SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
USCI, INC.
(Name of Issuer)
Common Stock, par value $.0001
(Title of Class of Securities)
90330N 101
(CUSIP Number)
Laura Huberfeld
152 West 57th Street, New York, New York 10019
212-581-0500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition which is subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-I(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement. [ ]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
NOTE: Six copies of this statement, including all exhibits should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on the following pages)
(Page 1 of 5 Pages)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
Schedule 13D
CUSIP NO. 90330N 101 13D Page 2 of 5 Pages
----------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld/Naomi Bodner Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Internal Working Capital
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
460,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
460,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 5%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP NO. 90330N 101 13D Page 3 of 5 Pages
----------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huberfeld-Bodner Family Foundation, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Internal Working Capital
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
10,417,500
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
10,417,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,417,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 4 of 5 Pages
This is Amendment No. 1 to a Schedule 13D that was filed on May 5, 1999 (the
"Schedule 13D"). Except as amended herewith, all information previously reported
in the Schedule 13D is hereby confirmed. Capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Based on information obtained from the Company, it is
assumed that approximately 93,975,028 shares are issued and outstanding. The
Partnership owns 460,000 shares of Common Stock, or approximately 0.49%. The
Foundation owns 10,417,500 shares of Common Stock, or approximately 11.3%. In
addition, the Partnership owns 94.79 shares Series D Convertible Preferred
Stock, par value $.01 with a stated value of $8,000 (the "Preferred Stock"). The
Foundation owns 67.71 shares of Preferred Stock. In accordance with the terms of
the Agreement (as defined below) which requires the Company to amend the
Certificate of Designation for the Preferred Stock, the Preferred Stock will be
convertible, at the option of the holder thereof, into shares of Common Stock at
a price per share (the "Conversion Price") equal to the lesser of $1.00, or 85%
of the average closing bid price of the Common Stock during the five consecutive
trading days prior to the date of conversion. Since the Conversion Price is not
currently determinable and since the Company is unlikely to have a sufficient
amount of shares of Common Stock issuable upon such conversion has not been
included in the aggregate number of shares of Common Stock owned by the
Reporting Persons.
(c) On December 2, 1999 the Partnership donated an aggregate
of 14,122,500 shares of Common Stock to four separate institutions.
<PAGE>
Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: December 15, 1999
LAURA HUBERFELD/NAOMI BODNER
PARTNERSHIP
By: /s/
Laura Huberfeld, General Partner
HUBERFELD-BODNER FAMILY
FOUNDATION, INC.
By: /s/
