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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _______)*
United States Satelite Broadcasting, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
91253
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(CUSIP Number)
David E. Simaitis One Nationwide Plaza 1-35-08 Columubus, OH 43216
(614) 249-7618
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July, 1990
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquistion 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 /X/. (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: 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 the
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).
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SCHEDULE 13D
<TABLE>
CUSIP NO. 91253 PAGE 2 OF 6 PAGES
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Nationwide Mutual Insurance Company |
| | 31-4177100 |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | ---- |
| | (b) [ ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | |
| | WC |
| | |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
| | TO ITEMS 2(d) OR 2(e) [ ] |
| | ---- |
| | |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | OHIO |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | |
| SHARES | | 5,065,500 |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 0 |
| |-------|-----------------------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 5,065,500 |
| | | |
| PERSON |-------|-----------------------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| WITH | | |
| | | 0 |
|-------------------------------|-------|-----------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 5,065,500 |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| | SHARES* [ ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.0% |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | |
| | I.C. |
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*SEE INSTUCTION BEFORE FILING OUT!
</TABLE>
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Initial Filing
Item 1 Security and Issuer.
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This statement relates to the common stock class of equity securities of
United States Satellite Broadcasting, Inc. ("USSB"), with principal executive
offices at 3415 University Avenue, St. Paul, Minnesota 55114.
Item 2. Identity and Background.
(a)-(b) Nationwide Mutual Insurance Company, One Nationwide Plaza, Columbus,
Ohio 43216, is a mutual insurance company organized under the laws of the State
of Ohio.
Directors of Reporting Person
<TABLE>
<CAPTION>
Name Address Principal Occupation
---- ------- --------------------
<S> <C> <C>
Lewis J. Alphin 519 Bethel Church Road Farm Owner and Operator
Mount Olive, North Carolina
28365
Richard D. Crabtree One Nationwide Plaza President and Chief
Columbus, Ohio 43216 Operating Officer
Nationwide Mutual
Insurance Company
Keith W. Eckel 1647 Falls Road Partner Fred W. Eckelsons
Clarks Summit, PA 18411 President Eckel Farms Inc.
Willard J. Engel 1100 East Main Street General Manager, Lyon
Marshall, Minnesota 56258 County Cooperative Oil
Company
Fred C. Finney 1558 West Moreland Road Farm Owner and Operator,
Wooster, Ohio 44691 Moreland Fruit Farm;
Operator Melrose Orchard
Charles L. Fuellgraf, Jr. 600 S. Washington Street Chief Executive Officer,
Butler, Pennsylvania 16001 Fuellgraf Electric Company,
Electrical Construction &
Engineering Services
Henry S. Holloway 1247 Stafford Road Farm Owner and Operator
Darlington, Maryland 21034
</TABLE>
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<TABLE>
<S> <C> <C>
D. Richard McFerson One Nationwide Plaza President and Chief
Columbus, Ohio 43216 Executive Officer,
Nationwide Insurance
Enterprise
David O. Miller 625 Country Club Dr., Apt. B6 President, Owen Potato
Newark, Ohio 43055 Farm, Inc.; Partner, M&M
Enterprises
C. Ray Noecker 2770 State Rte. 674 Farm Owner and Operator
Ashville, Ohio 43203
James F. Patterson 8765 Mulberry Road President, Patterson Farms,
Chesterland, Ohio 44026 Inc., Vice President
Pattersons, Inc.
Robert H. Rickel P.O. Box 15 Rancher
Bayview, Idaho 83803
Arden L. Shisler 2724 W. Lebanon Road President and Chief
Dalton, Ohio 44118 Executive Officer, K&B
Transport, Inc.
Robert L. Stewart 88740 Fairview Road Farm Owner and Operator;
Jewett, Ohio 43986 Owner and Operator,
Sunnydale Mining
Nancy C. Thomas 10235 Georgetown Road, N.E. Farm Owner and Operator
Louisville, Ohio 44641
Harold W. Weihl 14282 King Road Farm Owner and Operator
Bowling Green, Ohio 43402
</TABLE>
<TABLE>
<CAPTION>
Executive Officers of Reporting Person
---------------------------------------
Name Address Principal Occupation
---- ------- --------------------
<S> <C> <C>
D. Richard McFerson One Nationwide Plaza President & Chief Executive
Columbus, Ohio 43216 Officer Nationwide
Insurance Enterprise
</TABLE>
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<TABLE>
<S> <C> <C>
Galen R. Barnes One Nationwide Plaza President-Nationwide
Columbus, Ohio 43216 Insurance Enterprise
Richard D. Crabtree One Nationwide Plaza President and Chief
Columbus, Ohio 43216 Operating Officer
Nationwide Mutual
Insurance Company
Robert A. Oakley One Nationwide Plaza Executive Vice President -
Columbus, Ohio 43216 Chief Financial Officer
Robert J. Woodward, Jr. One Nationwide Plaza Executive Vice President -
Columbus, Ohio 43216 Chief Investment Officer
Gordon E. McCutchan One Nationwide Plaza Executive Vice President -
Columbus, Ohio 43216 Law and Corporate Services
and Secretary
W. Sidney Druen One Nationwide Plaza Senior Vice President -
Columbus, Ohio 43216 General Counsel and
Assistant Secretary
</TABLE>
All of the above named directors and executive officers of the reporting
person are hereinafter referred to as "Executive Officers."
(c) Inapplicable
(d)-(e) During the past five years, none of the above-named persons or the
Executive Officers have either been convicted in a criminal proceeding or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which as result thereof, subjected them to a judgment, decree or
final order enjoining future violations of, or probiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Inapplicable.
Item 3. Source and Amount of Funds or Other Consideration
- ---------------------------------------------------------
The source of the funds for the purchase of the stock of USSB was from the
working capital of Nationwide Mutual Insurance Company. The amount of the
purchase price was $ 20,000,000. No part of the purchase price of the stock of
USSB was borrowed.
Item 4. Purpose of Transaction
- -------------------------------
Nationwide Mutual Insurance Company purchased the subject securities strictly
for passive investment purposes. There are no other plans or proposals
regarding the subject securities which the reporting person may have.
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Item 5. Interest in Securities of the Issuer
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(a)-(b) As of June 5, 1996 the aggregate number and percentage of the class of
the subject securities, and the type of voting power attached therto, is as
follows:
Nationwide Mutual Insurance Company - 5,065,500- shares (sole power)
Executive Officers -0- shares
(c) With its independent working capital, Nationwide Mutual Insurance Company
("Nationwide") acquired, in an amount equal to $ 20,000,000, 44,280 shares at a
price per share of $ 451.67 of the subject securities in July of 1990; in
September of 1993 Nationwide exchanged its shares for an equal number of Class
A common shares to receive new common stock; in the fall of 1995 USSB
shareholders approved a 75 for-one split of the new common stock and
Nationwide held 5,688,000 shares; when USSB made an IPO on January 31, 1996,
Nationwide sold 622,500 shares at a price of $25.32 per share; purchases were
made from the subject company and the sale was made through the OTC market.
(d) No person, other than Nationwide Mutual Insurance Company, is known to have
the right to receive or the power to direct the receipt of dividends from or
the proceeds from the sale of, such securities.
(e) Inapplicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer
- ---------------------------
All shareholders owning more than 1,000 shares of the old stock were required
to enter into "Lock Up" Agreements, whereby the shareholders agreed not to
trade their shares for a period of 181 days after the IPO became effective, or
July 30, 1996.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Inapplicable
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
accurate.
June 6, 1996 NATIONWIDE MUTUAL INSURANCE COMPANY
/s/ John G. Powles
------------------------------------
John G. Powles
Vice President-Affiliate and Subsidiary
Investments
