-----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, ShXsOxbveCEs+HqwIvIx+lqGVkPZ0XF2ct6jJVIdS0zH1qHGn+eEp1QlrRBgcuSw tzckTDWgN0HaR3/yb8GPSg== 0001047469-98-006722.txt : 19980219 0001047469-98-006722.hdr.sgml : 19980219 ACCESSION NUMBER: 0001047469-98-006722 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980218 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US ELECTRICAR INC CENTRAL INDEX KEY: 0000922237 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 953056150 STATE OF INCORPORATION: CA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-50689 FILM NUMBER: 98544147 BUSINESS ADDRESS: STREET 1: 5 THOMAS MELLON CIRCLE STREET 2: SUITE 305 CITY: SAN FRANCISCO STATE: CA ZIP: 94134 BUSINESS PHONE: 4156562400 MAIL ADDRESS: STREET 1: 5 THOMAS MELLON CIRCLE STREET 2: SUITE 305 CITY: SAN FRANCISCO STATE: CA ZIP: 94134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ITOCHU CORP CENTRAL INDEX KEY: 0000355363 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5-1 KITA-AOYAMA 2-CHOME STREET 2: LEGAL DIVISION CITY: MINATO-KU TOKYO STATE: M0 BUSINESS PHONE: 01181334972654 MAIL ADDRESS: STREET 1: 5-1 KITA-AOYAMA 2-CHOME STREET 2: LEGAL DIVISION CITY: MINATO-KU TOKYO STATE: M0 SC 13G 1 SCHEDULE 13 G SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.___) US ELECTRICAR INC. ------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK -------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 90328P 10 0 -------------------------------------------------------- (CUSIP NUMBER) Check the following box if a fee is being paid with this statement / / (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities describe din 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.) *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 the disclosures provided in a prior cover page. The information required in 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)) Page 1 of 4 Pages 3 CUSIP No. 90328P 10 0 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Itochu Corporation 88-0063818 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) _______________ (b) _______________ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Japan NUMBER OF SHARES 5. SOLE VOTING POWER 51,789,122 BENEFICIALLY OWNED BY: 6. SHARED VOTING POWER None EACH REPORTING 7. SOLE DISPOSITIVE POWER 51,789,122 PERSON 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 51,789,122 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 31.29%.* 12. TYPE OF REPORTING PERSON * CO *See instruction before filling out! Page 2 of 4 pages 4 Schedule 13G Item 1(a) Name of Issuer: US Electricar, Inc. Item 1(b) Address of Issuer's Principal 5 Thomas Mellon Circle, Suite 305 Business Office San Francisco, CA 94134 Item 2(a) Names of Persons: Itochu Corporation Item 2(b) Address of Principal Business Office: 5-1, Kito Aoyama 2-chome, Minato- ku Tokyo Japan Item 2(c) Citizenship: Japan Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 90328P 10 0 Item 3 Not applicable Item 4 Ownership (a) Total Amount Beneficially Owned: 51,789,122* (b) Percent of Class: 31.29%** (c) Total Number of Shares as to which such persons have: (i) sole power to vote or to direct the vote: 51,789,122 (ii) shared power to vote or to direct: None (iii) sole power to dispose or to direct the disposition of 51,789,122 (iv) shared power to dispose or to direct the disposition of None Item 5 Ownership of Five Percent or Less of a Class: (x) Not applicable. (_) this statement is being filed to report the fact that as of February 14, 1998, the reporting persons had ceased to be the beneficial owners of more than five percent of the securities described. Page 3 of 4 Pages 5 *includes 14,333,333 shares of Common Stock issuable upon conversion of convertible debt in the amount of $4,300,000 plus accrued interest as of October 31, 1997 at a conversion price of $0.30 per share. **Assumes the conversion of all Series B Preferred Stock and convertible debt and accrued interest held by the filing person into Common Stock. Item 6 Ownership of More than Five Percent on Behalf of Another Person: None Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable Item 8 Identification and Classification of Members of the Group: Not applicable. Item 9 Notice of Dissolution of Group: Not applicable. Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. February 13, 1998 ITOCHU CORPORATION By /s/ Mr. Kazuo Kitamura Authorized officer Page 4 of 4 pages 6 -----END PRIVACY-ENHANCED MESSAGE-----