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)
Mark Antebi
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) Mark Antebi
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 shares
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 900,003 shares
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0 shares
11. AGGREGATE AMOUND BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 900,003 shares
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" 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 Mark Antebi (the "Reporting Person")
having a business address at 1735 Jersey Avenue, North Brunswick, New Jersey
08902. Mr. Antebi is Vice President, Director of International Sales 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. Antebi is a
director and an officer, sold in the Offering 75,000 shares previously
transferred by Mr. Antebi to the NFPC.
In addition, the Joseph S. Cohen Charitable Remainder Unitrust (the
"Cohen Trust") sold 428,352 shares of Common Stock in the Offering. Mr.
Antebi is one of three trustees for the Cohen Trust and may have been deemed
to share voting power and dispositive power with respect to the shares sold
by the Cohen Trust. Additionally, the Daniel Bergman Charitable Remainder
Unitrust (the "Bergman Trust") sold 428,352 shares of Common Stock in the
Offering. Mr. Antebi is one of three trustees for the Bergman Trust and may
have been deemed to share voting power and dispositive power with respect to
the shares sold by the Bergman Trust.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Antebi may be deemed to own beneficially an aggregate
of 900,003 shares of Common Stock. Of that amount, 211,813 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.
(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 follows:
(i) in February 1996, Mr. Cohen transferred 75,000
shares to the Not-For-Profit;
(ii) in March 1996, as part of the Offering, Mr. Antebi
sold 150,000 shares, the Not-For-Profit sold the
75,000 shares referred to in (i), the Cohen Trust
sold 428,352 shares and the Bergman Trust sold
428,352 shares. 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 beneficially 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 my knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
May 13, 1996
- ----------------------
Date
/s/ Mark Antebi
--------------------------
Mark Antebi
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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) Mark Antebi
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) 1,125,003 shares
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 856,704
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 1,125,003 shares
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 856,704
11. AGGREGATE AMOUND BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 1,981,707 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 14.8 %
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 Mark Antebi ("Mr. Antebi" or the
"Reporting Person") having a business address at 1735 Jersey Avenue, North
Brunswick, NJ 08902. Mr. Antebi is Vice President; Director of International
Sales 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 increase in the percentage of the outstanding Common Stock
beneficially owned by the Reporting Person and in connection with certain
transactions affecting the Reporting Person's beneficial ownership in the
Common Stock. On February 14, 1996, the Reporting Person donated 428,352
shares of Common Stock then owned by the Reporting Person to the Mark Antebi
Charitable Remainder Unitrust (the "Antebi Trust"). Mr. Antebi has no power
to vote or dispose of the shares of Common Stock held by the Antebi Trust.
In addition, on February 14, 1996 the Reporting Person was
appointed a trustee of the Joseph S. Cohen Charitable Remainder Unitrust (the
"Cohen Trust"), which holds 428,352 shares of Common Stock. Action by the
Cohen Trust requires the affirmative vote of two out of the three trustees.
Louis Massry ("Massry") and Danny Cohen ("Cohen") are the other Trustees of
the Cohen Trust. Massry, a resident of New Jersey having an address at 400
Parker Avenue, Deal, N.J. 07723, is an independent insurance broker, and
Cohen, a resident of New Jersey, having an address at 7 Lady Neward Bess
Drive, Deal, N.J. 07723, is a salesman at USA Detergents. Neither Massry nor
Cohen has 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
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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. Massry and Cohen are citizens of the
United States of America. Mr. Antebi may be deemed to share voting power and
dispositive power with respect to the shares of Common Stock held by the
Cohen Trust.
In addition, on February 12, 1996 the Reporting Person was
appointed a trustee of the Daniel Bergman Charitable Remainder Unitrust (the
"Bergman Trust"), which holds 428,352 shares of Common Stock. Action by the
Bergman Trust requires the affirmative vote of two out of the three trustees.
Ben Epstein ("Epstein") and Moshe Simantov ("Simantov") are the other
Trustees of the Bergman Trust. Epstein, a resident of New York having a
business address at 5417 18th Avenue, Brooklyn, New York 11204, is a partner
of Septimus and Epstein, and Simantov, a resident of New York, having an
address at 1123 Avenue N, Brooklyn, New York 11230, is a Rabbi at
Congregation Chaim Shaal. Neither Epstein nor Simantov has 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. Epstein and Simantov are citizens of
the United States of America. Mr. Antebi may be deemed to share voting power
and dispositive power with respect to the shares of Common Stock held by the
Bergman Trust.
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. See also the response to Item 4 above.
(c) No transactions in the Common Stock were effected during
the past sixty days by the Reporting Person except that in February 1996, Mr.
Antebi transferred 428,352 shares of Common Stock to the Antebi Trust. 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 beneficially owned
by the Reporting Person, except that (i) the beneficiaries of the Cohen Trust
have the right to receive through the Cohen Trust distributions of specified
amounts during the term of the trust and a
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distribution of the remaining corpus of the Cohen Trust at the expiration of
its term, (ii) action by the Cohen Trust requires the affirmative vote of two
out of the three trustees of such trust, (iii) the beneficiaries of the
Bergman Trust have the right to receive through the Bergman Trust
distributions of specified amounts during the term of the trust and a
distribution of the remaining corpus of the Bergman Trust at the expiration
of its term, (ii) action by the Bergman Trust requires the affirmative vote
of two out of the three trustees of such trust.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Februay 21, 1996
- -------------------------
Date
/s/ Mark Antebi
-------------------------
Mark Antebi
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