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. 1)*
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)
Maureen Kassel
655 Montgomery Street, Suite 830
San Francisco, California 94111 (415) 616-8111
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
December 10, 1997; December 15, 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).
Page 1 of 4 Pages
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CUSIP NO. 902939 10 7 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Maureen 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*
PF 00
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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 325,000 (issuable upon exercise of options and warrants)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 680,650 (of which 325,000 shares are issuable upon
exercise of options and warrants)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
680,650 (of which 325,000 shares are issuable upon exercise of options
and warrants)
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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)
3.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This amended Schedule 13D is being filed by Maureen Kassel (the "Reporting
Person") and relates to shares of the Common Stock, par value $.001 per
share ("Common Stock"), of U.S. Home & Garden Inc. (the "Company")
beneficially owned by the Reporting Person. The principal executive offices
of the Company are located at Suite 830, 655 Montgomery Street, San
Francisco, California 94111.
Item 5. Interest in Securities of the Issuer.
(a) According to information received from the Company, there were
19,819,980 shares of Common Stock outstanding on the close of business on
December 15, 1997 and 19,859,980 shares of Common Stock outstanding as of
December 23, 1997. All calculations in this item are based upon the number
of shares outstanding on December 23, 1997. The Reporting Person
beneficially owns 680,650 shares of Common Stock, comprising 3.4% of the
issued and outstanding shares of Common Stock, including (i) 325,000 shares
issuable upon exercise of currently exercisable options and warrants owned
by the Reporting Person directly; and (ii) 355,650 shares owned of record
by the Reporting Person, as to which shares the Reporting Person has
granted to her husband, Robert Kassel, an irrevocable proxy to vote such
shares. The Reporting Person disclaims beneficial ownership of any other
shares of Common Stock beneficially owned by her husband or children.
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 dispose of, but not vote, the
securities described in Item 5(a)(ii) above by virtue of her having granted
her husband the proxy referred to in Item 5(a) above.
(c) The Reporting Person has not effected any transactions in shares of
Common Stock or in options or warrants to purchase Common Stock during the
past 60 days other than as follows: On December 10, 1997 the Reporting
Person contractually committed to sell 120,000 shares of Common Stock to
the underwriters ("Underwriters") of the public offering of Common Stock
("Offering") which transaction was consummated on December 15, 1997. These
shares were sold to the
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Underwriters for $3.9525 per share (representing the $4.25 price to public
less 7% underwriting discounts and commissions). In addition, on December
23, 1997, the Reporting Person sold an additional 110,000 shares of Common
Stock to the Underwriters at $3.9525 per share in connection with the
exercise by the Underwriters of a portion of the over-allotment option
granted to them in connection with the Offering. In connection with the
foregoing sales, 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.
(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 her.
(e) The Reporting Person ceased to be the beneficial owner of more than
five percent (5%) of the shares of Common Stock on December 15, 1997.
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/ Maureen Kassel
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Maureen Kassel
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