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)
Daniel Bergman
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) Daniel Bergman
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 Daniel Bergman (the "Reporting Person")
having a business address at 1735 Jersey Avenue, North Brunswick, New Jersey
08902. Mr. Bergman is Vice President, Director of New York Metro Sales,
Secretary 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 in connection
with certain transactions affecting the Reporting Person's beneficial
ownership in the Common Stock. On March 11, 1996, the Bergman Family Limited
Partnership (the "Bergman Partnership"), of which the Reporting Person is a
general partner, sold 150,000 shares of Common Stock. Also on that date, a
not for profit corporation (the "NFPC") of which Mr. Bergman is a director
and an officer, sold in this Offering 75,000 shares previously transferred by
Mr. Bergman to the NFPC.
In addition, the Mark Antebi Charitable Remainder Unitrust (the
"Antebi Trust") sold 428,352 shares of Common Stock in the Offering. Mr.
Bergman is one of three trustees for the Antebi Trust and may have been
deemed to share voting power and dispositive power with respect to the shares
sold by the Antebi Trust.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Bergman may be deemed to own beneficially an
aggregate of 900,003 shares of Common Stock. Of that amount, 661,713 shares
are held by the Bergman Partnership and 238,290 shares are held by Mr.
Bergman's children under the New Jersey Gift to Minors Act. Mr. Bergman
disclaims beneficial ownership of the shares held by his children. 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.
(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. Bergman transferred 75,000
shares to the Not-For-Profit;
(ii) in March 1996, as part of the Offering, the Bergman
Partnership sold 150,000 shares, the Not-For-Profit
sold the 75,000 shares referred to in (i) and the
Antebi 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, except:
(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/ Daniel Bergman
--------------------------
Daniel Bergman
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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) Daniel Bergman
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) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 1,125,003 shares
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 428,352
11. AGGREGATE AMOUND BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 1,553,355
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 11.6 %
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 Daniel Bergman ("Mr. Bergman" or the
"Reporting Person") having a business address at 1735 Jersey Avenue, North
Brunswick, NJ 08902. Mr. Bergman is Vice President; Director of New York
Metro Sales; Secretary 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 in connection
with certain transactions affecting the Reporting Person's beneficial
ownership in the Common Stock. On February 12, 1996, the Reporting Person
transferred 1,315,065 shares of Common Stock to the Bergman Family Limited
Partnership (the "Bergman Partnership"). Mr. Bergman is the general partner
of the Bergman Partnership and may be deemed to beneficially own the shares
of Common Stock held by the Bergman Partnership. In addition, on February
12, 1996, the Bergman Partnership donated 428,352 shares of Common Stock then
owned by the Bergman Partnership to the Daniel Bergman Charitable Remainder
Unitrust (the "Bergman Trust"). Mr. Bergman has no power to vote or dispose
of the shares of Common Stock held by the Bergman Trust.
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On February 14, 1996, the Reporting Person was appointed a trustee
of the Mark Antebi Charitable Remainder Unitrust (the "Antebi Trust"), which
holds 428,352 shares of Common Stock. Action by the Antebi Trust requires
the affirmative vote of two out of the three trustees. Ezra Semah ("Semah")
and Ben Epstein ("Epstein") are the other trustees of the Antebi Trust.
Semah, a resident of the State of Israel having an address at 28,9 Shaulzon
Street, Har-Nof, Jerusalem, Israel, is a student, and 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. Neither Semah nor Epstein 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. Semah and Epstein
are citizens of the United States of America.
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. Bergman transferred 1,315,065 shares of Common Stock to the Bergman
Partnership. 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 the Bergman Partnership and except that (i)
the limited partners of the Bergman Partnership may have the right to receive
a distribution of profits from the Bergman Partnership, (ii) the
beneficiaries of the Antebi Trust have the right to receive through the
Antebi Trust distributions of specified amounts during the term of the trust
and a distribution of the remaining corpus of the Antebi Trust at the
expiration of its term, and (iii) action by the Antebi 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
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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/ Daniel Bergman
-----------------------------
Daniel Bergman
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