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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ORION NETWORK SYSTEMS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
68628K104
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(CUSIP Number)
Charles E. Gaba, Esq.
British Aerospace North America, Inc.
15000 Conference Center Drive
Chantilly, Virginia 20151
(703) 227-1510
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 26, 1998
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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 / /.
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 disclosure
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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SCHEDULE 13D
CUSIP No. 68628K104 Page 2 of Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
British Aerospace North America, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Source of Funds* N/A
5 Check box if disclosure of legal proceedings is required pursuant to
item 2(d) or 2(e) / /
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 4,107,203
Each
Reporting 9 Sole Dispositive Power
Person
With
10 Shared Dispositive Power
4,107,203
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,107,203
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
17.6%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 68628K104 Page 3 of Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
British Aerospace Plc
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Source of Funds*
N\A
5 Check box if disclosure of legal proceedings is required pursuant to
item 2(d) or 2(e) / /
6 Citizenship or Place of Organization
England and Wales
7 Sole Voting Power
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 4,107,203
Each
Reporting 9 Sole Dispositive Power
Person
With
10 Shared Dispositive Power
4,107,203
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,107,203
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
17.6%
14 Type of Reporting Person*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 2 to the original statement of beneficial
ownership on Schedule 13D filed by the parties hereto on February 10, 1997 has
been prepared to report the sale of 2,736,775 shares of Issuer Common Stock by
BANA. Defined terms used herein that are not otherwise defined herein have the
meanings ascribed to them in the Reporting Persons' original Schedule 13D
filing.
Item 5. Interest in Securities of the Issuer
Items 5(a) and (c) are hereby amended to read as follows:
(a) BANA owns 1,099,003 shares of Common Stock and 52,636 shares of
Series C Stock that as of February 1, 1998 were convertible into 3,007,771
shares of Common Stock. BANA also owns the Debenture. The Debenture had an
original principal amount of $50,000,000. As a result of conversions, as of
March 9, 1998, the remaining principal amount of the Debenture was $6,000,
convertible into approximately 429 shares of Common Stock of the Issuer. As of
March 9, 1998 BANA owns or has an immediate right to acquire upon conversion a
total of 4,107,203 shares of Common Stock or approximately 17.6% of the total
number of shares of Common Stock issued and outstanding, as calculated in
accordance with Rule 13d-3(d)(1). As of March 9, 1998 BANA would also be
entitled to an additional 18,548 shares of Common Stock of the Issuer (in
payment of accrued dividend payments), assuming full conversion on that date of
BANA's Series C Stock, based a determination price of $17.50 per share of Issuer
Common Stock. In addition, W. Anthony Rice, a director of the Issuer, has the
options to acquire 20,000 shares of Common Stock. Mr. Rice is entitled to
exercise the options for a price equal to 100% of the fair market value of
Common Stock as of the date his options were granted.
As a result of its ownership of all of the issued and outstanding
shares of BANA, PLC may be deemed to be the indirect beneficial owner of all of
the shares of Common Stock and Convertible Instruments owned directly by BANA.
Mr. Rice has sole ownership of the option to acquire shares held in his name,
and he disclaims beneficial ownership of any Common Stock or Convertible
Instruments owned by BANA.
(c) From February 26, 1998 through March 5, 1998 BANA sold 2,736,775
shares of Common Stock of the Issuer. Details of the transactions are set forth
in Annex A hereto. Neither of the Reporting Persons and none of the other
persons named in response to Item 2 hereof have purchased any shares of Common
Stock of the Issuer since the filing of the Reporting Persons' previous
amendment to their statement on Schedule 13D.
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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.
Date: March 11, 1998
BRITISH AEROSPACE NORTH AMERICA, INC.
By: /s/ Charles E. Gaba
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Name: Charles E. Gaba
Title: Vice President
BRITISH AEROSPACE Plc
By: /s/ David Parkes
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Name: David Parkes
Title: Assistant Secretary
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ANNEX A
Date of Sale Number of Shares Sold Price Per Share(1)
February 26, 1998 450,000 $17.50
March 2, 1998 350,000 $17.50
March 5, 1998 536,775 $17.75
March 5, 1998 1,400,000 $17.50
All of the foregoing transactions in shares of the Issuer's Common Stock were
broker arranged private resales made on behalf of BANA.
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1 All per share prices presented are net of all commissions, mark-ups or
other broker compensation amounts.
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