SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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, 1998
(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. NAME 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 13,500
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 13,500
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. 350,000 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 Adler Children Trust. Mr. Adler expressly disclaims
beneficial ownership of such 2,100,683 shares held by these
trusts.
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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 and the Adler Children Trust,
the Reporting Person would beneficially own less than 1% of the
outstanding Common Stock.
14. TYPE OF REPORTING PERSON
IN
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This Amendment No. 2 filed by Frederick R. Adler (the "Reporting Person")amends
a report on Schedule 13D filed January 28, 1997 and Amendment No. 1 filed
January 9, 1998 and is being filed to reflect the transfer to the Adler Children
Trust, on December 29, 1998, of a warrant (the "Warrant") to purchase 350,000
shares of the common stock, $.01 par value per share (the "Common Stock"), of
the Issuer by the Reporting Person.
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 shares of Common Stock beneficially owned by the Reporting Person
were acquired solely for investment purposes. The Reporting Person transferred
the Warrant to the Adler Children Trust (the "Children's Trust"). The Reporting
Person's children are the beneficiaries of, and his wife is the Trustee of, the
Children's Trust.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Adler beneficially owns an aggregate of 13,500 shares of Common
Stock representing less than 1% of the outstanding shares of Common Stock. The
Children's Trust beneficially owns the Warrant, representing approximately 2.5%
of the outstanding shares of Common Stock. The Frederick R. Adler Intangible
Asset Management Trust (the "Management Trust"), of which the Reporting Person
is settlor and beneficiary, 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 Children's Trust and the Management Trust for federal
securities laws purposes. Mr. Adler disclaims beneficial ownership of the shares
of Common Stock held by the Children's Trust and the Management Trust for
purposes of Section 13 of the Securities Exchange Act of 1934 and for all other
purposes.
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(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 Persons, 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:
On December 29, 1998, the Reporting Person transferred the Warrant
to the Children's 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 Management 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.
By: /s/ Frederick R. Adler
Frederick R. Adler
Date: January 7, 1999
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