SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report December 7, 1998
(Date of earliest event reported) (December 1, 1998)
USCI, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22282 13-3702647
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6115-A Jimmy Carter Blvd., Norcross, Georgia 30071
(Address of principal executive offices) (Zip Code)
(770) 840-8888
(Registrant's telephone number including area code)
(Former name or former address if changed since last report)
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Item 5.
On November 3, 1998, the Registrant filed a Current Report on Form 8-K
advising that the Registrant and its wholly-owned subsidiary, Ameritel
Communications, Inc. ("Ameritel"), received notice that they are not in
compliance with certain covenants under the Loan and Security Agreement
dated as of June 5, 1998 between Ameritel and Foothill Capital
Corporation ("Loan and Security Agreement") as a result of Ameritel's
failure to make payments of amounts due to certain vendors and carriers
within the prescribed time periods provided under the terms of the Loan
and Security Agreement. The covenant violations constitute events of
default under the Loan and Security Agreement.
By Amended Letter Agreement dated December 1, 1998, Foothill Capital
Corporation agreed to forbear from exercising its rights under the Loan
and Security Agreement until December 31, 1998 and continues to advance
funds to Ameritel under the terms of the Loan and Security Agreement.
Although the Registrant intends to seek to extend the period of
forbearance beyond December 31, 1998, there is no assurance and no
representation is made that the Registrant will be successful in doing
so.
Reference is made to the Registrant's Current Report on Form 8-K and
the agreement filed as an exhibit thereto dated and filed on July 7,
1998 for a complete description of all of the terms and conditions of
the Loan and Security Agreement.
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 hereunto duly authorized.
USCI, Inc.
(Registrant)
By: /s/ Robert J. Kostrinsky
Robert J. Kostrinsky
Executive Vice President
December 7, 1998
