Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AMERICAN MOBILE SATELLITE CORPORATION
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------
(Title of Class of Securities)
02755R103
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(CUSIP Number)
Linda S. Martinson, Esq. (212) 759-7700
450 Park Avenue, Suite 2800, New York, NY 10022
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 1996
-----------------------------------------------------
(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 [ ].
(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
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).
SEC 1746 (12-91)<PAGE>
<PAGE>
Schedule 13D Amendment No. 2(continued)
CUSIP No. 02755R103 Page 2 of 7 Pages
- - --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Baron
- - --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- - --------------------------------------------------------------------------------
3 SEC USE ONLY
- - --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(C) OR 2(E) [ ]
- - --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- - --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 942,533*
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,701,400
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 942,533*
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,701,400
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,643,933*
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%*
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
* Includes 625,000 warrant shares.
<PAGE>
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
American Mobile Satellite Corporation
(b) Address of Issuer's Principal Executive Offices:
10802 Parkridge Boulevard
Reston, VA 22091
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Ronald Baron
(b) Business Address:
450 Park Avenue
Suite 2800
New York, NY 10022
(c) Present Principal Employment:
President: Baron Capital Management, Inc., BAMCO, Inc.,
Baron Capital, Inc.
450 Park Avenue
Suite 2800
New York, NY 10022
(d) Record of Convictions:
No material change.
(e) Record of Civil Proceedings:
No material change.
(f) Citizenship:
No material change.
Item 3. Source and Amount of Funds or Other Consideration
Reporting Person owns 42,533 shares of the Issuer directly,
paid for with cash for an aggregate purchase price of $795,199.
As General Partner of Baron Capital Partners, L.P. and
Baron Investment Partners, L.P. (The "Partnerships"),
an investment partnership, he directed the purchase of
275,000 shares for the account of the Partnerships for
an aggregate purchase price of $3,892,600. Those shares
were paid for by cash assets in the Partnerships' accounts
and by margin borrowings pursuant to the standard margin
agreement of Spear, Leeds & Kellogg. BCP also has a warrant
to purchase 625,000 shares of the Issuer which was
issued in connection with a guaranty of certain obiligations
of the Issuer as described in Item 6 hereof. An
additional 1,400,000 shares were purchased for an aggregate
purchase price of $27,787,190 for the accounts of two
investment companies registered under the Investment
Company Act of 1940, Baron Asset Fund and Baron Growth &
Income Fund, (the "Baron Funds"), which are advised by
BAMCO, Inc. ("BAMCO"), a registered investment adviser
which is controlled by Ronald Baron. An additional 301,400
shares were purchased for an aggregate purchase price of
$6,100,054 for the accounts of investment advisory clients
of Baron Capital Management, Inc.("BCM") a registered
<PAGE>
<PAGE>
Page 4 of 7 Pages
investment company controlled by Ronald Baron. All of those
shares were paid for by cash the assets in the accounts of
the investment companies and advisory clients.
Item 4. Purpose of Transaction
The securities referred to herein 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. Filing Person reserves the right to
discuss management and other proposals with other persons.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 1,701,400 shares in his capacity as
a controlling person of BAMCO and BCM. Reporting Person
disclaims that he is the beneficial owner of these shares.
(ii) 275,000 shares, plus 625,00 shares pursuant to the
warrant, in his capacity as General Partner of the
Partnerships. (iii) 42,533 shares personally.
(b) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
942,533*
(ii) shared power to vote or direct the vote:
1,701,400
(iii) sole power to dispose or to direct the disposition:
942,533*
(iv) shared power to dispose or direct the disposition:
1,701,400
Reporting Person may be deemed to share power to vote and
dispose of shares referred to herein as a result of his
control of the investment advisers for whose advisory clients
he is reporting. He may be deemed to have sole power to vote
and direct the disposition of the shares referred to above to
by reason of being a general partner of the Partnerships.
(c) A schedule of transactions effected in the last sixty days is
attached hereto.
(d) Ownership of More than Five Percent on Behalf of Another Person:
The investment advisory clients have the right to receive the
dividends from, or the proceeds from the sale of the securities
in their respective accounts. To the best of Reporting Person's
knowledge, no person has such interest relating to more than 5%
of the outstanding class of securities.
(e) Ownership of Less than Five Percent:
Not applicable.
* Includes 625,000 warrant shares.<PAGE>
<PAGE>
Page 5 of 7 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
In connection with Issuer's recent $225 million bank financing
arrangement with Morgan Guaranty Trust Company and The Toronto
Dominion Bank, Baron Capital Partners, L.P. agreed to act as
one of three guarantors with respect thereto and received
warrants to purchase 625,000 shares of the Issuer's common
stock. The documents concerning this transaction are filed with
the Issuer's Form 8-K dated July 2, 1996.
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 60 days of trading.
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.
Date: July 2, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
American Mobile Satellite (SKYC)
Transaction Schedule
From 05-01-96 To 07-01-96
Exec.
Date Account ID Quantity Price
- - -------- ---------- -------- --------
05-17-96 baf 30000 16.625
05-20-96 baf 50000 16.75
05-20-96 bgi 10000 16.75
05-21-96 baf 40000 17.125
05-21-96 bgi 5000 17
05-22-96 baf 15000 17.5
05-22-96 baf 10000 17.5
05-22-96 bgi 5000 17.5
05-23-96 baf 2500 17.375
05-23-96 baf 27500 17.5113
05-23-96 bgi 5000 17.5
05-24-96 baf 25000 17.6667
05-24-96 baf 2000 17.625
05-24-96 bgi 12500 17.6667
05-28-96 baf 5000 17.75
05-28-96 baf 23000 17.625
05-28-96 bcm4 500 17.625
05-28-96 bgi 3000 17.75
05-28-96 bgi 7000 17.625
05-29-96 baf 7500 17.625
05-30-96 baf 6000 18
05-30-96 baf 11000 18.111
05-30-96 bgi 2500 18.111
05-31-96 baf 50500 18.5
05-31-96 bgi 5000 18.5
06-03-96 baf 3000 17.875
06-03-96 baf 25000 18.004
06-03-96 baf 12500 18.125
06-03-96 bgi 2000 17.875
06-03-96 bgi 3000 18.004
06-04-96 bcm4 200 17.75
06-04-96 bip 15000 18.75
06-04-96 bip 5000 18.25
06-05-96 baf 50000 19.458
06-05-96 baf 10000 19.25
06-05-96 bgi 10000 19.458
06-05-96 bip 5000 19.5
06-06-96 baf 65000 18.75
06-06-96 bip 10000 18.75
06-07-96 baf 19500 18.625
06-07-96 bgi 5000 18.625
06-10-96 baf 30000 18.375
06-10-96 bgi 5000 18.375
06-11-96 baf 20000 18.25
06-11-96 bgi 5000 18.25
06-12-96 baf 20000 18.125
06-12-96 bgi 15000 18.125
06-13-96 baf 25000 17.2
06-14-96 baf 45000 17.625
06-14-96 bgi 10000 17.625
06-17-96 baf 5000 17.75
06-19-96 baf 5000 17.625
