-----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, AUGIGSHtDi+/r5nDGOLhRQk3dEXPQCzgAz9nAEFEYoSOwuSF7Iv7MSknsJzIuLcz s5idNd8fuBgK3NywisQGbg== 0000889812-98-000809.txt : 19980401 0000889812-98-000809.hdr.sgml : 19980401 ACCESSION NUMBER: 0000889812-98-000809 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980331 SROS: NASD GROUP MEMBERS: BRITISH AEROSPACE HOLDINGS INC GROUP MEMBERS: BRITISH AEROSPACE PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORION NETWORK SYSTEMS INC/NEW/ CENTRAL INDEX KEY: 0001029850 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 522008654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51491 FILM NUMBER: 98582325 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD STE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012588101 MAIL ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: ORION NEWCO SERVICES INC DATE OF NAME CHANGE: 19961231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRITISH AEROSPACE HOLDINGS INC CENTRAL INDEX KEY: 0000864587 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 15000 CONFRENCE CENTER DRIVE CITY: CHANTILLY STATE: VA ZIP: 20151 SC 13D/A 1 AMENDMENT NO. 3 TO GENERAL STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* ORION NETWORK SYSTEMS, INC. --------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 68628K104 --------- (CUSIP Number) Charles E. Gaba, Esq. British Aerospace North America, Inc. 15000 Conference Center Drive Chantilly, Virginia 20151 (703) 227-1510 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 20, 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 / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosure 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). SCHEDULE 13D CUSIP No. 68628K104 Page 2 of Pages --------- ----- 1 Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person British Aerospace North America, Inc. 2 Check the Appropriate Box If a Member of a Group* a. / / b. / / 3 SEC Use Only 4 Source of Funds* N/A 5 Check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e) / / 6 Citizenship or Place of Organization Delaware Number of 7 Sole Voting Power Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 68628K104 Page 3 of Pages --------- ----- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person British Aerospace Plc 2 Check the Appropriate Box If a Member of a Group* a. / / b. / / 3 SEC Use Only 4 Source of Funds* N\A 5 Check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e) / / 6 Citizenship or Place of Organization England and Wales Number of 7 Sole Voting Power Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* CO, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 3 to the original statement of beneficial ownership on Schedule 13D filed by the parties hereto on February 10, 1997 has been prepared to report the disposition by BANA of all of its shares of Issuer Common Stock in the merger between the Issuer and a subsidiary of Loral. Defined terms used herein that are not otherwise defined herein have the meanings ascribed to them in the Reporting Persons' original Schedule 13D filing or the subsequent amendments thereto. Item 5. Interest in Securities of the Issuer Items 5(a), (d) and (e) are hereby amended to read as follows: (a) As of March 20, 1998 neither of the Reporting Persons and none of the other persons named in response to Item 2 hereof own any shares of Common Stock of the Issuer. (c) On March 20, 1998 Sub was merged with and into the Issuer, pursuant to the terms of an agreement and plan of merger between and among the Issuer, Loral and Sub dated October 7, 1997. As a result of this merger all of the 4,130,183 shares of Common Stock of the Issuer beneficially owned by BANA immediately prior to the merger (consisting of 1,099,435 certificated shares of Issuer Common Stock and 3,030,748 shares of Issuer Common Stock representing the principal amount and accrued but unpaid dividends on 52,636 shares of the Issuer's Series C Stock, on an "as converted" basis) were canceled and retired and were converted into the right to receive 2,955,269.841 shares of the common stock, par value $.01 per share of Loral. As of the close of trading on the New York Stock Exchange on March 20, 1998, the reported closing price per share of Loral common stock was $27 13/16. Neither of the Reporting Persons and none of the other persons named in response to Item 2 hereof have purchased any shares of Common Stock of the Issuer since the filing of the Reporting Persons' most recent previous amendment to their statement on Schedule 13D. (e) On March 20, 1998, as a result of the merger of Sub with and into the Issuer and the resulting cancellation and retirement of all shares of the capital stock of the Issuer (and the conversion of such shares into the right to receive shares of common stock of Loral) the Reporting Persons ceased to be the holders of more than 5% of the issued and outstanding shares of Common Stock of the Issuer. Page 4 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: March 26, 1998 BRITISH AEROSPACE NORTH AMERICA, INC. By: /s/ Charles E. Gaba ---------------------------------- Name: Charles E. Gaba Title: Vice President BRITISH AEROSPACE Plc By: /s/ David Parkes ---------------------------------- Name: David Parkes Title: Assistant Secretary Page 5 -----END PRIVACY-ENHANCED MESSAGE-----