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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
United States Satellite Broadcasting Company, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
912534104
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(CUSIP Number)
Peter G. Skinner
Dow Jones & Company, Inc.
200 Liberty Street
New York, New York 10281
(212) 416-2000
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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]. (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 less than five percent 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
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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CUSIP NO. 912534104 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
Dow Jones & Company, Inc.
I.R.S. Identification No.: 13-5034940
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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
Delaware
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7 SOLE VOTING POWER (4,411,800 shares of Common Stock
NUMBER OF 4,411,800 convertible into 4,411,800 shares
SHARES of Class A Common Stock)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,411,800 (See explanation in Row 7)
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,411,800 (See explanation in Row 7)
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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)
26.1% (Common Stock held by reporting person is 5.7% of the
outstanding Common Stock; 26.1% assumes conversion of all
Common Stock owned by reporting person into Class A Common
Stock)
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. Security and Issuer.
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This statement relates to the Class A Common Stock, $.0001 par value per
share (the "Class A Common Stock"), of United States Satellite Broadcasting
Company, Inc., a Minnesota corporation (the "Issuer"), whose principal executive
offices are at 3415 University Avenue, St. Paul, Minnesota 55114.
ITEM 2. Identity and Background.
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This statement is being filed by Dow Jones & Company, Inc., a Delaware
corporation ("Dow Jones"), whose principal business is publishing and
distributing business news and information. Dow Jones is subject to the
informational requirements of the Act and in accordance therewith files reports
and other information with the Commission. The address of its principal
business and its principal office is 200 Liberty Street, New York, New York
10281. The executive officers and directors of Dow Jones, and their principal
occupations and citizenship, are as follows:
(a) Rand V. Araskog, a Director, is the Chairman and Chief Executive
Officer of ITT Corporation, 1330 Avenue of the Americas, New York, New York
10019, and is a United States citizen.
(b) Christopher Bancroft, a Director, 200 Liberty Street, New York, New
York 10281, is a United States citizen.
(c) Kenneth L. Burenga, President, Chief Operating Officer and a Director
of Dow Jones, 200 Liberty Street, New York, New York 10281, is a United
States citizen.
(d) William C. Cox, Jr., a Director and Executive Director/Client Relations
of Dow Jones, 200 Liberty Street, New York, New York 10281, is a United
States citizen.
(e) Thomas G. Hetzel, Comptroller of Dow Jones, 200 Liberty Street, New
York, New York 10281, is a United States citizen.
(f) Irvine O. Hockaday, Jr., a Director, is the President and Chief
Executive Officer of Hallmark Cards, Inc., P.O. Box 419580, Kansas City,
Missouri 64141, and is a United States citizen.
(g) Vernon E. Jordan, Jr., a Director, is a senior partner with Akin, Gump,
Strauss, Hauer & Feld, 1333 New Hampshire Avenue, N.W., Washington, D.C. 20036,
and is a United States citizen.
(h) Peter R. Kann, Chairman of the Board and Chief Executive Officer of Dow
Jones, 200 Liberty Street, New York, New York 10281, is a United States
citizen.
Page 3 of 7
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(i) David K.P. Li, a Director, is the Chief Executive Officer of The Bank
of East Asia Ltd., 10 Des Voeux Road Central, Hong Kong, and is a citizen of
Hong Kong.
(j) Jane C. MacElree, a Director, 200 Liberty Street, New York, New York
10281, is a United States citizen.
(k) James H. Ottaway, Jr., Senior Vice President and a Director of Dow
Jones, 200 Liberty Street, New York, New York 10281, is a United States
citizen.
(l) Donald E. Petersen, a Director, 200 Liberty Street, New York, New York
10281, is a United States citizen.
(m) Warren H. Phillips, a Director, 200 Liberty Street, New York, New York
10281, is a United States citizen.
(n) James Q. Riordan, a Director, 200 Liberty Street, New York, New York
10281, is a United States citizen.
(o) Martha S. Robes, a Director, 200 Liberty Street, New York, New York
10281, is a United States citizen.
(p) Kevin J. Roche, Vice President/Finance and Chief Financial Officer of
Dow Jones, 200 Liberty Street, New York, New York 10281, is a United States
citizen.
(q) Carlos Salinas de Gortari, a Director, 200 Liberty Street, New York,
New York 10281, is a citizen of Mexico.
(r) Peter G. Skinner, Senior Vice President of Dow Jones, 200 Liberty
Street, New York, New York 10281, is a United States citizen.
(s) Carl M. Valenti, Senior Vice President and a Director of Dow Jones,
200 Liberty Street, New York, New York 10281, is a United States citizen.
(t) Richard D. Wood, a Director, 200 Liberty Street, New York, New York
10281, is a United States citizen.
Mr. Cox is the brother of Mrs. MacElree. Mr. Cox and Mrs. Mac Elree
are first cousins of Mr. Bancroft and Mrs. Robes. Mr. Bancroft and Mrs. Robes
are also first cousins. Mr. Bancroft, Mr. Cox, Mrs. MacElree and Mrs. Robes,
certain of their relatives, and certain trusts and charitable organizations
established by them owned beneficially, as of January 1, 1996, shares of Dow
Jones accounting for approximately 68% of the votes represented by the
outstanding capital stock of Dow Jones. Mr. Bancroft, Mr. Cox, Mrs. MacElree and
Mrs. Robes, trusts as to which they or certain of their relatives are trustees
or have beneficial or reversionary interests, and the trustees of such trusts,
may be deemed to be in control of Dow Jones.
None of the foregoing individuals or organization has been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years. None of the foregoing individuals or
organization, during the last five years, has been a party to a civil proceeding
as a result of which such individual or organization was or is subject to a
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.
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ITEM 3. Source and Amount of Funds or Other Consideration.
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In January 1994, Dow Jones purchased 4.91% of the capital stock of the
Issuer for $25,000,200, $20,000,200 of which was paid in cash and $5,000,000 in
the form of an advertising and services credit. The funds for the purchase were
provided by working capital. On January 31, 1996, Dow Jones' shares of the
Issuer's stock were converted into shares of Common Stock, $.0001 par value per
share (the "Common Stock") as a result of a recapitalization of the Issuer in
connection with an initial public offering of its new Class A Common Stock.
ITEM 4. Purpose of Transaction.
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Dow Jones acquired the securities of the Issuer for investment purposes.
Although Peter G. Skinner, the General Counsel, Secretary and President of
Television Operations of Dow Jones, is a director of the Issuer, Dow Jones does
not intend to participate actively in the management or affairs of the Issuer.
Neither Dow Jones nor any other person named in Item 2 above has any present
plans or proposals which relate to or would result in any transactions of the
nature described in Item 4 of Schedule 13D.
At the time of the acquisition of the securities of the Issuer, the Issuer
agreed with Dow Jones that Dow Jones shall have development rights with respect
to business and financial programming and shall be the exclusive third-party
provider of business and financial programming carried on the Issuer's
programming other than such as may be included as incidental programming by the
Issuer's other programmers. Dow Jones has the right to require the Issuer to
broadcast up to six hours per weekday of such programming if such programming
becomes available.
ITEM 5. Interest in Securities of the Issuer.
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Dow Jones beneficially owns 4,411,800 shares of Common Stock. Each share
of Common Stock is convertible, at the option of Dow Jones, into one share of
Class A Common Stock at any time after July 29, 1996.
Upon conversion (and if no other holders of Common Stock exercised their
conversion privileges), Dow Jones would own 26.1% of the outstanding shares of
Class A Common Stock. The 4,411,800 shares of Common Stock which the Company
currently holds represents 5.7% of the outstanding Common Stock. The Company has
the sole power to vote and to dispose of the foregoing shares of Common Stock.
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Dow Jones acquired the securities of the Issuer in January 1994 in a
privately negotiated purchase transaction with the Issuer. The securities were
acquired for an aggregate purchase price of $25,000,200. On February 1, 1996,
Peter G. Skinner, a director of the Issuer and the General Counsel, Secretary
and President of Television Operations of Dow Jones, acquired 1,000 shares of
Class A Common Stock at a price of $27.00 per share.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
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Under the terms of an underwriting agreement dated January 31, 1996, Dow
Jones, along with certain other holders of the Issuer's 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 relating to any additional shares of Class A Common Stock or
securities convertible into or exchangeable or exercisable for any shares of
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 the Issuer, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. Material to be Filed as Exhibits.
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None.
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Signature.
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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.
June 11, 1996
DOW JONES & COMPANY, INC.
By: /s/ Peter G. Skinner
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Peter G. Skinner
Senior Vice President
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