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 January 15, 1999
(Date of earliest event reported) (December 4, 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.
By Agreement dated December 4, 1998, between Ameritel Communications,
Inc. ("Ameritel") and Metrocall, Inc., Ameritel agreed to sell its
paging services subscriber base of approximately 22,000 subscribers to
Metrocall for $876,000 in non-cash consideration representing the sums
due and owing from Ameritel to Metrocall.
On November 3, 1998, the Registrant filed a Current Report on Form 8-K
advising that the Registrant and 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,
among other defaults, 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 Third Amended Forbearance Agreement dated January 12, 1999, Foothill
Capital Corporation agreed to forbear from exercising its rights under
the Loan and Security Agreement until January 31, 1999 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 January 31, 1999, 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
January 15, 1999
