US INDUSTRIES INC /DE
8-K, 2000-12-22
HEATING EQUIP, EXCEPT ELEC & WARM AIR; & PLUMBING FIXTURES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                       Securities and Exchange Act of 1934

                                   ----------

                        Date of Report: December 22, 2000


                              U.S. Industries, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                     1-14557                  22-3568449
----------------------------       ----------------       ----------------------
(State or other jurisdiction       (Commission File           (IRS Employer
     of incorporation)                 Number)            Identification Number)


       101 Wood Avenue South, Iselin, N.J.                      08830-0169
     ----------------------------------------                   ----------
     (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code:           (732) 767-0700

<PAGE>

Item 5.    Other Events.

           In connection with the previously announced proposed spin-off of the
lighting and industrial tools businesses of U.S. Industries, Inc., on December
18, 2000, LCA Group Inc., a wholly owned subsidiary of U.S. Industries, Inc.,
filed Amendment No. 2 to its Form 10 Registration Statement under the Securities
and Exchange Act of 1934. The Amendment was filed in response to comments by the
Securities and Exchange Commission, and incorporates information related to the
tax-free nature of the spin-off. The press release issued by U.S. Industries,
Inc. on December 19, 2000 is attached to this Form 8-K as an exhibit and is
incorporated by reference herein.

           On December 21, 2000, the U.S. Industries, Inc. Board of Directors
declared a dividend of its wholly-owned subsidiary, LCA Group Inc. The dividend
will be in the form of one (1) share of LCA Group for each ten (10) shares of
USI held by shareholders of record as of January 10, 2001. The dividend is
subject to: (a) completion of new bank financing for both USI and LCA; (b)
effectiveness of LCA Group's Form 10 registration statement; (c) approval of
NYSE trading for LCA Group shares; and (d) receipt of opinions from USI's tax
advisors that the dividend should be tax free to USI and its shareholders. The
press release issued by U.S. Industries, Inc. on December 21, 2000 is attached
to this Form 8-K as an exhibit and is incorporated by reference herein.


Item 7.    Financial Statements and Exhibits.

(c)  Exhibits

     99.1  U.S. Industries, Inc. Press Release, dated December 19, 2000.
     99.2  U.S. Industries, Inc. Press Release, dated December 21, 2000.

<PAGE>

           Pursuant to the requirements 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.


                                        U.S. Industries, Inc.



                                        By:  /s/ Steven C. Barre
                                            ------------------------------------
                                             Name:   Steven C. Barre
                                             Title:  Vice President, General
                                                     Counsel and Secretary


Date:  December 22, 2000

<PAGE>

                                  EXHIBIT INDEX


Item No.
---------

  99.1     U.S. Industries, Inc. Press Release, dated December 19, 2000.
  99.2     U.S. Industries, Inc. Press Release, dated December 21, 2000.



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