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 November 3, 1998
(Date of earliest event reported) (October 19, 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.
The Registrant and its wholly-owned subsidiary, Ameritel
Communications, Inc. ("Ameritel"), have given 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.
Discussions between Foothill Capital Corporation and the
Registrant to resolve the non-compliance issues are taking place.
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.
On October 19, 1998, RadioShack, a division of Tandy Corporation,
drew down a $2.5 million Letter of Credit issued by PaineWebber
Corp. ("PaineWebber") for the account of Ameritel. On October
22, 1998, PaineWebber requested that Ameritel reimburse
PaineWebber for the amounts drawn under the Letter of Credit.
Discussions between PaineWebber and the Registrant concerning
reimbursement are taking place.
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
November 3, 1998
