USA DETERGENTS INC
8-K, EX-99, 2000-06-20
SOAP, DETERGENTS, CLEANG PREPARATIONS, PERFUMES, COSMETICS
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                                                                      EXHIBIT 99


                                  PRESS RELEASE
                                  -------------

                                                           FOR IMMEDIATE RELEASE


     USA DETERGENTS, INC. AND CHURCH & DWIGHT CO., INC. ENTER INTO AGREEMENT TO
FORM STRATEGIC PARTNERSHIP FOR THEIR LAUNDRY CARE BUSINESS

     Church & Dwight to Purchase 2.14 Million Shares in USA Detergents at $7.00
per share representing a 15% Ownership

NORTH BRUNSWICK, NJ, June 14, 2000 - USA Detergents, Inc. (NASDAQ: USAD) and
Church & Dwight Co., Inc. (NYSE: CHD) today announced that they have entered
into an agreement to form a joint venture arrangement with respect to their
laundry care business. Under the terms of the joint venture agreement, USA
Detergents will contribute its XTRA and Nice'n FLUFFY brands and Church & Dwight
will contribute its Arm & Hammer brand under a sales and marketing organization
dedicated to these brands.

The joint venture, which will operate under the name ARMUS LLC, will utilize the
respective strengths of each venture member in the manufacture, marketing, sales
and distribution of the various laundry care products. In addition, at a
member's request, the joint venture may sell and or distribute any of its other
product offerings.

USA Detergents' annual share of the profits resulting from the partnership will
range from 35% to 45%, depending on the profit level of the joint venture,
subject to specific adjustments. In addition, USA Detergents anticipates that
the increased utilization of its manufacturing and logistics capacity directly
by the venture, as well as any distribution opportunities related to other
Church & Dwight products, will increase the Company's overall profitability.
Final implementation of the joint venture is contingent upon, among other
things, satisfaction of regulatory approval and USA Detergent's receiving notice
from Church & Dwight of the effectiveness of the venture.

The joint venture will have a minimum five-year duration. The agreement grants
to Church & Dwight, after five years, the right to purchase USA Detergents'
interest in the joint venture, based upon a specific formula related to the
earnings of the joint venture for the two years prior to the purchase. In
addition after ten years USA Detergents may require Church & Dwight to buy USA
Detergents' interest based on this same formula.


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In connection with the joint venture, Church & Dwight acquired approximately 1.4
million shares of USA Detergents common stock at $7 per share. Frederick R.
Adler, a director of USA Detergents, sold approximately 1.07 million shares and
approximately 360,000 shares were purchased directly from USA Detergents. An
additional approximately 700,000 shares of common stock owned by Mr. Adler may
be purchased at the option of Church & Dwight, or put to Church & Dwight at Mr.
Adler's option, exercisable at specified periods within sixty days of the joint
venture becoming effective, for $7 per share. Having disposed of his shares, Mr.
Adler has resigned as a director of the Company in order to devote his time to
his other investments and to his venture capital activities. Proceeds from the
sale of shares by the Company will be substantially invested in capital
projects.

Uri Evan, USA Detergents' Chairman and CEO, said, "This joint venture unites
three major brand equities under a single sales and marketing organization. We
anticipate that we will realize significant cost-savings synergies, as we
maximize the strengths of the brands combined with the manufacturing, sales and
marketing, logistics and supply chain management expertise of both companies."

"We have spent the past several years investing in our manufacturing and
logistics infrastructure and capacity," Evan added. "This venture gives USA
Detergents a partner that can efficiently utilize that capacity while
contributing to the success of the brands of the joint venture."

Evan continued "An additional benefit resulting from the joint venture will be
the ability of our Company to focus resources and management attention on
expanding our air care and household cleaner divisions. USA Detergents had
previously been limited in the strategic development of these business
segments."

"The formation of the strategic partnership does not effect our continued desire
to recruit a president," Evan noted. "We are finalizing our search for an
executive to complement the strengths of our management team, and bring
additional strategic management to our plans for growth."

USA Detergents was advised in the matter by JP Morgan Securities Inc. and
Corporate Capital Consultants, Inc.

USA Detergents, Inc. (NASDAQ: USAD) is a leading manufacturer and marketer of
quality, nationally distributed value brand laundry and household cleaning
products. The company has headquarters in North Brunswick, NJ.



                                      # # #


                                       -6-

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The Company's quarterly and annual operating results are affected by a wide
variety of factors that could materially and adversely affect revenues and
profitability, including competition from other suppliers of laundry and
household cleaning products; changes in consumer preferences and spending
habits; commodity price increases; 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; and the inability to reduce expenses to a level commensurate with
revenues. 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. Furthermore, the press release
and the documents filed by the Company with the Securities and Exchange
Commission (the "SEC") contain certain forward-looking statements with respect
to the business of the Company and the industry in which it operates. These
forward-looking statements are subject to certain risks and uncertainties,
including these mentioned above, which may cause results to differ significantly
from these forward-looking statements. 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.


                                       -7-



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