SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 25, 1998
USA DETERGENTS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26568 11-2935430
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1735 Jersey Avenue
North Brunswick, New Jersey 08902
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (732) 828-1800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. OTHER EVENTS
On February 26, 1998, USA Detergents, Inc. issued the press release filed
herewith as Exhibit 1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
C. EXHIBITS
1. Press Release of USA Detergents, Inc., dated February 26, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
USA DETERGENTS, INC.
Date: March 5, 1998 By: /S/Richard D. Coslow
Name: Richard D. Coslow
Title: Senior Vice President and
Chief Financial Officer
<PAGE>
Exhibit 1
(BW) (USA -- DETERGENTS) (USAD) USA Detergents Announces Extension of PNC
Indebtedness to 1999
NORTH BRUNSWICK, N.J. -- (BUSINESS WIRE) -- February 26, 1998 --
Company Also Announces Up to $9 Million in Loans from Shareholders;
Resignation of President & COO, Giulio Perillo
USA Detergents, Inc. (Nasdaq: USAD) announced today that it has entered
into an Amended and Restated Loan and Security Agreement with PNC Bank
("PNC"), pursuant to which PNC has agreed to waive any existing defaults and
release any rights or remedies available to it under the prior financing
agreements with the Company. Under the amended agreement, the Company made a
principal payment of $5 million and granted PNC a security interest in certain
additional collateral. The balance of the principal indebtedness,
approximately $35 million, has been extended to January 4, 1999 and bears
interest at rates which may range from prime plus .25% to prime plus 2%. Of
the $5 million paid to PNC, $4 million was loaned to the Company by an entity
owned by certain USA Detergent's shareholders at a rate of 9.5% per annum, and
is due in August 1999. These shareholders also personally guaranteed the
repayment of up to an additional $5 million of the indebtedness owed to PNC.
In connection with the transaction, PNC received warrants to purchase
between approximately 140,000 and 700,000 shares of the Company's common
stock, depending on the repayment date of the remaining indebtedness (140,000
shares if paid in full by September 30, 1998). In conjunction with the
issuance of these warrants, the Company will recognize, in 1998, a charge
anticipated to be approximately $500,000. The shareholders who funded $4
million of the $5 million payment and guaranteed the repayment of an
additional $5 million may also receive warrants or other consideration in
connection with the transaction.
"USA Detergents is pleased to have entered into the agreement with PNC
which extends the maturity date for the indebtedness to January 1999," said
Uri Evan, Chairman and CEO. "This allows the Company the appropriate time,
without significant time pressures, to complete its planned refinancing of the
indebtedness."
Separately, USA Detergents announced that the Company's President &
Chief Operating Officer, Giulio Perillo, has resigned for personal reasons.
Uri Evan, Chairman & Chief Executive Officer of USA Detergents, will assume
the additional position of President on an interim basis.
"The Company appreciates the contribution Mr. Perillo made over the past
months as part of our turnaround team," added Evan. "The progress we have
made is part of a combined effort which spanned virtually every department
within the Company and has led to improvements in distribution, manufacturing,
and operations. The management team has dedicated itself to continue to carry
out its program of reducing costs, improving efficiencies and providing the
best possible service to our customers."
USA Detergents, Inc. is a leading manufacturer and marketer of quality
nationally distributed value brand laundry and household cleaning products.
The Company sells its products to retailers throughout the United States,
including mass merchandisers, supermarkets, variety and dollar stores, drug
stores and small grocery stores.
This press release and other documents filed by the Company with the
Securities and Exchange Commission (the "SEC") contain certain forward-looking
statements with respect to the prospective financing arrangement and the
business of the Company. These forward-looking statements are subject to
certain risks and uncertainties, including those mentioned in the press
release and those set forth below, which may cause actual results to differ
significantly from these forward-looking statements. Among the factors that
could cause actual results to differ are the following: competition from
other suppliers of laundry and household cleaning products; changes in
consumer preferences and spending habits; the inability to successfully manage
growth; seasonality; the ability to introduce and the timing of the
introduction of new products; the inability to obtain adequate supplies or
materials at acceptable prices; the inability to reduce expenses to a level
commensurate with revenues; and the inability to negotiate acceptable credit
terms with current or prospective lenders. As a result of these and other
factors, the Company may experience material fluctuations in future operating
results on a quarterly or annual basis, which could materially and adversely
affect its business, financial condition, operating results, and stock price.
An investment in the Company involves various risks, including those mentioned
above and those which are detailed from time to time in the Company's SEC
filings.
CONTACT: THE MWW GROUP
Public Relations - Tel. (201) 507-9500
Contact:
Investor: Leon Berman ([email protected])
Media: Rich Tauberman ([email protected])
