SEC Info - Applied Energetics, Inc. - ‘SC 14F1’ on 3/1/04 re: Applied Energetics, Inc.

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Applied Energetics, Inc. – ‘SC 14F1’ on 3/1/04 re: Applied Energetics, Inc.

On: Monday, 3/1/04, at 2:23pm ET · Accession #: 1144204-4-2264 · File #: 5-42560

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/01/04  Applied Energetics, Inc.          SC 14F1                1:34K  Applied Energetics, Inc.          Vintage/FA

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors         12     49K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Ionatron Designees
1	1st Page - Filing Submission
6	Ionatron Designees

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UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14f-1

INFORMATION STATEMENT
PURSUANT TO SECTION 14f OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER

U.S. HOME & GARDEN INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

001-14015
------------------------------------------------------
(Commission File Number)

Delaware 77-0262908
(State of incorporation) (I.R.S. Employer Identification No.)

655 Montgomery Street
San Francisco, California 94111
(Address of principal executive offices)

Registrant's telephone number: (415) 616 - 8111

SC 14F1 2nd Page of 12 TOC 1st Previous Next ↓Bottom Just 2nd
U.S. HOME & GARDEN INC.

INFORMATION STATEMENT
PURSUANT TO SECTION 14f OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER

U.S. HOME & GARDEN INC. IS NOT SOLICITING PROXIES IN CONNECTION WITH THE MATTERS
DESCRIBED IN THIS INFORMATION STATEMENT, AND NO VOTE OR OTHER ACTION BY U.S.
HOME & GARDEN INC.'S STOCKHOLDERS IS REQUIRED TO BE TAKEN IN CONNECTION WITH
THIS INFORMATION STATEMENT.

This Information Statement is being furnished to the holders of record
on February 23, 2004, of the outstanding shares of common stock, $.001 par
value, of U.S. Home & Garden Inc., a Delaware corporation (the "Company"), in
connection with the designation by Ionatron, Inc., a Delaware corporation
("Ionatron"), of the members of the Board of Directors of the Company, pursuant
to the terms of a Plan and Agreement of Merger, dated as of February 24, 2004
(the "Merger Agreement"), by and among the Company, Ionatron Acquisition Corp.,
a Delaware corporation which is a wholly owned subsidiary of the Company, Robert
Kassel (for the purposes of only selected sections of the Merger Agreement),
Fred Heiden (for the purposes of only selected sections of the Merger
Agreement), Ionatron and the four stockholders of Ionatron, Robert Howard,
Stephen W. McCahon, Thomas C. Dearmin and Joseph C. Hayden (collectively, the
"Ionatron Stockholders"). The Merger Agreement provides for the merger of
Ionatron Acquisition Corp. into Ionatron (the "Merger"). This Information
Statement is being provided solely for informational purposes and not in
connection with a vote of the Company's stockholders.

The Merger Agreement provides that the Company's current directors
shall resign effective as of the Closing Date (as specified within the Merger
Agreement) and that the Ionatron Stockholders shall designate new directors (the
"Ionatron Designees"), such designation to be effective upon the consummation of
the Merger. The Company will, to the extent permitted by applicable law, secure
the resignation of, or remove, the existing directors so as to enable the
Ionatron Designees to be appointed to the Board of Directors in accordance with
the Merger Agreement. The existing directors have indicated their intent to
resign at the Closing Date.

This Information Statement is being furnished pursuant to Section 14(f)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Rule 14f-1 promulgated thereunder. The information contained in this Information
Statement concerning Ionatron, the Ionatron Designees and the Ionatron
Stockholders has been furnished to the Company by Ionatron or the Ionatron
Designees, and the Company assumes no responsibility for the accuracy or
completeness of any such information.

Proposed Change in Control Transaction
-----------------------------

On February 24, 2004, the Company entered into the Merger Agreement,
which provides that, on the Closing Date, the Company will issue shares of its
common stock to the Ionatron Stockholders as shall equal, as of the Closing
Date, sixty-five percent (65%) of the Company's common stock on a fully diluted
basis, subject to an upward adjustment under certain circumstances, in
consideration for which the Company will receive all of the issued and
outstanding shares in Ionatron. Upon consummation of these transactions, the
Ionatron Stockholders will own, on a fully diluted basis, approximately
sixty-five percent (65%) of the common stock of the Company.

The consummation of the Merger is contingent upon several factors,
including but not limited to (i) the receipt by the parties to the Merger
Agreement of any required third party consents, and (ii) the completion of due
diligence investigations by Ionatron and the Company of each other's business,
operations, financial condition and prospects to the sole satisfaction of the
party conducting the investigation.

SC 14F1 3rd Page of 12 TOC 1st Previous Next ↓Bottom Just 3rd
Voting Securities
-----------------

The Company's common stock is the only class of equity securities that
is currently outstanding and entitled to vote at a meeting of the Company's
stockholders. Each share of common stock entitles the holder thereof to one (1)
vote. As of February 24, 2004, 18,001,090 shares of the Company's common stock
were outstanding.

Board of Directors and Executive Officers
-----------------------------------------

Directors are elected at the annual meeting of stockholders or by
unanimous written consent of the stockholders, and each director holds office
until his successor is appointed or he resigns, unless sooner removed. During
the fiscal year ended June 30, 2003, the Board of Directors held five meetings.

The Company's Board of Directors currently consists of Robert Kassel
(who is also our Chief Executive Officer, President, Secretary and Treasurer),
Richard Raleigh, Fred Heiden, Brad Holsworth and Jon Schulberg. In addition to
Mr. Kassel, the Company's other executive officer is David Harper, its Executive
Vice President. The following sets forth certain information concerning the
Company's directors' and executive officers' experience and background.

Robert Kassel. Robert Kassel, 63, co-founded the Company and has been
its Chairman of the Board, Chief Executive Officer, President, and Treasurer
since October 1990, and Secretary since July 2002. From 1985 to August 1991, he
was a consultant to Comtel Communications, Inc., a company specializing in the
installation and operation of telephone systems in hotels. From 1985 to 1990,
Mr. Kassel was also a real estate developer in Long Island, New York and Santa
Barbara, California. From 1965 to 1985, he was a practicing attorney in New York
City, specializing in corporate and securities law.

Richard Raleigh. Richard Raleigh, 49, has been a director of the
Company since March 1993. He served as Chief Operating Officer of the Company
from June 1992 to June 30, 2001 and served as a consultant to the Company from
July 2001 through June 2003. He served as Executive Vice President-Operations of
the Company from December 1991 to June 1992. Prior to joining the Company, Mr.
Raleigh was a free-lance marketing consultant to the lawn and garden industry
from January 1991 to December 1991. From April 1988 to January 1991, he was
Director of Marketing, Lawn and Garden of Monsanto Agricultural Co. From
December 1986 to April 1988, he was Vice President of Sales and Marketing of The
Andersons, a company engaged in the sale of consumer and professional lawn and
garden products. From November 1978 to December 1986, he held a variety of
positions at The Andersons, including Operations Manager and New Products
Development Manager.

Fred Heiden. Fred Heiden, 62, a director of the Company since March
1993, has been President and principal owner of Marlin Mortgage Group, a
mortgage banker business, since February 2002. He was a private investor from
November 1989 to February 2002. From April 1984 to November 1989, Mr. Heiden was
President and Principal owner of Bonair Construction, a Florida based home
improvement construction company.

SC 14F1 4th Page of 12 TOC 1st Previous Next ↓Bottom Just 4th
Brad Holsworth. Brad Holsworth, 43, has been a director of the Company
since July 2000. Since February 2003, he has been employed by Senetek, PLC, a
biopharmaceutical company, as its Chief Financial Officer. From April 2000 to
February 2003, he was employed by Prescient Capital LLC, a money manager and
venture capital firm, as its Chief Financial Officer. From April 1999 to April
2000, he was employed by Banc of America Securities, as a Principal, Accounting
and Finance. He was employed by the accounting firm, BDO Seidman, LLP from July
1982 to April 1999 and was a partner of BDO Seidman, LLP from July 1995 to April
1999.

Jon Schulberg. Jon Schulberg, 45, a director of the Company since March
1993, has been employed as President of Schulberg MediaWorks, a company engaged
in the independent production of television programs and television advertising
since January 1992. From January 1989 to January 1992, he was a producer for
Guthy-Renker Corporation, a television production company. From September 1987
to January 1989 he was Director of Development for Eric Jones Productions.

David Harper. David Harper, 52, has been a Vice President of the
Company since May 1999, has been an Executive Vice President of the Company
since July 2003 and has been employed by the Company since May 1998. From 1995
to May 1998 he was an independent consultant within the lawn and garden industry
where his clients included selected manufacturers, distributors, retailers and
industry associations. From 1975 to 1994, he was employed by Monsanto Company in
a variety of positions of increasing responsibility. From 1988 to 1994, Mr.
Harper headed Monsanto's efforts to introduce its Roundup product line and the
creation of its Solaris division with Monsanto's acquisition of Ortho Consumer
Products in 1993.

Committees of the Board of Directors
------------------------------------

The Company has established an Audit Committee, in accordance with
Section 3(a)(58)(A) of the Exchange Act, which is comprised of Messrs. Heiden,
Holsworth and Schulberg, all of whom would have qualified as an "Independent
director" under Nasdaq Marketplace Rule 4200 if the Company had been subject to
such rules. The Audit Committee, among other things, determines the engagement
of the independent certified public accountants and reviews the scope and effect
of the audit engagement.

The Company has also established a Compensation Committee which is
comprised of Messrs. Heiden, Raleigh and Schulberg. The Compensation Committee,
among other things, makes recommendations to the Board of Directors with respect
to the compensation of the executive officers of the Company. The Company
maintains a Stock Option Committee comprised of Messrs. Schulberg and Heiden,
which determines the persons to whom options should be granted under the 1995
and 1997 Stock Option Plans and the number and other terms of options be granted
to each person under such plans.

The Audit Committee met 6 times during the fiscal year ended June 30,
2003; the Compensation Committee and the Stock Option Committee did not meet.
The Company does not have a standing Nominating Committee or a committee
performing similar functions and determined not to establish such a committee at
this time in view of changes in the composition of the Board of Directors that
will occur after the Merger is consummated. Previously, nominations for
directorship were determined by the members of the then existing Board of
Directors.

During the fiscal year ended June 30, 2003, none of the Company's
executive officers served on the Board of Directors or the compensation
committee of any other entity, any of whose officers served on the Board of
Directors or Compensation Committee of the Company.

SC 14F1 5th Page of 12 TOC 1st Previous Next ↓Bottom Just 5th
Director and Officer Compensation
---------------------------------

The following table discloses the compensation awarded by the Company
for the three fiscal years ended June 30, 2003, 2002 and 2001, to Mr. Robert
Kassel, its Chairman, Chief Executive Officer, President, Secretary and
Treasurer, Mr. Richard Grandy, its former Chief Operating Officer, and Mr.
Richard Kurz, its former Chief Financial Officer (together, the "Named
Officers"). During the fiscal year ended June 30, 2003, no other person who
served as an executive officer of the Company during the fiscal year ended June
30, 2003 received a total salary and bonus that exceeded $100,000 during such
fiscal year.

[Enlarge/Download Table]

Summary Compensation Table
Annual Compensation
Long-Term
Compensation
Securities
Underlying Options All Other
Name and Principal Position Year Salary ($) Bonus ($) (#) Compensation($)(1)
-------------------------------------- ---- ---------- --------- ------------------ ------------------

Robert Kassel, 2003 450,000 239,500 -- --
Chairman, Chief Executive Officer, 2002 450,000 325,000 -- 5,149
President, Secretary and Treasurer 2001 354,000 315,000 1,468,000 (2) 7,000

Richard Grandy, former Chief Operating 2003 345,300 28,000 -- --
Officer (3) 2002 345,300 -- -- 11,000
2001 340,000 150,000 (2) 150,000 (2) 12,000
Richard Kurz, former Chief Financial 2003 176,000 22,000 -- 5,763
Officer (4) 2002 128,000 -- 10,000 (5) --

----------
(1) Represents the Company's contributions to the Named Officers
401(k)/profit sharing accounts. Excludes certain perquisites that did
not exceed the lesser of $50,000 or 10% of their combined bonus and
salary.

(2) Represents options that were originally granted to the respective
officers in prior fiscal years, the expiration dates of which were
extended in fiscal 2001.

(3) Mr. Grandy's termination date was effective July 1, 2003.

(4) Mr. Kurz's employment with the Company ended in November 2003

(5) Represents options granted to Mr. Kurz in October 2001.

There were no new option grants to any Named Officers of the Company
during the fiscal year ended June 30, 2003.

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The following table sets forth information concerning the number of
options owned by the Named Officers and the value of any in-the-money
unexercised options as of June 30, 2003. No options were exercised by any Named
Officer during the fiscal year ended June 30, 2003:

[Enlarge/Download Table]

AGGREGATED OPTION EXERCISE AND FISCAL YEAR-END OPTION VALUES
------------------------------------------------------------
SHARES ACQUIRED VALUE NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
NAME ON EXERCISE (#) REALIZED UNEXERCISED OPTIONS AT JUNE 30, 2003 OPTIONS AT JUNE 30, 2003(1)
--------------- --------------- -------- ------------------------------------ ---------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE

Robert Kassel -- -- 1,973,402 255,931 0 0
Richard Grandy -- -- 150,000 -- 0
Richard Kurz -- -- 10,000 -- $ 1,200 0

----------
(1) Year-end values for unexercised in-the-money options represent the
positive spread between the exercise price of such options and the
fiscal year end market value of the common stock. An Option is
"in-the-money" if the fiscal year end fair market value of the common
stock exceeds the option exercise price. The last sale price (the fair
market value) of the common stock on June 30, 2003 was $0.37 per share.

During the fiscal year ended June 30, 2003, Messrs. Heiden, Holsworth
and Schulberg received $5,000 for serving on our Board of Directors and received
a grant of 5,000 options under the Non-Employee Director Plan.

Ionatron Designees
------------------

The Merger Agreement provides that, on the Closing Date, the Company
shall cause a special meeting of the Board of Directors to be held, at which
meeting the size of the Board of Directors shall be set at 5 members, to cause
the Ionatron Designees to be appointed or elected to the Company's Board of
Directors and to accept the resignation of all current officers and directors of
the Company.

Ionatron has informed the Company that it will select Robert Howard,
Thomas C. Dearmin, David C. Hurley, George P. Farley and James K. Harlan as the
Ionatron Designees, and that each of them has consented to serve as a director
of the Company upon appointment. Ionatron has advised the Company that, to its
knowledge, none of the Ionatron Designees nor any of their affiliates currently
beneficially owns any equity securities or rights to acquire any securities of
the Company, and no such person been involved in any transaction with the
Company or any of its directors, executive officers or affiliates that is
required to be disclosed pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC") other than with respect to the transactions
between Ionatron and the Company that have been described herein. In addition,
Ionatron has advised the Company that, to its knowledge, none of the Ionatron
Designees are currently a director of, nor do any of them hold any position
with, the Company, nor do any of them have a familial relationship with any
director or executive officer of the Company. The following table sets forth the
name, age and position of each of the persons expected to be appointed to the
Company's Board of Directors and each of the persons expected to be appointed as
an Executive Officer of the Company following completion of the Merger described
herein:

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Name Age Principal Position
----------------- --- --------------------------------
Robert Howard 80 Director, Chairman and Treasurer
Thomas C. Dearmin 46 Director, Chief Executive
Officer and Secretary
David C. Hurley 63 Director
George P. Farley 65 Director
James K. Harlan 52 Director
Joseph C. Hayden 45 Vice President of Business
Development
Stephen W. McCahon 44 Vice President of Engineering

Robert Howard. Robert Howard has been the Chairman of the Board of
Directors of Ionatron since its inception in 2002. From 1969 to April 1980, he
served as President and Chairman of the Board of Centronics Data Computer Corp.
("Centronics"), a manufacturer of a variety of computer printers, including the
first impact dot matrix printer, of which he was the inventor. He resigned from
Centronics' Board of Directors in 1983. Commencing in mid-1982, Mr. Howard,
doing business as RH Research, developed the Color Ink Jet technology upon which
iCAD, Inc. ("iCAD") was initially based. He contributed this technology, without
compensation, to iCAD. Since its establishment in 1984, Mr. Howard has been the
founder and Chairman of the Board of Directors of iCAD, a company now involved,
among other things, in the manufacture and sale of computer aided devices
("CAD") used for early detection of Breast Cancer. Starting in December of 1993,
Mr. Howard was Chairman of the Board of Presstek, Inc. ("Presstek"), a public
company which has developed proprietary digital imaging and consumables
technologies for the printing and graphic arts industries from June 1988 to
September 1998 and then served as Chairman Emeritus of the Board of Presstek
from September 1998 to December 2000. In 2001 Mr. Howard and Mr. Dearmin started
the development work that became Ionatron.

Thomas C. Dearmin. Thomas C. Dearmin has been the President, Chief
Executive Officer, Secretary as well as a Director of Ionatron since its
inception in 2002. From 1999 to 2002, Mr. Dearmin also was the President and
Chief Executive Officer of Lasertel Inc., a company Mr. Dearmin started and had
operational in 9 months, manufacturing high power semiconductor lasers. From
1992 to 1998, Mr. Dearmin was one of the co-founders and Vice President of Opto
Power Corporation, one of the first high power semiconductor laser manufacturers
to commercialize high power laser diodes. Opto Power also designed and built
semiconductor laser prototypes for US Military applications. Opto Power became
the largest supplier of high power fiber coupled laser diodes in the world,
which created new applications in the defense, medical, industrial and graphic
arts areas. Opto Power Corporation became a wholly owned division of Spectra
Physics Lasers which went public in 1998. Prior to 1992, Mr. Dearmin was part of
the original high power semiconductor group at Ensign Bickford Aerospace and was
head of Business Development for that group. Mr. Dearmin worked on new novel
military applications of lasers and laser systems, as well as the first
successful diode laser for on press digital imaging in graphic arts. Prior to
1986, Mr. Dearmin worked in various capacities in the Gallium Arsenide
semiconductor area, which involved metal organic chemical vapor deposition and
molecular beam epitaxy processes of various structures for digital electronic
devices, as well as photonic devices, such as night vision photocathodes for
military operations and high power lasers. Mr. Dearmin holds patents in the area
of semiconductor laser fabrication as well as high power laser diode
applications.

David C. Hurley. David C. Hurley was appointed Vice Chairman of
PrivatAir of Geneva, Switzerland on February 1, 2003, relinquishing the role of
Chief Executive Officer, a position he held following the acquisition of Flight

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Services Group ("FSG") by PrivatAir in 2000. PrivatAir has major business
aviation operations in over fifteen bases in the U.S. and aircraft service
operations at Le Bourget, Paris, France; Dusseldorf, Munich and Hamburg Germany;
and Geneva, Switzerland. Mr. Hurley founded FSG in 1984. FSG is one of the
world's largest providers of corporate aircraft management, executive charter
and aircraft sales and acquisitions in the U.S. Mr. Hurley has over 30 years
experience in marketing and sales in the aerospace and telecommunications
industries. Before founding FSG, as former Senior Vice President of Domestic and
International Sales for Canadair Challenger (at the time, a Division of General
Dynamics), he had been a member of the marketing team that was responsible for
the launch of the program and delivery of the first one hundred Challengers. He
also served as Regional Vice President of the Cessna Aircraft Company and as
Director of Marketing, Government and Military Products Division, for the Harris
Intertype Corporation. Mr. Hurley serves on the Boards of the Smithsonian
Institution's National Air and Space Museum, Washington, D.C., BE Aerospace,
Inc., Wellington, FL; the Corporate Angel Network, White Plains, N.Y., the Wings
Club, New York City, Aerosat, Inc., Manchester, N.H., and Capital Route Limited,
Galway, Ireland. He is an alumnus of Hartwick College and served three years in
the Special Services Branch of the US Army, receiving an honorable discharge.

George P. Farley. George P. Farley has been providing business
consulting services for the past four years. Within the last fiscal year, Mr.
Farley has been a Director and a member of the Audit Committee of Acorn
Holdings, Inc. and has also been a Director for Olympia Leather Company, Inc. In
1999, Mr. Farley was the Chief Financial Officer of Talk.com, Inc., which
provides telecommunication services.

James K. Harlan. James K. Harlan has been the Executive Vice President
and Chief Financial Officer of HNG Storage Company, a natural gas storage,
development and operations company since 1998. From 1991 to 1997, Mr. Harlan
served as Group Development Manager for the Pacific Resources Group which was
engaged with various manufacturing and distribution businesses in Asia. He also
served as operations research and planning analyst for the White House Office of
Energy Policy and Planning from 1977 to 1978, the Department of Energy from 1978
to 1981, and U.S. Synthetic Fuels Corporation from 1981 to 1984. He has a PhD in
Public Policy with an operations research dissertation from Harvard University
and a BS in Chemical Engineering from Washington University. Mr. Harlan is a
member of the Board of Directors of iCAD.

Joseph C. Hayden. Joseph C. Hayden has been the Vice President of
Business Development for Ionatron since 2003. Mr. Hayden has over 25 years
experience in managing large engineering projects and high technology research
and development. Mr. Hayden will be responsible for project management for
Ionatron. Prior to the founding of Ionatron, Mr. Hayden was the lead Systems
Engineer for the Directed Energy Weapons product line for Raytheon, Inc.
("Raytheon"). He has also been a U.S. Navy surface nuclear engineer.

Stephen W. McCahon. Stephen W. McCahon has been the Vice President of
Engineering for Ionatron since 2003. Dr. McCahon has an extensive background in
optical physics, solid-state physics, ultra-short pulse lasers and non-linear
optics, and a broad background in Electrical Engineering (BSEE, MSEE, PH.D.
EE/Physics). Dr. McCahon has more than 40 scientific publications and holds 10
issued patents with 3 pending. Dr. McCahon's most recent position, from 1986 to
2003, had been Chief Engineer of Raytheon's Directed Energy Weapon Product Line.
Previously, he had been a Member of the Research Staff at Hughes Research
Laboratories in Malibu, CA (Currently known as HRL Laboratories).

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Certain Relationships and Related-Party Transactions
----------------------------------------------------

During the fiscal year ended June 30, 2003, the Company and its primary
operating subsidiaries, Easy Gardener, Inc.("Easy Gardener") and Ampro
Industries, Inc. ("Ampro"), entered into an asset purchase agreement with Easy
Gardener Products Ltd. ("Easy Gardener Products"), an entity formed by the then
current and certain former members of management of those subsidiaries,
including Richard Grandy, the Company's former Chief Operating Officer. Richard
Kurz, the Company's former Chief Financial Officer, became an equity owner and a
member of management of Easy Gardener Products after the consummation of the
asset sale, which occurred in October 2003. Under the terms of the asset
purchase agreement, Easy Gardener and Ampro sold their operations, including
substantially all of their assets to this management buy-out group. These
operations comprised approximately 99% of the Company's consolidated sales and
98% of its consolidated assets. The management buyout included Easy Gardener
Products' assumption of substantially all of the selling subsidiaries
liabilities and the transfer by the Company of its obligations relating to the
Company's foreign subsidiary, U.S. Home & Garden Trust I (the "Trust"). These
liabilities comprise approximately 99% of the Company's consolidated
liabilities.

Easy Gardener Products paid the Company a total purchase price of
$11,950,000, less certain expenses related to the transaction, for the assets it
acquired resulting in the Company's receipt of net proceeds of approximately
$11,494,000. Of this amount, $9,894,000 was paid to the Company in cash at the
closing and $1,600,000 was paid to the Company in the form of a subordinated
promissory note. The note matures in 2009 subject to certain prepayments from
excess cash flow. Interest on the principal amount outstanding from time to time
will accrue at the rate of 9% per annum and will be capitalized by increasing
the principal amount of the note. The note is subordinated to the indebtedness
of Easy Gardener Products under its senior credit facility and under its note
issued to Central Garden & Pet Company in connection with the transaction. The
note is senior to the debentures underlying the trust preferred securities
issued by the Trust.

Mr. Robert Kassel, the Chairman, Chief Executive Officer, President,
Secretary and Treasurer of the Company has agreed, in lieu of and in
substitution of the significantly higher cash severance package that would be
payable to him under the terms of his employment agreement upon the termination
of his employment agreement upon consummation of the Merger, to accept at the
Closing (i) $500,000, payable in immediately available funds, (ii) 750,000
shares of the Company's restricted common stock, which will be held in escrow
for a period of six months and during such time will be subject to a put/call
with Mr. Robert Howard, one of the Ionatron Designees, to purchase or sell such
shares at $0.75 per share, and (iii) the cancellation and forgiveness of
outstanding loans made by the Company to Mr. Kassel in the principal amount of
$487,000, plus interest accrued through the Closing Date. The loans would
otherwise have been payable by Mr. Kassel in installments between 2004 and 2008.

Mr. David Harper, Executive Vice President of the Corporation, has
agreed to accept $125,000 at the Closing and 135,000 shares of the Company's
Common Stock as a severance package for the termination of his employment with
the Company.

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Beneficial Ownership of the Company's Common Stock

The following table sets forth information at February 24, 2004, based
on information obtained from the persons named below, with respect to the
beneficial ownership of shares of common stock by (i) each person known by us to
be the owner of more than 5% of the outstanding shares of common stock, (ii)
each director, (iii) each Named Officer, and (iv) all executive officers and
directors of the Company as a group.

[Download Table]

AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (2) PERCENTAGE OF CLASS
------------------------ ------------------------ -------------------

Robert Kassel 2,736,131(3)(4) 13.4
Richard Raleigh 352,000(5) 1.9
Richard Grandy 934,396(6) 5.2
Richard Kurz 0 *
Fred Heiden 20,258(7) *
Brad Holsworth 26,000(8) *
Jon Schulberg 20,258(7) *
Joseph Owens, II 914,396(9) 5.1
Parker Martin 1,153,655(10) 6.4
All executive officers and directors
as a group (seven persons) 2,947,647(11) 14.1

----------
(1) Unless otherwise noted, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of
common stock beneficially owned by them.

(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from February 25, 2004 upon the
exercise of warrants or options. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are
held by such person (but not those held by any other person) and which
are exercisable within 60 days from February 25, 2004 have been
exercised.

(3) Of such shares, (i) 138,650 are owned of record by Mr. Kassel's wife;
however, because Ms. Kassel has appointed her husband as her proxy and
attorney-in-fact to vote all 138,650 of the shares owned of record by
her, Robert Kassel may also be deemed to have beneficial ownership of
such shares. The address of Mr. Kassel is c/o U.S. Home & Garden Inc.

(4) Includes 2,313,693 shares of common stock issuable to Mr. Kassel upon
exercise of options and warrants.

(5) Includes 350,000 shares of common stock issuable to Mr. Raleigh upon
exercise of options.

(6) The address of Mr. Grandy is c/o Easy Gardener Products, Ltd., 3022
Franklin Avenue, Waco, TX 76710.

(7) Includes 20,000 shares of common stock issuable upon exercise of
options.

(8) Includes 25,000 shares of common stock issuable upon exercise of
options.

(9) The address of Mr. Owens is 8 Hillandale Road, Waco, Texas.

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(10) According to Schedule 13G filed by Mr. Martin with the SEC, the address
for Mr. Martin is 121 S. Hope Street, #106, Los Angeles, California
90112.

(11) Includes 2,878,693 shares of common stock issuable upon exercise of
options and warrants.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section 16(a) of the Exchange Act requires that officers and directors,
and persons who beneficially own more than 10 percent of a registered class of
equity securities of the Company, file certain reports of ownership and changes
in ownership with the SEC. Officers, directors, and greater than 10 percent
stockholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. Based solely on our review of the copies of such
forms received by us, or representations obtained from certain reporting
persons, we believe that during the year ended June 30, 2003 all filing
requirements applicable to the officers, directors, and greater than 10 percent
beneficial stockholders of the Company were complied with.

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Signatures
----------

Pursuant to the requirements of the Exchange Act, the Company has duly
caused this information statement to be signed on its behalf by the undersigned
hereunto duly authorized.

U.S. HOME & GARDEN INC.

By: /s/ Robert Kassel
-----------------------------------------
Robert Kassel
Chief Executive Officer, President,
Secretary, Treasurer and Chairman
of the Board of Directors

Dated: March 1, 2004

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14F1’ Filing	Date	First	Last	Other Filings

Filed on:	3/1/04	12
	2/25/04	10		4
	2/24/04	2	10
	2/23/04	2		4
	7/1/03	5
	6/30/03	3	11	10-K, NT 10-K
	2/1/03	7
	6/30/02	5		10-K, NT 10-K
	6/30/01	3	5	10-K, NT 10-K
				List all Filings

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Filing Submission 0001144204-04-002264 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Applied Energetics, Inc. – ‘SC 14F1’ on 3/1/04 re: Applied Energetics, Inc.

On: Monday, 3/1/04, at 2:23pm ET · Accession #: 1144204-4-2264 · File #: 5-42560

Statement re: Change in Majority of Directors — Rule 14f-1Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents