-----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, Qokm0XOFMQDFvrzs1hU7sD4h4LfACo25BlZP2ICVA5DA8UTwBfR0zNa2ergUQnc3 jcOmZMydbDttIsZsq3XLWg== 0000093469-99-000011.txt : 19990604 0000093469-99-000011.hdr.sgml : 19990604 ACCESSION NUMBER: 0000093469-99-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES SATELLITE BROADCASTING CO INC CENTRAL INDEX KEY: 0001004314 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 411407863 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46075 FILM NUMBER: 99640104 BUSINESS ADDRESS: STREET 1: 3415 UNIVERSITY AVENUE CITY: ST PAUL STATE: MN ZIP: 55114 BUSINESS PHONE: 6126454500 MAIL ADDRESS: STREET 1: 3415 UNIVERSITY AVENUE STREET 2: 3415 UNIVERSITY AVENUE CITY: ST PAUL STATE: MN ZIP: 55114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PITTWAY CORP /DE/ CENTRAL INDEX KEY: 0000093469 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 135616408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 S WACKER DR STE 700 CITY: CHICAGO STATE: IL ZIP: 60606-5802 BUSINESS PHONE: 3128311070 MAIL ADDRESS: STREET 1: 200 S WACKER DR STE 700 CITY: CHICAGO STATE: IL ZIP: 60606-5802 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD SHARES INC DATE OF NAME CHANGE: 19900321 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD POWER & LIGHT CORP DATE OF NAME CHANGE: 19660905 SC 13D 1 SCHEDULE 13D FOR USSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) United States Satellite Broadcasting Company, Inc. (Name of Issuer) Class A Common Stock, $.0001 par value Title of Class of Securities 912534 10 4 (CUSIP Number) King Harris, 200 South Wacker Drive, Suite 700 Chicago, Illinois 60606-5802 (312/831-1070) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 28, 1999 (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 [ ] (Continued on the following pages) 13D CUSIP No. 912534 10 4 | Page 2 of 11 __________________________________________________________________ | 1) Name of Reporting Person | S.S. or I.R.S. Identification No. of Above Person | | Pittway Corporation | I.R.S. Identification No. 13-5616408 |_________________________________________________________________ | 2) Check the Appropriate Box if a Member of a Group | (a) [ ] | (b) [ ] |_________________________________________________________________ | 3) SEC Use Only | |_________________________________________________________________ | 4) Source of Funds | WC |_________________________________________________________________ | 5) Check if Disclosure of Legal Proceedings is Required | Pursuant to Items 2(d) or 2(e) | [ ] |_________________________________________________________________ | 6) Citizenship or Place of Organization | Delaware |_________________________________________________________________ | | 7) Sole Voting Power | Number of | 0 | Shares __________________________________________________ | Beneficially | 8) Shared Voting Power | Owned By | | Each __________________________________________________ | Reporting | 9) Sole Dispositive Power | Person | 0 | With __________________________________________________ | | 10) Shared Dispositive Power | | |_________________________________________________________________ | 11) Aggregate Amount Beneficially Owned by Each | Reporting Person | 0 |_________________________________________________________________ | 12) Check 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 |________________________________________________________________ 13D CUSIP No. 912534 10 4 | Page 3 of 11 __________________________________________________________________ | 1) Name of Reporting Person | S.S. or I.R.S. Identification No. of Above Person | | Pittway Corporation Charitable Foundation | I.R.S. Identification No. 36-6149938 |_________________________________________________________________ | 2) Check the Appropriate Box if a Member of a Group | (a) [ ] | (b) [ ] |_________________________________________________________________ | 3) SEC Use Only | |_________________________________________________________________ | 4) Source of Funds | WC |_________________________________________________________________ | 5) Check if Disclosure of Legal Proceedings is Required | Pursuant to Items 2(d) or 2(e) | [ ] |_________________________________________________________________ | 6) Citizenship or Place of Organization | Delaware |_________________________________________________________________ | | 7) Sole Voting Power | Number of | 0 | Shares __________________________________________________ | Beneficially | 8) Shared Voting Power | Owned By | | 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 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 | OO |________________________________________________________________ Page 4 of 11 Item 1. Security and Issuer Class A Common Stock, $.0001 par value United States Satellite Broadcasting Company, Inc. ("USSB") 3415 University Avenue St. Paul, Minnesota 55114 Item 2. Identity and Background Parts (a), (b) and (c)- Reporting Persons 1. Pittway Corporation (a Delaware corporation; "Pittway"), a manufacturer and distributor of electronic alarm equipment, 200 South Wacker Drive, Chicago, Illinois 60606. 2. Pittway Corporation Charitable Foundation ("the Foundation"), an Illinois not-for-profit corporation: its directors and officers are Irving B. Harris (chairman and director); Neison Harris (president and director); King Harris (vice president and director); William W. Harris (director); E. David Coolidge III (director); Paul R. Gauvreau (vice president and treasurer); William E. Zermuehlen (secretary), assistant secretary, Pittway Corporation. (Note 1) Directors and Executive Officers of Pittway (Unless otherwise indicated, the business address of each person is the same as Pittway) 3. Eugene L. Barnett, Director; 1621 Mission Hill Road, Northbrook, IL 60062 4. Robert L. Barrows, Director; lawyer, partner in Leonard, Street and Deinard, 150 South Fifth Street, Suite 2300, Minneapolis, Minnesota 55402 5. Fred Conforti, Vice President and Director; President of Pittway's Systems Technology Group Page 5 of 11 6. E. David Coolidge III, Director; Chief Executive Officer of William Blair & Company L.L.C., 222 West Adams Street, Chicago, IL 60606 7. Anthony Downs, Director; Senior Fellow, Brookings Institution, 1775 Massachusetts Avenue, NW, Washington, DC 20036 8. Leo A. Guthart, Vice Chairman and Director; Chairman of Pittway's Ademco Security Group 9. Irving B. Harris, Chairman of the Executive Committee and Director; Chairman of the Board of The Acorn Investment Trust, 2 N. LaSalle Street, Chicago, IL 60602 10. King Harris, President and Director 11. Neison Harris, Chairman and Director 12. William W. Harris, Director; Private investor, 2 N. LaSalle Street, Chicago, IL 60602 13. Jerome Kahn, Jr., Director; President of William Harris Investors, Inc., 2 N. LaSalle Street, Chicago, IL 60602 14. John W. McCarter, Jr., Director; President and Chief Executive Officer of The Field Museum of Natural History, Roosevelt Road at Lake Shore Drive, Chicago, IL 60605 15. Paul R. Gauvreau, Financial Vice President and Treasurer 16. Edward J. Schwartz, Vice President 17. Philip V. McCanna, Controller 18. James F. Vondrak, Secretary Persons Who May Be Deemed to Control Pittway (Unless otherwise indicated or reported above, (a) the persons named have no present principal occupation or employment and (b) the address of each person is c/o William Harris Investors, 2 N. LaSalle Street, Chicago, Il 60602) Page 6 of 11 19. Irving B. Harris 20. Neison Harris (Note 1) 21. The William W. Harris Trust f/b/o William W. Harris; trustees: Jerome Kahn, Jr. (employee of William Harris Investors, Inc. -"WHI", investment advisors), William W. Harris, Roberta Harris and Boardman Lloyd. WHI, a Delaware corporation, is owned by Irving B. Harris, William W. Harris, Virginia H. Polsky and Roxanne H. Frank. The directors and officers are Irving B. Harris (director and chairman), Jerome Kahn, Jr. (president and director), Jack R. Polsky (director and executive vice president) Michael S. Resnick (vice president and secretary), Peter E. Martin (vice president), Gary J. Neumayer (treasurer), Michael C. McQuinn (assistant treasurer) and Beth Stephens (assistant treasurer). 22. King W. Harris (Note 1) 23. June Harris Barrows 24. Estate of Sidney Barrows 25. Mary Ann Barrows Wark 26. Patricia Barrows Rosbrow, psychologist 27. Donna E. Barrows 28. Robert L. Barrows 29. Jerome Kahn, Jr. Trust, trustee: Jerome Kahn, Jr. 30. Irving Harris Foundation A, an Illinois not-for-profit corporation; its directors and officers are Roxanne H. Frank (president, secretary, treasurer and director); Nancy Meyer (vice president and director); Daniel Meyer (vice president and director); Thomas Meyer (vice president and director); Jerome Kahn, Jr. (assistant secretary); Jack R. Polsky (assistant treasurer). Page 7 of 11 31. Irving Harris Foundation B, an Illinois not-for-profit corporation; its directors and officers are Virginia H. Polsky (president, secretary, treasurer and director); Richard Polsky (vice president and director); James Polsky (vice president and director); Jack R. Polsky (vice president and director); Charles Polsky (vice president and director); George Polsky (vice president and director); Jean Polsky (vice president and director); Jerome Kahn, Jr. (assistant secretary); Beth Stephens (assistant treasurer). 32. Sidney and June Harris Barrows Foundation, a Minnesota not-for-profit corporation; its directors and officers are June Harris Barrows (president and director); Mary Ann Barrows Wark (vice president, treasurer and director); Robert L. Barrows (vice president, secretary and director); Patricia J. Rosbrow (vice president and director); William H. Barrows (vice president and director); Jerome Kahn, Jr. (assistant secretary); Jack R. Polsky (assistant treasurer). Note 1: Address is 333 Skokie Boulevard, Suite 114, Northbrook, Illinois 60062-1624. Irving B. Harris and Neison Harris are brothers and June Harris Barrows is their sister. William W. Harris is the son of Irving B. Harris, King W. Harris is the son of Neison Harris and Robert L. Barrows is the son of June Harris Barrows. All of the other persons named as Persons Who May Be Deemed to Control Pittway herein, together with other persons not separately named herein, (collectively, "the Harris Group"), are either (1) the children, grandchildren, great grandchildren or spouses of one of the six individuals named in this paragraph, or spouses of such children, grandchildren or great grandchildren, (2) trusts or custodial accounts for the benefit of such children, grandchildren or great grandchildren, or (3) persons who have granted voting and/or dispositive power to, or are affiliates of, one of the six individuals named in this paragraph. The custodians and at least one trustee of each such trust have either a family or business relationship with one or more of the six individuals named in this paragraph. Page 8 of 11 Because of the above described relationships, the Harris Group may be deemed to be a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the Rules and Regulations thereunder. By reason of beneficial ownership of stock of Pittway by themselves and the positions of certain of them with Pittway and its subsidiaries, certain of such persons may be deemed to be in control of Pittway. (d) During the last five years, none of the persons named above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the persons named above has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the persons named above is a citizen of, or entity organized in the United States. Item 3. Source and Amount of Funds or Other Consideration Not applicable. Item 4. Purpose of Transaction On December 14, 1998, Hughes Electronics Corporation ("Hughes"), a subsidiary of General Motors Corporation, announced that it had signed a definitive agreement with USSB to acquire the business and assets of USSB through a tender offer and subsequent merger. Under the agreement, USSB shareholders can elect to receive .3775 shares of General Motors Class H common stock ("Hughes Stock"), or cash of equivalent value, for each outstanding share of USSB Common and Class A Stock ("USSB Stock"). Based upon favorable market prices subsequent to the announcement, both Pittway and the Foundation sold all of their respective USSB Stock on the open market, except for 513,875 shares of USSB Common stock which were tendered by Pittway prior to the filing date of this Schedule 13D to Hughes for $18.00 cash. Page 9 of 11 Item 5. Interest in Securities of the Issuer Parts(a) and (b) There are no outstanding shares of USSB stock presently owned by either Pittway or the Foundation. The following table lists the number of shares of USSB Class A Common Stock beneficially owned by each of the other persons named in Item 2 (designated by the number corresponding to such name in Item 2) without regard to shares owned by Pittway and the related percentage of Class A Common Stock assumed outstanding for purposes of Schedule 13D. Number of Common and Per Cent of Class A Outstanding Person Shares* Class A Shares 24. Estate of Sidney Barrows 188,700 0.6% 25. Mary Ann Barrows Wark 15,000 0.0% 26. Patricia Barrows Rosbrow 15,000 0.0% 27. Donna E. Barrows 15,000 0.0% 28. Robert L. Barrows 15,000 0.0% 29. Jerome Kahn, Jr. Trust 5,000 0.0% 30. Irving Harris Foundation A 3,875 0.0% 31. Irving Harris Foundation B 3,875 0.0% 32. Sidney and June Harris Barrows Foundation 59,850 0.2% * Common shares are convertible into Class A shares on a one-for-one basis. Certain persons other than Pittway named in Item 2 have or may be deemed to have sole power to vote or direct the vote and to dispose or direct the disposition of shares owned by other persons named in the foregoing table by virtue of being a sole stockholder, custodian or trustee, or having a business relationship with custodians or trustees. In addition, such persons have or may be deemed to have shared voting and dispositive power over shares owned by other persons named in the foregoing table by virtue of being co-trustee or holding power of attorney. Except for the foregoing, each of the persons named in the foregoing table have sole power to vote and dispose of the shares shown for such person in the foregoing table. Page 10 of 11 WHI reports that in its discretion as an investment advisor it has sole dispositive power and shared voting power with respect to shares of USSB held by persons #24, 25-28 and 32. (c) The following table lists the transactions of USSB Common and Class A shares effected since the filing of Amendment No. 3 to Schedule 13D on April 30, 1999 by the persons named in Item 2 (designated by the number corresponding to such name in Item 2.) Date Person No. of Shares Price Transaction 5/03/99 1 (100,000) Common $17.75 Sale NASDAQ 5/04/99 1 (25,000) Common $17.75 Sale NASDAQ 5/05/99 1 (130,000) Common $17.79 Sale NASDAQ 5/07/99 1 (60,000) Common $17.88 Sale NASDAQ 5/10/99 2 (235,000) Class A $17.99 Sale NASDAQ 5/11/99 1 (50,000) Common $18.75 Sale NASDAQ 5/11/99 2 (1,000) Class A $18.75 Sale NASDAQ 5/12/99 1 (350,000) Common $18.66 Sale NASDAQ 5/13/99 1 (237,500) Common $18.66 Sale NASDAQ 5/18/99 1 (120,000) Common $18.01 Sale NASDAQ 5/19/99 1 (450,000) Common $18.15 Sale NASDAQ 5/28/99 1 (513,875) Common $18.00 Tender* * Shares were tendered prior to the filing date of this Schedule 13D in connection with the aforementioned tender offer and merger agreement by Hughes with USSB. (d) To the knowledge of the persons named in Item 2, no other person, except beneficiaries of certain of such trusts, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares owned by such persons. (e) Not applicable. Page 11 of 11 Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer The persons named in Item 2 above have no contracts, arrangements, understandings or relationships (legal or otherwise) among themselves or with any other person with respect to any securities of USSB, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits None. * * * * * * * * * * * * * * * * * * 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. June 3, 1999 (Date) PITTWAY CORPORATION By: /s/ Paul R. Gauvreau Paul R. Gauvreau Financial Vice President, Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----