. Brower
By: Lee M. Brower
Dated: February 14, 1997
EXHIBIT A
List of Parties to the Stockholders Agreement
Nu Skin Asia Pacific, Inc.
Blake M. Roney, (a) individually, (b) as General Partner for
BNASIA, Ltd., (c) as Trustee for The Blake M. and Nancy L. Roney
Foundation, (d) as Trustee for The S and K Lund Trust, and (e) as
Trustee for The B and D Roney Trust.
Nancy L. Roney, (a) as General Partner for BNASIA, Ltd. and
(b) as Trustee for The Blake M. and Nancy L. Roney Foundation.
BNASIA, Ltd.
The ALL R's Trust
The B & 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 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 Roney, (a) individually, and (b) as Trustee for The K and M
Roney Trust.
Burke Roney
Park Roney
Sandra N. Tillotson, (a) individually, (b) as Trustee for The
Sandra N. Tillotson Fixed Charitable Trust, (c) as Manager of CST
Rhino Company, L.C., and (d) as Trustee of The CST Trust.
The SNT Trust
The DVNM Trust
The CWN Trust
The DPN Trust
The GNT Trust
The LMB Trust
The Sandra N. Tillotson Fixed Charitable Trust
SNT Rhino Company, L.C.
Steven J. Lund, (a) individually, (b) as General Partner for
SKASIA, Ltd., (c) as Trustee for The Steven J. and Kalleen Lund
Foundation and (d) as Trustee for The Steven and Kalleen Lund
Fixed Charitable Trust, (e) as Trustee for The ALL R's Trust,
(f) as Trustee for the B & N Roney Trust, (g) as Trustee for The
WFA Trust, (h) as Trustee for The C and K Trust, and (i) as
President of Nu Skin Asia Pacific, Inc.
Kalleen Lund, (a) as General Partner of SKASIA, Ltd., (b) as
Trustee for The Steven J. and Kalleen Lund Foundation, and (c) as
Trustee for The Steven and Kalleen Lund Fixed Charitable Trust.
SKASIA, Ltd.
The S and K Lund Trust
The Steven J. and Kalleen Lund Foundation
The Steven and Kalleen Lund Fixed Charitable Trust
S & K Rhino Company, L.C.
Brooke B. Roney, (a) individually, (b) as General Partner of
BDASIA, Ltd., and (c) as Trustee for The Brooke Brennan and
Denise Renee Roney Foundation.
Denise R. Roney, (a) as General Partner of BDASIA, Ltd., and
(b) as Trustee for The Brooke Brennan and Denise Renee Roney
Foundation.
BDASIA, Ltd.
The B and D Roney Trust
The Brook Brennan and Denise Renee Roney Foundation
Kirk V. Roney, (a) individually, (b) as General Partner of
KMASIA, Ltd., and (c) as Trustee for The Kirk and Melanie Roney
Fixed Charitable Trust.
Melanie K. Roney, (a) as General Partner of KMASIA, Ltd., and
(b) as Trustee for The Kirk and Melanie Roney Fixed Charitable
Trust.
KMASIA, Ltd.
The K and M. Roney Trust
The Kirk and Melanie Roney Fixed Charitable Trust
K & M Rhino Company, L.C.
Keith R. Halls, (a) individually, (b) as Trustee for The MAR
Trust, (c) as Trustee for The NR Trust, (d) as Trustee for The
Nedra Roney Fixed Charitable Trust, (e) as General Partner for
KAASIA, Ltd., (f) as Trustee for The Keith and Anna Lisa Halls
Fixed Charitable Trust, (g) as Trustee for The Keith Ray and Anna
Lisa Massaro Halls Foundation, and (h) as Manager of CKB Rhino
Company, L.C.
Anna Lisa Massaro Halls, (a) as General Partner for KAASIA, Ltd.,
(b) as Trustee for The Keith and Anna Lisa Halls Fixed Charitable
Trust, and (c) as Trustee for The Keith Ray and Anna Lisa Massaro
Halls Foundation.
KAASIA, Ltd.
The K and A Halls Trust
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 Trustee for The
Craig S. Tillotson Fixed Charitable Trust, (c) as Manager of SNT
Rhino Company, L.C., (d) as Trustee for The DPN Trust, and (e) as
Trustee for The GNT Trust.
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 General Partner for
RCKASIA, Ltd., (c) as Trustee for The Bryson Foundation and
(d) as Trustee for The Bryson Fixed Charitable Trust.
Kathleen D. Bryson, (a) as General Partner for RCKASIA, Ltd.,
(b) as Trustee for The Bryson Foundation and (c) as Trustee for
The Bryson Fixed Charitable Trust.
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 Trustee for The K and A Halls Trust, and
(b) as Trustee for The Halls Family Trust.
Craig F. McCullough, (a) as Manager of B & N Rhino Company, L.C.,
(b) as Manager of NR Rhino Company, L.C., (c) as Manger of S & K
Rhino Company, L.C., (d) as Manager of K & M Rhino Company, L.C.,
and (e) as Manager of K & A Rhino Company, L.C.
Robert L. Stayner as Independent Trustee of The Bryson Fixed
Charitable Trust.
Evan A. Schmutz, (a) as Trustee for The Nedra Roney Foundation,
and (b) as Independent Trustee for The Nedra Roney Fixed
Charitable Trust.
Lee Brower, (a) as Trustee for The SNT Trust, (b) as Trustee for
The DVNM Trust, (c) as Trustee for The CWN Trust, (d) as Trustee
for The DPN Trust, (e) as Trustee for The GNT Trust, (f) as
Trustee for The JS Trust, (g) as Trustee for The JT Trust, (h) as
Trustee for The CB Trust, (i) as Trustee for the CM Trust, (j) as
Trustee for The BCT Trust, (k) as Trustee for The ST Trust,
(l) as Trustee for The NJR Trust, (m) as Trustee for The RLS
Trust, (o) as Trustee for The RBZ Trust, and (p) as Trustee for
The Craig. S. Tillotson Fixed Charitable Trust.
Gregory N. Barrick, (a) as Trustee for The LMB Trust, and (b) as
Trustee for The LB Trust.
L.S. McCullough, (a) as Independent Trustee of The Sandra N.
Tillotson Fixed Charitable Trust, (b) as Independent Trustee for
The Steven and Kalleen Lund Fixed Charitable Trust, (c) as
Independent Trustee for The Kirk and Melanie Roney Fixed
Charitable trust, and (d) as Independent Trustee of The Keith and
Anna Lisa Halls Fixed Charitable Trust.