UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Crown Laboratories, Inc.
_____________________________________________________________________
(Name of Issuer)
Common Stock (par value $0.001 per share)
_____________________________________________________________________
(Title Class of Securities)
228-39230
_____________________________________________________________________
(CUSIP Number)
Christopher C. Demetree, 3740 Beach Blvd., Suite 300,
Jacksonville, FL 32207
_____________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
July 31, 1996
_____________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 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).
<PAGE>
CUSIP No. 228-39230
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSONS:
Christopher C. Demetree
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [X]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 993,381
8 SHARED VOTING POWER 8,874
9 SOLE DISPOSITIVE POWER 993,381
10 SHARED DISPOSITIVE POWER 8,874
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,034,639
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.4%
14
TYPE OF REPORTING PERSON:
IN
Page 2 of 18
<PAGE>
CUSIP No. 228-39230
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSONS:
Shelly S. Demetree
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [X]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 32,384
8 SHARED VOTING POWER 4,000
9 SOLE DISPOSITIVE POWER 32,384
10 SHARED DISPOSITIVE POWER 4,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
36,384
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.2%
14
TYPE OF REPORTING PERSON:
IN
Page 3 of 18
<PAGE>
CUSIP No. 228-39230
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSONS:
Mark C. Demetree
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [X]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 333,197
8 SHARED VOTING POWER 4,874
9 SOLE DISPOSITIVE POWER 331,197
10 SHARED DISPOSITIVE POWER 4,874
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
338,071
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.8%
14
TYPE OF REPORTING PERSON:
IN
Page 4 of 18
<PAGE>
CUSIP No. 228-39230
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSONS:
Jack C. Demetree, Jr.
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [X]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 298,197
8 SHARED VOTING POWER 4,874
9 SOLE DISPOSITIVE POWER 298,197
10 SHARED DISPOSITIVE POWER 4,874
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
343,071
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.8%
14
TYPE OF REPORTING PERSON:
IN
Page 5 of 18
<PAGE>
CUSIP No. 228-39230
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSONS:
Tammy B. Demetree
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [X]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 40,000
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 40,000
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
40,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.2%
14
TYPE OF REPORTING PERSON:
IN
Page 6 of 18
<PAGE>
CUSIP No. 228-39230
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSONS:
Elisa A. Demetree
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [X]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 67,941
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 67,941
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
67,941
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.4%
14
TYPE OF REPORTING PERSON:
IN
Page 7 of 18
<PAGE>
CUSIP No. 228-39230
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSONS:
Leslie A. Demetree-Doherty
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [X]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 67,941
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 67,941
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
67,941
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.4%
14
TYPE OF REPORTING PERSON:
IN
Page 8 of 18
<PAGE>
CUSIP No. 228-39230
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSONS:
Demetree Brothers, Inc.
5923-087-51
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [X]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 4,874
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 4,874
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,874
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
less than 0.1%
14
TYPE OF REPORTING PERSON:
CO
Page 9 of 18
<PAGE>
Attachment to Schedule 13D
Filed on behalf of Christopher C. Demetree, Shelly S. Demetree,
Mark C. Demetree, Jack C. Demetree, Jr., Tammy B. Demetree,
Eilsa A. Demetree, Leslia A. Demetree-Doherty, and Demetree
Brothers, Inc.
Item 1 - Security and Issuer
This statement relates to the Common Stock, par value $0.001
per share (the "Common Stock"), of Crown Laboratories, Inc.
(the "Issuer"), which has its principal executive offices at
6780 Caballo Street, Las Vegas, Nevada 89119.
Item 2 - Identity and Background
Items 2(a) - 2(c).
This Schedule 13D is filed on behalf of each of the
following persons described below (the "Reporting Persons").
The Reporting Persons are making a single joint filing
pursuant to Rule 13d-1(f) as a precautionary matter in the
event that they are deemed to comprise one or more "groups"
within the meaning of section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The
Reporting Persons could be deemed to be a group for purposes
of this Schedule 13D because of their family relationships
and/or the grant of certain proxies in favor of Christopher
C. Demetree by certain of the other reporting Persons
relating to the voting of 256,000 shares of the Common Stock
of the Issuer (see also Item 6 and Exhibit 7.1 below). As
discussed herein, Christopher C. Demetree, Jack C. Demetree,
Jr. and Mark C. Demetree are brothers and majority
stockholders of Demetree Brothers, Inc. The Reporting
Persons expressly disclaim that they have acted as a group
for purposes of acquiring, holding, voting or disposing of
shares of the Common Stock of the Issuer, and each Reporting
Person disclaims beneficial ownership of any shares of
Common Stock of the Issuer owned by each of the other
Reporting Persons, by Jack C. Demetree, Sr. or M. Harris
Dunn, or by any other person.
The name, residence or business address, and present
principal occupation or employment of each person who is an
individual and the name, principal business, and address of
any corporation or other organization in which such
employment is conducted are as follows:
(1) Christopher C. Demetree, whose present principal occupation
is Secretary, National Account Executive, and member of the
Board of Directors of the Issuer. Christopher C. Demetree's
business address is: c/o Demetree Brothers, Inc., 3740 Beach
Blvd., Suite 300, Jacksonville, FL 32207. Christopher C.
Demetree is also a Vice President, Assistant Secretary, 30%
shareholder and a member of the Board of Directors of
Demetree Brothers, Inc.
<PAGE>
(2) Shelly S. Demetree, whose present principal occupation is
housewife. Shelly S. Demetree's residence address is c/o
Demetree Brothers, Inc., 3740 Beach Blvd., Suite 300,
Jacksonville, FL 32207.
(3) Mark C. Demetree, whose present principal occupation is
President of North American Salt Co., Inc., a salt mining and
production firm. The principal business address of North
American Salt Co., Inc. is 8300 College Boulevard, Overland
Park, Kansas, 66210. Mark C. Demetree is also Secretary,
Vice preident, a 30% shareholder and a director of Demetree
Brothers, Inc.
(4) Jack C. Demetree, Jr., whose present principal occupation is
President of Demetree Brothers, Inc. Jack C. Demetree's
business address is: c/o Demetree Brothers, Inc., 3740 Beach
Blvd., Suite 300, Jacksonville, FL 32207. Jack C. Demetree
is also a 30% shareholder and a director of Demetree
Brothers, Inc.
(5) Tammy B. Demetree, whose present principal occupation is
housewife. Tammy B. Demetree's residence address is: c/o
Demetree Brothers, Inc., 3740 Beach Blvd., Suite 300,
Jacksonville, FL 32207.
(6) Elisa A. Demetree, whose present principal occupation is
Vice President, Demetree Brothers, Inc. Elisa A. Demetree's
business address is: c/o Demetree Brothers, Inc., 3740 Beach
Blvd., Suite 300, Jacksonville, FL 32207.
(7) Leslie A. Demetree-Doherty, whose present principal
occupation is housewife. Leslie A. Demetree-Doherty's
residence address is: c/o Demetree Brothers, Inc., 3740 Beach
Blvd., Suite 300, Jacksonville, FL 32207.
(8) Demetree Brothers, Inc. a Florida corporation, a real
estate management firm which has its principal place of
business located at 3740 Beach Blvd., Suite 300,
Jacksonville, FL 32207. The directors of Demetree Brothers,
Inc. are: (i) Christopher C. Demetree, (ii) Jack C. Demetree,
Jr., (iii) Mark C. Demetree, and (iv) Jack C. Demetree, Sr.
(Chairman of the Board). The executive officers of Demetree
Brothers, Inc. are (i) Jack C. Demetree, Sr., Chief Executive
Officer, (ii) Jack C. Demetree, Jr., President, (iii) Mark C.
Demetree, Vice President and Secretary, (iv) Christopher C.
Demetree, Vice President and Assistant Secretary, (v) M.
Harris Dunn, Vice President and Assistant Secretary, and (vi)
Elisa A. Demetree, Vice President.
Christopher C. Demetree, Jack C. Demetree, Jr. and Mark C.
Demetree are brothers and 30% stockholders of Demetree
Brothers, Inc. Jack C. Demetree, Sr. is a 10% stockholder of
Directors of Demetree Brothers, Inc. Because of their 90%
interest in Demetree Brothers, Inc., Christopher C. Demetree,
Jack C. Demetree, Jr. and Mark C. Demetree control Demetree
Brothers, Inc.
<PAGE>
(9) Provided in this paragraph (9) is the information required
to be disclosed under General Instruction C and Item 2(a) -
(c) of this Schedule 13D with respect to Jack C. Demetree,
Sr. and M. Harris Dunn. Jack C. Demetree, Sr., the Chairman
of the Board and Chief Executive Officer of Demetree
Brothers, Inc. is the beneficial owner of 210,000 shares of
Common Stock of the Issuer (including a conversion right
under a warrant to acquire 90,000 shares). Jack C. Demetree,
Sr.'s business address is c/o Demetree Brothers, Inc., 3740
Beach Blvd., Suite 300, Jacksonville, FL 32207. M. Harris
Dunn is the beneficial owner of 4,000 shares of Common Stock
of the Issuer. M. Harris Dunn's business address is c/o
Demetree Brothers, Inc., 3740 Beach Blvd., Suite 300,
Jacksonville, FL 32207.
Item 2(d) and 2(e)
With respect to each of the Reporting Persons identified
in paragraphs (1) - (8) above, no such person has, during
the last five years, (i) been convicted in a criminal
proceeding or (ii) been a party to a civil proceeding and as
a result of which was or is subject to a judgment, decree,
or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws, or a judgment, decree, or final order
finding any violations with respect to such laws.
Neither Jack C. Demetree, Sr. nor M. Harris Dunn has,
during the last five years, (i) been convicted in a criminal
proceeding or (ii) been a party to a civil proceeding and as
a result of which was or is subject to a judgment, decree,
or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws, or a judgment, decree, or final order
finding any violations with respect to such laws.
Item 2(f)
With respect to each of the Reporting Persons identified in
paragraphs (1) - (8) above who is a natural person, each
such natural person is a citizen of the United States. Both
Jack C. Demetree, Sr. and M. Harris Dunn are also citizens
of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Except with regard to the 4,874 shares of Common Stock held
by Demetree Brothers, Inc., all of the shares of Common Stock of
the Issuer beneficially owned by each of the Reporting Persons
were acquired with personal funds. The 4,874 shares of Common
Stock held by Demetree Brothers, Inc. were acquired with working
capital funds of Demetree Brothers, Inc.
The 1,753,915 shares of Common Stock which are the subject
of this Schedule 13D have been purchased in open market
transactions or may be acquired pursuant to the terms of option
or warrant agreements between the Reporting Persons and the
Issuer at an aggregate cost of approximately $2,000,000. No
leverage or borrowed funds have been used to purchase any of the
shares of Common Stock which are the subject of this Schedule
13D.
<PAGE>
The 210,000 shares of Common Stock beneficially owned by
Jack C. Demetree, Sr. were acquired with personal funds in open
market transactions or may be acquired pursuant to the terms of a
warrant agreement at an aggregate cost of approximately $279,000.
No leverage or borrowed funds have been used to purchase any of
the shares of Common Stock owned by Jack C. Demetree, Sr.
The 4,000 shares of Common Stock beneficially owned by M.
Harris Dunn were acquired with personal funds in open market
transactions at an aggregate cost of approximately $6,000. No
leverage or borrowed funds have been used to purchase any of the
shares of Common Stock owned by M. Harris Dunn.
Item 4. Purpose of Transaction.
The shares of Common Stock beneficially owned, directly and
indirectly, by the Reporting Persons have been acquired for, and
are being held for, investment purposes. From time to time in
the past, Christopher C. Demetree has had discussions with the
other Reporting Persons concerning the possibility of investing
in Common Stock or other securities of the Issuer, but
Christopher C. Demetree and the Reporting Persons have no
specific plans to discuss in the future whether to acquire, hold,
vote or dispose of shares of the Common Stock of the Issuer.
None of the Reporting Persons have any plan or proposal which
relates to, or would result in, any of the actions enumerated in
Item 4 of the instructions to Schedule 13D.
The shares of Common Stock beneficially owned, directly and
indirectly, by Jack C. Demtree, Sr. and M. Harris Dunn have been
acquired for, and are being held for, investment purposes. To the
knowledge of the Reporting Persons, niether Jack C. Demtree, Sr.
nor M. Harris Dunn have any plan or proposal which relates to, or
would result in, any of the actions enumerated in Item 4 of the
instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Number of shares of Common Stock of the Issuer beneficially
owned (percentages are calcuated based upon 18,795,488 shares
issued and outstanding as reported in the Issuer's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1996):FN1
(1) by Christopher C. Demetree - 1,034,639 (includes an option
to purchase 258,910 shares and a conversion right under a warrant
to acquire 90,000 shares); Percentage of Common Stock
beneficially owned: 5.4%.
___________________________
FN1 On the basis of the 19,813,912 shares issued and outstanding
as of the date of this filing, the percentages in paragraphs
(1) - (8) of Item 5(a) are as follows: (1) Christopher C.
Demetree, 5.1%; (2) Shelly S. Demetree, 0.2 %; (3) Mark C.
Demetree, 1.7%; (4) Jack C. Demetree, Jr., 1.7%; (5) Tammy
B. Demetree, 0.2%; (6) Elisa A. Demetree, 0.3%; (7) Leslie
A. Demetree-Doherty, 0.3%; and (8) Demetree Brothers, Inc.,
less than 0.1%.
<PAGE>
(2) by Shelly S. Demetree - 36,384; 0.2%.
(3) by Mark C. Demetree - 338,197 (includes a conversion
right under a warrant to acquire 90,000 shares); 1.8%.
(4) by Jack C. Demetree, Jr. - 343,071 (includes a
conversion right under a warrant to acquire 90,000 shares); 1.8%.
(5) by Tammy B. Demetree - 40,000 (includes 30,000 shares
held for Tammy B. and Jack C. Demetree, Jr's minor children
under the Uniform Gifts to Minors Act); 0.2%.
(6) by Elisa A. Demetree - 67,941; 0.4%.
(7) by Leslie A. Demetree-Doherty - 67,941; 0.4%.
(8) by Demetree Brothers, Inc. - 4,874; less than 0.1%.
(9) Jack C. Demetree, Sr. is the beneficial owner of
210,000 shares (approximately 1.1%) of the Common Stock
of the Issuer (includes a conversion right under
a warrant to acquire 90,000 shares). M. Harris Dunn is the
beneficial owner of 4,000 shares (less than 0.1%) of
the Common Stock of the Issuer.
(b) Number of shares as to which each such person has
sole/shared voting or dispositive power:
(1) Number of shares of which Christopher C. Demetree has sole
power to vote or to direct the vote: 993,381 (includes an
option to purchase 258,910 shares and a conversion right
under a warrant to acquire 90,000 shares). Number of shares
of which Christopher C. Demetree has sole power to dispose
or to direct the disposition of: 993,381 (includes an option
to purchase 258,910 shares and a conversion right under a
warrant to acquire 90,000 shares). Number of shares of
which Christopher C. Demetree has shared power to vote or to
direct the vote: 8,874. Number of shares of which
Christopher C. Demetree has shared power to dispose or to
direct the disposition of: 8,874.
(2) Number of shares of which Shelly S. Demetree has sole
power to vote or to direct the vote: 32,384. Number of
shares of which Shelly S. Demetree has sole power to dispose
or to direct the disposition of: 32,384. Number of shares of
which Shelly S. Demetree has shared power to vote or to
direct the vote: 4,000. Number of shares of which Shelly S.
Demetree has shared power to dispose or to direct the
disposition of: 4,000.
(3) Number of shares of which Mark C. Demetree has sole power
to vote or to direct the vote: 333,197 (includes a conversion
right under a warrant to acquire 90,000 shares). Number of
shares of which Mark C. Demetree has sole power to dispose or
to direct the disposition of: 333,197 (includes a conversion
right under a warrant to acquire 90,000 shares). Number of
shares of which Mark C. Demetree has shared power to vote or
to direct the vote: 4,874. Number of shares of which Mark C.
Demetree has shared power to dispose or to direct the
disposition of: 4,874.
(4) Number of shares of which Jack C. Demetree, Jr. has sole
power to vote or to direct the vote: 298,197 (includes a
conversion right under a warrant to acquire 90,000 shares).
Number of shares of which Jack C. Demetree, Jr. has sole power
to dispose or to direct
<PAGE>
the disposition of: 298,197 (includes a conversion right
under a warrant to acquire 90,000 shares). Number of shares
of which Jack C. Demetree, Jr. has shared power to vote or
to direct the vote: 4,874. Number of shares of which Jack
C. Demetree, Jr. has shared power to dispose or to direct
the disposition of: 4,874.
(5) Number of shares of which Tammy B. Demetree has sole
power to vote or to direct the vote: 40,000 (includes 30,000
shares held for Tammy B. and Jack. C. Demetree, Jr's minor
children under the Uniform Gifts to Minors Act). Number of
shares of which Tammy B. Demetree has sole power to dispose or
to direct the disposition of: 40,000 (includes 30,000 shares
held for Tammy B. and Jack. C. Demetree, Jr's minor children
under the Uniform Gifts to Minors Act). Number of shares of
which Tammy B. Demetree has shared power to vote or to direct
the vote: -0-. Number of shares of which Tammy B. Demetree
has shared power to dispose or to direct the disposition of: -0-.
(6) Number of shares of which Elisa A. Demetree has sole power
to vote or to direct the vote: 67,941. Number of shares of
which Elisa Demetree has sole power to dispose or to direct
the disposition of: 67,941. Number of shares of which Elisa
A. Demetree has shared power to vote or to direct the vote: -0-
Number of shares of which Elisa A. Demetree has shared
power to dispose or to direct the disposition of: -0-.
(7) Number of shares of which Leslie A. Demetree-Doherty has
sole power to vote or to direct the vote: 67,941. Number of
shares of which Leslie A. Demetree-Doherty has sole power to
dispose or to direct the disposition of: 67,941. Number of
shares of which Leslie A. Demetree-Doherty has shared power
to vote or to direct the vote: -0-. Number of shares of which
Leslie A. Demetree-Doherty has shared power to dispose or to
direct the disposition of: -0-.
(8) Number of shares of which Demetree Brothers, Inc. has sole
power to vote or to direct the vote: 4,874. Number of shares
of which Demetree Brothers, Inc. has sole power to dispose or
to direct the disposition of: 4,874. Number of shares of
which Demetree Brothers, Inc. has shared power to vote or to
direct the vote: -0-. Number of shares of which Demetree
Brothers, Inc. has shared power to dispose or to direct the
disposition of: -0-.
(9) Jack C. Demetree, Sr. has the sole power to vote or to
direct the vote and the sole power to dispose of or to direct
the disposition of the 210,000 shares of Common Stock of the
Issuer beneficially owned by him. M. Harris Dunn. has the
sole power to vote or to direct the vote and the sole power
to dispose of or to direct the disposition of the 4,000
shares of Common Stock of the Issued beneficially owned by
him.
(c) During the past 60 days, Christopher C. Demetree, a
Reporting Person, purchased 8,000 shares at approximately
$1.00/share. During the past 60 days, Jack C. Demetree,
Jr., a Reporting Person, purchased 5,000 shares at
approximately $1.00/share. No other Reporting Persons have
made any other purchases or sales of the Common Stock of the
Issuer during the last 60 days. To the knowledge of the
Reporting Persons, neither Jack
<PAGE>
C. Demetree, Sr. nor M. Harris Dunn have made any
purchases or sales of the Common Stock of the Issuer during
the last 60 days.
(d) To the knowledge of the Reporting Persons, no person
other than each of the Reporting Persons has the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common
Stock of the Issuer which are the subject of this Schedule
13D. To the knowledge of the Reporting Persons, no person
other than Jack C. Demetree, Sr. and M. Harris Dunn has the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares
of Common Stock of the Issuer beneficially owned by Jack C.
Demetree, Sr. and M. Harris Dunn, respectively.
(e) Not applicable.
Item 6. Contracts, Arrangements Understandings or Relationship
with Respect to Securities of the Issuer.
Christopher C. Demetree, a Reporting Person, is the
Secretary, National Account Executive and a director of the
Issuer. Shelly S. Demetree is the spouse of Christopher C.
Demetree. Mark C. Demetree and Jack C. Demetree, Jr. are
brothers of Christopher C. Demetree. Tammy B. Demetree is the
spouse of Jack C. Demetree, Jr. Elisa A. Demetree and Leslie A.
Demetree-Doherty are sisters of Christopher C. Demetree. In
addition, Christopher C. Demetree, Jack C. Demetree, Jr. and Mark
C. Demetree are each 30% stockholders of Demetree Brothers, Inc.
With respect to 256,000 shares of Common Stock, Christopher
C. Demetree has entered into a stock transfer agreement, dated
June 10, 1993 (attached as Exhibit 7.1 hereto, the "Stock
Transfer Agreement"), under which Christopher C. Demetree has
transferred certain ownership interests in the 256,000 shares of
Common Stock to Jack C. Demetree, Jr., Mark C. Demetree, Elisa A.
Demetree and Leslie A. Demetree-Doherty; but retains the sole
power to vote the 256,000 shares of Common Stock under proxies
granted in his favor until December 31, 1999 pursuant to the
terms of said proxies and the Stock Transfer Agreements (see
Exhibit 7.1 attached hereto). With respect to an option to
acquire 258,910 shares of Common Stock (the "Option"),
Christopher C. Demetree has entered into an agreement, dated
December 1, 1993 under which Christopher C. Demetree assigned
certain ownership interests in the Option to Jack C. Demetree,
Jr., Mark C. Demetree, Elisa A. Demetree and Leslie A. Demetree-
Doherty (the "Option Agreement" attached as Exhibit 7.2 hereto).
<PAGE>
Other than the Stock Transfer Agreement and the Option
Agreement, none of the Reporting Persons have any express
contract, arrangement, understanding or relationship with any
other Reporting Person or with any other person with respect to
acquiring, holding, voting or disposing of shares of the Common
Stock of the Issuer. To the knowledge of the Reporting Persons,
neither Jack C. Demetree, Sr. nor M. Harris Dunn has any express
contract, arrangement, understanding or relationship with any
other Reporting Person or with any other person with respect to
acquiring, holding, voting or disposing of shares of the Common
Stock of the Issuer.
Item 7. Materials to be filed as Exhibits.
Exhibit 7.1 Stock Transfer Agreement between Christopher
C. Demetree, Jack C. Demetree, Jr., Mark C.
Demetree, Elisa A. Demetree and Leslie A. Demetree-
Doherty, dated June 10, 1993 (including proxies,
dated March 29, 1995, executed by each of Mark C.
Demetree, Jack C. Demetree, Jr., Elisa A. Demetree
and Leslie A. Demetree-Doherty).
Exhibit 7.2 Option Agreement between Christopher C.
Demetree, Jack C. Demetree, Jr., Mark C. Demetree,
Elisa A. Demetree and Leslie A. Demetree-Doherty,
dated December 1, 1993.
Exhibit 7.3 Power of Attorney of Shelly S. Demetree
granting Christopher C. Demetree the power to
execute this Schedule 13D on his/her behalf.
Exhibit 7.4 Power of Attorney of Mark C. Demetree
granting Christopher C. Demetree the power to
execute this Schedule 13D on his/her behalf.
Exhibit 7.5 Power of Attorney of Jack C. Demetree, Jr.
granting Christopher C. Demetree the power to
execute this Schedule 13D on his/her behalf.
Exhibit 7.6 Power of Attorney of Tammy B. Demetree
granting Christopher C. Demetree the power to
execute this Schedule 13D on his/her behalf.
Exhibit 7.7 Power of Attorney of Elisa A. Demetree
granting Christopher C. Demetree the power to
execute this Schedule 13D on his/her behalf.
Exhibit 7.8 Power of Attorney of Leslie A. Demetree-
Doherty granting Christopher C. Demetree the power
to execute this Schedule 13D on his/her behalf.
<PAGE>
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.
Date: June 10, 1997 By: /s/ Christopher C. Demetree
____________________________
Christopher C. Demetree
By: /s/ Christopher C. Demetree*
_____________________________
Shelly S. Demetree
By: /s/ Christopher C. Demetree*
_____________________________
Mark C. Demetree
By: /s/ Christopher C. Demetree*
_____________________________
Jack C. Demetree, Jr.
By: /s/ Christopher C. Demetree*
_____________________________
Tammy B. Demetree
By: /s/ Christopher C. Demetree*
_____________________________
Elisa A. Demetree
By: /s/ Christopher C. Demetree*
_____________________________
Leslie A. Demetree-Doherty
By: /s/ Christopher C. Demetree
_____________________________
Demetree Brothers, Inc.
By its: Vice President
and Assistant Secretary
* Christopher C. Demetree, attorney-in-fact
Exhibit 7.1 - Stock Transfer Agreement and Proxies
INSTRUMENT OF CONVEYANCE AND
DECLARATION OF OWNERSHIP
FOR VALUE RECEIVED, Christopher C. Demetree ("Assignor"), as
of and on the date hereof, hereby transfers, assigns, sells and
conveys to the following ("Assignees"):
1. J. C. Demetree, Jr., an undivided twenty percent (20%) interest;
2. Mark C. Demetree, an undivided twenty percent (20%) interest;
3. Elisa A. Demetree, an undivided ten percent (10%) interest;
4. Leslie A. Doherty, an undivided ten percent (10%) interest;
each and all such interests to be owned and held as tenants in
common with the Assignor, in and to the 256,000 (Certificate
#1419) shares of common capital stock ("Stock") of Crown
Laboratories, Inc. ("Company") standing in Assignor's name on the
books and records of the Company.
By this instrument and the Stock Transfer Assignments
Separate from Certificate attached hereto, the Assignor agrees
and declares that, as of the date hereof, the Assignor and the
Assignees each own and hold their respective undivided interests
in and to the Stock as tenants in common and not as partners,
trustees, co-venturers, unincorporated association, or any other
form of business relationship.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Instrument as of June 10th, 1993.
/s/ Christopher C. Demetree
___________________________
CHRISTOPHER C. DEMETREE
/s/ Notary Public
_________________
WITNESS
<PAGE>
P R O X Y
I, ELISA A. DEMETREE, do hereby constitute and appoint
CHRISTOPHER C. DEMETREE, as my attorney and agent for me, and in
my name, place, and stead, to vote as my proxy at any and all
stockholders' meetings to be held between the date of this Proxy
and December 31, 1999, unless sooner revoked, with full power and
authority to cast the number of votes that all my interest in
shares of stock owned jointly by me and my said attorney in Crown
Laboratories, Inc. would entitled me to cast as if I were then
personally present and owned such stock fully and outright in my
own name, and authorize CHRISTOPHER C. DEMETREE to act for me and
in my name and stated as fully as I could act if I were present,
giving to CHRISTOPHER C. DEMETREE, as my attorney and agent, full
power of substitution and revocation.
In Witness Whereof, I have executed this Proxy on this 29th
day of March, 1995.
/s/ Elisa A. Demetree
______________________
ELISA A. DEMETREE
<PAGE>
P R O X Y
I, J. C. DEMETREE, JR., do hereby constitute and appoint
CHRISTOPHER C. DEMETREE, as my attorney and agent for me, and in
my name, place, and stead, to vote as my proxy at any and all
stockholders' meetings to be held between the date of this Proxy
and December 31, 1999, unless sooner revoked, with full power and
authority to cast the number of votes that all my interest in
shares of stock owned jointly by me and my said attorney in Crown
Laboratories, Inc. would entitled me to cast as if I were then
personally present and owned such stock fully and outright in my
own name, and authorize CHRISTOPHER C. DEMETREE to act for me and
in my name and stated as fully as I could act if I were present,
giving to CHRISTOPHER C. DEMETREE, as my attorney and agent, full
power of substitution and revocation.
In Witness Whereof, I have executed this Proxy on this 29th
day of March, 1995.
/s/ J. C. Demetree, Jr.
________________________
J. C. DEMETREE, JR.
<PAGE>
P R O X Y
I, MARK C. DEMETREE, do hereby constitute and appoint
CHRISTOPHER C. DEMETREE, as my attorney and agent for me, and in
my name, place, and stead, to vote as my proxy at any and all
stockholders' meetings to be held between the date of this Proxy
and December 31, 1999, unless sooner revoked, with full power and
authority to cast the number of votes that all my interest in
shares of stock owned jointly by me and my said attorney in Crown
Laboratories, Inc. would entitled me to cast as if I were then
personally present and owned such stock fully and outright in my
own name, and authorize CHRISTOPHER C. DEMETREE to act for me and
in my name and stated as fully as I could act if I were present,
giving to CHRISTOPHER C. DEMETREE, as my attorney and agent, full
power of substitution and revocation.
In Witness Whereof, I have executed this Proxy on this 29th
day of March, 1995.
/s/ Mark C. Demetree
_____________________
MARK C. DEMETREE
<PAGE>
P R O X Y
I, LESLIE D. DOHERTY, do hereby constitute and appoint
CHRISTOPHER C. DEMETREE, as my attorney and agent for me, and in
my name, place, and stead, to vote as my proxy at any and all
stockholders' meetings to be held between the date of this Proxy
and December 31, 1999, unless sooner revoked, with full power and
authority to cast the number of votes that all my interest in
shares of stock owned jointly by me and my said attorney in Crown
Laboratories, Inc. would entitled me to cast as if I were then
personally present and owned such stock fully and outright in my
own name, and authorize CHRISTOPHER C. DEMETREE to act for me and
in my name and stated as fully as I could act if I were present,
giving to CHRISTOPHER C. DEMETREE, as my attorney and agent, full
power of substitution and revocation.
In Witness Whereof, I have executed this Proxy on this 29th
day of March, 1995.
/s/ Leslie D. Doherty
______________________
LESLIE D. DOHERTY
Exhibit 7.2 - Option Agreement
INSTRUMENT OF CONVEYANCE AND
DECLARATION OF OWNERSHIP
FOR VALUE RECEIVED, Christopher C. Demetree ("Assignor"), as
of and on the date hereof, hereby transfers, assigns, sells and
conveys to the following ("Assignees"):
1. J. C. Demetree, Jr., an undivided twenty percent (20%) interest;
2. Mark C. Demetree, an undivided twenty percent (20%) interest;
3. Elisa A. Demetree, an undivided ten percent (10%) interest;
4. Leslie A. Doherty, an undivided ten percent (10%) interest;
each and all such interests to be owned and held as tenants in
common with the Assignor, in the Option for 258,910 shares of
common capital stock ("Stock") of Crown Laboratories, Inc.
("Company") standing in Assignor's name on the books and records
of the Company.
By this instrument and the Stock Transfer Assignments
Separate from Certificate attached hereto, the Assignor agrees
and declares that, as of the date hereof, the Assignor and the
Assignees each own and hold their respective undivided interests
in and to the Stock as tenants in common and not as partners,
trustees, co-venturers, unincorporated association, or any other
form of business relationship.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Instrument as of December 1st, 1993.
/s/ Christopher C. Demetree
___________________________
CHRISTOPHER C. DEMETREE
/s/ Notary Public
_________________
WITNESS
Exhibit 7.3
POWER OF ATTORNEY
(Shelly S. Demetree)
The undersigned hereby makes, constitutes, and appoints
CHRISTOPHER C. DEMETREE his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute, deliver, and
file with the Securities and Exchange Commission, for and on his
behalf, and in any and all capacities, Schedule 13Ds and Schedule
13Gs under the Securities Exchange Act of 1934, as amended,
relating to securities of CROWN LABORATORIES, INC., and any
successor thereof, and any and all amendments to such schedules,
with all exhibits thereto and other documents in connection
therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 4th day of June, 1997.
By: /s/ Shelly S. Demetree
_______________________
Shelly S. Demetree
Exhibit 7.4
POWER OF ATTORNEY
(Mark C. Demetree)
The undersigned hereby makes, constitutes, and appoints
CHRISTOPHER C. DEMETREE his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute, deliver, and
file with the Securities and Exchange Commission, for and on his
behalf, and in any and all capacities, Schedule 13Ds and Schedule
13Gs under the Securities Exchange Act of 1934, as amended,
relating to securities of CROWN LABORATORIES, INC., and any
successor thereof, and any and all amendments to such schedules,
with all exhibits thereto and other documents in connection
therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 4th day of June, 1997.
By: /s/ Mark C. Demetree
_____________________
Mark C. Demetree
Exhibit 7.5
POWER OF ATTORNEY
(Jack C. Demetree, Jr.)
The undersigned hereby makes, constitutes, and appoints
CHRISTOPHER C. DEMETREE his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute, deliver, and
file with the Securities and Exchange Commission, for and on his
behalf, and in any and all capacities, Schedule 13Ds and Schedule
13Gs under the Securities Exchange Act of 1934, as amended,
relating to securities of CROWN LABORATORIES, INC., and any
successor thereof, and any and all amendments to such schedules,
with all exhibits thereto and other documents in connection
therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 4th day of June, 1997.
By: /s/ Jack C. Demetree, Jr.
__________________________
Jack C. Demetree, Jr.
Exhibits 7.6
POWER OF ATTORNEY
(Tammy B. Demetree)
The undersigned hereby makes, constitutes, and appoints
CHRISTOPHER C. DEMETREE his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute, deliver, and
file with the Securities and Exchange Commission, for and on his
behalf, and in any and all capacities, Schedule 13Ds and Schedule
13Gs under the Securities Exchange Act of 1934, as amended,
relating to securities of CROWN LABORATORIES, INC., and any
successor thereof, and any and all amendments to such schedules,
with all exhibits thereto and other documents in connection
therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 4th day of June, 1997.
By: /s/ Tammy B. Demetree
_____________________
Tammy B. Demetree
Exhibits 7.7
POWER OF ATTORNEY
(Elisa A. Demetree)
The undersigned hereby makes, constitutes, and appoints
CHRISTOPHER C. DEMETREE his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute, deliver, and
file with the Securities and Exchange Commission, for and on his
behalf, and in any and all capacities, Schedule 13Ds and Schedule
13Gs under the Securities Exchange Act of 1934, as amended,
relating to securities of CROWN LABORATORIES, INC., and any
successor thereof, and any and all amendments to such schedules,
with all exhibits thereto and other documents in connection
therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 4th day of June, 1997.
By: /s/ Elisa A. Demetree
_____________________
Elisa A. Demetree
Exhibits 7.8
POWER OF ATTORNEY
(Leslie A. Demetree-Doherty)
The undersigned hereby makes, constitutes, and appoints
CHRISTOPHER C. DEMETREE his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute, deliver, and
file with the Securities and Exchange Commission, for and on his
behalf, and in any and all capacities, Schedule 13Ds and Schedule
13Gs under the Securities Exchange Act of 1934, as amended,
relating to securities of CROWN LABORATORIES, INC., and any
successor thereof, and any and all amendments to such schedules,
with all exhibits thereto and other documents in connection
therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 4th day of June, 1997.
By: /s/ Leslie A. Demetree-Doherty
______________________________
Leslie A. Demetree-Doherty
