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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____0______)*
COMSAT CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
20564D10
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(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).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 the
disclosures provides 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).
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CUSIP No.20564D10 13G Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON Provident Investment Counsel
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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 CITIZENSHIP OR PLACE OF ORGANIZATION California
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NUMBER OF 5 SOLE VOTING POWER 0
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 1961100
OWNED BY -----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER 2610000
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2610000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5%
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12 TYPE OF REPORTING PERSON* CO, IA
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*SEE INSTRUCTION BEFORE FILING OUT!
Page 2 of 10 pages
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CUSIP No.20564D10 13G Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON Robert Marvin Kommerstad
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER OF 5 SOLE VOTING POWER 0
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 1961100
OWNED BY -----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER 2610000
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2610000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5%
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12 TYPE OF REPORTING PERSON* IN, HC
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* SEE INSTRUCTION BEFORE FILING OUT!
Pages 3 of 10 pages
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ITEM 1.
(a) NAME OF ISSUER: Comsat Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
6560 Rock Spring Drive Bethesda, MD 20817
ITEM 2.
(a) NAME OF PERSON FILING: This statement is being filed by
(i) Provident Investment Counsel, a California corporation and registered
investment adviser ("IA"), and (ii) Robert Marvin Kommerstad, a shareholder
of IA ("Shareholder") (collectively, the "Reporting Persons"). Shareholder
controls IA by virtue of Shareholder's position as the sole voting trustee
of a voting trust which holds all of the outstanding securities of IA.
IA's beneficial ownership of the Common Stock is direct as a
result of IA's discretionary authority to buy, sell, and vote shares of
such Common Stock for its investment advisory clients. Shareholder's
ownership of Common Stock is indirect as a result of Shareholder's stock
ownership in IA, and is reported solely because Rule 13d-1(a) and (b) under
the Securities Exchange Act of 1934, as amended, requires any person who is
"directly or indirectly" the beneficial owner of more than five percent of
any equity security of a specified class to file a Schedule 13G within the
specified time period. The answers in blocks 6, 8, 9 and 11 on page 3
above and in responses to item 4 by Shareholder are given on the basis of
the "indirect" beneficial ownership referred to in such Rule, based on the
direct beneficial ownership of Common Stock by IA and the relationship of
the Shareholder to IA referred to above.
Information with respect to each Reporting Person is given solely
by the respective Reporting Person, and no Reporting Person undertakes
hereby any responsibility for the accuracy or completeness of such
information concerning any other Reporting Person.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
IA's Principal Business Office is located at:
300 North Lake Avenue, Pasadena, CA 91101-4022.
Shareholder's Principal Business Office is located at:
300 North Lake Avenue, Pasadena, CA 91101-4022.
(c) CITIZENSHIP:
IA is a California corporation.
Shareholder is a United States citizen.
Page 4 of pages
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(d) TITLE OF CLASS OF SECURITIES:
Common Stock
(e) CUSIP NUMBER:
20564D10
ITEM 3. IF THIS STATEMENT IS FILED PURSUANTIf TO RULE 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the act
(d) / / Investment Company registered under section 8 of the
Investment Company Act
(e) /x/ Investment Adviser registered under section 203 of the
Investment Advisers Act
[IA]
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) /x/ Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
[Shareholder]
(h) / / Group, in accordance with Section 240.13d1-(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: Reporting Persons each directly or
indirectly beneficially own 2610000 shares of Common Stock. IA's
beneficial ownership is direct and the Shareholder's beneficial ownership
is indirect.
(b) PERCENT OF CLASS: 6.5%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote:
Page 5 of pages
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IA and Shareholder share the power to vote 1961100
shares. No other person has the power to vote
such shares.
IA and Shareholder have no power to vote 648900
shares for which they have dispositive power.
(iii) sole power to dispose or to direct the disposition
of: 0
(iv) shared power to dispose or to direct the disposition
of:
IA and Shareholder share with each other the power
to dispose all 2610000 shares for which they have
direct or indirect beneficial ownership. They do
not share this power with any other person.
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
IA, a registered investment adviser, and Shareholder, its
controlling shareholder, have the right or the power to direct
the receipt of dividends from Common Stock, and to direct the
receipt of proceeds from the sale of Common Stock to IA's
investment advisory clients. No single investment advisory
client of IA owns more than 5% of the Common Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Shareholder is considered the equivalent of a parent holding
company for purposes of this Schedule 13G. IA is considered
Shareholder's subsidiary, and acquired the security being
reported on by Shareholder. IA is a registered investment
adviser. See Exhibit B.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
Page 6 of pages
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
Page 7 of pages
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
February 9, 1994
PROVIDENT INVESTMENT COUNSEL
By:
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Thad Brown
Chief Financial Officer
and Senior Vice-President
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Robert Marvin Kommerstad
Page 8 of pages
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EXHIBITS
EXHIBIT A Statement With Respect To Joint Filing Of Schedule 13G
EXHIBIT B Identification and Classification of Subsidiary Which Acquired
Security Being Reported On By the Parent Holding Company
Page 9 of pages
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EXHIBIT A
STATEMENT WITH RESPECT TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that any statement of Schedule 13G to be
filed with the Securities and Exchange Commission by any of the
undersigned, including any amendment thereto, with respect to securities of
Comsat Corporation may be filed by any of the undersigned as a joint filing
on behalf of all of the undersigned.
February 9, 1994
PROVIDENT INVESTMENT COUNSEL
By:
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Thad Brown
Chief Financial Officer
and Senior Vice-President
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Robert Marvin Kommerstad
Page 10 of pages
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EXHIBIT B
IDENTIFICATION AND CLASSIFICATION OF
SUBSIDIARY WHICH ACQUIRED SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY
IA, a registered investment adviser, acquired "beneficial ownership"
of the securities being reported on as a result of its discretionary
authority to acquire, dispose and (with respect to certain of such
securities) vote the securities being reported on. Under a series of SEC
no-action letters, including the letter issued to WARREN BUFFET AND
BERKSHIRE HATHAWAY, INC. (available December 5, 1986), Shareholder is
considered the equivalent of the parent holding company of IA and is
therefore eligible to report his indirect beneficial ownership in such
shares on Schedule 13G.
Page 11 of pages
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