SC TO-C 1 a70858cascto-c.txt SCHEDULE TO-C 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 USA DETERGENTS, INC. (Name of Subject Company (issuer)) CHURCH & DWIGHT CO., INC. (Name of Filing Persons (offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 902938 10 9 (CUSIP Number of Class of Securities) MARK A. BILAWSKY VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY CHURCH & DWIGHT CO., INC. 469 NORTH HARRISON STREET PRINCETON, NEW JERSEY 08543-5297 (609) 683-5900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) COPY TO: RONALD S. BEARD, ESQ. GIBSON, DUNN & CRUTCHER, LLP 4 PARK PLAZA IRVINE, CALIFORNIA 92614 (949) 451-3800 CALCULATION OF FILING FEE
=============================================================================== TRANSACTION VALUATION* AMOUNT OF FILING FEE ------------------------------------------------------------------------------- NOT APPLICABLE NOT APPLICABLE ===============================================================================
* Set forth the amount on which the filing fee is calculated and state how it was determined. [x] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. 2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of April 10, 2001 (the "Amendment No. 1"), is entered into by and among CHURCH & DWIGHT CO., INC., a Delaware corporation ("Parent"), US ACQUISITION CORP., a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Parent, and USA DETERGENTS, INC., a Delaware corporation (the "Company"), with respect to that certain Agreement and Plan of Merger, dated as of March 30, 2001 (the "Agreement"), by and among Parent, Purchaser and the Company. NOW, THEREFORE, the Company, Parent and Purchaser hereby agree to amend the first sentence of Section 1.1(b) of the Agreement in its entirety as follows: (b) The Offer will initially be scheduled to expire twenty-five (25) Business Days following the commencement thereof (the initial "Expiration Date," and any expiration date established pursuant to an authorized extension of the Offer, as so extended, also an "Expiration Date"). IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first written above. PARENT: Church & Dwight Co., Inc. a Delaware corporation By: /s/ ROBERT A. DAVIES, III ------------------------------------ Name: Robert A. Davies, III Title: Chairman and Chief Executive Officer PURCHASER: US Acquisition Corp., a Delaware corporation By: /s/ ROBERT A. DAVIES, III ------------------------------------ Name: Robert A. Davies, III Title: Chairman and Chief Executive Officer THE COMPANY: USA Detergents, Inc., a Delaware corporation By: /s/ URI EVAN ------------------------------------ Name: Uri Evan Title: Chairman and Chief Executive Officer