UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
and (Amendment No. __)
USA DETERGENTS, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
902938 10 9
(CUSIP Number)
Frederick R. Adler
1520 South Ocean Boulevard
Palm Beach, Florida 33480
(561) 659-2001
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 20, 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.
<PAGE>
SCHEDULE 13D
CUSIP No. 902938 10 9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Frederick R. Adler
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 1,750,683
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) -0-
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 1,750,683
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 1,750,683
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 12.74%
14. TYPE OF REPORTING PERSON
(a) IN<PAGE>
Item 1. SECURITY AND ISSUER
This Schedule 13D ("Schedule 13D") relates to the common stock, $.01 par
value per share (the "Common Stock"), of USA Detergents, Inc, a Delaware
corporation ("USA Detergents" or the "Company"). The principal executive
offices of USA Detergents are located at 1735 Jersey Avenue, North Brunswick,
NJ 08902.
Item 2. IDENTITY AND BACKGROUND
This Statement is filed by Frederick R. Adler (the "Reporting Person"),
having an address at 1520 South Ocean Boulevard, Palm Beach, Florida 33480.
Mr. Adler is a Director of the Company and Managing Director of Adler &
Company, a venture capital management firm.
Mr. Adler has not, during the past five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, has been
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. The
Reporting Person is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS.
Not applicable.
Item 4. PURPOSE OF TRANSACTION
All the shares of Common Stock beneficially owned by the Reporting
Person (the "Shares") were acquired solely for investment purposes. The
Reporting Person previously reported his holdings of Common Stock on Schedule
13G pursuant to Rule 13d-1(c). The Reporting Person transferred the Shares
to the Frederick R. Adler Intangible Asset Management Trust (the "Trust"),
which subsequently transferred the Shares back to Mr. Adler on January 20,
1997.
Item 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) Mr. Adler beneficially owns an aggregate of 1,750,683 shares of
Common Stock representing approximately 12.74% of the shares of Common Stock
outstanding.
(b) For information with respect to the power to vote or direct the
vote and the power to dispose or to direct the disposition of the Common
Stock beneficially owned by the Reporting Person, see Rows 7-10 of the cover
page.
(c) No transactions in the Common Stock were effected by the Reporting
Person during the past 60 days except:
(i) On December 21, 1996, the Reporting Person transferred the Shares
to the Trust. No consideration was paid with respect to such transfer.
(ii) On January 20, 1997, the Trust transferred the Shares back to Mr.
Adler. No consideration was paid with respect to such transfer.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7. EXHIBITS.
None
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.
/s/ Frederick R. Adler
Frederick R. Adler
Date: January 28, 1997
