AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
(Amendment No. 1)
U.S. Home & Garden Trust I
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(Name of Issuer)
U.S. Home & Garden Inc.
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(Name of Person(s) Filing Statement)
9.4% Cumulative Trust Preferred Securities
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(Title of Class of Securities)
90331U 20 3
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(CUSIP Number of Class of Securities)
Robert Kassel, President, U.S. Home & Garden Inc.,
655 Montgomery Street, San Francisco, CA 94111, (415) 616-8111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
On Behalf of the Person(s) Filing Statement)
COPIES TO:
Robert J. Mittman, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
December 15, 1999
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(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$10,500,000 $2,100
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* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 700,000 trust preferred securities at $15.00 per trust
preferred security in accordance with Rule 0-11 (1/50th of 1% of the
Transaction Value).
|_| 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: $2,100 Filing Party: U.S. Home &
Garden Inc.
Form or registration no.: Schedule Date filed: December 15, 1999
13E-4
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U.S. Home & Garden Inc., a Delaware corporation (the "Company"), hereby
amends its Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule
13E-4") filed with the Securities and Exchange Commission on December 15, 1999,
with respect to its offer to purchase for cash up to 700,000 9.4% Cumulative
Trust Preferred Securities of U.S. Home & Garden Trust I, a wholly owned
subsidiary of the Company ( the "Trust Securities"), at a price of $15.00 per
Trust Security, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated December 15, 1999, and the related Letter of
Transmittal (which together constitute the "Offer"). Capitalized terms used in
this Amendment No. 1 without definition have the meanings assigned to them by
the Schedule 13E-4.
ITEM 8 ADDITIONAL INFORMATION.
The response to Item 8(e) of the Schedule 13E-4 is hereby supplemented and
amended as follows:
At 5:00 P.M., New York City time, on January 14, 2000, the Offer expired in
accordance with its terms. Pursuant to the terms of the Offer, the Company
accepted for purchase 183,281 Trust Securities, which were all validly tendered
and not withdrawn.
Copies of the Company's news release dated January 19, 2000 announcing the
results of the Offer is attached hereto as Exhibit (a)(7) and is incorporated
herein by reference.
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ITEM 9 MATERIAL TO BE FILED AS EXHIBITS.
(a)(7) Press Release of the Company dated January 19, 2000.
(b)(4) Third Amendment to Credit Agreement dated as of October 13, 1998
between the Company and Bank of America, N.A. dated December 17, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13E-4/A is true, complete and
correct.
January 25, 2000 U.S. Home & Garden Inc.
By: /s/ Richard Raleigh
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Richard Raleigh
Chief Operating Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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(a)(7) Press Release of the Company dated January 19, 2000.
(b)(4) Third Amendment to the Credit Agreement dated as of October 13, 1998
between the Company and Bank of America, N.A. dated December 17, 1999.
Exhibit 99.(a)(7)
U.S. Home & Garden Inc.
FOR ADDITIONAL INFORMATION CONTACT:
Robert L. Kassel, President
U.S. Home & Garden Inc.
(415) 616-8111
or
Kevin McGrath
Cameron Associates
(212) 245-8800
U.S. HOME & GARDEN ANNOUNCES EXPIRATION OF TENDER OFFER
OF THE 9.4% CUMULATIVE TRUST PREFERRED SECURITIES OF
U.S. HOME & GARDEN TRUST I
San Francisco, CA - January 18, 2000 - U.S. Home & Garden Inc. (Nasdaq:
USHG) today announced that it has terminated the tender offer, in accordance
with this terms, for the outstanding 9.4% Cumulative Trust Preferred Securities
of U.S. Home & Garden Trust I (Amex: UHG.Pr.A), a subsidiary of the Company. The
tender offer expired at 5:00 p.m. New York City Time on January 14, 2000. There
were 183,281 shares tendered pursuant to such offer, and there are now
approximately 2,327,900 Trust Preferred Securities outstanding after the offer.
U.S. Home & Garden Inc. is a leading manufacturer and marketer of a broad
range of consumer lawn and garden products including weed preventative landscape
fabrics, weed trimmer replacement heads, fertilizer spikes, decorative landscape
edging, shade cloth and rood feeders which are sold under various recognized
brand names including Weedblock(R), Jobe's(R), Weed Wizard(TM), Emerald Edge(R),
Shade Fabric(TM), Ross(R), and Tensar(R). The Company markets its products
through most large national home improvement and mass merchant retailers. The
Company's Internet subsidiary, E*Garden, Inc. (www.egarden.com), is the first
business-to-business e-commerce Web site focused on the lawn and garden
industry.
To learn more about U.S. Home & Garden Inc. business, visit its website at
www.easygardener.com/ushg.
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THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER
This Amendment and Waiver (the "Amendment and Waiver") dated as of December
17, 1999, is between Bank of America, N.A. (the "Bank"), formerly known as Bank
of America National Trust and Savings Association, and U.S. Home & Garden Inc.
(the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Credit Agreement dated
as of October 13, 1998, as previously amended (the "Agreement").
B. The Borrower desires to spend up to Three Million Dollars ($3,000,000)
of its own cash to borrow up to Ten Million ($10,000,000) under Facility 1 in
order to purchase 9.40% Cumulative Trust Preferred Securities ("Trust Preferred
Securities") issued by U.S. Home & Garden Trust 1, a Delaware statutory business
trust, through a tender offer by the Borrower for the Trust Preferred Securities
(the "Transactions"). The Transactions are prohibited by Section 6.12 of the
Credit Agreement, which limits the use of the proceeds of Facility 1 Loans, and
by Section 7.4 of the Credit Agreement, which prohibits the Borrower from
purchasing or acquiring securities of, or interests in, any Person, or the
making of a commitment to do so. The Borrower has requested the Bank, on a
one-time basis, to waive compliance by the Borrower with Section 6.12 of the
Credit Agreement in order to permit the Borrower to enter into the Transactions.
C. The Bank and the Borrower also desire to further amend the Agreement in
order to permit the Borrower to enter into the Transactions.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this
Amendment and Waiver shall have the meaning given to them in the Agreement.
2. Amendment. The Agreement is hereby amended as follows:
2.1 Section 7.4 is amended by (a) deleting the word "and" following the
semicolon in Section 7.4(f); (b) changing the period to a semicolon at the end
of Section 7.4(g) and inserting the word "and" following such semicolon; and (c)
inserting a new Section 7.4(h) following Section 7.4(g) that reads in its
entirety as follows:
(h) cash Investments in Trust Preferred Securities in an
aggregate amount for all such payments after the Closing Date not
exceeding $10,000,000, which amount is in addition to the aggregate
amount of such payments permitted under Section 7.1(d) below.
2.2 Section 7.11(d) is amended to read in its entirety as
follows:
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(d) purchase, redeem or otherwise acquire Trust Preferred
Securities, shares of its capital stock or warrants, rights or options
to acquire any shares of its capital stock for cash in an aggregate
amount for all such payments after the Closing Date not exceeding
$8,000,000; provided that, immediately after giving effect to such
proposed action, no Default would exist.
3. Waiver. The Bank hereby waives, on a one-time basis, compliance by
the Borrower with Section 6.12 (Use of Proceeds.) of the Credit Agreement
for the sole and express purpose of permitting the Borrower to enter into
the Transactions.
4. Representations and Warranties. When the Borrower signs this
Amendment and Waiver, the Borrower represents and warrants to the Bank
that:
4.1 No Default or Event of Default has occurred or is continuing under the
Agreement except those Defaults or Event of Default, if any, that have been
disclosed in writing to the Bank or waived in writing by the Bank.
4.2 The representations and warranties in the Agreement are true as of the
date of this Amendment and Waiver as if made on the date of this Amendment and
Waiver except to the extent such representations and warranties expressly refer
to an earlier date, in which case they are true and correct as of such earlier
date.
4.3 The execution, delivery and performance by the Borrower of this
Amendment and Waiver have been duly authorized by all necessary corporate and
other action and do not and will not require any registration with, consent or
approval of, notice to or action by, any Person (including any Governmental
Authority) in order to be effective and enforceable. The Agreement as amended by
this Amendment and Waiver constitutes the legal, valid and binding obligations
of the Borrower, enforceable against it in accordance with its respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles relating to enforceability.
5. Effective Date. This Amendment and Waiver will be effective on the date
on which the Bank receives from the Borrower a duly executed original of this
Amendment and Waiver.
6. Reservation of Rights. The Borrower acknowledges and agrees that the
execution by the Bank of this Amendment and Waiver shall not be deemed to create
a course of dealing or otherwise obligate the Bank to execute similar waivers
under the same or similar circumstances in the future.
Miscellaneous.
7.1 Except as herein expressly amended, all terms, covenants and provisions
of the Agreement are and shall remain in full force and effect and all
references therein and in the other Loan Documents to the Agreement shall
henceforth refer to the Agreement as amended
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by this Amendment and Waiver. This Amendment and Waiver shall be deemed
incorporated into, and a part of, the Agreement. This Amendment and waiver is a
Loan Document. The waiver provided in this Amendment and Waiver applies only to
the Transactions and the consequences thereof. The waiver does not apply to any
other breach that may now exist or may occur after the date of this Amendment
and Waiver with respect to the Transactions or any term, condition, or covenant
of the Credit Agreement.
7.2 This Amendment and Waiver shall be binding upon and inure to the
benefit of the parties hereto and to the Agreement and their respective
successors and assigns. No third party beneficiaries are intended in connection
with this Amendment and Waiver.
7.3 This Amendment and Waiver shall be governed by and construed in
accordance with the law of the State of California.
7.4 This Amendment and Waiver may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each of
the parties hereto understands and agrees that this document (and any other
document required herein) may be delivered by any party thereto either in the
form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original, and
that receipt by the Bank of a facsimile transmitted document purportedly bearing
the signature of the Borrower shall bind the Borrower with the same force and
effect as the delivery of a hard copy original. Any failure by the Bank to
receive the hard copy executed original of such document shall not diminish the
binding effect of receipt of the facsimile transmitted executed original of such
document.
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This Amendment and Waiver is executed as of the date stated as the
beginning of this Amendment and Waiver.
Bank of America, N.A.
By: /s/ Michelle Mojabi
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Title: Vice President
U.S. Home & Garden Inc.
By: /s/ Lynda Gustafson
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Title: V.P. Finance
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