-----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, ApjPtQsU2fwoQcgMUT7NMe9+jeeQr8fIww8nRsL6oVhePQ5cFIZnztsEvWZCLsBZ vcaRa7oHxoKUVXEEjy+qUA== 0000810902-96-000013.txt : 19970710 0000810902-96-000013.hdr.sgml : 19970710 ACCESSION NUMBER: 0000810902-96-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960703 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP CENTRAL INDEX KEY: 0000913665 STANDARD INDUSTRIAL CLASSIFICATION: 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: 96590530 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: BARON ASSET FUND CENTRAL INDEX KEY: 0000810902 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 136891420 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 PARK AVE STREET 2: STE 2800 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127597700 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: STE 2800 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D, AMENDMENT NO. 2 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. 2)* AMERICAN MOBILE SATELLITE CORPORATION ----------------------------------------------------- (Name of Issuer) COMMON STOCK ----------------------------------------------------- (Title of Class of Securities) 02755R103 ----------------------------------------------------- (CUSIP Number) Linda S. Martinson, Esq. (212) 759-7700 450 Park Avenue, Suite 2800, New York, NY 10022 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 2, 1996 ----------------------------------------------------- (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. 2(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 USA - - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 942,533* BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 1,701,400 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 942,533* -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,701,400 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,643,933* - - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%* - - -------------------------------------------------------------------------------- 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: 450 Park Avenue Suite 2800 New York, NY 10022 (c) Present Principal Employment: President: Baron Capital Management, Inc., BAMCO, Inc., Baron Capital, Inc. 450 Park Avenue Suite 2800 New York, NY 10022 (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 $795,199. As General Partner of Baron Capital Partners, L.P. and Baron Investment Partners, L.P. (The "Partnerships"), an investment partnership, he directed the purchase of 275,000 shares for the account of the Partnerships for an aggregate purchase price of $3,892,600. 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 obiligations of the Issuer as described in Item 6 hereof. An additional 1,400,000 shares were purchased for an aggregate purchase price of $27,787,190 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 301,400 shares were purchased for an aggregate purchase price of $6,100,054 for the accounts of investment advisory clients of Baron Capital Management, Inc.("BCM") a registered Page 4 of 7 Pages investment company controlled by Ronald Baron. All of those shares were paid for by cash the assets in the accounts of the investment companies and advisory clients. Item 4. Purpose of Transaction The securities referred to herein 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. Filing Person reserves the right to discuss management and other proposals with other persons. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: (i) 1,701,400 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) 275,000 shares, plus 625,00 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: 942,533* (ii) shared power to vote or direct the vote: 1,701,400 (iii) sole power to dispose or to direct the disposition: 942,533* (iv) shared power to dispose or direct the disposition: 1,701,400 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 the Partnerships. (c) A schedule of transactions effected in the last sixty 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. (e) Ownership of Less than Five Percent: Not applicable. * Includes 625,000 warrant shares. Page 5 of 7 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In connection with Issuer's recent $225 million bank financing arrangement with Morgan Guaranty Trust Company and The Toronto Dominion Bank, Baron Capital Partners, L.P. agreed to act as one of three guarantors with respect thereto and received warrants to purchase 625,000 shares of the Issuer's common stock. The documents concerning this transaction are filed with the Issuer's Form 8-K dated July 2, 1996. Item 7. Material to be Filed as Exhibits Exhibit 99 - 60 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: July 2, 1996 /s/ Ronald Baron _______________________________________ Ronald Baron EX-99 2 60-DAY TRANSACTION SCHEDULE American Mobile Satellite (SKYC) Transaction Schedule From 05-01-96 To 07-01-96 Exec. Date Account ID Quantity Price - - -------- ---------- -------- -------- 05-17-96 baf 30000 16.625 05-20-96 baf 50000 16.75 05-20-96 bgi 10000 16.75 05-21-96 baf 40000 17.125 05-21-96 bgi 5000 17 05-22-96 baf 15000 17.5 05-22-96 baf 10000 17.5 05-22-96 bgi 5000 17.5 05-23-96 baf 2500 17.375 05-23-96 baf 27500 17.5113 05-23-96 bgi 5000 17.5 05-24-96 baf 25000 17.6667 05-24-96 baf 2000 17.625 05-24-96 bgi 12500 17.6667 05-28-96 baf 5000 17.75 05-28-96 baf 23000 17.625 05-28-96 bcm4 500 17.625 05-28-96 bgi 3000 17.75 05-28-96 bgi 7000 17.625 05-29-96 baf 7500 17.625 05-30-96 baf 6000 18 05-30-96 baf 11000 18.111 05-30-96 bgi 2500 18.111 05-31-96 baf 50500 18.5 05-31-96 bgi 5000 18.5 06-03-96 baf 3000 17.875 06-03-96 baf 25000 18.004 06-03-96 baf 12500 18.125 06-03-96 bgi 2000 17.875 06-03-96 bgi 3000 18.004 06-04-96 bcm4 200 17.75 06-04-96 bip 15000 18.75 06-04-96 bip 5000 18.25 06-05-96 baf 50000 19.458 06-05-96 baf 10000 19.25 06-05-96 bgi 10000 19.458 06-05-96 bip 5000 19.5 06-06-96 baf 65000 18.75 06-06-96 bip 10000 18.75 06-07-96 baf 19500 18.625 06-07-96 bgi 5000 18.625 06-10-96 baf 30000 18.375 06-10-96 bgi 5000 18.375 06-11-96 baf 20000 18.25 06-11-96 bgi 5000 18.25 06-12-96 baf 20000 18.125 06-12-96 bgi 15000 18.125 06-13-96 baf 25000 17.2 06-14-96 baf 45000 17.625 06-14-96 bgi 10000 17.625 06-17-96 baf 5000 17.75 06-19-96 baf 5000 17.625 -----END PRIVACY-ENHANCED MESSAGE-----