-----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, TyKgk/P4GbiaZyK88WRwwsoPZUHdFm+ns1LnMHaGzcPAenDMdtk50ZSBMRZHG4tC SeoO1SawVvFisUfNO6BMtw== 0000889812-98-000620.txt : 19980313 0000889812-98-000620.hdr.sgml : 19980313 ACCESSION NUMBER: 0000889812-98-000620 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980312 SROS: NASD GROUP MEMBERS: BRITISH AEROSPACE HOLDINGS INC GROUP MEMBERS: BRITISH AEROSPACE PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORION OLDCO SERVICES INC CENTRAL INDEX KEY: 0000885376 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 521271418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45415 FILM NUMBER: 98564315 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD STE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012588101 FORMER COMPANY: FORMER CONFORMED NAME: ORION NETWORK SYSTEMS INC/DE/ DATE OF NAME CHANGE: 19940627 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. 2 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. 2)* 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) February 26, 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 7 Sole Voting Power Number of Shares Beneficially 8 Shared Voting Power Owned By 4,107,203 Each Reporting 9 Sole Dispositive Power Person With 10 Shared Dispositive Power 4,107,203 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,107,203 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 17.6% 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 7 Sole Voting Power Number of Shares Beneficially 8 Shared Voting Power Owned By 4,107,203 Each Reporting 9 Sole Dispositive Power Person With 10 Shared Dispositive Power 4,107,203 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,107,203 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 17.6% 14 Type of Reporting Person* CO, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 2 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 sale of 2,736,775 shares of Issuer Common Stock by BANA. Defined terms used herein that are not otherwise defined herein have the meanings ascribed to them in the Reporting Persons' original Schedule 13D filing. Item 5. Interest in Securities of the Issuer Items 5(a) and (c) are hereby amended to read as follows: (a) BANA owns 1,099,003 shares of Common Stock and 52,636 shares of Series C Stock that as of February 1, 1998 were convertible into 3,007,771 shares of Common Stock. BANA also owns the Debenture. The Debenture had an original principal amount of $50,000,000. As a result of conversions, as of March 9, 1998, the remaining principal amount of the Debenture was $6,000, convertible into approximately 429 shares of Common Stock of the Issuer. As of March 9, 1998 BANA owns or has an immediate right to acquire upon conversion a total of 4,107,203 shares of Common Stock or approximately 17.6% of the total number of shares of Common Stock issued and outstanding, as calculated in accordance with Rule 13d-3(d)(1). As of March 9, 1998 BANA would also be entitled to an additional 18,548 shares of Common Stock of the Issuer (in payment of accrued dividend payments), assuming full conversion on that date of BANA's Series C Stock, based a determination price of $17.50 per share of Issuer Common Stock. In addition, W. Anthony Rice, a director of the Issuer, has the options to acquire 20,000 shares of Common Stock. Mr. Rice is entitled to exercise the options for a price equal to 100% of the fair market value of Common Stock as of the date his options were granted. As a result of its ownership of all of the issued and outstanding shares of BANA, PLC may be deemed to be the indirect beneficial owner of all of the shares of Common Stock and Convertible Instruments owned directly by BANA. Mr. Rice has sole ownership of the option to acquire shares held in his name, and he disclaims beneficial ownership of any Common Stock or Convertible Instruments owned by BANA. (c) From February 26, 1998 through March 5, 1998 BANA sold 2,736,775 shares of Common Stock of the Issuer. Details of the transactions are set forth in Annex A hereto. 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' previous amendment to their statement on Schedule 13D. 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 11, 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 ANNEX A Date of Sale Number of Shares Sold Price Per Share(1) February 26, 1998 450,000 $17.50 March 2, 1998 350,000 $17.50 March 5, 1998 536,775 $17.75 March 5, 1998 1,400,000 $17.50 All of the foregoing transactions in shares of the Issuer's Common Stock were broker arranged private resales made on behalf of BANA. - -------------------- 1 All per share prices presented are net of all commissions, mark-ups or other broker compensation amounts. Page 6 -----END PRIVACY-ENHANCED MESSAGE-----