-----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, NV46OLcs9L6cEZo0SdNCYQ2F00FJArqt3PkwzU6LRltS41FrGM4zYPkDhnMB+nwZ kbfRFsK1chaeR9iW8z1YBQ== 0001017918-97-000002.txt : 19970108 0001017918-97-000002.hdr.sgml : 19970108 ACCESSION NUMBER: 0001017918-97-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970107 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP CENTRAL INDEX KEY: 0000913665 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 930976127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42503 FILM NUMBER: 97502167 BUSINESS ADDRESS: STREET 1: 10802 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 22091 BUSINESS PHONE: 7037586000 MAIL ADDRESS: STREET 1: 10802 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 22091 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANCO INC CENTRAL INDEX KEY: 0001017918 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133390015 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125832000 MAIL ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 7 Page 1 of 7 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* AMERICAN MOBILE SATELLITE CORPORATION ----------------------------------------------------- (Name of Issuer) COMMON STOCK ----------------------------------------------------- (Title of Class of Securities) 02755R103 ----------------------------------------------------- (CUSIP Number) Linda S. Martinson, Esq. (212) 583-2000 767 Fifth Avenue, 24th Floor, New York, NY 10153 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------------------------------------- (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 [ ]. 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 described in 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 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). SEC 1746 (12-91) Schedule 13D Amendment No. 7(continued) CUSIP No. 02755R103 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Baron - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(C) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,012,433* BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 3,964,300 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,012,433* -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,964,300 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,976,733* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT * Includes 625,000 warrant shares. Page 3 of 7 Pages Item 1. Security and Issuer (a) Name of Issuer: American Mobile Satellite Corporation (b) Address of Issuer's Principal Executive Offices: 10802 Parkridge Boulevard Reston, VA 22091 (c) Title and Class of Securities: Common Stock Item 2. Identity and Background (a) Name: Ronald Baron (b) Business Address: 767 Fifth Avenue 24th Floor New York, NY 10153 (c) Present Principal Employment: President: Baron Capital Management, Inc., BAMCO, Inc., Baron Capital, Inc. 767 Fifth Avenue 24th Floor New York, NY 10153 (d) Record of Convictions: No material change. (e) Record of Civil Proceedings: No material change. (f) Citizenship: No material change. Item 3. Source and Amount of Funds or Other Consideration Reporting Person owns 42,533 shares of the Issuer directly, paid for with cash for an aggregate purchase price of $791,256. As General Partner of Baron Capital Partners, L.P. and Baron Investment Partners, L.P.(the "Partnerships"), investment partnerships, he directed the purchase of 344,900 shares for the account of the Partnerships for an aggregate purchase price of $4,796,858. Those shares were paid for by cash assets in the Partnerships' accounts and by margin borrowings pursuant to the standard margin agreement of Spear, Leeds & Kellogg. BCP also has a warrant to purchase 625,000 shares of the Issuer which was issued in connection with a guaranty of certain obligations of the Issuer as previously disclosed. An additional 3,341,700 shares were purchased for an aggregate purchase price of $51,465,987 for the accounts of two investment companies registered under the Investment Company Act of 1940, Baron Asset Fund and Baron Growth & Income Fund, (the "Baron Funds"), which are advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser which is controlled by Ronald Baron. An additional 622,600 shares were purchased for an aggregate purchase price of $10,206,737 for the accounts of investment advisory clients of Baron Capital Management, Inc.("BCM") a registered investment adviser controlled by Ronald Baron. All of those shares were paid for by cash assets in the accounts of the investment companies and advisory clients. Item 4. Purpose of Transaction No material change Page 4 of 7 Pages Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: (i) 3,964,300 shares in his capacity as a controlling person of BAMCO and BCM . Reporting Person disclaims that he is the beneficial owner of these shares. (ii) 344,900 shares, plus 625,000 shares pursuant to the warrant, in his capacity as General Partner of the Partnerships. (iii) 42,533 shares personally. (b) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 1,012,433* (ii) shared power to vote or direct the vote: 3,964,300 (iii) sole power to dispose or to direct the disposition: 1,012,433* (iv) shared power to dispose or direct the disposition: 3,964,300 Reporting Person may be deemed to share power to vote and dispose of shares referred to herein as a result of his control of the investment advisers for whose advisory clients he is reporting. He may be deemed to have sole power to vote and direct the disposition of the shares referred to above to by reason of being a general partner of BCP. (c) A schedule of transactions effected in the last thirty-five days is attached hereto. (d) Ownership of More than Five Percent on Behalf of Another Person: The investment advisory clients have the right to receive the dividends from, or the proceeds from the sale of the securities in their respective accounts. To the best of Reporting Person's knowledge, no person has such interest relating to more than 5% of the outstanding class of securities, except that Baron Asset Fund, an investment company registered under the Investment Company Act of 1940 and an advisory client of BAMCO, owns 3,045,000 (10.1%) of the shares reported herein. (e) Ownership of Less than Five Percent: Not applicable. * Includes 625,000 warrant shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No material change. Item 7. Material to be Filed as Exhibits Exhibit 99 - 35 days of trading. 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. Date: January 7, 1997 /s/ Ronald Baron _______________________________________ Ronald Baron EX-99 2 35-DAY TRANSACTION SCHEDULE Transaction Schedule From 12-03-96 To 01-06-97 Acct Exec. Date ID Actvy Qty Price - -------- ---- ----- ---------- --------- 12-03-96 baf by 15,000 12.8125 12-03-96 bgi by 5,000 12.8125 12-04-96 baf by 5,000 12.5625 12-04-96 bgi by 5,000 12.5625 12-05-96 baf by 10,000 12.7500 12-06-96 baf by 5,000 11.8750 12-06-96 baf by 2,500 12.2500 12-06-96 baf by 2,500 11.9375 12-06-96 bcm4 by 2,500 11.9375 12-09-96 baf by 5,000 12.7500 12-09-96 bcm4 by 5,000 12.7500 12-10-96 bcm4 by 2,500 13.0000 12-11-96 baf by 2,200 13.0000 12-11-96 baf by 7,500 13.3750 12-12-96 baf by 1,300 13.6250 12-12-96 bcm4 by 1,900 13.6250 12-12-96 bcm4 by 2,000 13.6250 12-13-96 baf by 4,000 13.1250 12-13-96 baf by 22,500 13.1250 12-16-96 baf by 2,500 13.1250 12-16-96 bcm4 by 5,000 13.1250 12-16-96 bcm4 by 5,000 13.1250 12-17-96 baf by 10,000 12.6250 12-17-96 baf by 13,000 12.6250 12-17-96 bcm4 by 10,000 12.6250 12-18-96 baf by 29,000 12.8750 12-19-96 baf by 12,500 13.1250 12-20-96 baf by 5,000 13.0000 12-20-96 baf by 5,500 12.8750 12-23-96 baf by 6,200 12.3750 12-23-96 baf by 3,800 12.2500 12-23-96 bcm4 by 6,300 12.3750 12-23-96 bcm4 by 3,700 12.2500 12-24-96 baf by 3,800 12.2500 12-26-96 baf by 12,100 12.2500 12-27-96 baf by 8,500 12.5000 12-27-96 baf by 12,600 12.2500 12-27-96 bcp by 6,500 12.5000 12-27-96 bcp by 8,500 12.2500 12-30-96 baf by 5,000 12.2500 12-30-96 baf by 10,000 12.2500 12-30-96 baf by 7,500 12.3750 12-30-96 baf by 38,700 12.1426 12-30-96 bcm4 by 5,000 12.1426 12-30-96 bcm4 by 1,000 12.1426 12-31-96 baf by 62,000 12.2500 12-31-96 baf by 4,000 12.1250 12-31-96 baf by 5,000 12.3750 12-31-96 baf by 5,800 12.1078 12-31-96 bcm4 by 25,300 12.2500 12-31-96 bgi by 3,200 12.2500 12-31-96 bgi by 26,800 12.2500 01-02-97 bcm4 by 3,000 12.1875 01-02-97 bcm4 by 1,000 12.5000 01-02-97 bcm4 by 1,700 12.1875 01-02-97 bcm4 by 1,000 12.1875 01-02-97 bcp by 6,800 12.1875 01-02-97 bgi by 2,000 12.2500 01-02-97 bgi by 2,500 12.2500 01-03-97 bcm4 by 5,000 12.4772 01-03-97 bcp by 5,200 12.2500 01-03-97 bgi by 5,700 12.4772 01-03-97 bip by 2,900 12.2500 01-06-97 bcm4 by 3,500 12.7500 01-06-97 bgi by 6,500 12.6538 -----END PRIVACY-ENHANCED MESSAGE-----