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. 1)*
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)
-----------------------------------------------------
(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. 1(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 317,533
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,696,400
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 317,533
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,696,400
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,013,933
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
American Mobile Satellite Corp.
(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 price of $795,199. As General
Partner of Baron Capital Partners, L.P. and Baron Investment
Partners, L.P.(the "Partnerships"), investment partnerships, 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. An additional 1,395,000 shares were
purchased for an aggregate purchase price of $27,699,065 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
<PAGE>
<PAGE>
Page 4 of 7 Pages
Baron Capital Management, Inc.("BCM") a registered 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
No material change.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 1,696,400 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 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:
317,533
(ii) shared power to vote or direct the vote:
1,696,400
(iii) sole power to dispose or to direct the disposition:
317,533
(iv) shared power to dispose or direct the disposition:
1,696,400
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 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No material change.<PAGE>
<PAGE>
Page 5 of 7 Pages
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: June 18, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 04-18-96 To 06-17-96
Exec.
Date Account ID Quantity Price
- -------- -------- -------- --------
05-17-96 baf 30,000 16.625
05-20-96 baf 50,000 16.75
05-20-96 bgi 10,000 16.75
05-21-96 baf 40,000 17.125
05-21-96 bgi 5,000 17
05-22-96 baf 15,000 17.5
05-22-96 baf 10,000 17.5
05-22-96 bgi 5,000 17.5
05-23-96 baf 2,500 17.375
05-23-96 baf 27,500 17.5113
05-23-96 bgi 5,000 17.5
05-24-96 baf 25,000 17.6667
05-24-96 baf 2,000 17.625
05-24-96 bgi 12,500 17.6667
05-28-96 baf 5,000 17.75
05-28-96 baf 23,000 17.625
05-28-96 bcm 500 17.625
05-28-96 bgi 3,000 17.75
05-28-96 bgi 7,000 17.625
05-29-96 baf 7,500 17.625
05-30-96 baf 6,000 18
05-30-96 baf 11,000 18.111
05-30-96 bgi 2,500 18.111
05-31-96 baf 50,500 18.5
05-31-96 bgi 5,000 18.5
06-03-96 baf 3,000 17.875
06-03-96 baf 25,000 18.004
06-03-96 baf 12,500 18.125
06-03-96 bgi 2,000 17.875
06-03-96 bgi 3,000 18.004
06-04-96 bcm 200 17.75
06-04-96 bip 15,000 18.75
06-04-96 bip 5,000 18.25
06-05-96 baf 50,000 19.458
06-05-96 baf 10,000 19.25
06-05-96 bgi 10,000 19.458
06-05-96 bip 5,000 19.5
06-06-96 baf 65,000 18.75
06-06-96 bip 10,000 18.75
06-07-96 baf 19,500 18.625
06-07-96 bgi 5,000 18.625
06-10-96 baf 30,000 18.375
06-10-96 bgi 5,000 18.375
06-11-96 baf 20,000 18.25
06-11-96 bgi 5,000 18.25
06-12-96 baf 20,000 18.125
06-12-96 bgi 15,000 18.125
06-13-96 baf 25,000 17.2
06-14-96 baf 45,000 17.625
06-14-96 bgi 10,000 17.625
06-17-96 baf 5,000 17.75
