SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
NOVEMBER 18, 1998
_______________________________________
Date of Report (Date of earliest event reported)
USN COMMUNICATIONS, INC.
______________________________________________________
(Exact name of Registrant as specified in its charter)
DELAWARE 333-16265 36-3947804
______________ _____________________ ___________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
10 SOUTH RIVERSIDE PLAZA, SUITE 2000, CHICAGO, ILLINOIS 60606
____________________________________________________________
(Address of principal executive offices, including zip code)
(312) 906-3600
____________________________________________________
(Registrant's telephone number, including area code)
N/A
_____________________________________________________________
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On November 18, 1998, USN Communications, Inc. (the "Registrant")
issued a press release announcing completion of a short-term financing. A
copy of the press release is filed as an exhibit to this Current Report on
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is included with this Report:
Exhibit 99 Press release dated November 18, 1998 issued by
USN Communications, Inc.
SIGNATURES
Pursuant to the requirement 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.
USN COMMUNICATIONS, INC.
By: /s/ Thomas A. Monson
-------------------------------
Thomas A. Monson
Vice President, General Counsel
and Secretary
Exhibit 99
Investor Contact: Debra O'Shea
Director, Investor Relations
312-906-3774
Media Contact: Mary Eriksson
Corporate Communications
312-496-5095
USN COMMUNICATIONS COMPLETES SHORT-TERM FINANCING
CHICAGO, November 18, 1998 - USN Communications, Inc. (Nasdaq: USNC)
announced today that it completed the sale of a $10 million note to Merrill
Lynch Global Allocation Fund, Inc. The note bears interest at 17% per
annum and matures on January 15, 1999.
USN also announced that it expect to file its Form 10-Q report for the
third quarter ended September 30, 1998 on Friday, November 20, 1998.
The statements made in this press release, other than historical financial
results, may be forward-looking in nature. Actual results may differ
materially from those projected in forward-looking statements. USN
believes its primary risk factors include, but are not limited to:
availability of additional financing, the number and size of competitors in
its markets; law and regulatory policy; dependence on technology and third
parties, including provisioning and billing systems and services; and the
mix of products and services offered in its target markets. Additional
information concerning these and other potentially important factors can be
found in USN's SEC filings. USN undertakes no obligation to update
publicly any forward-looking statements whether as a result of new
information, future events or otherwise. Any statements should be
evaluated in light of these important factors. In addition, a copy of the
note purchase agreement providing for the sale of the above-referenced note
will be filed with the SEC as an exhibit to USN's third quarter Form 10Q
report.
USN delivers "powerful connections" for small to medium-sized businesses by
integrating a complete range of communications services, including local,
long-distance, cellular and Internet, supported by unparalleled customer
service. USN was founded in 1994 and is headquartered in Chicago with
offices located in the Midwest and Northeast.
For more information on USN Communications, visit the company's Web site
located on the Internet at www.usncomm.com.
