UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
(Name of Issuer)
Common Stock, $.0001 par value per share
(Title of Class of Securities)
912534104
(CUSIP Number)
Check the following box if a fee is being paid with this statement |X|. (A
fee is not required only if the filing 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).
*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 in 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).
SEC 1745 (2/92) Page 1 of 7
0252015.01
<PAGE>
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CUSIP NO. 912534104 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated
- - -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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5 SOLE VOTING POWER
-0- shares
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----------------------------------------------------
6 SHARED VOTING POWER
3,694,425 shares
----------------------------------------------------
7 SOLE DISPOSITIVE POWER
-0- shares
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,694,425 shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,694,425 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- - --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.94% (Assuming all of the 70,585,600 shares of Common Stock currently
outstanding are converted into Class A Common Stock, the reporting person would
own approximately 4.43% of the then outstanding Class A Common Stock. See Item 4
below)
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 912534104 13G Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) |_|
(b) |_|
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3 SEC USE ONLY
- - -------------------------------------------------------- ----------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- - --------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0- shares
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
---------------------------------------------------
6 SHARED VOTING POWER
3,694,425 shares
---------------------------------------------------
7 SOLE DISPOSITIVE POWER
-0- shares
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,694,425 shares
- - --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,694,425 shares
- - --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- - --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.94% (Assuming all of the 70,585,600 shares of Common Stock currently
outstanding are converted into Class A Common Stock, the reporting person would
own approximately 4.43% of the then outstanding Class A Common Stock. See Item 4
below)
- - --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer: United States Satellite Broadcasting Company, Inc.
(b) Address of Issuer's Principal Executive Offices:
3415 University Avenue
St. Paul, MN 55114
Item 2.
(a) Name of Person Filing: Vulcan Ventures Incorporated
(b) Business Address of Person Filing:
110 - 100th Avenue N. E., Suite 550
Bellevue, WA 98004
(c) Citizenship: Washington corporation
(d) Title of Class of Securities:
Class A Common Stock, $.0001 par value
(e) CUSIP Number: 912534104
Item 3. Filings pursuant to Rule 13d-1(b) or 13d-2(b)
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned: 3,694,425 shares (comprised of (i) 165,000
shares of Class A Common Stock and (ii) 3,529,425 shares of Common Stock which
are convertible on a one-for-one basis into shares of Class A Common Stock at
the option of the holder).
(b) Percent of Class: 22.94% (Percentage ownership is calculated in
accordance with SEC Rule 13d-3 and is based on 12,792,725 shares of Class A
Common Stock outstanding as of August 1, 1996, and assumes that the 3,529,425
shares of Common Stock held by the reporting person are deemed converted into
shares of Class A Common Stock and outstanding pursuant to SEC Rule
13d-3(d)(1)(i), but that none of the other 67,056,175 shares of Common Stock
outstanding as of August 1, 1996 are deemed converted and outstanding. Assuming
the conversion of all outstanding shares of Common Stock held by all holders
into shares of Class A Common Stock, the reporting person would own
approximately 4.43% of the then outstanding Class A Common Stock.)
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote: -0- shares
(ii) shared power to vote or to direct the vote: 3,694,425 shares
0252015.01 Page 4 of 7
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(iii) sole power to dispose or to direct the disposition of: -0- shares
(iv) shared power to dispose or to direct the disposition of: 3,694,425 shares
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
Not applicable
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: August 5, 1996
VULCAN VENTURES INCORPORATED
/s/ Paul G. Allen
----------------------------
By: Paul G. Allen, President
0252015.01 Page 5 of 7
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Item 1.
(a) Name of Issuer: United States Satellite Broadcasting Company, Inc
(b) Address of Issuer's Principal Executive Offices:
3415 University Avenue
St. Paul, MN 55114
Item 2.
(a) Name of Person Filing: Paul G. Allen
(b) Business Address of Person Filing:
110 - 100th Avenue N. E., Suite 550
Bellevue, WA 98004
(c) Citizenship: U.S. Citizen
(d) Title of Class of Securities: Class A Common Stock, $.0001 par value
(e) CUSIP Number: 912534104
Item 3. Filings pursuant to Rule 13d-1(b) or 13d-2(b)
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned: 3,694,425 shares (comprised of (i) 165,000
shares of Class A Common Stock and (ii) 3,529,425 shares of convertible Common
Stock which are convertible on a one-for-one basis into shares of Class A Common
Stock at the option of the holder). All of such shares are held by the reporting
person indirectly through Vulcan Ventures Incorporated, a company 100% owned by
the reporting person.
(b) Percent of Class: 22.94% (Percentage ownership is calculated in
accordance with SEC Rule 13d-3 and is based on 12,792,725 shares of Class A
Common Stock outstanding as of August 1, 1996, and assumes that the 3,529,425
shares of Common Stock held by the reporting person are deemed converted into
shares of Class A Common Stock and outstanding pursuant to SEC Rule
13d-3(d)(1)(i), but that none of the other 67,056,175 shares of Common Stock
outstanding as of August 1, 1996 are deemed converted and outstanding. Assuming
the conversion of all outstanding shares of Common Stock held by all holders
into shares of Class A Common Stock, the reporting person would own
approximately 4.43% of the then outstanding Class A Common Stock.)
0252015.01 Page 6 of 7
<PAGE>
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote: -0- shares
(ii) shared power to vote or to direct the vote: 3,694,425 shares
(iii) sole power to dispose or to direct the disposition of:
-0- shares
(iv) shared power to dispose or to direct the disposition of: 3,694,425 shares
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
Not applicable
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: August 5, 1996
/s/ Paul G. Allen
--------------------------------
Paul G. Allen
0252015.01 Page 7 of 7
