UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO.___ )*
Natural Health Trends Corp.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
63888P103
(CUSIP Number)
April 20, 2004
(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)
[x] Rule 13d-1(c)
[ ] 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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on the Following Pages)
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
118,529
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
118,529
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,529
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Long Short International, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
10,640
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
10,640
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,640
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Select, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
81,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
81,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Partners 100, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,962
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,962
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,962
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Investors, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
14,209
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
14,209
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,209
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
229,840
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
286,675
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,675
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jay R. Petschek
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
229,840
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
286,675
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,675
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Major
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
229,840
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
286,675
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,675
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
Natural Health Trends Corp.(the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
12901 Hutton Drive
Dallas, Texas 75234
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are: Corsair
Capital Partners, L.P. ("Corsair Capital"), Corsair Long Short International,
Ltd. ("Corsair International"), Corsair Select, L.P. ("Corsair Select"), Corsair
Capital Partners 100, L.P. ("Corsair 100"), Corsair Capital Investors, Ltd.
("Corsair Investors"), Corsair Capital Management, L.L.C. ("Corsair
Management"), Jay R. Petschek ("Mr. Petschek") and Steven Major ("Mr. Major" and
collectively, the "Reporting Persons"). Corsair Management is the investment
manager of Corsair Capital, Corsair International, Corsair Select, Corsair 100
and Corsair Investors and the manager of other separate accounts. Mssrs.
Petschek and Major are the controlling persons of Corsair Management.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address for each of Corsair Capital, Corsair Select,
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major is 350 Madison
Avenue, 9th Floor, New York, New York 10017.
The principal business address for each of Corsair International and Corsair
Investors is c/o M&C Corporate Services Limited, P.O. Box 309, Ugland House, 113
South Church Street, George Town, Grand Cayman, Cayman Islands, British West
Indies.
ITEM 2(c). CITIZENSHIP:
Each of Corsair Capital, Corsair Select and Corsair 100 is a limited partnership
formed under the laws of the State of Delaware.
Corsair Management is a limited liability company formed under the laws of the
State of Delaware.
Each of Corsair International and Corsair Investors is an exempted company
formed under the laws of the Cayman Islands, British West Indies.
Each of Mr. Petschek and Mr. Major is a citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value per share (the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
63888P103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Corsair Capital beneficially owns 118,529 shares of Common Stock.
Corsair International beneficially owns 10,640 shares of Common Stock.
Corsair Select beneficially owns 81,500 shares of Common Stock.
Corsair 100 beneficially owns 4,962 shares of Common Stock.
Corsair Investors beneficially owns 14,209 shares of Common Stock.
Corsair Management, as the investment manager of each of Corsair Capital,
Corsair International, Corsair Select, Corsair 100 and Corsair Investors is
deemed to beneficially own the 229,840 shares of Common Stock beneficially
owned by them and an additional 56,835 shares of Common Stock held in
separate accounts managed by it.
Mr. Petschek, as a controlling person of Corsair Management, is deemed to
beneficially own the 286,675 shares of Common Stock beneficially owned by
Corsair Management.
Mr. Major is a controlling person of Corsair Management and is deemed to
beneficially own the 286,675 shares of Common Stock beneficially owned by
Corsair Management.
Collectively, the Reporting Persons beneficially own 286,675 shares of
Common Stock.
(b) Percent of Class:
Corsair Capital's beneficial ownership of 118,529 shares of Common Stock
represents 2.2% of all the outstanding shares of Common Stock.
Corsair International's beneficial ownership of 10,640 shares of Common
Stock represents 0.2% of all the outstanding shares of Common Stock.
Corsair Select's beneficial ownership of 81,500 shares of Common Stock
represents 1.5% of all the outstanding shares of Common Stock.
Corsair 100's beneficial ownership of 4,962 shares of Common Stock
represents 0.1% of all the outstanding shares of Common Stock.
Corsair Investors' beneficial ownership of 14,209 shares of Common Stock
represents 0.3% of all the outstanding shares of Common Stock.
Corsair Management's beneficial ownership of 286,675 shares of Common Stock
represents 5.3% of all the outstanding shares of Common Stock.
The 286,675 shares of Common Stock deemed to be beneficially owned by Mr.
Petschek represent 5.3% of all the outstanding shares of Common Stock.
The 286,675 shares of Common Stock deemed to be beneficially owned by Mr.
Major represent 5.3% of all the outstanding shares of Common Stock.
Collectively, the Reporting Persons beneficially own 286,675 shares of
Common Stock representing 5.3% of all the outstanding shares of Common
Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of Common Stock:
Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have shared
power to vote or direct the vote of 118,529 shares of Common Stock.
Corsair International, Corsair Management, Mr. Petschek and Mr. Major have
the shared power to vote or direct the vote of 10,640 shares of Common
Stock.
Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have the
shared power to vote or direct the vote of 81,500 shares of Common Stock.
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have the shared
power to vote or direct the vote of 4,962 shares of Common Stock.
Corsair Investors, Corsair Management, Mr. Petschek and Mr. Major have
shared power to vote or direct the vote of 14,209 shares of Common Stock.
(iii)Sole power to dispose or to direct the disposition of shares of Common
Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares of Common
Stock:
Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have the
power to dispose or to direct the disposition of 118,529 shares of Common
Stock.
Corsair International, Corsair Management, Mr. Petschek and Mr. Major have
the power to dispose or to direct the disposition of 10,640 shares of
Common Stock.
Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have the
power to dispose or to direct the disposition of 81,500 shares of Common
Stock.
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have the power
to dispose or to direct the disposition of 4,962 shares of Common Stock.
Corsair Investors, Corsair Management, Mr. Petschek and Mr. Major have the
power to dispose or to direct the disposition of 14,209 shares of Common
Stock.
Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or
to direct the disposition of 56,835 shares of Common Stock held in separate
accounts managed by Corsair Management.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
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.
See Exhibit B.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: April 28, 2004 CORSAIR CAPITAL PARTNERS, L.P.
By: Corsair Capital Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
CORSAIR LONG SHORT INTERNATIONAL, LTD.
By: Corsair Capital Management, L.L.C.,
Director
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
CORSAIR SELECT, L.P.
By: Corsair Select Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
CORSAIR CAPITAL INVESTORS, LTD.
By: Corsair Capital Management, L.L.C.,
Director
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
CORSAIR CAPITAL PARTNERS 100, L.P.
By: Corsair Capital Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
CORSAIR CAPITAL MANAGEMENT, L.L.C.
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
/s/ Jay R. Petschek
-------------------
Jay R. Petschek
/s/ Steven Major
----------------
Steven Major
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Natural Health Trends Corp. dated as of April 28,
2004 is, and any further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: April 28, 2004 CORSAIR CAPITAL PARTNERS, L.P.
By: Corsair Capital Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
CORSAIR LONG SHORT INTERNATIONAL, LTD.
By: Corsair Capital Management, L.L.C.,
Director
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
CORSAIR SELECT, L.P.
By: Corsair Select Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
CORSAIR CAPITAL INVESTORS, LTD.
By: Corsair Capital Management, L.L.C.,
Director
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
CORSAIR CAPITAL PARTNERS 100, L.P.
By: Corsair Capital Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
CORSAIR CAPITAL MANAGEMENT, L.L.C.
By: /s/ Steven Major
-----------------------------
Steven Major, Managing Member
/s/ Jay R. Petschek
-------------------
Jay R. Petschek
/s/ Steven Major
----------------
Steven Major
EXHIBIT B
Except with respect to shares of Common Stock held in separate accounts
managed by Corsair Capital Management, L.L.C., the members of the group are:
Corsair Capital Partners, L.P.
Corsair Long Short International, Ltd.
Corsair Select, L.P.
Corsair Capital Partners 100, L.P.
Corsair Capital Investors, Ltd.
Corsair Capital Management, L.L.C.
Jay R. Petschek
Steven Major