SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.1)1 US INDUSTRIES INC. (Name of Issuer) Common (Title of Class of Securities) 912080108 (CUSIP Number) 1 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 the disclosures provided in a prior cover page. The information required in 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. 912080108 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Zesiger Capital Group LLC I.R.S. Identification No.: 52-1660985 2. Check the Appropriate Box if a Member of a Group*(a)[ ] (b)[ ] N/A 3. SEC Use Only 4. Citizenship or Place of Organization New York, New York Number 5. Sole Voting Power 2,355,000 Of Shares 6. Shared Voting Power N/A Beneficially Owned by Each 7. Sole Dispositive Power 3,680,300 Reporting Person With 8. Shared Dispositive Power N/A 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,680,300 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* N/A 11. Percent of Class Represented by Amount in Row (9) 4.9% 12. Type of Reporting Person* Investment Adviser (IA) *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1 (a). Name of Issuer US INDUSTRIES INC. Item 1 (b). Address of Issuer's Principal Executive Offices: 101 Wood Avenue South PO BOX 169 ISELIN, NJ 08830-0169 Item 2 (a). Name of Person Filing: Zesiger Capital Group LLC Item 2 (b). Address of Principal Business Office or if None, Residence: 320 Park Avenue, 30th Floor, New York, New York 10022 Item 2 (c). Citizenship: New York Item 2 (d). Title of Class of Securities: Common Stock Item 2 (e). CUSIP Number: 912080108 Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a(n): Investment Advisor registered under section 203 of the Investment Advisors Act of 1940 Item 4. Ownership. If the person of the class owned, as of December 31 of the year covered by this statement, or as of the last day of any month described in Rule 13d-1 (b) (2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned N/A (b) Percent of Class N/A (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote N/A (ii) shared power to vote or to direct the vote N/A (iii) sole power to dispose or to direct the disposition N/A (iv) shared power to dispose or to direct the disposition of N/A Item 5 Ownership of Five Percent or Less of a Class. This statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities. Item 6 Ownership of More than Five Percent on Behalf of Another Person N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of the Group N/A Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. August 8, 2002 Date ZESIGER CAPITAL GROUP LLC By: /s/ Barrie R. Zesiger Managing Director