-----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, G9XPGZD7WEqWo7wdQDoEGRhSRqfzWXjyit598GoFbWftfxVQkm/mVRIPAcKMkrks pmZBqxChI4cFrxkaAssZfg== 0000918134-98-000036.txt : 19980406 0000918134-98-000036.hdr.sgml : 19980406 ACCESSION NUMBER: 0000918134-98-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980403 SROS: NASD 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: 98587294 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: BEAR STEARNS & CO INC /NY/ CENTRAL INDEX KEY: 0000918134 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133299429 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 115 SOUTH JEFFERSON RD CITY: WHIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 2017392202 MAIL ADDRESS: STREET 1: 115 SOUTH JEFFERSON RD CITY: WHIPPANY STATE: NJ ZIP: 07981 SC 13D/A 1 Page 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 ) Orion Network Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 68628k104 (CUSIP Number) Charles A. Nalbone, Bear, Stearns & Co. Inc. 115 South Jefferson Road, Whippany, NJ 07981 (973) 739-2202 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 25, 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 [ ] . Check the following box if a fee is being paid with this statement [ ] . (A fee is not required only if the reporting 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) Note: When filing this statement, in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Page 2 CUSIP NO. 68628k104 13D NAME OF REPORTING PERSON S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON: 1 BEAR, STEARNS & CO. INC. IRS #13-3299429 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS*: WC, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7 SOLE VOTING POWER: 0 8 SHARED VOTING POWER: 0 9 SOLE DISPOSITIVE POWER: 0 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): 0.0 14 TYPE OF REPORTING PERSON*: BD See Instructions Before Filling Out! Page 3 Schedule 13D Amendment No. 1 This statement constitutes Amendment No. 1 to the statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission by Bear, Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of the Common Stock of Orion Network Systems, Inc.(the "Issuer"). Item 3: Source and Amount of Funds or Other Consideration Not applicable. Item 5: Interest in Securities of the Issuer (as of 3/25/98) (a) The responses of Bear Stearns to Rows (11) through (13) of the cover page of this Amendment No. 1 to Schedule 13D are incorporated herein by reference. To the best of Bear Stearns' knowledge, none of its executive officers or directors beneficially own any Common Stock of the Issuer. (b) The responses of Bear Stearns to Rows (7) through (10) of the cover page of this Amendment No. 1 to Schedule 13D are incorporated herein by reference. (c) Since the date of its initial filing on Schedule 13D, Bear Stearns has effected transactions in the Common Stock of the Issuer. Information concerning transactions in the Common Stock effected by Bear Stearns is set forth on Appendix I. (d) Not Applicable. (e) On March 25, 1998, Bear Stearns tendered 1,239,573 shares of Orion Network Systems, Inc. Accordingly, Bear Stearns ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer since the date of its amended filing. Page 4 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. Dated: April 3, 1998 BEAR, STEARNS & CO. INC. By: /s/ Barry J. Cohen Senior Managing Director APPENDIX I BEAR, STEARNS & CO. INC. Orion Network Systems, Inc. Trades from 3/6/98 through 3/25/98 (Various Firm's Accounts) ***** 03/25 ***** 1,000- ORION NETWORK SYSTEMS INC XCH OA .00 759,675- ORION NETWORK SYSTEMS INC XCH OI .00 3,668- ORION NETWORK SYSTEMS INC XCH OI .00 ***** 03/23 ***** 323,598- ORION NETWORK SYSTEMS INC XCH OA .00 6,039- ORION NETWORK SYSTEMS INC XCH OA .00 (Various discretionary accounts) ***** 03/25 ***** 9,759- ORION NETWORK SYSTEMS INC XCH OI .00 5,551- ORION NETWORK SYSTEMS INC XCH OI .00 26,409- ORION NETWORK SYSTEMS INC XCH OI .00 4,613- ORION NETWORK SYSTEMS INC XCH OI .00 ***** 03/23 ***** 1,500- ORION NETWORK SYSTEMS INC XCH OA .00 14,142- ORION NETWORK SYSTEMS INC XCH OA .00 1,300- ORION NETWORK SYSTEMS INC XCH OA .00 1,000- ORION NETWORK SYSTEMS INC XCH OA .00 1,100- ORION NETWORK SYSTEMS INC XCH OA .00 8,043- ORION NETWORK SYSTEMS INC XCH OA .00 2,727- ORION NETWORK SYSTEMS INC XCH OA .00 59,124- ORION NETWORK SYSTEMS INC XCH OA .00 10,325- ORION NETWORK SYSTEMS INC XCH OA .00 -----END PRIVACY-ENHANCED MESSAGE-----