UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3)
U.S. Home & Garden Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
902939 10 7
(CUSIP Number)
Robert Kassel
655 Montgomery Street, Suite 830
San Francisco, California 94111 (415) 616-8111
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 24, 1996; August 4, 1997; August 5, 1997; December 10, 1997;
December 23, 1997
(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 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).
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SCHEDULE 13D
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CUSIP NO. 902939 10 7
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Kassel
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,482,095 shares (of which 2,297,653 shares are issuable
BENEFICIALLY upon exercise of outstanding options)
OWNED BY --------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING --
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,297,653 shares (all of such shares are issuable
upon exercise of outstanding options)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,482,095 shares (of which 2,297,653 shares are issuable upon exercise of
outstanding options)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D relates to shares of Common
Stock, par value $.001 per share ("Common Stock"), of U.S. Home &
Garden Inc. (the "Company"). The principal executive offices of the
Company are located at Suite 830, 655 Montgomery Street, San
Francisco, California 94111.
Item 2. Identity and Background.
(a) This Amendment No. 3 to Schedule 13D is being filed by Robert
Kassel (the "Reporting Person").
(b) The Reporting Person's business address is Suite 830, 655
Montgomery Street, San Francisco, California 94111.
(c) The Reporting Person is principally employed as the President and
Chief Executive Officer of the Company, the address of which is set
forth above.
(d) During the last five (5) years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five (5) years, the Reporting Person has not been
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 future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Of the 4,482,095 shares of Common Stock deemed to be beneficially
owned by the Reporting Person:
(a) 355,650 shares of Common Stock are owned of record by the
Reporting Person's spouse and were acquired for cash using personal
funds of the Reporting Person or his spouse;
(b) An aggregate of 1,828,792 shares are owned of record (914,396
shares each) by Messrs. Joseph Owens and Richard Grandy, who have
granted the Reporting Person the right to vote the aggregate of
1,828,792
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shares of Common Stock until September 1, 2001 pursuant to voting
trust agreements dated September 1, 1994 among the Company, the
Reporting Person and each of Messrs. Grandy and Owens (the "Voting
Agreements"); and
(c) The Reporting Person currently has the right to acquire an
aggregate of 2,297,653 shares of Common Stock upon the exercise of
options granted to him by the Company. To date, the Company has
granted the following options to purchase Common Stock to the
Reporting Person: (i) an option which entitles the Reporting Person to
purchase 80,000 shares at $1.69 per share from August 8, 1998 until
December 31, 2002; (ii) an option which currently entitles the
Reporting Person to purchase 100,000 shares at $1.69 per share,
expiring September 8, 1998, issued to the Reporting Person in
consideration for guaranteeing the payment of certain indebtedness of
the Company; (iii) an option which currently entitles the Reporting
Person to purchase until July 1999, 161,333 shares at $1.69 per share;
(iv) two unit purchase options each of which entitles the Reporting
Person to purchase three units, each unit consisting of 43,860 shares
and Class B Warrants to purchase up to 43,860 shares at $2.28 per
share (an aggregate of 526,320 shares). The exercise price of one unit
purchase option (the "Class B Option") is $74,123.40 per unit and the
exercise price of the second unit purchase option (the "Class A
Option") is $1.00 per unit, each purchase option became exercisable on
February 17, 1995 and expires on August 31, 1999. The Class A Option
and the Class B Option were granted in consideration for $500,000 of
cash collateral and a guaranty of indebtedness of the Company of up to
$333,000 provided to a lender to the Company by the Reporting Person;
(v) an option which currently entitles the Reporting Person to
purchase 200,000 shares at $2.0625 per share until June 1, 2000; (vi)
an option which currently entitles the reporting person to purchase
350,000 shares at $2.0625 per share until July 24, 2001; (vii) an
option which currently entitles the Reporting Person to purchase
450,000 shares at $2.0625 per share until August 30, 2001; (viii) an
option which currently entitles the Reporting Person to purchase
200,000 shares at $2.0625 per share until December 24, 2001; (ix) an
option which currently entitles the Reporting Person to purchase an
aggregate of 310,000 shares at $3.25 per share until August 4, 2002
and (x) an option which entitles the Reporting Person to purchase
78,000 shares of Common Stock at $3.25 per share from July 1, 1998
until August 4, 2002.
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Item 4. Purpose of Transaction.
The wife of the Reporting Person acquired the 355,650 shares of Common
Stock owned of record by her either in connection with the formation
of the Company or in private transactions for investment purposes. The
options to purchase Common Stock, including the unit purchase options
to purchase Common Stock from the Company were acquired by the
Reporting Person in private transactions from the Company as set forth
in Item 3. These securities are being held for investment purposes.
The purpose of the Reporting Person obtaining the right to vote the
shares of Common Stock owned of record by the spouse of the Reporting
Person and by each of Messrs. Owens and Grandy is to enable the
Reporting Person to influence the outcome of matters subject to a vote
of stockholders of the Company. Depending upon market conditions and
other factors that the Reporting Person may deem material to his
investment decision, the Reporting Person may purchase additional
securities of the Company, in the open market or in private
transactions, or may dispose of all or a portion of the securities of
the Company that he now owns or hereafter may acquire.
Except as set forth in this Item 4, the Reporting Person did not
acquire the securities reported herein in connection with or in
contemplation of any plan or proposal that relates to or that would
result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The calculations in this Item are based upon 19,859,980 shares of
Common Stock issued and outstanding as of the close of business on
December 23, 1997. The Reporting Person beneficially owns 4,482,095
shares of Common Stock, comprising approximately 20.2% of the issued
and outstanding Shares, including (i) 2,297,653 shares issuable upon
exercise of options owned by the Reporting Person directly; (ii)
355,650 shares owned of record by the spouse of the Reporting Person
as to which shares the Reporting Person has been granted an
irrevocable proxy to vote such shares; and (iii) 914,396 shares of
Common Stock owned of record by each of Messrs. Owens and Grandy (an
aggregate of 1,828,792 shares), as to which, the Reporting Person has
the right to vote such shares pursuant to the Voting Agreements. The
Reporting Person disclaims beneficial ownership of (a) any other
shares of Common
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Stock beneficially owned by his spouse or children, and (b) any other
shares of Common Stock beneficially owned by Messrs. Grandy and Owens.
The foregoing calculation is made pursuant to Rule 13d- 3 promulgated
under the Securities Exchange Act of 1934.
(b) The Reporting Person has sole power to vote and dispose of all of
the securities described in Items 5(a)(i).
The Reporting Person has the power to vote but not dispose of the
shares of Common Stock owned by his spouse and by Messrs. Owens and
Grandy described in Item 5(a) above as being subject to such
irrevocable proxy and the Voting Agreements.
(c) Except as set forth below neither the Reporting Person nor his
spouse has effected any transactions in shares of the Common Stock or
in any options or warrants to purchase Common Stock in the past 60
days. On December 10, 1997, the wife of the Reporting Person, as a
selling stockholder, became contractually committed to sell to the
underwriters ("Underwriters") of the public offering ("Offering") of
the Common Stock, an aggregate of 120,000 shares of Common Stock at
$3.9525 per share (representing the $4.25 price to public less a 7%
underwriting discount and commissions). The sale was consummated on
December 15, 1997. In addition, on December 23, 1997, the wife of the
Reporting Person sold an additional 110,000 shares of Common Stock at
$3.9525 per share to the underwriters in connection with the exercise
by the underwriters of a portion of the over-allotment option granted
to them in connection with the Offering.
(d) The Reporting Person affirms that no person other than the
Reporting Person 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 beneficially owned by him, except for the
shares owned of record by the spouse of the Reporting Person and
Messrs. Owens and Grandy, respectively, as to which the Reporting
Person has the right to vote such shares as reported under Item 5(a).
(e) It is inapplicable for the purposes herein to state the date on
which the Reporting Person ceased to be the owner of more than five
percent (5%) of the shares of Common Stock.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as set forth in Item 6, the Reporting Person does not have any
contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the
Company. As noted in Item 5(a), the spouse of the Reporting Person has
granted the Reporting Person an irrevocable proxy to vote all 355,650
shares of Common Stock owned of record by her and the Reporting Person
has the right to vote 914,396 shares of Common Stock owned of record
by each of Messrs. Grandy and Owens (an aggregate of 1,828,792
shares). In addition, the Reporting Person has agreed not to sell any
shares of Common Stock or options or warrants to purchase Common Stock
for a period of 180 days from December 10, 1997 without the consent of
the lead managing underwriter of the Offering.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Voting Trust Agreement dated September 1, 1994 among the Company,
Robert Kassel and Joseph Owens.*
Exhibit 2 Voting Trust Agreement dated September 1, 1994 among the Company,
Robert Kassel and Richard M. Grandy.*
Exhibit 3 Irrevocable Proxy dated October 11, 1993 granted by Maureen
Kassel to Robert Kassel.+
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* Previously filed with Amendment No.1 to the Schedule 13D of the Reporting
Person.
+ Previously filed with the initial filing of the Schedule 13D of the
Reporting Person.
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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.
DATE: January 15, 1998
/s/ Robert Kassel
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Robert Kassel
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