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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
United States Satellite Broadcasting Company, Inc.
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(Name of Issuer)
Class A Common Stock, $.0001 par value
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(Title of Class of Securities)
912534 10 4
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(CUSIP Number)
Elliot J. Larson, Highway 11 West
Warroad, Minnesota 56763 (218/386-1430)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1996
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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 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 [ X ]
(Continued on the following pages)
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13D
CUSIP No. 912534 10 4
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Marvin Lumber and Cedar Company
I.R.S. Identification No. 41-0396845
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2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds
WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
[ ]
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6) Citizenship or Place of Organization
Minnesota
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Number of 7) Sole Voting Power
Shares 1,416,025
Beneficially ----------------------------------------
Owned By 8) Shared Voting Power
Each ----------------------------------------
Reporting 9) Sole Dispositive Power
Person 1,416,025
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10) Shared Dispositive Power
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,416,025
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13) Percent of Class Represented By Amount in Row (11)
10.3%
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14) Type of Reporting Person
CO
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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 PERSON
1. Marvin Lumber and Cedar Company (a Minnesota corporation; "MLC");
engaged in the manufacture and distribution of windows, doors and
related products, Highway 11 West, Warroad, Minnesota 56763.
DIRECTORS AND EXECUTIVE OFFICERS OF MLC
(Unless otherwise indicated, the business address of each person is the
same as MLC)
2. Wm. S. Marvin; Director, Chairman of the Board and Chief Executive
Officer
3. Frank R. Marvin; Director and Vice Chairman
4. John W. Marvin; Director and Chief Operating Officer
5. George G. Marvin; Director and Group Vice President
6. Susan I. Marvin; President
7. Robert W. Marvin; Vice President Transportation
8. Charles C. Marvin; Director
9. Conway Marvin; Vice President Administration
10. Jerome B. Crary; Director; Chairman of the Board and Chief Executive
Officer, JRC & Associates, Ltd., 1313 Laura Street,
Mendota Heights, MN 55118
11. Elliot J. Larson; Chief Financial Officer and Secretary
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12. Duane Fausher; Vice President Human Resources
13. Dean Eckman; Vice President Corporate Planning
14. Duff Marshall; Vice President Sales
PERSONS WHO MAY BE DEEMED TO CONTROL MLC
(The address of each of the following is c/o Marvin Lumber and Cedar
Company, Highway 11 West, Warroad, Minnesota 56763)
15. Wm. S. Marvin
16. Frank R. Marvin
17. John W. Marvin
18. George G. Marvin
19. Susan I. Marvin
20. Robert W. Marvin
(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
In connection with a 1993 private placement, MLC purchased 17,647 shares of
USSB stock for an aggregate purchase price of $7,499,975. Pursuant to a
recapitalization of USSB, such shares were converted, on a 75-for-one basis,
into 1,323,525 shares of USSB Common Stock. Additionally, in connection with
USSB's January 1996 initial public offering (the "IPO"), MLC purchased 92,500
shares of USSB Class A Common Stock for an aggregate purchase price of
$2,497,500.
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ITEM 4. PURPOSE OF TRANSACTION.
The USSB securities are held by MLC as an investment. MLC does not have
any present plans or proposals which relate to, or would result in, any of the
actions described in sections (a) through (j) of the Instructions to Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Parts (a) and (b)
MLC owns an aggregate of 1,323,525 shares of USSB Common Stock, all of
which are convertible, at the option of MLC, into 1,323,525 shares of USSB Class
A Common Stock at any time after July 29, 1996 (see Item 6). Additionally, MLC
owns 92,500 shares of USSB Class A Common Stock. Upon conversion of MLC's USSB
Common Stock (and assuming no other options, warrants, rights or conversion
privileges held by others are exercised), and taking into account the 92,500
shares of Class A Common Stock acquired by MLC in the IPO, MLC would own 10.3%
of the outstanding shares of USSB Class A Common Stock.
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, and the related
percentage of outstanding USSB Class A Common Stock owned by such person.
<TABLE>
<CAPTION>
Number of Percent of
Shares of Outstanding
USSB Class A USSB Class A
Person Common Stock Common Stock(1)
-------- ------------ ---------------
<S> <C> <C>
William S. Marvin 27,586 .2%
John W. Marvin 3,700 < .1%
Charles C. Marvin 827 < .1%
Robert W. Marvin 827 < .1%
George G. Marvin 275 < .1%
Elliot Larson 125 < .1%
Susan Marvin 100 < .1%
Conway Marvin 82 < .1%
</TABLE>
(1) Computed for each person pursuant to the provisions of Rule 13d-3(d)(1).
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The persons set forth above each have sole power to vote or direct the vote
and to dispose or direct the disposition of their shares.
(c) On July 3, 1996, through CS First Boston Corporation, Frank R. Marvin
and Elliot J. Larson sold 1,379 and 137 shares of USSB Class A Common Stock,
respectively, at $36.25 and $37.25 per share, respectively. The number of
shares of USSB Class A Common Stock detailed in Parts (a) and (b) of this Item
5 takes such sales into account.
Other than the aforementioned sales of USSB Class A Common Stock referenced
in the preceding paragraph, there were no other transactions in shares of USSB
Class A Common Stock effected during the preceding 60 days by any of the persons
named in Item 2.
(d) No other person has the right to receive dividends from, or the
proceeds from the sale of, the shares owned by such persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Under the terms of an Underwriting Agreement, dated January 31, 1996, MLC,
along with certain other shareholders of shares of USSB Common Stock, agreed
that, for a period of 180 days after January 31, 1996, it will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, or
file with the Securities and Exchange Commission a registration statement under
the Securities Act of 1933 relating to any additional shares of USSB Class A
Common Stock or securities convertible into or exchangeable or exercisable for
any shares of USSB Class A Common Stock, or disclose the intention to make any
such offer, sale, pledge, disposal or filing, without the prior written consent
of CS First Boston Corporation, an underwriter named in the agreement, subject
to certain limited exceptions.
Except for the aforementioned agreement, 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 the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profit, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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.
August 19, l996
(Date)
MARVIN LUMBER AND CEDAR COMPANY
By /s/ Elliot J. Larson
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Elliot J. Larson
Chief Financial Officer
and Secretary
