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SCHEDULE 13E-3
(Rule 13e-100)
Transaction Statement Pursuant to Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Act of 1934)
U.S. DRUG TESTING, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
U.S. ALCOHOL TESTING OF AMERICA, INC.
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE
- ------------------------------------------------------------------------------
(Title of Class of Securities)
911795102
- ------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
ROBERT STUTMAN
U.S. ALCOHOL TESTING OF AMERICA, INC.
10410 Trademark Street
Rancho Cucamonga, California 91730
(909) 466-8378
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons(s) Filing Statement)
This statement is filed in connection with (check the appropriate
box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
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Calculation of Filing Fee
================================================================================
Transaction
Valuation* Amount of Filing Fee
$10,163,691 $3,504.00
================================================================================
* The fee was calculated on the basis of an assumed value of $3.0625
(the closing sales price on April 25, 1996) assigned to a share of the
Common Stock of U.S. Alcohol Testing of America, Inc. to be issued in
the proposed transaction and it was assumed that an aggregate of
2,951,829 shares would be issued to the Issuer's minority stockholders
for their 1,721,900 shares and that 257,143 shares would be issued upon
the exercise of warrants at an exercise price of $4.37 per share.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
Amount Previously Paid: $3,504.00
--------------------------------------------------------
Form or Registration No.: Registration Statement on Form S-4
------------------------------------------------------
Filing Party: U.S. Alcohol Testing of America, Inc.
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Date Filed: May 17, 1996
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CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Schedule 13E-3 Registration Statement
Item Number and Caption Caption
----------------------- ----------------------
<S> <C> <C>
1. Issuer and Class of Security U.S. Drug Market
Subject to the Transaction Information
2. Identity and Background Summary-Background of
Companies; Business of the
Company-General; USAT
Management-Business History
3. Past Contacts, Transactions Material Contacts of USAT With
or Negotiations U.S. Drug
4. Terms of the Transaction Terms of the Transaction; The
Merger and Related Matters
5. Plans or Proposals of the Terms of the Transaction; The
Issuer or Affiliate Merger and Related Matters
6. Source and Amounts of Funds The Merger and Related
or Other Consideration Matters-Fees and Expenses
7. Purposes, Alternatives, Reasons for the Merger and
Reasons and Effects Approval by the USAT Board of
Directors and Certain Tax
Consequences under the caption
"The Merger and Related
Matters"; Terms of the
Transaction-Special Payment
8. Fairness of the Transaction Reasons for the Merger and
Approval and Fairness Opinion
under the caption "The Merger
and Related Matters"; Terms of
the Transaction-The Consent
Procedure-Statutory Basis
9. Reports, Opinions, Appraisals The Merger and Related
and Certain Negotiations Matters-Fairness Opinion
10. Interest in the Common Stock U.S. Drug Principal
of the Issuer Stockholders
11. Contracts, Arrangements or The Merger and Related
Understandings with Respect Matters-Terms of the Merger
to the Common Stock Agreement
12. Present Intention and Not Applicable
Recommendation of Certain
Persons With Regard to the
Transaction
</TABLE>
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CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Schedule 13E-3 Registration Statement
Item Number and Caption Caption
----------------------- ----------------------
<S> <C> <C>
13. Other Provisions of the Terms of the Transaction-
Transaction The Consent Procedure; The
Consent Procedure-Rights of
Dissenting U.S. Drug
Stockholders
14. Financial Information U.S. Drug's Financial
Statements; Summary Historical
and Proforma Combined
Financial Data; U.S. Drug's
Selected Financial Data
15. Persons and Assets Employed, The Merger and Related
Retained or Utilized Matters-Fees and Expenses;
Terms of the Transaction-
Miscellaneous
16. Additional Information Not Applicable
17. Material to be Filed as Appendix A to Consent
Exhibits Solicitation Statement/
Prospectus
</TABLE>
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) This Rule 13e-3 transaction (the "Merger") relates to the common
stock, $.001 par value (the "U.S. Drug Common Stock"), of U.S. Drug Testing,
Inc. ("U.S. Drug"), which has its principal office at 10410 Trademark Street,
Rancho Cucamonga, California 91730.
(b) As of March 31, 1996, there were 5,221,900 shares of the U.S. Drug
Common Stock outstanding, of which 1,721,900 shares were held by stockholders
(the "U.S. Drug Minority Stockholders") other than U.S. Alcohol Testing of
America, Inc. ("USAT"), the reporting person, and as of March 31, 1996, there
were 77 holders of record of the U.S. Drug Common Stock (including USAT).
(c) USAT, the reporting person, with respect to this Schedule 13e-3, is
simultaneously filing a Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"). Information as to the market and the market prices for the U.S. Drug
Common Stock may be found under the caption "U.S. Drug Market
Information-Market Data" in the Consent Solicitation Statement/Prospectus (the
"Prospectus") constituting Part I of the Registration Statement, which
information is incorporated herein by this reference.
(d) U.S. Drug has not declared any dividends on the U.S. Drug Common
Stock to date and, in view of the continuing losses, the Board of Directors of
U.S. Drug has stated that the company has no current intention to pay any such
dividends. USAT is not aware of any restrictions in any agreement or security
which restricts Good Ideas' present or future ability to pay dividends.
(e) Pursuant to a registration statement under the Securities Act which
became effective on October 5, 1993, U.S. Drug sold 1,721,900 shares of the
U.S. Drug Common Stock to the public at $5.00 per share and netted
approximately $7,099,000 in proceeds.
(f) Not Applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) Reference is made to the sections "Summary-Background
of Companies" and "Business of the Company-General" in the Prospectus for the
following information relating to USAT, the reporting person: its state of
organization, its principal business and the address of its principal executive
offices, which information is incorporated herein by this reference.
(e) and (f) During the last five years, USAT has not been
convicted in a criminal proceeding and was not a party to a civil
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proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
For each of the directors and executive officers of USAT, there is
furnished the following information: (a) the reporting person's name; (b) his
or her residence or business address; (c) his or her present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment or occupation is
conducted; (d) information as to material occupations, positions, offices or
employments during the last five years is incorporated herein by reference to
the section "USAT Management-Business History" in the Prospectus; (e) whether
or not, during the last five years, such person has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); (f) whether
or not, during the last five years, such director and/or executive officer was
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining further violations of, or
prohibiting activities such to, Federal or State securities laws or finding any
violation of such laws; and, if so, identifying and describing such proceeding
and summarizing the terms of such judgment, decree or final order; and (g)
citizenship.
(a) Robert Stutman
(b) 10410 Trademark Street
Rancho Cucamonga, CA 91730
(c) Chairman of the Board and Chief Executive Officer of
U.S. Alcohol Testing of America, Inc.
10410 Trademark Street
Rancho Cucamonga, CA 91730
(d) Reference is made to the section "USAT Management-
Business History" in the Prospectus, which is
incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) Gary S. Wolff
(b) 190 Sylvan Avenue
Englewood Cliffs, NJ 07632
(c) Treasurer, Chief Financial Officer and Chief Accounting
Officer of U.S. Alcohol Testing of America, Inc.
10410 Trademark Street
Rancho Cucamonga, CA 91730
(d) Reference is made to the section "USAT Management-Business
History" in the Prospectus, which is incorporated herein by
this reference.
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(e) No
(f) No
(g) United States
(a) Alan I. Goldman
(b) 28 Highpoint
Cedar Grove, NJ 07009
(c) Self Employed
Investment Banking and Consulting
28 Highpoint
Cedar Grove, NJ 07009
(d) Reference is made to the section "USAT Management-
Business History" in the Prospectus, which is
incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) John C. Lawn
(b) 389 Beechwood Road
Ridgewood, NJ 07450
(c) Chairman and Chief Executive Officer of
The Century Council
550 South Hope Street, Suite 1950
Los Angeles, CA 90071-2604
(d) Reference is made to the section "USAT Management-
Business History" in the Prospectus, which is
incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) Peter M. Mark
(b) 5531 Sugar Hill
Houston, TX 77056
(c) Self Employed
Oil and Gas Property Investment
5847 San Felipe, Suite 2930
Houston, TX 77057
(d) Reference is made to the section "USAT Management-
Business History" in the Prospectus, which is
incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) Linda H. Masterson
(b) 3347 Investment Blvd.
Hayward, CA 94545-3808
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(c) Executive Vice President of Cholestech, Inc.; she will become
President and Chief Operating Officer of U.S. Alcohol Testing of
America, Inc. effective May 13, 1996.
(d) Reference is made to the section "USAT Management-Business History"
in the Prospectus, which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) Lee S. Rosen
(b) 5200 Tower Center Circle
Boca Center, Suite 207
Boca Raton, FL 33486
(c) Stockbroker
Donald & Co. Securities, Inc.
5200 Tower Center Circle
Boca Center, Suite 207
Boca Raton, FL 33486
(d) Reference is made to the section "USAT Management-Business History"
in the Prospectus, which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) and (b) Reference is made to the caption "Material Contacts of USAT
with U.S. Drug" in the Prospectus for information as to any contacts,
negotiations or transactions between U.S. Drug and USAT, which information is
incorporated herein by this reference. The transaction which is the subject of
this Schedule and the Registration Statement is the only transaction relating to
a merger, consolidation or acquisition or a tender offer.
ITEM 4. TERMS OF THE TRANSACTION.
(a) and (b) Reference is made to the captions "Terms of the Transaction"
and "The Merger and Related Matters" in the Prospectus for a full description of
the material terms of the Merger, which information is incorporated herein by
this reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) through (g) Reference is made to the captions "Terms of the
Transaction" and "The Merger and Related Matters" in the Prospectus for
information in response to Item 5 of Schedule 13E-3, which information is
incorporated by this reference.
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ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) Reference is made to the section "The Merger and Related
Matters-Fees and Expenses" in the Prospectus for information as to the
estimated fees and costs of the Merger and whether such fees and costs will be
paid by USAT or U.S. Drug, which information is incorporated herein by this
reference. USAT does not intend to borrow any funds to consummate the
transaction.
(c) and (d) Not Applicable.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) through (d) Reference is made to the sections "Reasons for the
Merger and Approval" and "Certain Tax Consequences" under the caption "The
Merger and Related Matters" in the Prospectus for information as to the purpose
of the Merger, the alternative means considered, the reasons for the structure
of the transaction of the Merger and for undertaking the transaction at this
time and the federal tax consequences of the Merger, which information is
incorporated herein by this reference.
Reference is made to the other sections under the caption "The Merger
and Related Matters" and the caption "Terms of the Transaction" for additional
information as to the effect of the Merger on U.S. Drug, USAT and the
unaffiliated securityholders, which information is incorporated herein by this
reference.
The benefits to U.S. Drug, USAT and the U.S. Drug Minority Stockholders
if the Merger is consummated are, in the opinion of USAT, that (a) U.S. Drug
Acquisition Corp. as the successor by merger to U.S. Drug will have an
increased chance of obtaining financing for the balance of the research and
development of its products for the reasons discussed under the captions "The
Merger and Related Matters-Reasons for the Merger and Approval" and "The
Company's Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Prospectus, which information is incorporated
herein by this reference; (b) USAT has a greater chance than U.S. Drug to
succeed in the drug testing market for the reasons discussed in the section
"The Merger and Related Matters-Reasons for the Merger and Approval" in the
Prospectus, which information is incorporated herein by this reference; (c)
USAT will be closer to achieving its effort to concentrate is business on
alcohol, drug testing and human resource provider operations and thereby derive
the benefits discussed in the section "The Merger and Related Matters-Reasons
for the Merger and Approval" in the Prospectus, which information is
incorporated herein by this reference; and (d) as indicated in the sections
"The Merger and Related Matters-Reasons for the Merger and Approval" and "Terms
of the Transaction-Special Payment" in the Prospectus, which information
is incorporated herein by this reference, the U.S. Drug Minority Stockholders
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will, in the opinion of the USAT Board of Directors, have a better
opportunity to realize an increase in their investment, of which increase
there can be no assurance.
The detriment to U.S. Drug, USAT and the U.S. Drug Minority
Stockholders if the Merger is not consummated is, in the opinion of USAT, that
some or all of the benefits described above and in the Prospectus may not be
realized. Although U.S. Drug will cease to be a public company if the Merger is
consummated, which may be deemed to be a detriment by some of the U.S. Drug
Minority Stockholders, and some of the U.S. Drug Minority Stockholders who
acquired their shares above $5.25 per share may not recover their purchase
prices through the USAT Common Stock, USAT does not, for the reasons discussed
in the section "The Merger and Related Matters-Reasons for the Merger and
Approval" in the Prospectus, which discussion is incorporated herein by this
reference, believe these to be detriments in view of the benefits which they
may realize on the Merger.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) Reference is made to the section "The Merger and Related
Matters-Reasons for the Merger and Approval" in the Prospectus for information
relating to the reasons why USAT believes the Merger is fair to the U.S. Drug
Minority Stockholders, which information is incorporated by this reference.
Karen B. Laustsen, who was until April 18, 1996 a director and an executive
officer of USAT, abstained from the initial votes of the USAT Board on November
16, 1995 and February 6, 1996 relating to the Merger because of her concern
about the conflict in also being a director of U.S. Drug; however, she approved
the Merger when submitted to a vote of the U.S. Drug Board on April 23, 1996.
(b) See the response to section (a) of this Item 8 to the Schedule for
information as to the material factors which the USAT Board took into
consideration in evaluating the fairness of the Merger, including its
evaluation of current market prices, historical market prices, net book value,
going concern value, liquidation value and the fairness opinion of Whale
Securities Co., Inc. ("Whale Securities"). Reference is also made to the
section "The Merger and Related Matters-Fairness Opinion" in the Prospectus,
which is incorporated herein by this reference.
There have been no firm offers to date by an unaffiliated person, other
than by USAT, during the preceding 18 months for: (i) the merger or
consolidation of U.S. Drug into or with another entity; (ii) the sale or other
transfer of all or any substantial part of the assets of U.S. Drug; or (iii)
securities of U.S. Drug which would enable the holder thereof to exercise
control of the issuer. See the section "The Merger and Related Matters-Reasons
for the Merger and Approval" in the Prospectus, which is incorporated herein by
this reference.
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(c) Adoption of the Merger Agreement by the requisite consents of the
holders of at least 50% of the shares of the U.S. Drug Common Stock held by the
U.S. Drug Minority Stockholders is required before the Merger can be
consummated. See the section "Terms of the Transaction-The Consent
Procedure-Statutory Basis" in the Prospectus, which is incorporated herein by
this reference
(d) As indicated in the section "The Merger and Related
Matters-Reasons for the Merger and Approval" in the Prospectus, which
information is incorporated herein by this reference, there was no independent
U.S. Drug Board to act on the Merger and accordingly, the Board retained Whale
Securities to render an opinion for the benefit of the U.S. Drug Minority
Stockholders as to the fairness of the Merger exchange ratio to the U.S. Drug
Minority Stockholders from a financial point of view (see Item 9 to this
Schedule). The Board also authorized, as a condition precedent to the Merger,
that the U.S. Drug Minority Stockholders holding at least 50% of the non-USAT
held shares of the U.S. Drug Common Stock must consent to the Merger.
(e) All directors of U.S. Drug approved the Merger, all three of whom
are not employees of the Issuer, although all three were employees of USAT on
the date of approval and as of the date of this Schedule.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) U.S. Drug has retained Whale Securities to render a fairness
opinion for the benefit of the U.S. Drug Minority Stockholders which will be
delivered to the holders as part of the Prospectus when USAT solicits their
consents.
(b) Reference is made to the section "The Merger and Related
Matters-Fairness Opinion" in the Prospectus, which information is incorporated
herein by this reference.
(c) The full text of the opinion by Whale Securities, when filed in an
Amendment to the Registration Statement, will be made available for inspection
and copying at the principal executive offices of U.S. Drug located at 10410
Trademark Street, Rancho Cucamonga, California 91730 during its regular
business hours by any interested stockholder or his, her or its representative
who has been so designated in writing. In addition, a copy of such opinion will
be Appendix B to the Prospectus when mailed to the U.S. Drug Minority
Stockholders.
ITEM 10. INTEREST IN THE COMMON STOCK OF THE ISSUER.
(a) Reference is made to the caption "U.S. Drug Principal
Stockholders" in the Prospectus for information as to stock
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ownership in U.S. Drug by USAT and others, which information is incorporated
herein by this reference.
(b) No transaction was effected relating to the U.S. Drug Common
Stock during the past 60 days by U.S. Drug or by USAT or by any person named
in the table incorporated by reference in the response to section (a) of
this Item 10.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO
THE COMMON STOCK.
(a) Reference is made to the section "The Merger and Related Matters-
Terms of the Merger Agreement" in the Prospectus, which is incorporated herein
by this reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
The Board of Directors of USAT, the holder of 67% of U.S. Drug Common
Stock, has approved the Merger and has authorized the execution of, and
submission to the U.S. Drug Minority Stockholders for approval of, the Merger
Agreement. The Board of Directors of U.S. Drug has taken similar action. USAT
has been advised that each of the current directors of U.S. Drug does not own
any shares of the Minority U.S. Drug Common Stock. Each of the three current
directors of U.S. Drug has advised USAT that he or she will surrender his or
her U.S. Drug stock option, which options represent the right to purchase an
aggregate of 110,000 shares of the U.S. Drug Common Stock, if the Merger is
consummated. Douglas G. Allen, the President of U.S. Drug, and Steven Kline, a
Vice President of U.S. Drug, hold U.S. Drug stock options to purchase an
aggregate of 42,000 shares of the U.S. Drug Common Stock. Pursuant to the terms
thereof, each such option will, immediately prior to the consummation of the
Merger, become fully exercisable. Because USAT has declined to assume these
U.S. Drug options, they will expire if not exercised on or before the effective
date of the Merger. Because of the higher exercise price (i.e., $7.00 per
share) as compared with USAT's offer to the U.S. Drug Minority Stockholders,
USAT does not anticipate any exercises of the U.S. Drug options. Depending on
the continuance of their employment arrangements, USAT may grant stock options
to purchase shares of the USAT Common Stock to Messrs. Allen and/or Kline.
Each of the directors and executive officers of USAT has advised
USAT that, except for Peter M. Mark who owns 15,500 shares of the Minority
U.S. Drug Common Stock, which Mr. Mark intends to submit a consent in
favor of the Merger, he or she does not own any shares of the Minority
U.S. Drug Common Stock. However, USAT and U.S. Drug do not intend to
include Mr. Mark's 15,500 shares in determining whether the holders of
at least 50% of the shares of the U.S. Drug Common Stock held by the
U.S. Drug Minority Common Stockholders have consented to the Merger. If
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the Merger is consummated, Mr. Mark will receive shares of the USAT Common
Stock for his shares of the Minority U.S. Drug Common Stock on the same
basis as the other U.S. Drug Minority Stockholders.
James C. Witham and Karen B. Laustsen, who were directors and
executive officers of USAT until April 18, 1996, and Gary S. Wolff, who is an
executive officer of USAT, have advised USAT that they are the U.S. Drug
directors holding the U.S. Drug options as described in the second preceding
paragraph.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) Reference is made to the section "Terms of the Transaction-The
Consent Procedure-Rights of Dissenting U.S. Drug Stockholders" in the
Prospectus for information as to why the U.S. Drug Minority Stockholders do not
have appraisal rights if the Merger is consummated, which information is
incorporated herein by this reference.
(b) No provision has been made by U.S. Drug or USAT in connection with
the Merger to allow unaffiliated U.S. Drug security holders to obtain access to
the corporate files of the issuer, other than as set forth in exhibits to the
Registration Statement or to obtain counsel or appraisal services at the
expense of either U.S. Drug or USAT.
(c) The Merger does not involve the exchange of debt securities.
ITEM 14. FINANCIAL INFORMATION.
(a) Reference is made to the captions "Summary Historical and Proforma
Combined Financial Data," "U.S. Drug's Selected Financial Data" and the
financial statements following the index to Financial Statements in the
Prospectus, which financial statements and data are incorporated herein by this
reference.
(b) USAT does not believe that proforma financial statements of U.S.
Drug are material if the Merger is consummated for the reason described under
the caption "Summary Historical and Proforma Combined Financial Data" in the
Prospectus, which explanation is incorporated herein by this reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) and (b) Other than the payment of certain fees and expenses by
USAT and U.s. Drug as described in the section "The Merger and Related Matters-
Fees and Expenses" in the Prospectus, which information is incorporated herein
by this reference, there are no officers, class of employees or corporate
asset of U.S. Drug or USAT which shall be employed, availed of or
utilized in connection with this Rule 13E-3 transaction. However, the
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directors, executive officers and employees of USAT, who will
receive no additional compensation, will participate in the solicitations as
indicated in the section "Terms of the Transaction-Miscellaneous."
ITEM 16. ADDITIONAL INFORMATION.
Not Applicable.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) Not Applicable.
(b) The opinion referred to in Items 8(d) and 9 of this Schedule will be
Appendix B to the Prospectus and will be filed in an Amendment to the
Registration Statement.
(c) Not Applicable.
(d) The Merger Agreement is Appendix A to the Prospectus and is
incorporated herein by this reference.
(e) The only disclosure document to be furnished to the U.S. Drug Minority
Stockholders will be the Prospectus, which is incorporated herein by this
reference.
(f) Not Applicable.
(g) Not Applicable.
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SIGNATURES
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certify that the information set forth in this
statement is true, complete and correct.
May 1, 1996
-------------------------------------
(Date)
U.S. ALCOHOL TESTING OF AMERICA, INC.
By: /S/ Gary S. Wolff
----------------------------------
Gary S. Wolff, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
11
