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 February 25, 1999
(Date of earliest event reported) (February 18, 1999)
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 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 Fifth Amended Forbearance Agreement dated February 18, 1999, Foothill
Capital Corporation agreed to forbear from exercising its rights under the
Loan and Security Agreement until March 5, 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 March 5, 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
February 25, 1999
