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