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SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)
US ELECTRICAR INC.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
90328P 10 0
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(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement / / (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities describe din Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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).
(Continued on following page(s))
Page 1 of 4 Pages
3
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CUSIP No. 90328P 10 0
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itochu Corporation
88-0063818
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) _______________
(b) _______________
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
NUMBER OF SHARES 5. SOLE VOTING POWER
51,789,122
BENEFICIALLY OWNED BY: 6. SHARED VOTING POWER
None
EACH REPORTING 7. SOLE DISPOSITIVE POWER
51,789,122
PERSON 8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
51,789,122
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
31.29%.*
12. TYPE OF REPORTING PERSON *
CO
*See instruction before filling out!
Page 2 of 4 pages
4
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Schedule 13G
Item 1(a) Name of Issuer: US Electricar, Inc.
Item 1(b) Address of Issuer's Principal 5 Thomas Mellon Circle, Suite 305
Business Office San Francisco, CA 94134
Item 2(a) Names of Persons: Itochu Corporation
Item 2(b) Address of Principal
Business Office: 5-1, Kito Aoyama 2-chome, Minato-
ku
Tokyo
Japan
Item 2(c) Citizenship: Japan
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 90328P 10 0
Item 3 Not applicable
Item 4 Ownership
(a) Total Amount Beneficially Owned: 51,789,122*
(b) Percent of Class: 31.29%**
(c) Total Number of Shares as to which such persons have:
(i) sole power to vote or to direct the vote: 51,789,122
(ii) shared power to vote or to direct: None
(iii) sole power to dispose or to direct the disposition of
51,789,122
(iv) shared power to dispose or to direct the disposition of None
Item 5 Ownership of Five Percent or Less of a Class:
(x) Not applicable.
(_) this statement is being filed to report the fact that as of
February 14, 1998, the reporting persons had ceased to be the beneficial owners
of more than five percent of the securities described.
Page 3 of 4 Pages
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*includes 14,333,333 shares of Common Stock issuable upon conversion of
convertible debt in the amount of $4,300,000 plus accrued interest as of
October 31, 1997 at a conversion price of $0.30 per share.
**Assumes the conversion of all Series B Preferred Stock and convertible debt
and accrued interest held by the filing person into Common Stock.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
None
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
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 purposes 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.
February 13, 1998 ITOCHU CORPORATION
By /s/ Mr. Kazuo Kitamura
Authorized officer
Page 4 of 4 pages
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