<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB - A
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR
--- 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the quarterly period ended September 30,
1995.
--- TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
Commission File No. 0-16140
U.S. TRANSPORTATION SYSTEMS, INC.
------------------------------------------------------
(Exact name of the Registrant as specified in Charter)
Nevada 34-1397328
- ------------------------ ---------------------------
(State of Incorporation) (I.R.S. Employer ID Number)
33 W. Main Street, Suite 205, Elmsford, New York 10523
- ------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number including Area Code: 914-345-3339
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
------- ----------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
12,608,190 shares of Common Stock, $.01 par value, net of treasury shares, as of
November 25, 1995
<PAGE>
U. S. TRANSPORTATION SYSTEMS, INC.
AND SUBSIDIARIES
Index
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet as of
September 30, 1995 3-4
Consolidated Statements of Income for the
Nine Months Ended September 30, 1995
and 1994 5
Consolidated Statements of Operations for
the Three Months Ended September 30, 1995
and 1994 6
Consolidated Statements of Stockholders'
Equity for the Year Ended December 31,
1994 and the Nine Months Ended
September 30, 1995 7-8
Consolidated Statements of Cash Flows for
the Nine Months Ended September 30, 1995
and 1994 9-11
Notes to Consolidated Financial Statements 12-14
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 15
PART II. OTHER INFORMATION
Signatures 16
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
U.S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
September 30, 1995
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,451,108
Cash - restricted 133,077
Accounts receivable, net of allowance for doubtful
accounts of $442,000 1,939,546
Other receivables 331,703
Net investment in sales-type leases 1,128,164
Inventories 456,743
Deferred taxes 300,000
Prepaid and other assets 740,515
---------------
Total current assets 6,480,856
Property, plant and equipment:
Revenue equipment - highway coaches 887,004
Revenue equipment - other 2,094,727
Other 1,927,987
---------------
Total - at cost 4,909,718
Less: Accumulated depreciation 2,230,936
---------------
Property, plant and equipment - net 2,678,782
Assets held for sale 1,775,789
Other assets:
Net investment in sales-type leases 377,103
Goodwill, net of amortization of $169,096 1,164,977
Other intangibles, principally operating rights - net
of amortization of $134,136 308,093
Other receivables 366,484
Other assets 578,501
---------------
Total other assets 2,795,158
---------------
Total assets $ 13,730,585
===============
See notes to consolidated financial statements.
3
<PAGE>
U.S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
September 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Current liabilities:
Notes payable $ 2,429,231
Accounts payable 547,295
Other current liabilities 553,664
Due to related party 242,789
---------------
Total current liabilities 3,772,979
Long-term obligations, net of current maturities:
Notes payable 404,220
Due to related party 349,321
---------------
Total long-term obligations, net of current maturities 753,541
Commitments and contingencies
Stockholders' equity:
Preferred stock - par value $.01 per share:
Authorized - 10,000,000 shares
Issued and outstanding:
170,000 shares Series A
180,000 shares Series C 3,840,000
Common stock - par value $.01 per share:
Authorized - 20,000,000 shares
Issued and outstanding - 8,229,729 shares 82,297
Additional paid-in capital 13,076,484
Deferred compensation (696,719)
Accumulated deficit (7,097,997)
---------------
Total stockholders' equity 9,204,065
---------------
Total liabilities and stockholders' equity $ 13,730,585
===============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
U. S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Income
For the Nine Months Ended September 30, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Revenues $ 11,481,654 $ 9,334,557
------------ ------------
Expenses:
Cost of goods sold 1,229,975 --
Operating expenses 6,123,459 5,904,047
Selling, general and administrative 2,513,081 2,168,903
Depreciation and amortization 405,371 413,179
Amortization of intangible assets 90,060 --
Rent expense 179,968 95,675
------------ ------------
Total expenses 10,541,914 8,581,804
------------ ------------
Income from operations 939,740 752,753
------------ ------------
Other income (expenses):
Interest expense (251,845) (170,140)
Interest income 143,465 96,976
Gain (loss) on sales of assets (206,721) 137,400
Other 5,142 4,624
------------ ------------
Other (expenses) income - net (309,959) 68,860
------------ ------------
Income from continuing operations before
income taxes 629,781 821,613
Income tax expense -- 120,000
------------ ------------
Income from continuing operations 629,781 701,613
Discontinued operations:
Adjustment of reserve for discontinued operations
(net of tax benefit of $120,000 in 1994) -- (203,587)
------------ ------------
Net income 629,781 498,026
Less: Preferred dividends 143,775 --
------------ ------------
Net income applicable to common shareholders $ 486,006 $ 498,026
============ ============
Earnings per common share $ .06 $ .07
============ ============
Weighted average common shares outstanding 7,484,221 6,684,529
============ ============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
U. S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
For the Three Months Ended September 30, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
----------- ----------
<S> <C> <C>
Revenues $ 4,395,181 $ 2,701,015
----------- -----------
Expenses:
Cost of goods sold 432,146 --
Operating expenses 2,467,439 1,679,729
Selling, general and administrative 830,555 673,657
Depreciation and amortization 223,745 82,229
Amortization of intangible assets 38,947 --
Rent expense 70,421 16,285
----------- -----------
Total expenses 4,063,253 2,451,900
----------- -----------
Income from operations 331,928 249,115
----------- -----------
Other income (expenses):
Interest expense (99,890) (77,074)
Interest income 45,328 23,972
Gain (loss) on sales of assets (49,661) 35,828
Other (2,896) 4,624
----------- -----------
Other expenses - net (107,119) (12,650)
----------- -----------
Income from continuing operations before
income taxes 224,809 236,465
Income tax expense -- 120,000
----------- -----------
Income from continuing operations 224,809 116,465
Discontinued operations:
Adjustment of reserve for discontinued operations
(net of tax benefit of $120,000 in 1994) -- (203,587)
----------- -----------
Net income (loss) 224,809 (87,122)
Less: Preferred dividends 47,925 --
----------- -----------
Net income (loss) applicable to common shareholders $ 176,884 $ (87,122)
=========== ===========
Earnings per common share $ .02 $ (.01)
=========== ===========
Weighted average common shares outstanding 8,113,190 6,760,190
=========== ===========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
U. S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
For the Year Ended December 31, 1994 and
the Nine Months Ended September 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Preferred Stock Additional
---------------------------- --------------------------- Paid-In
Shares Amount Shares Amount Capital
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1993 6,153,240 $ 61,532 -- $ -- $ 13,610,693
Net proceeds from warrants exercised 17,950 180 -- -- 44,695
Common stock issued in connection with
purchase of Suncoast Transportation 375,000 3,750 -- -- 114,632
Preferred stock issued in connection with
purchase of Camelot Consultants, Inc. (327,000) (3,270) 180,000 1,800,000 (1,116,273)
Restricted stock grant issuance 1,100,000 11,000 -- -- 814,000
Stock options issued -- -- -- -- 34,376
Other 14,000 140 -- -- 6,860
Net loss -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1994
(carried forward) 7,333,190 $ 73,332 180,000 $ 1,800,000 $ 13,508,983
------------ ------------ ------------ ------------ ------------
Deferred Retained
Compen- Earnings
sation (Deficit) Total
------------ ------------ ------------
<S> <C> <C> <C>
Balance, December 31, 1993 $ -- $ (7,460,268) $ 6,211,957
------------
Net proceeds from warrants exercised -- -- 44,875
Common stock issued in connection with
purchase of Suncoast Transportation -- -- 118,382
Preferred stock issued in connection with
purchase of Camelot Consultants, Inc. -- -- 680,457
Restricted stock grant issuance (780,803) -- 44,197
Stock options issued (30,556) -- 3,820
Other -- -- 7,000
Net loss -- (94,995) (94,995)
------------ ------------ ------------
Balance, December 31, 1994
(carried forward) $ (811,359) $ (7,555,263) $ 7,015,693
------------ ------------ ------------
</TABLE>
See notes to consolidated financial statements.
7
<PAGE>
U. S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Concluded)
For the Year Ended December 31, 1994 and
the Nine Months Ended September 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Preferred Stock Additional
---------------------------- --------------------------- Paid-In
Shares Amount Shares Amount Capital
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994
(brought forward) 7,333,190 $ 73,332 180,000 $ 1,800,000 $ 13,508,983
Preferred stock issuance -- -- 170,000 2,040,000 (1,073,524)
Restricted stock grant issuance -- -- -- -- --
Stock options issued -- -- -- -- --
Preferred dividends -- -- -- -- --
Common stock issued in connection with
purchase of Armstrong Freight Express 780,000 7,800 -- -- 557,700
Common stock issued in connection with
purchase of Trans-Lynx Express 116,539 1,165 -- -- 83,325
Net income -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, September 30, 1995 8,229,729 $ 82,297 350,000 $ 3,840,000 $ 13,076,484
============ ============ ============ ============ ============
Deferred Retained
Compen- Earnings
sation (Deficit) Total
------------ ------------ ------------
<S> <C> <C> <C>
Balance, December 31, 1994
(brought forward) $ (811,359) $ (7,555,263) $ 7,015,693
Preferred stock issuance -- -- 966,476
Restricted stock grant issuance 101,750 -- 101,750
Stock options issued 12,890 -- 12,890
Preferred dividends -- (172,515) (172,515)
Common stock issued in connection with
purchase of Armstrong Freight Express -- -- 565,500
Common stock issued in connection with
purchase of Trans-Lynx Express -- -- 84,490
Net income -- 629,781 629,781
------------ ------------ ------------
Balance, September 30, 1995 $ (696,719) $ (7,097,997) $ 9,204,065
============ ============ ============
</TABLE>
See notes to consolidated financial statements.
8
<PAGE>
U.S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Operating activities:
Net income from continuing operations $ 629,781 $ 701,613
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 495,431 413,179
(Gain) loss on sale of assets 206,721 (137,400)
Provision for bad debts 12,003 --
Change in assets and liabilities:
Accounts receivable 125,844 (40,391)
Inventories (60,562) (54,165)
Notes receivable (12,446) (45,782)
Prepaid and other assets (240,383) (499,903)
Accounts payable (143,585) (41,647)
Accrued liabilities (180,995) (140,187)
----------- -----------
Net cash provided by continuing operations 831,809 155,317
Discontinued operations:
Adjustments - change in net assets and liabilities of
discontinued operations and cash provided by
(used in) discontinued operations (238,542) 402,852
----------- -----------
Net cash provided by operating activities 593,267 558,169
Investing activities:
Capital expenditures (129,158) (572,477)
Proceeds from sale of assets 841,121 311,616
Transfers from restricted cash 49,402 154,302
Advances on notes and leases receivable (341,910) (722,333)
Collections of notes and leases receivable 460,935 287,531
Other (75,389) (70,932)
----------- -----------
Net cash provided by (used in) investing activities 805,001 (612,293)
----------- -----------
Totals carried forward $ 1,398,268 $ (54,124)
----------- -----------
</TABLE>
See notes to consolidated financial statements.
9
<PAGE>
U.S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the Nine Months Ended September 30, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Totals brought forward $ 1,398,268 $ (54,124)
Financing activities:
Principal payments to related party (107,675) (398,761)
Preferred dividend (172,515) --
Bank overdraft (35,570) --
Borrowings on debt 7,051,655 374,364
Principal payments on long-term debt (8,238,988) (602,185)
Issuance of preferred stock 1,555,933 --
Proceeds from options exercised -- 41,250
Proceeds from warrants exercised -- 44,875
----------- -----------
Net cash provided by (used in) financing activities 52,840 (540,457)
----------- -----------
Net increase (decrease) in cash 1,451,108 (594,581)
Cash and cash equivalents, beginning of year -- 743,034
----------- -----------
Cash and cash equivalents, end of period $ 1,451,108 $ 148,453
=========== ===========
</TABLE>
See notes to consolidated financial statements.
10
<PAGE>
U.S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Concluded)
For the Nine Months Ended September 30, 1995 and 1994
(Unaudited)
Supplemental Disclosure of Cash Flow Information
1995 1994
--------- ---------
Cash paid during the period for:
Interest $ 312,000 $ 264,000
============ ============
Supplemental Schedule of Non-Cash Investing
and Financing Activities
During the nine months ended September 30, 1995, the Company sold
buses in exchange for $1,244,000 of sales-type financing leases receivable.
During the nine months ended September 30, 1995, the Company
purchased $149,137 of school buses through the issuance of debt.
In March 1995, the Company sold a substantial portion of the assets
of Suncoast Transportation for $25,000 cash and a promissory note of $175,000.
On June 30, 1995, the Company acquired 100% of the outstanding
stock of Priority Express Service, Inc. and Avanti Delivery Service, Inc. in
exchange for 780,000 shares of common stock.
In July 1995, the Company acquired 100% of the outstanding stock of
Trans-Lynx Express, Inc. in exchange for 116,539 shares of common stock.
See notes to consolidated financial statements.
11
<PAGE>
U.S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Management's Representation
In the opinion of management, the accompanying unaudited financial
statements present fairly, in all material respects, the financial position of
U.S. Transportation Systems, Inc. and Subsidiaries and the results of their
operations and their cash flows for the nine months ended September 30, 1995 and
1994, and, accordingly, all adjustments (which include only normal recurring
adjustments) necessary to permit that fair presentation has been made. Certain
information and footnote disclosures normally required by financial accounting
principles have been condensed or omitted. It is suggested that these statements
be read in conjunction with the financial statements and notes thereto included
in the Company's December 31, 1994 Form 10- KSB report. The results of
operations for the period ended September 30, 1995 are not necessarily
indicative of the operating results for the full year.
Note 2 - Discontinued Operations
On December 31, 1993, the Company adopted a formal plan to
discontinue its charter bus operations, which plan was to be completed on
October 31, 1995. The Company's charter operations were primarily located in New
York, Tampa, Atlantic City and Toledo. The Company's charter operations have had
minimal gross profit margins which have continued to decrease over the last few
years and, in fact, were profitable only when used in conjunction with contract
operations. The Company closed the Atlantic City and New York operations in July
1994 and sold the assets of such operations individually. The Company sold the
Tampa and Toledo operations, respectively, as continuing businesses in March and
October 1995. The Company has reclassified the segment's net assets (which
consist primarily of revenue equipment) which it plans to sell. The Company
generated $1,575,000 from the disposal of the assets of the discontinued
operations, during the nine months ended September 30, 1995, $1,150,000 in the
form of sales-type leases.
Net sales of the Company's charter segment were $731,000 and
$2,013,000 for the nine months ended September 30, 1995 and 1994, respectively.
Such amounts are not included in net sales in the accompanying statements of
operations.
Interest expense has been allocated to discontinued operations.
Interest expense allocated to discontinued operations totals $141,000 in 1995
and $224,000 in 1994 and is made up of: 1) interest directly attributable to the
discontinued operations; and 2) interest not directly attributable to any
operating segment, which amount has been allocated based upon the ratio of net
assets of the discontinued operations to the sum of the Company's total net
assets.
12
<PAGE>
U.S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 3 - Secondary Offerings
In February 1995, the Company completed an underwriting consisting
of 170,000 preferred stock units. Each unit consists of one share of Series A
Cumulative Convertible Redeemable Preferred Stock and one Redeemable Class A
Warrant. The Preferred Stock is convertible at a rate of 15 shares for every
share of Preferred Stock, subject to adjustment in certain events. The Preferred
Stock will be automatically converted into Common Stock at a rate of 12 shares
of Common Stock for each share of Preferred Stock, subject to adjustment, either
(1) on February 21, 1998; or (2) if the closing price of the Common Stock
exceeds $1.75 for five consecutive trading days. Each Class A warrant entitles
the holder to purchase one share of the Company's Common Stock and one
Redeemable Class B Common Stock Purchase Warrant ("Class B Warrant"), at an
exercise price of $1.35. Class A Warrants expire on August 20, 1996, unless the
Company modifies the Class A Warrants to also permit exercise from August 21,
1996 through February 20, 1998 at $1.60 per share. Each Class B Warrant entitles
the holder to purchase one share of the Company's Common Stock at a price of
$1.65. Class B Warrants expire on February 20, 1997 unless the Company modifies
the Class B Warrants to permit exercise from February 21, 1997 through February
21, 1999 at $2.00 per share. At any time that the Class A and Class B Warrants
(collectively, the "Warrants") are exercisable, the Warrants are also subject to
redemption by the Company on not less than 30 days notice at $.01 per Warrant,
provided the average closing price of the Company's Common Stock exceeds $1.75
per share for five consecutive trading days. Dividends on the Preferred Stock
are cumulative from the date of issue and are payable semi-annually. During the
first year, the Company will pay total dividends on each share of Preferred
Stock equal to $.60 cash plus up to 1.2 shares of Common Stock, provided that
the value of the stock dividend will not exceed $1.20 per annum, based on 100%
of the average closing price of the Common Stock as reported for the ten trading
days before the record dates for the dividends. During subsequent years, the
Company may either pay an annual dividend equal to $.60 in cash and up to 1.2
shares of Common Stock or, at the Company's discretion, no cash and up to 1.8
shares of Common Stock, provided that the value of the stock dividend will not
exceed $1.20 or $1.86-2/3 per annum, depending on which option the Company
chooses. Between August 21, 1996 and February 20, 1998, the Preferred Stock is
redeemable by the Company, in whole or in part, at $12.60 in cash per share, at
which time the Company would be required to pay any dividends which had accrued
but not been paid through the date of the redemption. In the event of the
liquidation of the Company, holders of the Preferred Stock will be entitled to a
liquidation preference of $12.00 per share, plus any accrued but unpaid
dividends. Holders of the Preferred Stock will not have any voting rights.
13
<PAGE>
U.S. TRANSPORTATION SYSTEMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 4 - Acquisitions
In June 1995, the Company acquired 100% of the outstanding common
stock of Priority Express Service, Inc. and Avanti Delivery Service, Inc.,
subsequently merged and operated under the assumed name of Armstrong Freight
Services, for 780,000 shares of the Company's common stock. The Company has
accounted for this acquisition using the purchase method of accounting.
In July 1995, the Company acquired 100% of the outstanding common
stock of Trans- Lynx Express for 116,539 shares of the Company's common stock.
The Company has accounted for this acquisition using the purchase method of
accounting.
Note 5 - Subsequent Events
Subsequent to September 30, 1995, substantially all of the
preferred stock, Series A was converted to the Company's common stock at the
rate of 15 common shares for each preferred share.
In November 1995, the Company acquired 100% of the outstanding
common stock of Automated Solutions, Inc. for 1,800,000 shares of the Company's
common stock. The Company intends to account for this acquisition using the
pooling method.
14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Nine Months Ended September 30, 1995 vs.
Nine Months Ended September 30, 1994
Results of Operations
The Company's revenue for the first nine months of 1995 increased
significantly from the same period in 1994, from $9,334,557 in 1994 to
$11,481,654 in 1995, i.e., by 23 percent. This increase substantially resulted
from the acquisition of Armstrong Freight Express in June 1995 (see Note 4) and
the acquisition of ATAB of Texas in October 1994.
At the end of 1993, the Company's Board of Directors decided to
terminate the Company's charter bus operations. Charter operations had produced
very small profit margins in recent years and only when undertaken in
conjunction with contract operations. Management determined, in the face of
dwindling margins, that the Company's assets could be better utilized.
Accordingly, net assets and liabilities of the discontinued segment with a net
book value of $1,775,789 at September 30, 1995, have been reclassified as
"Assets held for sale," and the revenues and expenses of the Company's charter
operations have been eliminated from the Company's 1995 and 1994 statements of
operations. During the nine months ended September 30, 1995 and 1994, net losses
from charter bus operations totaled $364,000 and $924,000, respectively. The
Company believes it will sell or otherwise dispose of its "Assets held for sale"
prior to December 31, 1995 at an aggregate amount not materially less than the
amount recorded on the balance sheet as of September 30, 1995.
Liquidity and Capital Resources
The Company's working capital of $2,707,877 at September 30, 1995
represented an increase of $927,822 from the Company's working capital of
$1,780,055 at September 30, 1994. This improvement is chiefly the result of the
Company's secondary offering in February 1995.
Cash flow from both continuing operations and discontinued
operations was positive during the first nine months. The Company anticipates
positive cash flow from continuing operations in the foreseeable future.
Further, the Company anticipates that cash flow from the discontinued charter
segment will continue to be positive as the Company disposes of this segment's
assets through the end of 1995.
The Company has no significant commitments at this time which would
require it to expend capital and believes its current facilities and capital
equipment are adequate for the Company as currently structured.
15
<PAGE>
U.S. TRANSPORTATION SYSTEMS, INC.
AND SUBSIDIARIES
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf on November 20, 1996 by the undersigned, thereunto duly authorized.
U.S. TRANSPORTATION SYSTEMS, INC.
------------------------------------
(Registrant)
/s/ Michael Margolies
------------------------------------
MICHAEL MARGOLIES
CHIEF EXECUTIVE OFFICER
/s/ Terry A. Watkins
------------------------------------
TERRY A. WATKINS
CHIEF FINANCIAL OFFICER
16
