SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1996.
Commission File Number 0-26568
USA DETERGENTS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 11-2935430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1735 JERSEY AVENUE, NORTH BRUNSWICK, NEW JERSEY 08902
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 828-1800
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The number of shares outstanding of the Registrant's Common Stock, as of March
14, 1997, was 13,790,717 shares. The aggregate market value of the
Registrant's Common Stock held by non-affiliates of the Registrant (based upon
the closing price of such stock on the Nasdaq National Market on March 14,
1997 and the assumption for this computation only that all directors and
executive officers are affiliates) was $163,457,730.
The Annual Report on Form 10-K for the fiscal year ended December 31,
1996 (File No. 0-26568) of USA Detergents, Inc. (the "Company") is hereby
amended by adding thereto the following Part III.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors, their respective ages, the year in which each first
became a director of the Company and their principal occupations or employment
during the past five years are as follows:
YEAR
FIRST
BECAME
DIRECTOR AGE DIRECTOR PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS
-------------------------------------------------------------------------------
Uri Evan 61 1989 Chairman of the Board of the Company since 1989,
Chief Executive Officer since 1993 and President
since 1997. Since 1993, Mr. Evan has been Vice
Chairman and Chief Executive Officer of American
Value Brands Inc., a food marketing company of
which he was a co-founder. From 1991 to 1992,
he served as Chairman and Chief Executive
Officer of I. Rokeach & Sons Inc., a kosher food
manufacturing and marketing company. From 1988
to 1990, Mr. Evan was Chairman and Chief
Executive Officer of Newrock Development Inc.,
a real estate development company.
Frederick
J. Horowitz 32 1989 Executive Vice President and Chief
Administrative Officer of the Company since June
1995, having served as Managing Director of the
Company since January 1995 and a director of the
Company since 1989. From 1991 through 1994, Mr.
Horowitz was President and Chief Operating
Officer of the Company. From 1990 to 1991, he
served as Vice President of Operations. From
1988 to 1991, Mr. Horowitz was a Senior Vice
President of Newrock Development Inc., a real
estate development company. Mr. Horowitz is the
son of Dinah Evan, who is married to Uri Evan.
Daniel
Bergman 39 1988 Co-founder of the Company and a Vice President
of the Company since June 1995. Mr. Bergman
also has been Director of New York Metro Sales,
Secretary and a director of the Company since
1988. Between 1987 and 1991, Mr. Bergman was
President of Carnegie International Inc., a
retail and export electronics company.
1
YEAR
FIRST
BECAME
DIRECTOR AGE DIRECTOR PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS
Frederick
R. Adler 71 1993 Director of the Company since 1993. Mr. Adler is
Managing Director of Adler & Company, a venture
capital management firm he organized in 1968,
and a general partner of its related investment
funds. Since January 1, 1996, Mr. Adler has
been of counsel to the law firm of Fulbright &
Jaworski L.L.P. and, for more than five years
prior thereto, was a senior partner in the firm.
Mr. Adler is also Chairman of the Executive
Committee and a director of Data General
Corporation, a computer company, Chairman and a
director of Shells Seafood Restaurants, Inc., a
restaurant chain, and a director of Global
Pharmaceutical Corp., a manufacturer of generic
pharmaceuticals, of Prime Cellular, Inc., a
software company, and of various private
companies.
Dr. Shlomo
Kalish 45 1995 Director of the Company since August 1995. Dr.
Kalish has served since September 1990 as the
director of the Recanati Wharton Insead York
International Marketing Program at the Leon
Recanati Graduate School of Management
Administration, Tel Aviv University. Dr. Kalish
has also served since June 1995 as the managing
director of Jerusalem Global Consultants, an
Israeli investment banking boutique and
strategic consulting firm. Between September
1981 and August 1987, Dr. Kalish was a professor
at the Simon School of Business, University of
Rochester.
Richard A.
Mandell 54 1995 Director of the Company since August 1995. Mr.
Mandell has served since January 1996 as Vice
President-Private Investments at Clariden Asset
Management (New York) Inc., a subsidiary of
Clariden Bank, a private Swiss bank. From 1982
to June 1995, he was a Managing Director of
Investment Banking for Prudential Securities
Incorporated. Mr. Mandell is also a director
of Sbarro, Inc., a food service company, and
Trend-Lines, Inc., a specialty retailer of
woodworking tools and accessories and golf
equipment and supplies.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
To the Company's knowledge, the Company's directors, executive
officers and beneficial owners of more than ten percent of the Company's
Common Stock are in compliance with the reporting requirements of Section
16(a) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company is aware that during 1996, each of Messrs. Horowitz and
Kalish failed to timely report one transaction on Form 4, which transactions
were subsequently reported.
2
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning all cash and
non-cash compensation awarded to, earned by or paid to the Company's chief
executive officer and each of the four most highly compensated executive
officers of the Company during the fiscal year ended December 31, 1996 for
services in all capacities to the Company and its subsidiaries.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------------------------------------------
SECURITIES
UNDERLYING
OTHER ANNUAL STOCK
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(1)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Uri Evan(2) 1996 $200,000 $ -- $22,020 --
Chairman of the Board and Chief 1995 118,308 -- 21,491 --
Executive Officer 1994 70,000 -- -- --
Frederick J. Horowitz(2) 1996 125,000 42,367 5,600 --
Chief Administrative Officer and 1995 88,538 30,144 5,456 --
Executive Vice President 1994 -- -- -- --
Frank Corella 1996 175,000 150,000(3) 12,933 15,000
Vice President of Sales and Marketing 1995 150,000 273,750(3) 20,000 --
1994 150,000 190,388(3) 20,000 --
Harold J. Macsata 1996 125,000 71,867 -- 13,125
Vice President of Finance and 1995 121,961 30,144 -- 22,500
Treasurer 1994 118,000 -- -- --
Daniel Bergman(2) 1996 125,000 42,367 5,600 --
Vice President 1995 88,538 30,144 7,877 --
1994 65,000 -- -- --
------------------------
</TABLE>
(1) Amounts reflected have been adjusted for the three-for-two stock
split of the Company's Common Stock in the form of a stock dividend
paid on February 9, 1996 (the "Stock Split").
(2) Dollar amounts reflected do not include S corporation distributions
made by the Company in each of 1994 and 1995, prior to the Company's
initial public offering of stock in August 1995 (the "1995 IPO").
(3) Represents sales commissions and bonuses. See "--Employment
Agreements."
3
The following table sets forth information on option grants in the
fiscal year ended December 31, 1996 to the persons named in the Summary
Compensation Table. All amounts have been adjusted to reflect the Stock Split.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES
NUMBER OF % OF OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -------------------------------
NAME GRANTED FISCAL YEAR(1) PER SHARE DATE 5% 10%
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Uri Evan -- -- -- -- -- --
Frederick J. Horowitz -- -- -- -- -- --
Frank Corella 15,000 13.18 $15.75 1/2/06 $130,251 $320,815
Harold J. Macsata 13,125 11.54 15.75 1/2/06 113,970 280,713
Daniel Bergman -- -- -- -- -- --
-------------------------------
</TABLE>
(1) Options vest over three years in installments of 25%, 25% and 50%.
(2) Amounts reflected in these columns represent hypothetical values that may
be realized upon exercise of the options immediately prior to the
expiration of their term, assuming the specified annually compounded rates
of appreciation of the Company's Common Stock over the term of the
options. These numbers are calculated based on rules promulgated by the
Securities and Exchange Commission. Actual gains, if any, on stock option
exercises and Common Stock holdings are dependent on the timing of such
exercise and the future performance of the Company's Common Stock.
The following table sets forth information with respect to (i)
exercises of stock options during fiscal 1996 and (ii) unexercised stock
options held at December 31, 1996 by the persons named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
AGGREGATED FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
OPTION EXERCISES HELD AT FISCAL YEAR END AT FISCAL YEAR END($)(2)
-----------------------------------------------------------------------------------------------------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Uri Evan -- -- -- -- -- --
Frederick J. Horowitz -- -- -- -- -- --
Frank Corella 29,786 $1,183,994 29,786 74,573 $1,180,270 $2,748,705
Harold J. Macsata -- -- 5,625 30,000 179,747 878,850
Daniel Bergman -- -- -- --
----------------------------------------
</TABLE>
(1) The "value realized" represents the difference between the exercise
price of the option and the closing price of the Common Stock on The
Nasdaq National Market on the date of exercise.
(2) The value for an "in-the-money" option represents the difference
between the exercise price of the option and the closing price of the
Common Stock on The Nasdaq National Market on December 31, 1996 of
$41.625.
4
EMPLOYMENT AGREEMENTS
In January 1996, the Company entered into an amended employment
agreement with Mr. Evan which provides for an annual base salary of $200,000,
as well as such bonuses as may be authorized from time to time by the Board of
Directors. The agreement expires in June 1999, with automatic extensions of
one year unless terminated, and a covenant not to compete for a period of up
to twenty-four months following the termination of employment. Mr. Evan has
agreed to devote approximately 80% of his working time to the business and
affairs of the Company. If the Company terminates the agreement other than for
cause, Mr. Evan will be entitled to continue to receive his base salary
through the end of the term. The agreement also provides that in the event of
a Change of Control (as defined in the agreement) during the term of the
agreement or during the twenty-four months thereafter, Mr. Evan shall receive
a payment equal to 2.5% of the increase in the Market Capitalization of the
Company (as defined in the agreement) between the Company's 1995 initial
public offering and such Change of Control.
Messrs. Horowitz and Bergman have each entered into an employment
agreement with the Company that provides for an annual base salary of
$125,000, the right to receive 8% of the OGM Pool (as defined below) and such
other bonuses as may be authorized from time to time by the Board of
Directors. See "--Profit Sharing Plan." Each agreement has a term of three
years expiring in 1998, with automatic extensions of one year unless
terminated, and a covenant not to compete for a period of up to twenty-four
months following the termination of employment. Each agreement requires the
executive to devote his full time, attention and efforts to the business and
affairs of the Company. If the Company terminates an agreement other than for
cause, the terminated employee will be entitled to continue to receive his
base salary through the end of the term.
Messrs. Corella and Macsata have each entered into an employment
agreement with the Company that provides for an annual base salary of $175,000
in the case of Mr. Corella and $125,000 in the case of Mr. Macsata. The
agreement with Mr. Macsata also provides for the payment of such bonuses as
may be authorized from time to time by the Board of Directors, as well as the
right to receive 8% of the OGM Pool. Mr. Corella is also expected to be able
to earn sales commissions and, pursuant to the terms of his employment
agreement, is entitled to receive an additional $125,000 in bonuses in the
event the Company's net sales exceed $100,000,000 for the year. If the Company
terminates an agreement other than for cause, in the case of Mr. Corella, he
will be entitled to receive his base salary through the end of the term or, in
the case of Mr. Macsata, he will be entitled to receive his base salary for
the lesser of six months from the date of such termination or the remainder of
the term.
In March 1997, the Company entered into an employment agreement with
Richard D. Coslow to serve as the Company's Chief Financial Officer beginning
April 14, 1997. The agreement provides for an annual base salary of $156,000
plus such bonuses as may be authorized from time to time by the Board of
Directors, the right
5
to receive 8% of the OGM Pool and the right to receive an option to purchase
15,000 shares of Common Stock pursuant to the Company's 1995 Stock Option
Plan. The agreement has an initial three year term, with automatic extensions
of one year unless terminated. If the Company terminates the agreement other
than for cause, or the permanent disability or death of Mr. Coslow, he will be
entitled to continue to receive his base salary for a period of six months
from the date of such termination (or one year in the event such termination
occurs within the first year of his employment).
PROFIT SHARING PLAN
The Company has a profit sharing plan (the "OGM Plan") based on the
amount by which the Company's OGM exceeds 10% in a given year. OGM is equal to
the percentage of gross sales represented by the Company's income from
operations plus general and administrative expenses. If the Company's OGM
exceeds 10%, a percentage of that excess is placed in a bonus pool (the "OGM
Pool"). The percentage added to the OGM Pool varies between 5% and 22% of OGM
in excess of 10%, except that the total amount available for distribution does
not include amounts calculated based on annual net sales in excess of $200
million. Of the OGM Pool, 32% currently is allocated for distribution to
senior executives with Messrs. Bergman, Horowitz, Macsata and Coslow each to
receive 8%. Of the remainder of the OGM Pool, no participant currently can
receive a distribution greater than 50% of his or her base salary. Amounts not
allocated for distribution under the OGM Pool will not be distributed. For
1995 and 1996, the Company made payments aggregating approximately $231,000
and $410,000, respectively, under the OGM Plan. No distributions were made
under the OGM Plan for periods prior to 1995.
COMPENSATION OF DIRECTORS
Each non-employee director of the Company receives (i) an annual fee
of $15,000 and (ii) $1,500 per day for each Board of Directors or committee
meeting attended but not more than $1,500 for any single day, regardless of
the number of meetings of the Board of Directors or any committee thereof
attended during that day. In addition, directors who are not employees of the
Company are compensated through stock options. See "--Non-Employee Directors'
Plan."
1995 STOCK OPTION PLAN
Effective in August 1995, the Company adopted the USA Detergents,
Inc. 1995 Stock Option Plan (the "Plan") pursuant to which options to purchase
an aggregate of 388,935 shares of Common Stock may be granted to key employees
and consultants of the Company and any of its subsidiaries. The Plan was
adopted for the purpose of securing for the Company and its stockholders the
benefits of common stock ownership of the Company by key personnel of the
Company and its subsidiaries. The Board of Directors believes that the
granting of options under the Plan will foster the Company's ability to
attract, retain and motivate those individuals who will be largely responsible
for the profitability and long-term future growth of the Company.
6
The Plan authorizes the Board to issue incentive stock options
("ISO's"), as defined in Section 422(b) of the Internal Revenue Code (the
"Code"), and stock options that do not conform to the requirements of that
Code section ("Non-ISO's"). The exercise price of each ISO may not be less
than 100% of the fair market value of the Common Stock at the time of grant,
except that in the case of a grant to an employee who owns (within the meaning
of Code Section 422(b)(6)) 10% or more of the outstanding stock of the Company
or any subsidiary (a "10% Stockholder"), the exercise price may not be less
than 110% of such fair market value. The exercise price of each Non-ISO may
not be less than the par value of the Common Stock. Generally, options will
vest over a three to five year period, subject to acceleration in the event of
a Change in Control (as hereinafter defined), and may not be exercised after
the tenth anniversary (fifth anniversary in the case of an ISO granted to a
10% Stockholder) of their grant. Options may not be transferred during the
lifetime of an optionholder. No stock options may be granted under the Plan
after August 2005.
The Plan is administered by the Stock Option Committee (the
"Committee") of the Board of Directors. Subject to the provisions of the Plan,
the Committee has the authority to, among other things, determine the
individuals to whom the stock options are to be granted, the number of shares
to be covered by each option, the option price, the type of option, the option
period, the restrictions, if any, on the exercise of the option and the terms
for the payment of the option price, interpret the provisions of the Plan,
fix and interpret the provisions of option agreements made under the Plan,
supervise the administration of the Plan, and take such other action as
may be necessary or desirable in order to carry out the provisions of the
Plan. Each grant of options is to be evidenced by a stock option agreement
executed by the Company and the optionee at the time of grant in accordance
with the terms and conditions of the Plan.
No option will become exercisable unless the person to whom the
option is granted remains in the continuous employ or service of the Company
or one of its subsidiaries for at least six months (or for such longer period
as the Committee may designate) from the date the option is granted. Unless
extended by the Committee, if an optionee ceases to be employed by or to
perform services for the Company or one of its subsidiaries for any reason
other than death or disability, then each outstanding option granted to him or
her under the Plan will terminate on the date three months after the date of
such termination of employment or service, of, if earlier, the date specified
in the option agreement. If an optionee's employment or service is terminated
by reason of the optionee's death or disability (or if the optionee's
employment or service is terminated by reason of his or her disability and the
optionee dies within one year after such termination of employment or
service), then, unless extended by the Committee, each outstanding option
granted to the optionee under the Plan will terminate on the date one year
after the date of such termination of employment or service (or one year after
the later death of a disabled optionee) or, if earlier, the date specified in
the option agreement.
7
If any event constituting a "Change in Control of the Company" shall
occur, all options granted under the Plan which are outstanding at the time a
Change in Control of the Company occurs will immediately become exercisable. A
"Change in Control of the Company" will be deemed to occur if (i) there is
consummated (x) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which
shares of the Company's Common Stock would be converted into cash, securities
or other property, other than a merger of the Company in which the holders of
the Company's Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (y) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, or (ii) the stockholders of
the Company approve any plan or proposal for liquidation or dissolution of the
Company, or (iii) any person (as such term is used in Section 13(d) and
14(d)(2) of the Exchange Act), becomes the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of 40% or more of the Company's
outstanding Common Stock other than pursuant to a plan or arrangement entered
into by such person and the Company, or (iv) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the entire Board of Directors cease for any reason to constitute a majority
thereof unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period.
The Board of Directors may amend or terminate the Plan. Except as
otherwise provided in the Plan with respect to equity changes, any amendment
which would increase the aggregate number of shares of Common Stock as to
which options may be granted under the Plan, materially increase the benefits
under the Plan, or modify the class of persons eligible to receive options
under the Plan is subject to the approval of the Company's stockholders. No
amendment or termination may affect adversely any outstanding option without
the written consent of the optionee.
FEDERAL INCOME TAX CONSEQUENCES
An optionee will not realize taxable income upon the grant of an
option. In general, the holder of a Non-ISO will realize ordinary income when
the option is exercised equal to the excess of the value of the stock over the
exercise price (i.e., the option spread), and the Company receives a
corresponding deduction in the same amount, subject to the deduction limits of
Section 162(m) of the Code. (If an optionee is subject to the six month
restrictions on sale of Common Stock under Section 16(b) of the Exchange Act,
ordinary income recognition generally will be postponed until the date the
restrictions lapse, unless an early income recognition election is made.)
Upon a later sale of the stock, an optionee will realize capital gain or loss
equal to the difference between the selling price and the value of the stock
at the time the option was exercised (or, if later, the time the ordinary
income is recognized with respect to the shares received upon exercise).
8
The holder of an ISO will not realize taxable income upon the
exercise of the option (although the option spread is an adjustment to taxable
income that may result in alternative minimum tax (the adjustment, if any, is
also added to the basis of the shares for purposes of determining adjusted
gain or loss under the alternative minimum tax when the shares are sold)). If
the stock acquired upon exercise of the ISO is sold or otherwise disposed of
within two years from the option grant date or within one year from the
exercise date, then, in general, gain realized on the sale is treated as
ordinary income to the extent of the option spread at the exercise date, and
the Company receives a corresponding deduction in the same amount, subject to
the limitations of Section 162(m) of the Code. Any remaining gain is treated
as short-term or long-term capital gain depending on the holding period. If
the stock is held for at least two years from the grant date and one year from
the exercise date, then gain or loss realized upon the sale will be capital
gain or loss and the Company will not be entitled to a deduction.
NON-EMPLOYEE DIRECTORS' PLAN
Effective in August 1995, the Company adopted a Stock Option Plan for
Non-Employee Directors (the "Directors' Plan"), pursuant to which options to
acquire an aggregate of 75,000 shares of Common Stock may be granted to
non-employee directors. The Directors' Plan provides for the automatic grant
to each of the Company's non-employee directors of (1) an option to purchase
4,500 shares of Common Stock on the later of the date of such director's
initial election or appointment to the Board of Directors or the date of
adoption of the Directors' Plan, and (2) an option to purchase 4,500 shares of
Common Stock on each annual anniversary of such election or appointment,
provided that such individual is on that anniversary date a non-employee
director. The options will have an exercise price of 100% of the fair market
value of the Common Stock on the date of grant, have a ten-year term and
become exercisable in four equal quarterly installments commencing on the date
which is three months after the date of the grant thereof, subject to
acceleration in the event of a change of control (as defined in the Directors'
Plan). The options may be exercised by payment in cash, check or shares of
Common Stock.
9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Uri Evan, Chief Executive Officer, Chairman of the Board and a
principal stockholder of the Company, is also a director, officer and
stockholder of American Value Brands Inc. and a director and officer of Net
Grocer Inc. and Frederick R. Adler, a director and principal stockholder of
the Company, is also a director and stockholder of American Value Brands Inc.
and a director of Net Grocer Inc.
10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information as of April 17, 1997
regarding the beneficial ownership of the Company's Common Stock of: (i) each
person known by the Company to own beneficially more than five percent of the
outstanding Common Stock; (ii) each director and nominee for director of the
Company; (iii) each executive officer named in the Summary Compensation Table
(see "Executive Compensation" above); and (iv) all directors and executive
officers of the Company as a group. Except as otherwise specified, the named
beneficial owner has the sole voting and investment power over the shares
listed.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF PERCENTAGE OF
COMMON STOCK (2) COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER (1)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Uri Evan (3).............................................. 984,505 7.14%
Dinah Evan (3)............................................ 984,505 7.14
Frederick J. Horowitz (4)................................. 1,049,080 7.61
Daniel Bergman (5)........................................ 907,503 6.58
Bergman Family Limited Partnership (5)
1961 East 1st Street
Brooklyn, New York 11223............................... 900,003 6.53
Frederick R. Adler (6)
1520 South Ocean Boulevard
Palm Beach, Florida 33480.............................. 1,758,558 12.75
Dr. Shlomo Kalish (7)..................................... 3,375 *
Richard A. Mandell (6)
c/o Clariden Asset Management
540 Madison Avenue
New York, New York 10022............................... 12,375 *
Joseph S. Cohen (8)
1585 East 10th Street
Brooklyn, New York 11230............................... 900,003 6.53
Mark Antebi (9)
1435 East 9th Street
Brooklyn, New York 11230............................... 900,003 6.53
Rachamim Anatian (10)
1323 President Street
Brooklyn, New York 11230............................... 1,208,300 8.76
Pilgrim Baxter & Associates, Ltd. (11)
1255 Drumers Lane, Suite 300
Wayne, Pennsylvania 19087.............................. 1,370,100 9.93
Harold J. Macsata(12)..................................... 25,556 *
Frank Corella (13)........................................ 75,822 *
All directors and executive officers as
a group (8 persons).................................... 4,533,107 32.80%
</TABLE>
------------
* Indicates less than one percent.
11
(1) Except as otherwise noted, the address of the named stockholder is
c/o USA Detergents, Inc., 1735 Jersey Avenue, North Brunswick, New
Jersey 08902.
(2) Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission (the "Commission") which
generally attribute beneficial ownership of securities to persons who
possess sole or shared voting power and/or investment power with
respect to those securities.
(3) Amounts reflected for Uri Evan and Dinah Evan, who are married to one
another, consist of (i) an aggregate of 386,430 shares held by Dinah
Evan and a grantor retained annuity trust of which Mrs. Evan is the
grantor, (ii) 312,130 shares held by Uri Evan and (iii) 285,945
shares of Common Stock held by a trust for the benefit of a child of
Mr. Evan. Mr. and Mrs. Evan may each be deemed to beneficially own
the shares of Common Stock held by the other and the shares of Common
Stock held by each trust. Each of Mr. and Mrs. Evan disclaims
beneficial ownership of all shares other than those held in his or
her name.
(4) Includes 283,667 shares of Common Stock held by the grantor retained
annuity trust of which Dinah Evan is the grantor and Mr. Horowitz is
the remainderman and a trustee. See footnote (3) above.
(5) Daniel Bergman may be deemed to be the beneficial owner of the
900,003 shares of Common Stock beneficially owned by the Bergman
Family Limited Partnership, a Nevada partnership of which Mr. Bergman
is the general partner. Mr. Bergman disclaims beneficial ownership of
all shares other than those held in his name.
(6) Includes options to purchase 7,875 shares of Common Stock,
exercisable within 60 days.
(7) Represents options to purchase 3,375 shares of Common Stock,
exercisable within 60 days.
(8) Includes 238,290 shares of Common Stock held by the children of Mr.
Cohen. Mr. Cohen disclaims beneficial ownership of all shares other
than those held in his name.
(9) Includes 211,813 shares of Common Stock held by the children of Mr.
Antebi. Mr. Antebi disclaims beneficial ownership of all shares other
than those held in his name.
(10) Information is as of February 7, 1997 and is derived solely from the
Schedule 13D, as amended, dated February 7, 1997, filed with the
Securities and Exchange Commission by Mr. Anatian.
(11) Information is as of February 14, 1997 and is derived solely from the
Schedule 13G, dated February 14, 1997, filed with the Securities and
Exchange Commission by Pilgrim Baxter & Associates, Ltd. ("Pilgrim").
Amount reflected includes 699,100 shares of Common Stock held by PBHG
Growth Fund, a registered investment company for which Pilgrim acts
as investment adviser.
(12) Includes options to purchase 8,906 shares of Common Stock,
exercisable within 60 days.
(13) Includes options to purchase 3,750 shares of Common Stock,
exercisable within 60 days.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 1994, U.S.A. Products, Inc., a New Jersey corporation, agreed
to act as guarantor under the Company's then existing line of credit facility.
This facility, and consequently the guaranty, were terminated in December 1996.
U.S.A. Products, Inc. is owned by Mr. Horowitz and the wives of Messrs. Antebi,
Bergman, Cohen and Anatian.
In 1995, Mr. Adler and Mr. Blair Effron were granted rights to
"piggyback" on any registration statement filed by the Company, subject to
certain restrictions. The registration rights agreement relating to such
"piggyback" rights covers all Common Stock held by Messrs. Adler and Effron.
Mr. Adler has been of counsel to the law firm of Fulbright & Jaworski L.L.P.
since January 1, 1996, which firm was retained to provide legal services to
the Company during fiscal 1996.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
USA DETERGENTS, INC.
Dated: April 29, 1997 By: /s/ Uri Evan
----------------------
Name: Uri Evan
Title: Chief Executive Officer
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