0000891554-01-505704.txt : 20011010
0000891554-01-505704.hdr.sgml : 20011010
ACCESSION NUMBER: 0000891554-01-505704
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011009
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: KASSEL ROBERT
CENTRAL INDEX KEY: 0001023979
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 655 MONTGOMERY STREET
STREET 2: SUITE 830
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
MAIL ADDRESS:
STREET 2: 655 MONTGOMERY STREET SUITE 830
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: US HOME & GARDEN INC
CENTRAL INDEX KEY: 0000879911
STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200]
IRS NUMBER: 770262908
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-42560
FILM NUMBER: 1753668
BUSINESS ADDRESS:
STREET 1: 655 MONTGOMERY ST STE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: 4156168111
MAIL ADDRESS:
STREET 1: 655 MONTGOMERY ST
STREET 2: SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
FORMER COMPANY:
FORMER CONFORMED NAME: NATURAL EARTH TECHNOLOGIES INC
DATE OF NAME CHANGE: 19930328
SC 13D/A
1
d27081_sc13d.txt
SCHEDULE 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No 4)
U.S. Home & Garden Inc
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
902939 10 7
(CUSIP Number)
Robert Kassel
655 Montgomery Street, Suite 830
San Francisco, California 94111
(415) 616-8111
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 1, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box |_|.
Note: Schedules filed in paper format shall include a signed original and file
copies of the schedule, including all exhibits. See Rule 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).
Page 1 of 5 Pages
SCHEDULE 13D
CUSIP No. 902939 10 7
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Kassel
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF, OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,836,931 shares (of which 2,374,493 shares are issuable
upon exercise of outstanding options and warrants)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
--
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,698,281 shares (of which 2,374,493 shares are issuable
upon exercise of outstanding options and warrants)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
--
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,836,931 shares (of which 2,374,493 shares are issuable upon exercise
of outstanding options and warrants)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
This Amendment No. 4 to the Schedule 13D of Robert Kassel (the
"Reporting Person") amends the Schedule 13D and amendments thereto
previously filed by the Reporting Person with respect to the common
stock, $.001 par value per share (the "Common Stock") of U.S. Home &
Garden Inc. (the "Company"). Except as modified hereby, there has been
no change in Amendment no. 3 to the Schedule 13D previously filed by
the Reporting Person with respect to the Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
Of the 2,836,931 shares of Common Stock deemed to be beneficially
owned by the Reporting Person:
(a) 323,788 shares are issued and beneficially owned by the Reporting
Person (includes 208,388 shares held in the Company's Non-Qualified
Deferred Compensation Plan for Select Employees (the "Deferred Plan"))
which were acquired by the Reporting Person for cash using personal
funds or as gifts from his spouse;
(b) 138,650 shares of Common Stock are owned of record by the
Reporting Person's spouse which were acquired for cash using personal
funds of the Reporting Person or his spouse; and
(c) The Reporting Person owns options and warrants to purchase an
aggregate of 2,492,493 shares of Common Stock that were issued to him
by the Company. These options and warrants are exercisable at prices
ranging from $1.69 to $3.25 per share. A total of 2,374,493 of these
options and warrants are exercisable within 60 days from September 1,
2001.
Item 4. Purpose of Transaction.
The shares owned by the Reporting Person were either acquired by him
from his wife or in open market transactions, and as to the shares
held in the Deferred Plan, upon the exercise of options or warrants.
The wife of the Reporting Person acquired the 138,650 shares of Common
Stock owned of record by her either in connection with the formation
of the Company or in private transactions for investment purposes. The
options and warrants to purchase Common Stock from the Company were
acquired by the Reporting Person in private transactions from the
Company . These securities are being held for investment purposes. The
purpose of the Reporting Person obtaining the right to vote the shares
of Common Stock owned of record by the spouse of the Reporting Person
is to enable the Reporting Person to influence the outcome of matters
subject to a vote of stockholders of the Company. Depending upon
market conditions and other factors that the Reporting Person may deem
material to his investment decision, the Reporting Person may purchase
additional securities of the Company, in the open market or in private
transactions, or may dispose of all or a portion of the
Page 3 of 5 Pages
securities of the Company that he now owns or hereafter may acquire.
Except as set forth in this Item 4, the Reporting Person did not
acquire the securities reported herein in connection with or in
contemplation of any plan or proposal that relates to or that would
result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The calculations in this Item are based upon 17,543,379 shares of
Common Stock issued and outstanding as of the close of business on
September 1, 2001. The Reporting Person beneficially owns 2,836,931
shares of Common Stock, comprising approximately 14.2% of the issued
and outstanding Shares, including (i) 323,788 shares beneficially
owned directly (of which 208,388 are held in the Deferred Plan), (ii)
2,374,493 shares issuable upon exercise of options and warrants owned
by the Reporting Person directly; and (iii) 138,650 shares owned of
record by the spouse of the Reporting Person as to which shares the
Reporting Person has been granted an irrevocable proxy to vote such
shares.
The foregoing calculation is made pursuant to Rule 13d-3 promulgated
under the Securities Exchange Act of 1934.
(b) The Reporting Person has sole power to vote and dispose of all of
the securities described in Items 5(a)(i) and the Common Stock
issuable upon exercise of the options and warrants described in Item
5(a)(ii).
The Reporting Person has the power to vote but not dispose of the
shares of Common Stock owned by his spouse described in Item 5(a)
above as being subject to an irrevocable proxy.
(c) Neither the Reporting Person nor his spouse has effected any
transactions in shares of the Common Stock or in any options or
warrants to purchase Common Stock in the past 60 days except that the
Reporting Person purchased 20,000 shares of Common Stock in the open
market on each of June 18, 2001 and June 22, 2001 at prices of $.0.75
per share and $0.679 per share, respectively and 85,000 shares were
transferred to the Company by the Reporting Person in June 2001. In
addition, on September 1, 2001 the voting proxy previously granted to
the Reporting Person by each of Messrs Joseph Owens II and Richard
Grandy, respectively, terminated by their respective terms.
(d) The Reporting Person affirms that no person other than the
Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by him, except for the
shares owned of record by the spouse of the
Page 4 of 5 Pages
Reporting Person as to which the Reporting Person has the right to
vote such shares as reported under Item 5(a).
(e) It is inapplicable for the purposes herein to state the date on
which the Reporting Person ceased to be the owner of more than five
percent (5%) of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except for the voting proxy given to the Reporting person by his
spouse, the Reporting Person does not have any contract, arrangement,
understanding or relationship (legal or otherwise) with any person
with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable
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.
DATE: October 4, 2001
/s/ Robert Kassel
------------------------
Robert Kassel
Page 5 of 5 Pages