-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FmshPV7xlAMZJy7nxldyVEjS6PPvTvDAfzDgizzZaj12q1ESb3aYEz9eDaPAFiCW ZbJRcKkWenEV7tycfvPVWA== 0000950168-97-002990.txt : 19971016 0000950168-97-002990.hdr.sgml : 19971016 ACCESSION NUMBER: 0000950168-97-002990 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971015 SROS: NONE GROUP MEMBERS: KASSNER FRED GROUP MEMBERS: LIBERTY TRAVEL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL SELF CARE INC CENTRAL INDEX KEY: 0000879465 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 954228470 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51733 FILM NUMBER: 97695554 BUSINESS ADDRESS: STREET 1: 11585 FARMINGTON ROAD STREET 2: SUITE #4 CITY: LIVONIA STATE: MI ZIP: 48150 BUSINESS PHONE: 3132612988 MAIL ADDRESS: STREET 1: 11585 FARMINGTON ROAD CITY: LIVONIA STATE: MI ZIP: 48150 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KASSNER FRED CENTRAL INDEX KEY: 0000923085 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 69 SPRING STREET CITY: RAMSEY STATE: NJ ZIP: 07446 BUSINESS PHONE: 2019343500 MAIL ADDRESS: STREET 1: 69 SPRING STREET CITY: RAMSEY STATE: NJ ZIP: 07446 SC 13D/A 1 UNIVERSAL SELF CARE - ----------------------------- OMB APPROVAL - ----------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form . . . . 14.90 - ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 1)* Universal Self Care, Inc. (Name of Issuer) Common Stock par value $.0001 per share (Title of Class of Securities) 913829 10 7 (CUSIP Number) Fred Kassner, 69 Spring Street, Ramsey, New Jersey 07446 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 12/18/96 (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 the 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. *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). SCHEDULE 13D - ----------------------------- ------------------------------- CUSIP No. 913829 10 7 Page 2 of 8 Pages - ----------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Liberty Travel, Inc. 13-2625933 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 360,000 CLASS A WARRANTS NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH ---------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 360,000 CLASS A WARRANTS ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 360,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ----------------------------- ------------------------------ CUSIP No. 913829 10 7 Page 3 of 8 Pages - ----------------------------- ------------------------------ 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: June 4, 1997 By: /s/ Liberty Travel Inc. by Fred Kassner SCHEDULE 13D - ----------------------------- ------------------------------- CUSIP No. 913829 10 7 Page 4 of 8 Pages - ----------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fred Kassner ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,004,655 Shares and 380,155 Class A Warrants NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH ---------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,004,655 Shares and 380,155 Class A Warrants ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,004,655 Shares and 380,155 Class A Warrants - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ----------------------------- ------------------------------ CUSIP No. 913829 10 7 Page 4 of 8 Pages - ----------------------------- ------------------------------ 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: June 4, 1997 By: /s/ Fred Kassner Fred Kassner PAGE OF PAGES ITEM 1. SECURITY AND ISSUER THIS SCHEDULE 13D IS FILED ON BEHALF OF FRED KASSNER, AN INDIVIDUAL, AND LIBERTY TRAVEL, INC., A NEW YORK CORPORATION ("LIBERTY"). MR. KASSNER AND LIBERTY ARE COLLECTIVELY REFERRED TO AS THE "REPORTING PERSONS". THIS SCHEDULE 13D IS FILED WITH THE SECURITY AND EXCHANGE COMMISSION ("SEC") WITH RESPECT TO THE COMMON STOCK OF UNIVERSAL SELF CARE, INC. ("COMMON STOCK") A DELAWARE CORPORATION. THE PRINCIPAL OFFICE OF THE COMPANY IS 13715 BURBANK BOULEVARD, VAN NUYS, CALIFORNIA 91401. IN ADDITION TO THE COMMON STOCK, THERE ARE THREE TYPES OF WARRANTS: CLASS A WARRANTS AND CLASS C WARRANTS, WHICH ARE CONVERTIBLE INTO ONE SHARE OF COMMON STOCK EACH, AND CLASS B. WARRANTS, WHICH ARE CONVERTIBLE INTO ONE COMMON SHARE AND ONE A WARRANT. ITEM 2 . IDENTITY AND BACKGROUND THIS STATEMENT IS BEING FILED ON BEHALF OF LIBERTY TRAVEL, INC. ("LTI") AND FRED KASSNER. LTI IS A CORPORATION ORGANIZED IN NEW YORK. LTI'S PRINCIPAL BUSINESS IS THE OPERATION OF RETAIL TRAVEL AGENCIES. THE ADDRESS OF LTI'S PRINCIPAL BUSINESS AND PRINCIPAL OFFICE IS 69 SPRING STREET, RAMSEY, NEW JERSEY 07446. MR. KASSNER IS CHAIRMAN OF LTI. MR. KASSNER'S BUSINESS ADDRESS IS 69 SPRING STREET, RAMSEY, NJ 07446. MR. KASSNER IS PRINCIPALLY EMPLOYED BY LIBGO TRAVEL, INC. A WHOLESALE AND RETAIL TRAVEL BUSINESS WITH PRINCIPAL OFFICES AT 69 SPRING STREET, RAMSEY, NJ 07446. DURING THE LAST FIVE YEARS, NEITHER LTI NOR KASSNER HAS BEEN CONVICTED IN A CRIMINAL PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR MISDEMEANORS). DURING THE LAST FIVE YEARS, NEITHER LTI NOR KASSNER HAS BEEN A PARTY TO A CIVIL PROCEEDING OF A JUDICIAL OR ADMINISTRATIVE BODY OF COMPETENT JURISDICTION, AND NEITHER LTI NOR KASSNER WAS OR IS AS A RESULT OF ANY SUCH PROCEEDING 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 VIOLATIONS WITH RESPECT TO SUCH LAWS. MR. KASSNER IS A UNITED STATES CITIZEN. PAGE OF PAGES ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION MR. KASSNER HAS FINANCED ALL OF THE COSTS AND EXPENSES OF THE ACQUISITION OF SHARES AND WARRANTS FROM PERSONAL FUNDS, AND AS DESCRIBED IN ITEM 5. THE SOURCE OF FUNDS USED BY LTI IN ACQUIRING, FROM 2/27/96 TO 3/11/96, THE 360,000 COMMON SHARES OF ISSUER BENEFICIALLY OWNED BY LTI, WAS THE WORKING CAPITAL OF LTI. ITEM 4. PURPOSE OF TRANSACTION EACH OF LTI AND MR. KASSNER HAS ACQUIRED THE COMMON STOCK, AND IN THE CASE OF MR. KASSNER, HE HAS ACQUIRED THE A, B AND C WARRANTS, FOR INVESTMENT PURPOSES. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. LTI: LTI OWNS BENEFICIALLY, WITH BOTH SOLE VOTING AND INVESTMENT POWER, 360,000 SHARES OF COMMON STOCK, CONSTITUTING 4.56% THEREOF, WHICH WERE ACQUIRED ON THE OVER-THE-COUNTER MARKET AT A AVERAGE PRICE OF $3.00 PER SHARE AND AN AVERAGE SELLING PRICE OF $3.44 PER SHARE IN ACCORDANCE WITH THE FOLLOWING SCHEDULE: NO OF SHARES DATE ACQUIRED(SOLD) PRICE PER SHARE 65,000 2/27/96 3 50,000 2/28/96 3 45,000 2/28/96 3 130,000 3/06/96 3 120,000 3/11/96 3 (50,000) (3/12/97) (3 7/16) PAGE OF PAGES FRED KASSNER: FRED KASSNER OWNS BENEFICIALLY 1,004,655 SHARES OF COMMON STOCK, AND 380,155 CLASS A WARRANTS OF ISSUER. MR. KASSNER PURCHASED 617,000 COMMON SHARES, AND SOLD 250,000 OF SUCH SHARES ON THE OVER-THE-COUNTER MARKET, AT A AVERAGE PURCHASE PRICE OF $2.15813 PER SHARE AND AT A AVERAGE SELLING PRICE $2.5739 PER SHARE, IN ACCORDANCE WITH THE FOLLOWING SCHEDULE: NO. OF SHARES DATE ACQUIRED (OR SOLD) PRICE PER SHARE ------------- ----------------------- --------------- 25,000 11/17/94 2 11/16 15,000 11/22/94 2 15/16 (25,000) (12/12/94) (2 1/8) 15,000 1/12/95 2 1/32 5,000 1/13/95 2 1/32 50,000 5/23/95 2 50,000 6/6/95 2 1/8 100,000 6/8/95 2 1/16 (150,000) (6/27/95) (2 1/2) (35,000) (7/25/95) (3 1/16) 45,000 7/31/95 3 1/16 40,000 10/27/95 2 5/8 (40,000) (11/3/95) (2 21/32) 130,000 3/29/96 2 7/8 12,000 4/3/96 2 7/8 130,000 4/26/96 2 13/14 (30,000) (3/12/97) (3 7/16) MR. KASSNER ALSO PURCHASED 5000 UNITS IN THE USCI INITIAL PUBLIC OFFERING IN APRIL, 1992 THE PURCHASE PRICE OF EACH UNIT WAS 9 1/8, AND CONSISTED OF 3 SHARES OF COMMON STOCK, 2 CLASS A WARRANTS AND 1 CLASS B WARRANT. MR. KASSNER SOLD THE 15,000 SHARES OF COMMON STOCK RECEIVED IN THE I.P.O. AT 3 1/8 IN JUNE, 1994. IN APRIL, 1995 AND JULY, 1995, MR. KASSNER MADE LOANS TO THE ISSUER IN THE AMOUNT OF $1,000,000 AND $2,000,000, RESPECTIVELY. IN CONSIDERATION FOR MAKING THE $1,000,000 LOANS, MR. KASSNER RECEIVED 150,000 CLASS C WARRANTS CONVERTIBLE INTO 150,000 COMMON SHARES AND EXERCISABLE AT A PURCHASE PRICE OF $1.00 PER SHARE, AND IN CONSIDERATION FOR MAKING THE $2,000,000 LOAN, MR. KASSNER RECEIVED 300,000 CLASS C WARRANTS CONVERTIBLE INTO 300,000 COMMON SHARES AND EXERCISABLE AT A PURCHASE PRICE OF $1.00 PER SHARE. ON APRIL 30, 1996, MR. KASSNER EXERCISED ALL HIS CLASS C WARRANTS AND CONVERTED THEM INTO 450,000 SHARES OF COMMON STOCK OF ISSUER. THE EXERCISE PRICE WAS PAID BY A $450,000 REDUCTION IN ISSUER'S DEBT TO MR. KASSNER. PAGE OF PAGES AS OF 4/30/96, MR. KASSNER EXERCISED 217,655 CLASS B WARRANTS, WHICH WERE CONVERTIBLE INTO 217,655 SHARES OF COMMON STOCK AND 217,655 CLASS A WARRANTS; THE TOTAL EXERCISE PRICE OF $326,482.50 WAS PAID BY FURTHER REDUCTION IN ISSUER'S $2,000,000 DEBT TO MR. KASSNER. ON NOVEMBER 14, 1996, MR. KASSNER PURCHASED 62,500 CLASS A WARRANTS AT A PURCHASE PRICE OF 29/32 PER WARRANT AND ON DECEMBER 18, 1996 MR. KASSNER PURCHASED 100,000 CLASS A WARRANTS AT A PURCHASE PRICE OF 1 1/32 PER WARRANT. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER THERE ARE CURRENTLY NO CONTRACT, ARRANGEMENTS OR UNDERSTANDINGS WITH ANY PERSON WITH RESPECT TO ANY SECURITIES. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS (A) JOINT FILING AGREEMENTS BY AND AMONG LIBERTY TRAVEL, INC. AND FRED KASSNER PURSUANT TO RULE 13D-1(F). SIGNATURES 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: JUNE 4, 1997 ____________________________ FRED KASSNER LIBERTY TRAVEL, INC. ---------------------------- FRED KASSNER JOINT FILING AGREEMENT IN ACCORDANCE WITH RULE 13D-1(F) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE PERSONS NAMED BELOW AGREE TO THE JOINT FILING ON BEHALF OF EACH OF THEM OF A STATEMENT ON SCHEDULE 13D (INCLUDING AMENDMENTS THERETO) WITH RESPECT TO THE COMMON STOCK OF UNIVERSAL SELF CARE, INC. AND FURTHER AGREE THAT THIS JOINT FILING AGREEMENT BE INCLUDED AS AN EXHIBIT TO SUCH JOINT FILING. IN EVIDENCE THEREOF THE UNDERSIGNED, BEING DULY AUTHORIZED, HEREBY EXECUTE THIS AGREEMENT AS OF THE 4TH DAY OF JUNE, 1997. LIBERTY TRAVEL, INC. ___________________________ FRED KASSNER CHAIRMAN ___________________________ FRED KASSNER -----END PRIVACY-ENHANCED MESSAGE-----