-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MfC4lIUuxU4ku1TEnK7PO7Pef0fbk+BmBpNmni2WNeSw6UwJMi4JzcLWeZWxulrl nTr6H3Qm6W3lb5Sj5GSDaA== 0000897101-99-000984.txt : 19991018 0000897101-99-000984.hdr.sgml : 19991018 ACCESSION NUMBER: 0000897101-99-000984 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991015 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED SHIPPING & TECHNOLOGY INC CENTRAL INDEX KEY: 0001002902 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 411823559 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46377 FILM NUMBER: 99728814 BUSINESS ADDRESS: STREET 1: 9850 51ST AVE N STREET 2: STE 110 CITY: MINNEAPLOLIS STATE: MN ZIP: 55442 BUSINESS PHONE: 6129414080 MAIL ADDRESS: STREET 1: 5583 WEST 78TH ST CITY: EDINA STATE: MN ZIP: 55439 FORMER COMPANY: FORMER CONFORMED NAME: U SHIP INC DATE OF NAME CHANGE: 19960313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NESLUND RICHARD & MABETH CENTRAL INDEX KEY: 0001095071 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 15210 WAYZATA BLVD CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 6124751700 MAIL ADDRESS: STREET 1: 15210 WAYZATA BLVD CITY: WAYZATA STATE: MN ZIP: 55391 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* United Shipping & Technology, Inc. (Name of Issuer) Common Stock, par value $.004 (Title of Class of Securities) 911498103 (CUSIP Number) Thomas F. Steichen, Esq. Briggs and Morgan, P.A. 2400 IDS Center Minneapolis, MN 55402 (612) 334-8656 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 1, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. - ---------------------- *The remainder of this cover page shall be filed 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). (Continued on following page(s)) - ----------------------- ------------------------- CUSIP No. 911498103 13D Page 2 of 6 Pages - ----------------------- ------------------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard Neslund and Mabeth Neslund - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------- -------- ----------------------------------------- 7 SOLE VOTING POWER 1,120,900 shares of Common Stock. NUMBER OF -------- ----------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -------- ----------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,184,233 shares of Common Stock, 63,333 shares of which are represented by warrants to purchase Common Stock. -------- ----------------------------------------- 10 SHARED DISPOSITIVE POWER - -------- ----------------------------------------------------------------------- 1 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1 1,184,233 shares of Common Stock, 63,333 shares of which are represented by warrants to purchase Common Stock. - -------- ----------------------------------------------------------------------- 1 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 2 [ ] - -------- ----------------------------------------------------------------------- 1 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3 9.1 % of Common Stock - -------- ----------------------------------------------------------------------- 1 TYPE OF REPORTING PERSON* 4 IN - -------- ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1: Security and Issuer The name of the issuer is United Shipping & Technology, Inc. (the "Issuer") and the address of its principal office is 9850 51st Avenue North, Suite 110, Minneapolis, Minnesota, 55442. The title of the class of equity security to which this statement relates is Common Stock. The Reporting Persons (as defined herein) beneficially own 1,184,233 shares of Common Stock. Item 2: Identity and Background (a) This statement is filed jointly by Richard Neslund and Mabeth Neslund, who affirm that they do not constitute a group (together, the "Reporting Persons"). (b) Richard Neslund and Mabeth Neslund 15210 Wayzata Blvd. Wayzata, MN 55391 (c) Mr. Neslund is President of Park Avenue of Wayzata, Inc. The address of the principal office of Park Avenue of Wayzata, Inc., is 15210 Wayzata Blvd., Wayzata, Minnesota 55391. (d) Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violation, or prohibiting activities subject to federal or state securities laws or finding any violation of such laws. (f) Both of the Reporting Persons are citizens of the United States. Item 3: Source and Amount of Funds or Other Consideration Not applicable. Item 4: Purpose of Transaction The Reporting Persons acquired the shares of Common Stock of the Issuer reported herein for investment purposes. The Reporting Persons reserve the right to purchase additional shares or to sell shares if they deem such action to be in their best interest. The Reporting Persons do not have any specific plans or proposals respecting extraordinary corporate transactions effecting the Issuer, sale or transfer of its assets, changes in its board of directors or management, capitalization, dividend policy, business or corporate structure, charter or bylaws or instruments corresponding thereto, the listing of the Issuer's securities, a class of equity securities becoming eligible for termination of registration, or similar actions. Item 5: Interest in Securities of the Issuer (a) As of October 12, 1999 the Reporting Persons beneficially own 1,184,233 shares of Common Stock, 188,333 shares of which are represented by warrants to purchase Common Stock. These shares represent 9.1 % of the Common Stock of the Issuer. (b) The Reporting Persons have the sole power to vote or to direct the vote of 1,120,900 shares of Common Sock and the sole power to dispose or to direct the disposition of 1,184,233 shares of Common Stock of the Issuer, 63,333 shares of which are represented by warrants to purchase Common Stock. (c) The Reporting Persons acquired 1,900 shares of Common Stock of the Issuer through a market purchase on July 30, 1999. Following the purchase the Reporting Persons beneficially owned 1,054,233 shares of Common Stock. The Reporting Persons acquired a total of 27,500 shares of Common Stock of the Issuer through five separate market purchases each occurring on August 4, 1999. Following the purchases, the Reporting Persons beneficially owned 1,081,733 shares of Common Stock. The Reporting Persons acquired 2,500 shares of Common Stock of the Issuer through a market purchase on August 11, 1999. Following the purchase the Reporting Persons beneficially owned 1,084,233 shares of Common Stock. The Reporting Persons acquired 100,000 shares of Common Stock of the Issuer through a private placement on August 12, 1999. Following the purchase, the Reporting Persons beneficially owned 1,184,233 shares of Common Stock. The Reporting Persons exercised a Common Stock Purchase Warrant on October 12, 1999 for 125,000 shares of Common Stock at an exercise price of $1.75 per share. Following the exercise, the Reporting Persons beneficially owned 1,184,233 shares of Common Stock. (d) Not applicable. (e) Not applicable. Item 6: Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Not applicable. Item 7: Material to be Filed as Exhibits Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 20, 1999 /s/ Richard Neslund ----------------------------------------------- Richard Neslund /s/ Mabeth Neslund ----------------------------------------------- Mabeth Neslund -----END PRIVACY-ENHANCED MESSAGE-----