View:
THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED ON FEBRUARY 14, 1997
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
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
R. Craig Bryson
Kathleen D. Bryson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
R. Craig Bryson: United States of America
Kathleen D. Bryson: United States of America
5 SOLE VOTING POWER
NUMBER OF
SHARES R. Craig Bryson: -0-
BENEFICIALLY Kathleen D. Bryson: -0-
OWNED BY
6 SHARED VOTING POWER
EACH
REPORTING R. Craig Bryson: 5,000,736**SEE ITEM 4
PERSON WITH Kathleen D. Bryson: 5,000,736
7 SOLE DISPOSITIVE POWER
R. Craig Bryson: -0-
Kathleen D. Bryson: -0-
8 SHARED DISPOSITIVE POWER
4,925,736**SEE ITEM 4
R. Craig Bryson: 5,000,736**SEE ITEM 4
Kathleen D. Bryson: 5,000,736*SEE ITEM 4
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
R. Craig Bryson: 5,000,736**SEE ITEM 4
Kathleen D. Bryson: 5,000,736**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)
R. Craig Bryson: 27.1%**SEE ITEM 4
Kathleen D. Bryson: 27.1%**SEE ITEM 4
12 TYPE OF REPORTING PERSON
R. Craig Bryson: IN
Kathleen D. Bryson: 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 R. Craig Bryson and
Kathleen D. Bryson (referred to individually by
name and collectively as the "Reporting Persons").
Item 2(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.
Item 2(c). Citizenship:
The Reporting Persons are both citizens 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. The Reporting Persons: Not Applicable.
Item 4. Ownership.
R. Craig Bryson:
(a) R. Craig Bryson beneficially owns or is deemed to
beneficially own 5,000,736 shares of Common Stock
as follows: -0- shares of the Class A Common
Stock, and 5,000,736 shares of the Issuer's Class
B Common Stock, par value $.001 per share (the
"Class B Common Stock"). R. Craig Bryson
disclaims beneficial ownership of the following:
the 4,947,269 shares of Class B Common Stock held
indirectly by him as a general partner of RCKASIA,
Ltd., a Utah limited partnership; and the 75,000
shares of Class B Common Stock held indirectly by
him as co-trustee of The Bryson 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, R. Craig Bryson
would beneficially own or be deemed to
beneficially own 5,000,736 shares of Class A
Common Stock, which would constitute 27.1% of the
number of shares 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, including the
election of directors, and each share of Class B
Common Stock entitles the holder to ten votes on
each such matter. Assuming conversion of all
outstanding 5,000,736 shares of Class B Common
Stock beneficially owned or deemed to be
beneficially owned by R. Craig Bryson, he would
beneficially own or be deemed to beneficially own
5,000,736 shares of Class A Common Stock which
would constitute 19.6% 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 R. Craig Bryson, he would
beneficially own or be deemed to beneficially own
5,000,736 shares of Class B Common Stock which
would constitute 6.8% of the aggregate voting
power of the Issuer.
(c) (i) Not applicable.
(ii) Assuming conversion of all outstanding
5,000,736 shares of Class B Common Stock
beneficially owned or deemed to be beneficially
owned by R. Craig Bryson, with respect to which he
shares voting power, R. Craig Bryson would share
voting power over 5,000,736 shares of Class A
Common Stock as follows: 4,925,736 shares of
Class A Common Stock held indirectly as a general
partner of RCKASIA, Ltd.; and 75,000 shares of
Class A Common Stock held indirectly as a co-
trustee of the Bryson Fixed Charitable Trust.
(iii) Not applicable.
(iv) Assuming conversion of all outstanding
5,000,736 shares of Class B Common Stock
beneficially owned or deemed to be beneficially
owned by R. Craig Bryson, with respect to which he
shares dispositive power, R. Craig Bryson shares
dispositive power over 5,000,736 shares of Class B
Common Stock as follows: 4,925,736 shares of
Class A Common Stock held indirectly as a general
partner of RCKASIA, Ltd.; and the 75,000 shares of
Class A Common Stock held indirectly as a co-
trustee of the Bryson Fixed Charitable Trust.
Kathleen D. Bryson:
(a) Kathleen D. Bryson beneficially owns or is deemed
to beneficially own 5,000,736 shares of Common
Stock as follows: -0- shares of Class A Common
Stock and 5,000,736 shares of Class B Common
Stock.
(b) Assuming conversion of all shares of Class B
Common Stock beneficially owned or deemed to be
beneficially owned by Kathleen D. Bryson, she
would beneficially own or be deemed to
beneficially own 5,000,736 shares of Class A
Common Stock which would constitute 27.1% of the
number of shares of outstanding Class A Common
Stock.
Assuming no conversion of the 5,000,736 shares of
Class B Common Stock beneficially owned or deemed
to be beneficially owned by Kathleen D. Bryson,
she would beneficially own or be deemed to
beneficially own 5,000,736 shares of Class B
Common Stock which would constitute 24.6% of the
aggregate voting power of the Issuer.
(c) (i) Not applicable.
(ii) Assuming conversion of all outstanding
5,000,736 shares of Class B Common Stock
beneficially owned or deemed to beneficially owned
by Kathleen D. Bryson, with respect to which she
shares voting power, Kathleen D. Bryson would
share voting power over 5,000,736 shares of Class
A Common Stock as follows: 4,925,736 shares of
Class A Common Stock held indirectly as a general
RCKASIA, Ltd.; and 75,000 shares of Class A Common
Stock held indirectly as a co-trustee of The
Bryson Fixed Charitable Trust.
(iii) Not applicable.
(iv) Assuming conversion of all outstanding
5,000,736 shares of Class B Common Stock
beneficially owned or deemed to be beneficially
owned by Kathleen D. Bryson, with respect to which
she shares dispositive power, Kathleen D. Bryson
shares dispositive power 5,000,736 shares of
Class A Common Stock as follows: 4,925,736 shares
of Class A Common Stock held as a general partner
of RCKASIA, Ltd.; and 75,000 shares of Class A
Common Stock held indirectly as a co-trustee of
the Bryson 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.
R. Craig Bryson and Kathleen D. Bryson are the
general partners of RCKASIA, Ltd. and have the
right to receive or the power to direct the
receipt of dividends form, or the proceeds from
the sale of the 4,925,736 shares of Class B Common
Stock owned or deemed to be beneficially owned by
RCKASIA, Ltd.
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 Persons are 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 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 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 pursuant to a registration statement
filed.
The Reporting Persons 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.
The Reporting Persons are parties to a limited
partnership agreement dated September 5, 1996
among the parties listed on Exhibit B hereto (the
"Limited Partnership Agreement") pursuant to which
the parties have formed RCKASIA, Ltd. As a
limited partnership, RCKASIA, Ltd. holds 4,925,736
shares of Class B Common Stock.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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/ R. Craig Bryson
By: R. Craig Bryson
Date: February 12, 1997
/s/ Kathleen D. Bryson
By: Kathleen D. Bryson
Date: February 12, 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.
EXHIBIT B
LIST OF PARTNERS IN RCKASIA, LTD.
R. Craig Bryson
Kathleen D. Bryson