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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 19, 1998
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TRANSPORTATION EQUITIES, INC.
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(Exact name of registrant as specified in charter)
Nevada 0-16140 34-1397328
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(State or other juris- (Commission File (IRS Employer Indenti-
diction of incorporation Number) fication Number)
33 West Main Street, Elmsford, New York 10523
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(Address of principal executive office)
U.S. Transportation Systems, Inc.
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(Former name of Registrant)
Registrant's telephone number, including area code: (914) 345-3339
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Item 2. DISPOSITION OF ASSETS
On March 19, 1998 the Registrant completed the sale of substantially
all of its assets to a subsidiary of Precept Business Services, Inc.
("Precept") in exchange for 9,612,500 shares of Class A Common Stock of
Precept ("Precept Shares") and assumption by the Precept subsidiary of
certain liabilities. On the same date the Registrant distributed 8,979,187
of the Precept Shares to the holders of the Registrant's common stock on a
one-for-one basis.
Upon completion of the sale of assets and the distribution of Precept
Shares, the Registrant retains the following assets:
- 633,313 Precept Shares
- $175,000 cash
- the capital stock of BancPro Transportation, Inc., a subsidiary
engaged in rental car brokerage, which on March 9, 1998 filed
for protection under Chapter 11 of the United States
Bankruptcy Code.
The Registrant has no liabilities at this time, but is party to
several lawsuits in which substantial claims have been made. The most
significant claims against the Registrant are the following:
William Orr, Jackson & Johnson, Inc., and Mile High Corp.
(New York State Supreme Court, New York County; United States
Bankruptcy Court - S.D.N.Y.). Claims for $9,000,000 for breach of
contract; $160,000 for goods sold; $270,000 for breach of employment
agreement; and $63,898 for truck lease payment.
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Consolidated Financial Management, Inc. Claim for 940,833
Shares of the Registrant's common stock.
At some time during the next twelve months, the Registrant will close
its stock transfer books, assign all of its assets, liabilities and claims to
a Liquidating Trust, and dissolve. Thereafter, at such time when all claims
against the Registrant/Liquidating Trust have been resolved, the assets that
remain in the Liquidating Trust, if any, will be distributed pro rata to the
shareholders of record of the Registrant on the date on which the stock
transfer records were closed,
Item 5. CHANGE OF NAME; RESIGNATION OF BOARD MEMBERS
In connections with the sale of assets to Precept, the Registrant has
changed its name from "U.S. Transportation Systems, Inc." to "Transportation
Equities, Inc."
On March 19, 1998, immediately after the closing of the sale to
Precept, all members of the Registrant's Board of Directors other than Michael
Margolies resigned. Mr. Margolies will remain the sole director of the
registrant until it is dissolved.
EXHIBITS
1. Pro Forma Financial Statement. Filed as an exhibit to the
Registrant's Registration Statement on Form SB-2 (333-44211) and incorporated
herein by reference.
2. Certificate of Amendment of Certificate of Incorporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
March 27, 1998 U.S. TRANSPORTATION SYSTEMS, INC.
By: \s\ Michael Margolies
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Michael Margolies
Chief Executive Officer
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
U.S. TRANSPORTATION SYSTEMS, INC.
Pursuant to the provisions of Nevada Revised Statutes, Title 7,
Chapter 78, the undersigned officers do hereby certify:
FIRST: The name of the Corporation is U.S. Transportation Systems,
Inc.
SECOND: The Board of Directors of the Corporation duly adopted the
following resolution on November 17, 1997,
RESOLVED, the Article FIRST of the Corporation's Certificate
of Incorporation be amended to read as follows:
FIRST: The name of the Corporation is Transportation
Equities, Inc.;
RESOLVED, that a Special Meeting of the Stockholders be
called for March 12, 1998 for the purpose of taking action upon the
proposed amendment to the Certificate of Incorporation, with the
record date for such meeting to be February 4, 1998 and the mailing
date for proxy materials will be February 11, 1998.
RESOLVED, that in the event the stockholders shall adopt the
aforesaid amendment by at least a majority of the voting power, the
proper officers of the Corporation are authorized and directed to
execute and file with the Nevada Secretary of State, as promptly as
possible thereafter, a Certificate of Amendment pursuant to Section
78.390(c) of the Nevada General Corporation Law.
THIRD: The total number of outstanding shares having voting power of
the Corporation, as of the record date of the Special Meeting of Stockholders,
was 8,979,187 and the total number of votes entitled to be cast by the holders
of all of said outstanding shares as of said record date was 8,979,187.
FOURTH: At a meeting of stockholders held on March 12, 1998, notice
of which was given, the amendment herein certified was adopted by the holders
of 5,261,865 shares, which represent 5,261,865 votes, and which constitute at
least a majority of all of the voting power of the holders of shares having
voting power as of the record date of the Special Meeting.
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Signed on March 23, 1998 U.S. TRANSPORTATION SYSTEMS, INC.
By: /s/ Ronald P. Sorci, President
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Ronald P. Sorci, President
By: /s/ Michael Margolies, Secretary
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Michael Margolies, Secretary
STATE OF NEW YORK )
: SS:
COUNTY OF WESTCHESTER )
On this 23rd day of March, 1998 before me, the undersigned, personally
appeared Ronald P. Sorci as President of U.S. Transportation Systems, Inc. and
acknowledged under oath, to my satisfaction, that he executed the above
instrument as his act and deed.
MARY JOAN BOOS
Notary Public, State of New York
No. 01BO5052429
Qualified in Westchester County
Commission Expires November 27, 199
STATE OF NEW YORK )
: SS:
COUNTY OF WESTCHESTER )
On this 23rd day of March, 1998 before me, the undersigned, personally
appeared Michael Margolies, Secretary of U.S. Transportation Systems, Inc. and
acknowledged under oath, to my satisfaction, that he executed the above
instrument as his act and deed.
MARY JOAN BOOS
Notary Public, State of New York
No. 01BO5052429
Qualified in Westchester County
Commission Expires November 27, 199
