425 1 b325380_425.txt PROSPECTUS Filed by U.S. Home & Garden Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: U.S. Home & Garden Trust I Commission File No: 333-102296-01 [Logo] U.S. HOME & GARDEN INC. June 16, 2003 Dear Trust Preferred Security Holder: By now you should have received a copy of the Proxy Statement/Prospectus regarding the upcoming special meeting of trust preferred security holders of U.S. Home & Garden Trust I to be held on June 27, 2003. At the meeting, holders of the 9.4% cumulative trust preferred securities are being asked to vote on proposed amendments to the trust securities which are necessary to complete a proposed sale of assets of the material subsidiaries of U.S. Home & Garden Inc. If the proposed amendments are approved, Easy Gardener Products Ltd. -- an entity formed by the management teams of Easy Gardener, Inc. and Ampro Industries, Inc., the current operating subsidiaries of U.S. Home & Garden Inc. -- will acquire substantially all operations and assets and assume substantially all liabilities of Easy Gardener and Ampro. In addition, Easy Gardener Products will assume all obligations of U.S. Home & Garden relating to the trust securities and will acquire all common securities of the trust, as well as the trust preferred securities owned by U.S. Home & Garden. The assets to be purchased and liabilities to be assumed comprise 98% of the assets and 99% of the liabilities of U.S. Home & Garden on a consolidated basis. The proposed amendments are not expected to materially alter the rights or interests of trust preferred security holders. If adopted, the Trust will become a subsidiary of Easy Gardener Products rather than of U.S. Home & Garden. Easy Gardener Products will have substantially the same operations as U.S. Home & Garden after the closing. The transition to Easy Gardener Products will be essentially seamless because: o Easy Gardeners Products' senior indebtedness will, like U.S. Home & Garden's current indebtedness to senior lenders, continue to rank prior to the debentures issued to the Trust in right of payment; o All of the acquired assets will, as they do now, continue to secure the assumed senior indebtedness; 655 Montgomery St., Suite 500 o San Francisco, CA 94111 (415) 616-8111 o FAX (415) 616-8110 o Easy Gardener Products will be subject to the reporting provisions of the Securities Exchange Act of 1934 and have the same reporting obligations as U.S. Home & Garden now has vis a vis the Trust; o The trust preferred securities will continue to be listed on AMEX; and o Current management and employees of Easy Gardener and Ampro will remain as the management and employees for the transferred operations. A number of factors were considered by the Board of U.S. Home & Garden Inc. in determining that the proposed amendments to the Trust documents make sense to holders of the trust preferred securities, including: o If the proposed amendments are not adopted, argument could be made that the proposed asset sale by the subsidiaries of U.S. Home & Garden is not an asset sale by U.S. Home & Garden, and thus that U.S. Home & Garden is precluded from transferring its Trust-related obligations with the sale. This would mean the only way to structure the subsidiaries' sale of their operations would be to have them transfer those operations (which represent almost all of the enterprise's consolidated operations) without transferring U.S. Home & Garden's obligations under the Trust indenture, a structure which would, following the sale, leave the Trust-related obligations in an entity with minimal operating assets and a limited revenue stream. o Even with the additional amounts proposed to be borrowed by Easy Gardener Products the financial viability opinion provided by Roth Capital Partners, LLC concludes that, based on our March 31, 2003 financial information and after giving effect to the closing of the proposed asset sale, Easy Gardener Products would be able to pay its debts as they mature (and, thus, its interest payments to the Trust on the debentures), and, from a financial point of view, have a financial viability comparable to the financial viability of U.S. Home & Garden and its subsidiaries prior to the closing; and o There is not expected to be any significant taxable effect to either Easy Gardener Products or the holders of the trust preferred securities from the proposed asset sale. Finally, as noted in the proxy statement/prospectus, Central Garden & Pet Company (NASDAQ: CENT) has agreed to loan $2.5 million to Easy Gardener Products to facilitate the proposed asset sale. Central Garden & Pet Company will receive a warrant to purchase 49% of the equity interests of Easy Gardener Products, as well as options exercisable after three years to purchase the remaining 51%. Your vote is very important, no matter how many or few shares you may own. Approval of the amendments requires the affirmative vote of a majority of the trust preferred securities outstanding. If you have not voted, please vote TODAY by telephone, by internet, or by signing, dating and returning the enclosed form of proxy in the postage-paid envelope provided. Thank you very much for your support. Sincerely, /s/ Robert Kassel Robert Kassel President and Chief Executive Officer -------------------------------------------------------------------- | | | IMPORTANT NOTE: | | | | Remember, you may vote by telephone or internet -- | | Simply follow the easy instructions on the | | enclosed voting form. | | | | If you have any questions, or need assistance in | | voting your shares, please call our proxy solicitor: | | | | INNISFREE M&A INCORPORATED | | TOLL-FREE at 1-888-750-5834 | | | -------------------------------------------------------------------- ADDITIONAL IMPORTANT INFORMATION This filing relates to the solicitation of proxies by U.S. Home & Garden Inc. ("USHG") from the holders of the 9.40% Cumulative Trust Preferred Securities (the "Trust Securities") of U.S. Home & Garden Trust I (the "Trust") for use at the special meeting of the holders of such Trust Securities to, among other things, consider and vote upon the approval and adoption of proposed amendments to the instruments governing the rights of the holders of the Trust Securities (the "Trust-Related Documents") in connection with the proposed sale of assets (the "Asset Sale") by the material subsidiaries of USHG to Easy Gardener Products, Ltd. ("EGP"). EGP and the Trust filed a registration statement on Form S-4 (Commission File Numbers: 333-102296 and 102296-01) with the Securities and Exchange Commission (the "Commission") which was declared effective by the Commission on June 5, 2003. The proxy statement/prospectus included in the registration statement was mailed to the holders of the Trust Securities on or about June 6, 2003. Holders of the Trust Securities are urged to read the proxy statement/prospectus regarding the proposed amendments to the Trust-Related Documents and the Asset Sale since it contains important information regarding the proposed transaction. Holders of the Trust Securities may obtain a free copy of the proxy statement/prospectus, which has been delivered to the holders of the Trust Securities, free of charge from the Commission's website at http://www.sec.gov. The proxy statement/prospectus may also be obtained free of charge by directing such requests to USHG's corporate office at 655 Montgomery Street, Suite 830, San Francisco, California 94111 or by calling (415) 616-8111.