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SEC 1746 Potential persons who are to respond to the collection of information
contained in this form (2-98) are not required to respond unless the form
displays a currently valid OMB control number.
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
OMB APPROVAL
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OMB NUMBER: 3235-0145
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Expires:
October 31, 2002
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Estimated average
burden Hours per
response...14.9
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SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
(AMENDMENT NO. ___)*
U.S. HOME & GARDEN INC.
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(NAME OF ISSUER)
COMMON STOCK, $.001 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
902939 10 7
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(CUSIP NUMBER)
Ethan Seer, Esq.
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS)
March 18, 2004
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(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 SS.SS.240.13D-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 SS.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. 902939 10 7
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1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY).
Robert Howard 103-12-7580
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(A) |_| (B) |_|
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SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
oo
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) or 2(E) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER*
SHARES 24,447,786
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -
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EACH 9. SOLE DISPOSITIVE POWER*
REPORTING 24,447,786
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PERSON WITH 10. SHARED DISPOSITIVE POWER
-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,447,786
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
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14. TYPE OF REPORTING PERSON*
IN
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* See Item 5
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.001 per
share ("Common Stock"), issued by U.S. Home & Garden Inc., a Delaware
corporation (the "Company"), whose principal executive offices are located at
3590 East Columbia, Tucson, Arizona 85714.
Item 2. Identity and Background.
This statement is filed by Robert Howard (the "Reporting Person").
The address of the Reporting Person is 303 East 37th Street, Apt. 38G, New York,
New York 10022. The Reporting Person is a United States citizen. The Reporting
Person is the Chairman of the Board of Directors and Secretary of the Company.
The Reporting Person has not, during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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.
Item 3. Source and Amount of Funds or other Consideration.
All of the shares of Common Stock reported in Item 5 as beneficially
owned by the Reporting Person were acquired by the Reporting Person in exchange
for 754 shares of Ionatron ("Ionatron") Common Stock, par value $.01 per share,
owned by the Reporting Person, pursuant to the terms of the merger of Ionatron
Acquisition Corp., a wholly owned subsidiary of the Company, with and into
Ionatron (the "Merger"), which was consummated on March 18, 2004.
Item 4. Purpose of Transaction.
The shares reported in Item 3 herein were acquired by the Reporting
Person for investment purposes. The Reporting Person may make purchases of
Common Stock from time to time and may dispose of any or all of the shares of
Common Stock beneficially owned by him (to the extent he has dispositive power
over such shares) at any time. The Reporting Person has no plans or proposals
which relate to, or could result in any of the matters referred to in Paragraphs
(b) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) According to the Company there were 67,798,339 outstanding
shares of Common Stock on March 18, 2004. Immediately after the consummation of
the Merger, the Reporting Person beneficially owned 24,447,786 shares of Common
Stock of the Company which comprises 36.1% of the issued and outstanding Common
Stock. All such shares are directly owned by the Reporting Person. In addition,
the Reporting Person has voting and dispositive power as escrow agent with
respect to 2,324,351 shares of Common Stock. The Reporting Person disclaims
beneficial ownership of the shares held in escrow.
(c) In connection with the Merger, the Reporting Person acquired
beneficial ownership of 24,447,786 shares of Common Stock in exchange for the
754 shares of common stock of Ionatron owned by the Reporting Person immediately
prior to the Merger.
(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 Common Stock owned by
the Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships with
the Reporting Person or any other person with respect to the securities of the
Company, including but not limited to transfer or voting of any other
securities, finders' fees, joint ventures, loan or option arrangements, puts or
calls, guaranties of profits, divisions of profits or loss or the giving or
withholding of proxies.
Item 7. Materials to be filed as Exhibits.
Amended and Restated Plan and Agreement of Merger dated March 17, 2004, by
and among the Company, Ionatron Acquisition Corp., a wholly owned subsidiary of
the Company, Robert Kassel (for the limited purposes set forth therein), Fred
Heiden (for the limited purposes set forth therein), Ionatron and the
stockholders of Ionatron (incorporated by reference to Exhibit 2(a) to the
Company's Current Report on Form 8-K dated March 24, 2004).
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.
DATE: March 24, 2004
/s/ Robert Howard
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Robert Howard