0000930661-01-502087.txt : 20011029
0000930661-01-502087.hdr.sgml : 20011029
ACCESSION NUMBER: 0000930661-01-502087
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011024
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: US HOME SYSTEMS INC /TX
CENTRAL INDEX KEY: 0000844789
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900]
IRS NUMBER: 752922239
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-42309
FILM NUMBER: 1765144
BUSINESS ADDRESS:
STREET 1: 750 STATE HIGHWAY 121 BYPASS
STREET 2: SUITE 170
CITY: LEWISVILLE
STATE: TX
ZIP: 75067
BUSINESS PHONE: 2144886300
MAIL ADDRESS:
STREET 1: 750 STATE HIGHWAY 121 BYPASS
STREET 2: STE 170
CITY: LEWISVILLE
STATE: TX
ZIP: 75067
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: HONIGSFELD MARK REVOCABLE LIVING TRUST
CENTRAL INDEX KEY: 0001136751
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 969 EAST END AVENUE
CITY: WOODMERE
STATE: NY
ZIP: 11598
BUSINESS PHONE: 2144886312
MAIL ADDRESS:
STREET 1: 969 EAST END AVENUE
CITY: WOODMERE
STATE: NY
ZIP: 11598
SC 13D/A
1
dsc13da.txt
AMENDMENT NO. 1 TO SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
U.S. HOME SYSTEMS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
90335C100
---------------------------------------------------------------
(CUSIP Number)
U.S. Home Systems, Inc.
750 State Highway 121, Suite 170
Lewisville, Texas 75067
Attention: Murray H. Gross
(214) 488-6300
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 5, 2001
---------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of (S)(S)204.103d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See (S)240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
--------------------------------- ------------------------------
CUSIP NO. 90335C100 13D Page 2 of 5
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Mark Honigsfeld Revocable Living Trust (S.S. of Trustee ###-##-####)
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO See (1) and PF
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
--------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 279,366 shares of common stock, $0.001 par value per
share
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 279,366 shares of common stock, $0.001 par value per
share
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
279,366 shares of common stock, $0.001 par value per share
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.7%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
OO (Revocable Living Trust)
--------------------------------------------------------------------------------
(1) U.S. Remodelers, Inc., a Delaware corporation merged with and into U.S.
Pawn Acquisition Sub, Inc., U.S. Pawn, Inc.'s wholly owned Delaware
subsidiary, with U.S. Remodelers, Inc. surviving. Pursuant to the terms and
conditions of this merger, U.S. Remodelers, Inc. shareholders exchanged all
of their outstanding shares for shares of common stock of U.S. Pawn, Inc.
Coinciding with this merger, U.S. Pawn, Inc. re-capitalized its equity with
a four (4) for one (1) reverse stock split, reincorporated in Delaware and
changed its name by merging with and into U.S. Home Systems, Inc., a
wholly-owned Delaware subsidiary of U.S. Pawn, Inc. The Reporting Person's
initial consideration consisted of such person's shares of U.S. Remodelers,
Inc. shares that were exchanged for Issuer's post-reverse stock split
shares of common stock.
Page 3 of 5
Item 1. Security and Issuer
The class of equity securities to which this amended statement on
Schedule 13D (this "Statement") relates is the common stock, par value $0.001
per share (the "Common Stock"), of U.S. Home Systems, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 750 State Highway 121, Suite 170, Lewisville, Texas 75067.
Item 2. Identity and Background.
This Statement is being filed on behalf of Mark Honigsfeld Revocable
Living Trust, with Mark Honigsfeld as Trustee (the "Honigsfeld Trust").
Hereinafter the Honigsfeld Trust is referred to in this Statement as the
"Reporting Person".
The principal place of residence of Mark Honigsfeld, Trustee of the
Honigsfeld Trust is 969 East End Avenue, Woodmere, New York 11598.
During the last five years, the Reporting Person has neither been
convicted in a criminal proceeding, nor has such Reporting Person been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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.
Item 3. Source and Amount of Funds or Other Consideration.
On February 15, 2001, the Issuer, formerly known as U.S. Pawn, Inc.,
merged its wholly-owned Delaware subsidiary with and into U.S. Remodelers, Inc.,
a Delaware corporation, with U.S. Remodelers, Inc. surviving. The Issuer
subsequently reincorporated in Delaware and re-capitalized its equity with a
four (4) for one (1) share reverse stock split on all of its Common Stock
through a merger with its wholly owned Delaware subsidiary. In connection with
both of these mergers, the shareholders of U.S. Remodelers, Inc. exchanged their
outstanding shares of U.S. Remodelers, Inc. common stock for an aggregate of
4,045,633 shares of U.S. Home Systems, Inc. (on a post-reverse stock split
basis, the aggregate number of shares of Common Stock held as a result of this
exchange results in the shareholders of U.S. Remodelers, Inc. holding 83% of the
Issuer's outstanding Common Stock following the mergers and recapitalization).
The source and amount of funds for the recent change in beneficial
ownership reported in this Statement was provided by selling 20,025 shares of
Common Stock for $2.82 per share and then using a porting of the proceeds
generated thereby to purchase 12,500 new shares of Common Stock.
Item 4. Purpose of Transaction.
The Reporting Person initially acquired and recently sold the
securities covered by this Statement for investment purposes.
Item 5. Interest in Securities of the Issuer.
The Reporting Person is deemed, pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the
beneficial owner of an aggregate of 279,366 shares of the Common Stock as a net
result of a recent acquisition and disposition of shares of Common Stock of the
Issuer.
Page 4 of 5
Based upon the Issuer's stock transfer records as of October 5, 2001,
there were 5,897,815 shares of the Common Stock issued and outstanding. The
following chart represents the number of shares held by the Reporting Person and
the percentage deemed to beneficially owned by such Reporting Person, as
calculated pursuant to Rule 13d-3 of the Exchange Act as of October 5, 2001:
------------------------- ------------------- ----------------------
Number of Percentage of
Reporting Person Shares Held Ownership
---------------- ----------- ---------
------------------------- ------------------- ----------------------
Honigsfeld Trust 279,366 4.7%
------------------------- ------------------- ----------------------
Except as set forth herein, the Reporting Person has not effected any
transactions in shares of the Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
On February 13, 2001, the Issuer entered into an Escrow Agreement with
U.S. Remodelers, Inc., a Delaware corporation and the shareholders of U.S.
Remodelers, Inc., whereby 10% of the Issuer's shares of Common Stock received by
the U.S. Remodelers, Inc. shareholders as merger consideration (aggregating
404,564 shares of Common Stock) were placed in escrow to cover any
indemnification claims against U.S. Remodelers, Inc. that may arise after the
merger. Pursuant to this Escrow Agreement, U.S. Remodelers, Inc.'s aggregate
liability for indemnification shall not exceed the lesser of the value of the
shares held in escrow or $500,000. Additionally, any liability that might arise
to the shareholders of U.S. Remodelers, Inc. will also be limited to the
aggregate number of shares held in escrow thereunder. This Escrow Agreement is
governed by the laws of the state of Colorado and expires on February 15, 2002.
The Escrow Agreement was previously reported and filed as Exhibit 1 in
the Reporting Person's initial Schedule 13D filing (See Item 7 below) and is
incorporated by reference herein in its entirety in response to this Item. The
foregoing description of the terms and provisions of such document is provided
in summary format only, and is qualified in its entirety by reference to such
document.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. The Escrow Agreement, dated February 13, 2001, among the
Issuer, U.S. Remodelers, Inc. and the shareholders of U.S. Remodelers, Inc. was
filed as Exhibit 1 to the initial Schedule 13D filed on behalf of the Reporting
Person on February 27, 2001 is incorporated herein in its entirety by reference.
The Escrow Agreement is not required to be restated or filed herewith pursuant
to Rule 13d-2(e) of Regulation D (17 CFR(S) 240.13d-2(e)) and Rule 102 of
Regulation S-T (17 CFR(S) 232.102).
Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: October 23, 2001
MARK HONIGSFELD REVOCABLE TRUST
/s/ Mark Honigsfeld
------------------------------------
MARK HONIGSFELD, TRUSTEE