SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
USA DETERGENTS, INC.
--------------------
(Name of Issuer)
Common Stock, $.01 par value
-----------------------------
(Title of Class and Securities)
902 938 109
----------------------
(CUSIP Number of Class of Securities)
Joseph S. Cohen
c/o USA Detergents, Inc.
1735 Jersey Avenue
North Brunswick, NJ 08902
(908) 828-1800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
copy to:
Sheldon G. Nussbaum, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
212-318-3000
March 11, 1996
------------------
(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: / /
Check the following box if a fee is being paid with this Statement / /.
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 902 938 109 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Joseph S. Cohen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
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) United States
NUMBER 7. SOLE VOTING POWER
OF (a) 900,003 shares
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 900,003 shares
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUND BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 900,003
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 6.72 %
14. TYPE OF REPORTING PERSON
(a) IN
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D ("Schedule 13D" or this
"Statement") 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 Joseph S. Cohen (the "Reporting Person")
having a business address at 1735 Jersey Avenue, North Brunswick, New Jersey
08902. Mr. Cohen is Vice Chairman and a Director of the Company.
The Reporting Person has not, during the last 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 was or is 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 OR OTHER CONSIDERATION
Not applicable
ITEM 4. PURPOSE OF TRANSACTION
This statement is being filed by the Reporting Person to reflect a
material decrease in the percentage of the outstanding Common Stock
beneficially owned by the Reporting Person. On March 11, 1996, the Reporting
Person sold 150,000 shares of Common Stock pursuant to a registration
statement on Form S-1 (File No. 333-1386) (the "Offering"). Also on that
date, a not-for- profit corporation (the "NFPC") of which Mr. Cohen is a
director and an officer, sold in the Offering 75,000 shares previously
transferred by Mr. Cohen to the NFPC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Cohen may be deemed to own beneficially an aggregate
of 900,003 shares of Common Stock. Of that amount, 238,290 shares are held
by his children under the New Jersey Gift to Minors Act. Based upon the
13,392,372 shares of Common Stock outstanding as of December 31, 1995 (as set
forth in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995), the shares which may be deemed to be beneficially owned
by Reporting Person represent approximately 6.72% of the shares of Common
Stock outstanding. Mr. Cohen disclaims beneficial ownership of all shares
other than those held in his name.
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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 Person, see Rows 7-10 of the
cover page and the responses to Items 4 and 5(a) above.
(c) No transactions in the Common Stock were effected during
the past 60 days except as set forth below:
(i) in February 1996, Mr. Cohen transferred 75,000
shares to the NFPC; and
(ii) in March 1996, Mr. Cohen sold 150,00 shares and the
NFPC sold the 75,000 shares referred to in (i).
See also the response to Item 4 above.
(d) No person other than the Reporting Person is known to
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock owned by the
Reporting Person.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
May 13, 1996
- --------------------
Date
/s/ Joseph S. Cohen
---------------------
Joseph S. Cohen
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)
USA DETERGENTS, INC.
--------------------
(Name of Issuer)
Common Stock, $.01 par value
-----------------------------
(Title of Class and Securities)
902 938 109
---------------------
(CUSIP Number of Class of Securities)
Frederick J. Horowitz
c/o USA Detergents, Inc.
1735 Jersey Avenue
North Brunswick, NJ 08902
(908) 828-1800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 14, 1996
-----------------------
(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: / /
Check the following box if a fee is being paid with this Statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
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.
(Continued on following pages)
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 902 938 109 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Joseph S. Cohen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
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) United States
NUMBER 7. SOLE VOTING POWER
OF (a) 1,125,003 shares
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 1,125,003
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUND BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 1,125,003
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 8.4 %
14. TYPE OF REPORTING PERSON
(a) IN
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ITEM 1. SECURITY AND ISSUER
This Statement 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 Joseph S. Cohen ("Mr. Cohen" or the
"Reporting Person") having a business address at 1735 Jersey Avenue, North
Brunswick, NJ 08902. Mr. Cohen is Vice Chairman of the Board and a Director
of USA Detergents. The Reporting Person has not, during the last 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 was or is 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 OR OTHER CONSIDERATIONS
N/A
ITEM 4. PURPOSE OF TRANSACTION
This statement is being filed by the Reporting Person to reflect a
material decrease in the percentage of the outstanding Common Stock
beneficially owned by the Reporting Person, On February 14, 1996, the
Reporting Person transferred 428,352 shares of Common Stock then owned by the
Reporting Person to the Joseph S. Cohen Charitable Remainder Unitrust.
Item 5. Interest in Securities of the Issuer
(a) For information with respect to the number and percentage
of Common Stock beneficially owned by the Reporting Person, see Rows 11 and
13, respectively, of the cover page for the Reporting Person.
(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 for the Reporting Person.
(c) No transactions in the Common Stock were effected during
the past sixty days by the Reporting Person except as set forth below:
Individual Date Shares
---------- ---- ------
Joseph S. Cohen 2/14/96 428,352
See Item 4 above.
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(d) No person other than the Reporting Person is known to
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock owned by the
Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
February 21, 1996
- ------------------------
Date
/s/ Joseph S. Cohen
--------------------------
Joseph S. Cohen
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