SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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)
December 29, 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 ____.
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SCHEDULE 13D
CUSIP No. 902938 10 9
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER 7. SOLE VOTING POWER
OF 363,500
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 363,500
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,114,183 (*)
(*) 1,750,683 of these shares may be deemed to be
beneficially owned for federal securities laws
purposes by Frederick R. Adler, as a result of such
shares being held by the Frederick R. Adler
Intangible Asset Management Trust.
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% (**)
(**) Excluding the shares held by the Frederick R.
Adler Intangible Asset Management Trust, the
Reporting Person would beneficially own 2.6% of the
Outstanding Common Stock.
14. TYPE OF REPORTING PERSON
IN
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This Amendment No. 1 filed by Frederick R. Adler (the "Reporting Person")
amends a report on Schedule 13D filed January 28, 1997 and is being filed to
reflect the (i) transfer by the Reporting Person of 1,750,683 shares of
Common Stock to a trust of which the Reporting Person is the settlor and
beneficiary and (ii) the purchase of a warrant by Reporting Person to acquire
350,000 shares of Common Stock.
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS.
No change.
Item 4. PURPOSE OF TRANSACTION
All the shares of Common Stock beneficially owned by the Reporting
Person were acquired solely for investment purposes. The Reporting Person
previously reported his holdings of Common Stock on Schedule 13D as filed
with the Commission on January 28, 1997. The Reporting Person transferred
1,750,683 shares of Common Stock included in such filing to The Frederick R.
Adler Intangible Asset Management Trust (the "Trust"). Mr. Adler is the
settlor and beneficiary of the Trust.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Adler beneficially owns an aggregate of 363,500 shares of
Common Stock representing approximately 2.6% of the outstanding shares of
Common Stock. The Trust beneficially owns an aggregate of 1,750,683 shares
of Common Stock, representing approximately 12.7% of the outstanding shares
of Common Stock. Mr. Adler may be deemed to beneficially own the shares of
Common Stock held by the Trust for federal securities laws purposes. Mr.
Adler disclaims beneficial ownership of the shares of Common Stock held by
the Trust for purposes of Section 13 of the Securities Exchange Act of 1934
and for all other purposes.
(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 26, 1997, the Reporting Person was issued a warrant to
purchase 350,000 shares of Common Stock at an exercise price of $7.875 per
share, in consideration of the payment of $350,000 to the Company.
(ii) On December 29, 1997, the Reporting Person transferred 1,750,683
shares of Common Stock to the Trust. No consideration was paid with respect
to such transfer.
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner of more than
5% of the Company's securities as a result of the transfer by the Reporting
Person of the Shares to the Trust on December 29, 1997. The Reporting
Person, however, may still be deemed to be the beneficial owner of more than
5% of the Common Stock of the Company for the reasons set forth in Item 11 of
the cover page to this report.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7. EXHIBITS.
None
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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.
/s/ Frederick R. Adler
Frederick R. Adler
Date: January 9, 1998
