UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
United States Satellite Broadcasting Company, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
912534104
(CUSIP Number)
July 1, 1997
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
[x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d)
*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 provided 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).
<PAGE>
WA02A/69560.1
SCHEDULE 13G
CUSIP No. 912534104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Torray Fund - I.R.S No.: 521710083
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,200,000
-------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING
POWER -0-
-------------------------------------------------------------
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,200,000
WITH -------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
-------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000
- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IV
- ----------------------------------------------------------------------
<PAGE>
Item 1.
(a) Name of Issuer: United States Satellite Broadcasting
Company, Inc.
(b) Address of Issuer's Principal Executive Offices:
3415 University Avenue
St. Paul, Minnesota 55114
Item 2.
(a) Name of Person Filing: The Torray Fund
(b) Address of Principal Business Office or, if none, Residence:
The Torray Fund
6610 Rockledge Drive, Suite 450
Bethesda, MD 20817-1869
(c) Citizenship: Massachusetts
(d) Title of Class of Securities: Class A Common Stock
(e) CUSIP Number: 912534104
Item 3. If this statement is filed pursuant 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) [x] Investment company registered under section 8 of the
Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with
Section 240.13d-1(b)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Section 240.13d-1(b)
(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c), check this box
[ ].
Item 4. Ownership
The information in items 1 and 5-11 on the cover page
(p. 2) of the statement on Schedule 13G is hereby
incorporated by reference.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
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WA02A/69560.1
(a) By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of such securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purposes or
effect.
<PAGE>
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.
Dated: 3/17/98
TORRAY FUND
By: /s/ William M. Lane
------------------------------
Name: William M. Lane
Title: President
