UNIVERSAL COMMUNICATION &lt;UCS> TO SELL ASSETS
  Universal Communication Systems Inc
  said it has tentatively agreed to sell substantially all its
  assets for about 79 mln dlrs in cash and notes plus limited
  profit participation.
      The company said the terms of the sale have been approved
  by its board and by Prime Motor Inns Inc &lt;PDQ>, owner of about
  84 pct of Universal's outstanding stock.
      It described the purchaser as a subsidiary of a company in
  the communications field which is one of the 100 largest U.S.
  corporations.
      The company said the transaction involves the payment of 20
  mln dlrs in cash, a non-interest bearing payment of 11.3 mln
  dlrs in four equal instalments over four years and two
  promissory notes guaranteed by an affiliate of the purchaser.
      It said a 31.5 mln dlr 14 pct note is payable in four equal
  instalments over four years. It said a 16.3 mln dlr 8.5 pct
  note due Dec 31, 1992, includes participation in the 1992
  profits of the acquiring company. Universdal said the profit
  element can be terminated with payments by the purchaser of
  either five mln dlrs in 1988, six mln dlrs in 1989, seven mln
  dlrs in 1990 or eight mln dlrs in 1991.
  

