SCHEDULE 13G
CUSIP No. 68628K104 Page 1 of 16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____ )
Orion Network Systems, Inc.
---------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
68628K104
---------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ X ]. (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 in 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>
SCHEDULE 13G
CUSIP No. 68628K104 Page 2 of 16
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Venture Resources, Inc.
TIN#: 05-0315508
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
5. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
420,882
7. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
420,882
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
420,882
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%
12. TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 3 of 16
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Equity Partners VI, L.P.
TIN#: 05-0481063
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
180,392
7. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
180,392
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
180,392
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
12. TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 4 of 16
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources II, Inc.
TIN#: 05-0481064
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
180,392
7. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
180,392
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
180,392
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
12. TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 5 of 16
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources, Inc.
TIN#: 05-0401134
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
5. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
180,392
7. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
180,392
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
180,392
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
12. TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 6 of 16
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado II Corp.
TIN#: 05-0481110
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
180,392
7. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
180,392
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
180,392
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
12. TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 7 of 16
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Private Equity Co., Inc.
TIN#: 05-0471718
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
5. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
601,274
7. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
601,274
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
601,274
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12. TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 8 of 16
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chisholm Partners II, L.P.
TIN#: 05-0474058
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
142,156
7. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
142,156
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
142,156
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12. TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 9 of 16
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado IV Corp.
TIN#: 05-0474043
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
142,156
7. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
142,156
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
142,156
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12. TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 10 of 16
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado II L.P.
TIN#: 05-0474036
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
142,156
7. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
142,156
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
142,156
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12. TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 11 of 16
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Financial Group, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
5. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
601,274
7. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARE BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
601,274
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
601,274
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12. TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 12 of 16
Item 1) Name of Issuer: Orion Network Systems, Inc.
Item 1b) Address of Issuer's Principal Executive Offices:
2440 Research Blvd., Suite 400
Rockville, MD 20850
Item 2a) Name of Person Filing: 1) Fleet Venture Resources, Inc.
2) Fleet Equity Partners VI, L.P.
3) Fleet Growth Resources II, Inc.
4) Fleet Growth Resources, Inc.
5) Silverado IV Corp.
6) Fleet Private Equity Co., Inc.
7) Chisholm Partners II, L.P.
8) Silverado II Corp.
9) Silverado II, L.P.
10) Fleet Financial Group, Inc.
Item 2b) Principal Business Offices: For all entities cited in Item 2a) except
as noted:
111 Westminster Street
Providence, RI 02903
10) Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
Item 2c) Citizenship: as cited in Item 2a): 1) RI Corporation
2) DE Partnership
3) DE Corporation
4) RI Corporation
5) DE Corporation
6) RI Corporation
7) DE Partnership
8) DE Corporation
9) DE Partnership
10) RI Corporation
Item 2d) Class of Securities: Common Stock
Item 2e) CUSIP Number: 68628K104
Item 3) Not Applicable
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 13 of 16
Item 4) Ownership
Fleet Venture Resources, Inc. owns of record 2,800 shares of Series A
Preferred Stock and 933 shares of Series B Preferred Stock, which in aggregate
are convertible into 420,882 shares of Common Stock. In addition, Fleet Venture
Resources, Inc. owns 329,412 Contingent Common Stock Warrants which are
exercisable only if the Series A Preferred Stock is not converted to shares of
Common Stock, and 91,503 Contingent Common Stock Warrants which are exercisable
only if the Series B Preferred Stock is not converted to shares of Common Stock.
Fleet Equity Partners VI, L.P. owns of record 1,200 shares of Series A
Preferred Stock and 400 shares of Series B Preferred Stock, which in aggregate
are convertible into 180,392 shares of Common Stock. In addition, Fleet Equity
Partners VI, L.P. owns 94,118 Contingent Common Stock Warrants which are
exercisable only if the Series A Preferred Stock is not converted to shares
of Common Stock, and 39,215 Contingent Common Stock Warrants which are
exercisable only if the Series B Preferred stock is not converted to shares of
Common Stock.
Fleet Growth Resources II, Inc. is a General Partner of Fleet Equity
Partners VI, L.P., and as such may be deemed to possess indirect beneficial
ownership of the shares of Common Stock deemed beneficially held by Fleet Equity
Partners VI, L.P.
Fleet Growth Resources, Inc. owns all of the outstanding Common Stock of
Fleet Growth Resources II, Inc., and as such may be deemed to possess indirect
beneficial ownership of the shares of Common Stock deemed beneficially held by
Fleet Equity Partners VI, L.P.
Silverado IV Corp. is a General Partner of Fleet Equity Partners VI, L.P.,
and as such may be deemed to possess indirect beneficial ownership of the shares
of Common Stock deemed beneficially held by Fleet Equity Partners VI, L.P.
Fleet Private Equity Co., Inc. owns all of the outstanding Common Stock of
Fleet Venture Resources, Inc. and Fleet Growth Resources, Inc., and as such may
be deemed to possess indirect beneficial ownership of the shares of Common Stock
deemed beneficially held by Fleet Venture Resources, Inc. and Fleet Equity
Partners VI, L.P.
Chisholm Partners II, L.P. owns of record 1,000 shares of Series A
Preferred Stock which is convertible to 117,647 shares of Common Stock and
333.33 Options which are exercisable into 24,509 shares of Common Stock. In
addition, Chisholm Partners II, L.P. owns 117,647 Contingent Common Stock
Warrants which in are exercisable only if the Series A Preferred Stock is not
converted to shares of Common Stock.
Silverado II Corp. is the General Partner of Silverado II, L.P. which is
the General Partner of Chisholm Partners II, L.P., and as such may be deemed to
possess indirect beneficial ownership of the shares of Common Stock deemed
beneficially held by Chisholm Partners II, L.P.
Silverado II, L.P. is the General Partner of Chisholm Partners II, L.P., as
such may be deemed to possess indirect beneficial ownership of the shares of
Common Stock deemed beneficially held by Chisholm Partners II, L.P.
Fleet Financial Group, Inc. owns all of the outstanding Common Stock of
Fleet Private Equity Co., Inc., which owns Fleet Venture Resources, Inc. and
Fleet Growth Resources, Inc., and by virtue of the relationships previously
described, may thus be deemed to possess indirect beneficial ownership of the
shares of Common Stock deemed beneficially held by Fleet Venture Resources, Inc.
and Fleet Growth Resources, Inc.
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 14 of 16
Item 5) Not Applicable
Item 6) Not Applicable
Item 7) Not Applicable
Item 8) See Exhibit A
Item 9) Not Applicable
Item 10) Not Applicable
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 15 of 16
EXHIBIT A
Identification and Classification of Members of the Group:
Fleet Venture Resources, Inc. CO
Fleet Equity Partners VI, L.P. PN
Fleet Growth Resources II, Inc. CO
Fleet Growth Resources, Inc. CO
Silverado IV Corp. CO
Fleet Private Equity Co., Inc. CO
Chisholm Partners II, L.P. PN
Silverado II Corp. CO
Silverado II, L.P. PN
Fleet Financial Group, Inc. CO
<PAGE>
SCHEDULE 13G
CUSIP No. 68628K104 Page 16 of 16
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 14, 1996 FLEET VENTURE RESOURCES, INC.
/s/ Robert M. Van Degna
-------------------------------
By Robert M. Van Degna
Its Chairman & CEO
