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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)(1)
United States Satellite Broadcasting Company, Inc.
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(Name of Issuer)
Common Stock, $.0001 par value per share
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(Title of Class of Securities)
912534 20 3
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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)
May 7, 1997
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. SEE
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) 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 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 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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CUSIP No. 912534 20 3 13D Page 2 of 6 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marvin Lumber and Cedar Company
I.R.S. Identification No. 41-0396845
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 ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
7 SOLE VOTING POWER 1,323,525
NUMBER OF
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,323,525
REPORTING PERSON
WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,323,525
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 912534 20 3 13D Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
Common stock, $.0001 par value
United States Satellite Broadcasting Company, Inc. ("USSB")
3415 University Avenue
St. Paul, Minnesota 55114
ITEM 2. IDENTITY AND BACKGROUND.
REPORTING PERSON
(a), (b) AND (c). Marvin Lumber and Cedar Company, a Minnesota
corporation ("MLC"), is engaged in the manufacture and distribution of
windows, doors and related products. MLC's principal business and
principal office address is Highway 11 West, Warroad, Minnesota 56763.
DIRECTORS AND EXECUTIVE OFFICERS OF MLC
(Unless otherwise indicated, the address of each of the following is
c/o Marvin Lumber and Cedar Company, Highway 11 West, Warroad,
Minnesota 56763.)
Wm. S. Marvin; Director, Chairman of the Board and
Chief Executive Officer
Frank R. Marvin; Director and Vice Chairman
John W. Marvin; Director and Chief Operating Officer
George G. Marvin; Director and Group Vice President
Susan I. Marvin; Director and President
Robert W. Marvin; Director and Vice President
Transportation
Jerome B. Crary; Director, Chairman of the Board and
Chief Executive Officer, JRC & Associates, Ltd., 1313
Laura Street, Mendota Heights, Minnesota 55118
Elliot J. Larson; Chief Financial Officer and
Secretary
Dean Eckman; Director and Vice President Corporate
Planning
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CUSIP No. 912534 20 3 13D Page 4 of 6 Pages
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.)
Wm. S. Marvin
Frank R. Marvin
John W. Marvin
George G. Marvin
Susan I. Marvin
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 and as a
result was or is subject to 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 common 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. On May
7, 1997, MLC sold the shares of USSB Class A Common Stock purchased by
it in the IPO for aggregate consideration of $899,655.
ITEM 4. PURPOSE OF TRANSACTION.
All USSB securities held by MLC are held 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
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CUSIP No. 912534 20 3 13D Page 5 of 6 Pages
Schedule 13D.
ITEMS 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AND (b). MLC owns an aggregate of 1,323,525 shares of USSB common
stock, all of which were 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). Upon conversion of the shares of USSB common
stock owned by MLC (and assuming no other options, warrants, rights or
conversion privileges held by others are exercised), MLC would own
approximately 4.5% 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>
Percent of
Number of Shares Outstanding USSB
of USSB Class A Class A Common
Person Common Stock Stock (1)
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<S> <C> <C>
William S. Marvin 9,000 < 1%
John W. Marvin 16,100 < 1%
Robert W. Marvin 3,027 < 1%
George G. Marvin 275 < 1%
Elliot Larson 200 < 1%
Susan Marvin 100 < 1%
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(1) Computed for each person pursuant to the
provisions of Rule 13d-3(d)(1).
</TABLE>
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) The number of shares of USSB common stock detailed in Parts (a)
and (b) of this Item 5 takes into account any sales which have taken
place during the past 60 days.
Other than the sales of USSB common stock referenced in the
preceding paragraph, there were no other transactions in shares of
USSB common stock effected during the preceding 60 days by any of the
persons named in Item 2.
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CUSIP No. 912534 20 3 13D Page 6 of 6 Pages
(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, UNDERSTANDINGS 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 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.
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.
March 16, 1999
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(Date)
/s/ Elliot J. Larson
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(Signature)
Chief Financial Officer
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(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, PROVIDED, HOWEVER, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute
federal criminal violations (SEE 18 U.S.C. 1001).
