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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 2)*
Universal Self Care, Inc.
(Name of Issuer)
Common Stock par value $.0001 per share
(Title of Class of Securities)
913829 10 7
(CUSIP Number)
Fred Kassner, 69 Spring Street, Ramsey, New Jersey 07446
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
7/3/97
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 913829 10 7 Page 2 of 8 Pages
- ----------------------------- -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liberty Travel, Inc. 13-2625933
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
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
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
360,000 Shares
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 360,000 Shares
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP No. 913829 10 7 Page 3 of 8 Pages
- ----------------------------- ------------------------------
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.
Dated: October 1, 1997
By: /s/ Liberty Travel Inc.
by Fred Kassner
<PAGE>
SCHEDULE 13D
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CUSIP No. 913829 10 7 Page 4 of 8 Pages
- ----------------------------- -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred Kassner ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
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
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,764,070 Shares and 380,155 Class A Warrants
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,764,070 Shares and 380,155 Class A Warrants
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,764,070 Shares and 380,155 Class A Warrants
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP No. 913829 10 7 Page 4 of 8 Pages
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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.
Dated: October 1, 1997
By: /s/ Fred Kassner
Fred Kassner
<PAGE>
PAGE 5 OF 8 PAGES
Item 1. Security and Issuer
This Schedule 13D is filed on behalf of Fred Kassner, an individual,
and Liberty Travel, Inc., a New York Corporation ("Liberty"). Mr. Kassner and
Liberty are collectively referred to as the "Reporting Persons". This Schedule
13D is filed with the Security and Exchange Commission ("SEC") with respect to
the Common Stock of Universal Self Care, Inc. ("Common Stock") a Delaware
Corporation. The principal office of the Company is 13715 Burbank Boulevard, Van
Nuys, California 91401. In addition to the Common Stock, there are three types
of Warrants: Class A Warrants and Class C Warrants, which are convertible into
one share of Common Stock each, and Class B. Warrants, which are convertible
into one common share and one A Warrant.
Item 2 . Identity and Background
This statement is being filed on behalf of Liberty Travel, Inc. ("LTI")
and Fred Kassner.
LTI is a corporation organized in New York. LTI's principal business is
the operation of retail travel agencies. The address of LTI's principal business
and principal office is 69 Spring Street, Ramsey, New Jersey 07446.
Mr. Kassner is Chairman of LTI. Mr. Kassner's business address is 69
Spring Street, Ramsey, NJ 07446. Mr. Kassner is principally employed by Libgo
Travel, Inc. a wholesale and retail travel business with principal offices at 69
Spring Street, Ramsey, NJ 07446.
During the last five years, neither LTI nor Kassner has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither LTI nor Kassner has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction, and neither LTI nor Kassner was or is as a result of any such
proceeding 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 finding any violations with respect to such laws.
Mr. Kassner is a United States citizen.
<PAGE>
Page 6 of 8 Pages
Item 3. Source and Amount of Funds or Other Consideration
Mr. Kassner has financed all of the costs and expenses of the
acquisition of shares and warrants from personal funds, and as described in Item
5.
The source of funds used by LTI in acquiring, from 2/27/96 to 3/11/96,
the 360,000 common shares of Issuer beneficially owned by LTI, was the working
capital of LTI.
Item 4. Purpose of Transaction
Each of LTI and Mr. Kassner has acquired the Common Stock, and in the
case of Mr. Kassner, he has acquired the A, B and C warrants, for investment
purposes.
Item 5. Interest in Securities of the Issuer.
LTI:
LTI owns beneficially, with both sole voting and investment
power, 360,000 shares of Common Stock, constituting 3.7% thereof, which were
acquired on the over-the-counter market at a average price of $3.00 per share
and at an average selling price of $3.44 per share in accordance with the
following schedule:
No of Shares Date Acquired(Sold) Price Per Share
------------ ------------------- ---------------
65,000 2/27/96 3
50,000 2/28/96 3
45,000 2/28/96 3
130,000 3/06/96 3
120,000 3/11/96 3
(50,000) (3/12/97) (3 7/16)
<PAGE>
Page 7 of 8 Pages
Fred Kassner:
Fred Kassner owns beneficially 1,764,070 shares of Common
Stock, and 380,155 Class A warrants of Issuer. Mr. Kassner purchased 617,000
common shares, and sold 280,000 of such shares on the over-the-counter market,
at a average purchase price of $2.15813 per share and at a average selling price
$2.5739 per share, in accordance with the following schedule:
No. of Shares Date Acquired (or Sold) Price Per Share
------------- ----------------------- ---------------
25,000 11/17/94 2 11/16
15,000 11/22/94 2 15/16
(25,000) (12/12/94) 2 1/8
15,000 1/12/95 2 1/32
5,000 1/13/95 2 1/32
50,000 5/23/95 2
50,000 6/6/95 2 1/8
100,000 6/8/95 2 1/16
(150,000) (6/27/95) 2 1/2
(35,000) (7/25/95) 3 1/16
45,000 7/31/95 3 1/16
40,000 10/27/95 2 5/8
(40,000) (11/3/95) 2 21/32
130,000 3/29/96 2 7/8
12,000 4/3/96 2 7/8
130,000 4/26/96 2 13/14
(30,000) (3/12/97) (3 7/16)
Mr. Kassner also purchased 5000 units in the USCI initial public
offering in April, 1992 the purchase price of each Unit was 9 1/8, and consisted
of 3 shares of common stock, 2 Class A Warrants and 1 Class B warrant. Mr.
Kassner sold the 15,000 shares of common stock received in the I.P.O. at 3 1/8
in June, 1994.
In April, 1995 and July, 1995, Mr. Kassner made loans to the Issuer in
the amount of $1,000,000 and $2,000,000, respectively. In consideration for
making the $1,000,000 loans, Mr. Kassner received 150,000 Class C Warrants
convertible into 150,000 common shares and exercisable at a purchase price of
$1.00 per share, and in consideration for making the $2,000,000 loan, Mr.
Kassner received 300,000 Class C warrants convertible into 300,000 common shares
and exercisable at a purchase price of $1.00 per share. On April 30, 1996, Mr.
Kassner exercised all his Class C warrants and converted them into 450,000
shares of common stock of Issuer. The exercise price was paid by a $450,000
reduction in Issuer's debt to Mr. Kassner.
<PAGE>
Page 8 of 8 Pages
As of 4/30/96, Mr. Kassner exercised 217,655 Class B Warrants, which
were convertible into 217,655 shares of common stock and 217,655 Class A
Warrants; the total exercise price of $326,482.50 was paid by further reduction
in Issuer's $2,000,000 debt to Mr. Kassner. On November 14, 1996, Mr. Kassner
purchased 62,500 Class A Warrants at a purchase price of 29/32 per Warrant and
on December 18, 1996 Mr. Kassner purchased 100,000 Class A Warrants at a
purchase price of 1 1/32 per Warrant.
In July, 1997, the balance of the above-mentioned loans from Kassner to
Issuer were paid off in full by a conversion of the remaining $1,518,830.00 debt
into 759,415 shares of Issuer's common stock, at a conversion price of $2.00 per
share.
Item 6 Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer
There are currently no contract, arrangements or understandings with
any person with respect to any securities.
Item 7 Material to be Filed as Exhibits
(A) Joint Filing Agreements by and among Liberty Travel, Inc. and Fred
Kassner pursuant to Rule 13d-1(f).
Signatures
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.
Dated: October 8, 1997 ___________________________
Fred Kassner
LIBERTY TRAVEL, INC.
----------------------------
Fred Kassner
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock of Universal Self Care,
Inc. and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filing.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Agreement as of the 8th day of October, 1997.
LIBERTY TRAVEL, INC.
--------------------------
Fred Kassner
Chairman
--------------------------
Fred Kassner
