SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _1_)(1)
United Shipping & Technology, Inc.
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(Name of Issuer)
Common Stock, par value $.004
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(Title of Class of Securities)
911498103
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(CUSIP Number)
Thomas F. Steichen, Esq.
Briggs and Morgan, P.A.
2400 IDS Center
Minneapolis, MN 55402
(612) 334-8656
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 2000
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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(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 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 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).
(Continued on following page(s))
<PAGE>
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CUSIP No. 911498103 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Neslund and Mabeth Neslund
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX 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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7 SOLE VOTING POWER
1,885,567 shares of Common Stock.
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,948,900 shares of Common Stock, 63,333 shares
of which are represented by warrants to purchase
Common Stock.
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,948,900 shares of Common Stock, 63,333 shares of which are
represented by warrants to purchase Common Stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8 % of Common Stock
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1: Security and Issuer
The name of the issuer is United Shipping & Technology, Inc. (the
"Issuer") and the address of its principal office is 9850 51st
Avenue North, Suite 110, Minneapolis, Minnesota, 55442. The title of
the class of equity security to which this statement relates is
Common Stock. The Reporting Persons (as defined herein) beneficially
own 1,948,900 shares of Common Stock.
Item 2: Identity and Background
(a) This statement is filed jointly by Richard Neslund and Mabeth
Neslund, who affirm that they do not constitute a group (together,
the "Reporting Persons").
(b) Richard Neslund and Mabeth Neslund
15210 Wayzata Blvd.
Wayzata, MN 55391
(c) Mr. Neslund is President of Park Avenue of Wayzata, Inc. The address
of the principal office of Park Avenue of Wayzata, Inc., is 15210
Wayzata Blvd., Wayzata, Minnesota 55391.
(d) Neither of the Reporting Persons have, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither of the Reporting Persons have, during the last five years,
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
further violation, or prohibiting activities subject to federal or
state securities laws or finding any violation of such laws.
(f) Both of the Reporting Persons are citizens of the United States.
Item 3: Source and Amount of Funds or Other Consideration
Not applicable.
Item 4: Purpose of Transaction
The Reporting Persons acquired the shares of Common Stock of the
Issuer reported herein for investment purposes. The Reporting
Persons reserve the right to purchase additional shares or to sell
shares if they deem such action to be in their best interest. The
Reporting Persons do not have any specific plans or proposals
respecting extraordinary corporate transactions effecting the
Issuer, sale or transfer of its assets, changes in its board of
directors or management, capitalization, dividend policy, business
or corporate structure, charter or bylaws or instruments
corresponding thereto, the listing of the Issuer's securities, a
class of equity securities becoming eligible for termination of
registration, or similar actions.
Page 3 of 6
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Item 5: Interest in Securities of the Issuer
(a) As of February 14, 2000, the Reporting Persons beneficially own
1,948,900 shares of Common Stock, 63,333 shares of which are
represented by warrants to purchase Common Stock. These shares
represent 12.8 % of the Common Stock of the Issuer.
(b) The Reporting Persons have the sole power to vote or to direct the
vote of 1,885,567 shares of Common Stock and the sole power to
dispose or to direct the disposition of 1,948,900 shares of Common
Stock of the Issuer, 63,333 shares of which are represented by
warrants to purchase Common Stock.
(c) The Reporting Persons acquired 1,900 shares of Common Stock of the
Issuer through a market purchase on July 30, 1999. Following the
purchase the Reporting Persons beneficially owned 1,054,233 shares
of Common Stock.
The Reporting Persons acquired a total of 27,500 shares of Common
Stock of the Issuer through five separate market purchases each
occurring on August 4, 1999. Following the purchases, the Reporting
Persons beneficially owned 1,081,733 shares of Common Stock.
The Reporting Persons acquired 2,500 shares of Common Stock of the
Issuer through a market purchase on August 11, 1999. Following the
purchase the Reporting Persons beneficially owned 1,084,233 shares
of Common Stock.
The Reporting Persons acquired 100,000 shares of Common Stock of the
Issuer through a private placement on August 12, 1999. Following the
purchase, the Reporting Persons beneficially owned 1,184,233 shares
of Common Stock.
The Reporting Persons exercised a Common Stock Purchase Warrant on
October 12, 1999, for 125,000 shares of Common Stock of the Issuer
at an exercise price of $1.75 per share. Following the exercise, the
Reporting Persons beneficially owned 1,184,233 shares of Common
Stock.
The Reporting Persons acquired a total of 98,000 shares of Common
Stock of the Issuer through a series of 18 separate market purchases
between October 22, 1999, and November 5, 1999. Following the
purchases, the Reporting Persons beneficially owned 1,282,233 shares
of Common Stock.
The Reporting Persons acquired 666,667 shares of Common Stock of the
Issuer through a private placement on February 14, 2000. Following
the purchase, the Reporting Persons beneficially own 1,948,900
shares of Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Page 4 of 6
<PAGE>
Not applicable.
Item 7: Material to be Filed as Exhibits
Not applicable.
Page 5 of 6
<PAGE>
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.
Dated: February 17, 2000
/s/ Richard Neslund
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Richard Neslund
/s/ Mabeth Neslund
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Mabeth Neslund
Page 6 of 6
