Page 1 of 13 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
United States Satellite Broadcasting Company, Inc.
(Name of Issuer)
Class A Common Stock $.0001 Par Value
(Title of Class of Securities)
912534104
(CUSIP Number)
William M Lane
6610 Rockledge Drive, Suite 450
Bethesda, MD 20817-1869
(301) 493-4600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 30, 1998
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [x].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
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.
<PAGE>
Page 2 of 13 Pages
SCHEDULE 13D
CUSIP No. 912534104
<TABLE>
<CAPTION>
1 NAMES OF REPORTING PERSONS
<S> <C>
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert E. Torray
- ------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- ------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,000,000
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,510,000 (See Item 5)
EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,000,000
WITH ________________________________________________________________
10 SHARED DISPOSITIVE POWER
6,510,000 (See Item 5)
- -------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
- -------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
(See Item 5)
- -------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
- -------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS
<PAGE>
Page 3 of 13 Pages
SCHEDULE 13D
CUSIP No. 912534104
<TABLE>
<CAPTION>
1 NAMES OF REPORTING PERSONS
<S> <C>
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert E. Torray & Co., Inc. - I.R.S. ID No: 52-0956142
- ------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,000,000
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,000,000
WITH ________________________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
- ------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
- ------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- ----------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS
<PAGE>
Page 4 of 13 Pages
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 912534104
1 NAMES OF REPORTING PERSONS
<S> <C>
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Torray Corporation - I.R.S. ID No: 52-1669198
- -------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
____Maryland_______________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 3,370,000
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,370,000
WITH ________________________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,370,000
- ------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
- ------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- ------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS
<PAGE>
Page 5 of 13 Pages
Item 1. Security and Issuer.
Class A Common Stock
United States Satellite Broadcasting Company, Inc.
3415 University Avenue
St. Paul, Minnesota 55114
Item 2. Identity and Background.
This statement is being filed pursuant to a Joint Filing Agreement (attached as
Exhibit 1 and incorporated herein by reference) by (i) Robert E. Torray, (ii)
Robert E. Torray & Co., Inc., and (iii) The Torray Corporation (sometimes
collectively referred to as the "Reporting Persons"). Robert E. Torray owns
approximately 64% of the outstanding voting securities of The Torray Corporation
and approximately 80% of the outstanding voting securities of Robert E. Torray &
Co., Inc.
The information required by this Item for each of the Reporting
Persons (Items 2(a) - 2(c) and 2(f)) is set forth in Appendix 1 hereto. The
information required by this Item for each officer, director, and partner and
each controlling person, if any, of certain Reporting Persons is set forth in
Appendix 2 hereto.
(d) During the last five years, none of the Reporting Persons, nor
any officer or director of any Reporting Person, have been
convicted in a criminal proceeding.
(e) During the last five years, none of the Reporting Persons, nor
any officer or director of any Reporting Person, have been a
party to a civil proceeding the result of which was or is to
enjoin future violations of, or prohibit or mandate activities
subject to, federal or state securities laws or a civil
proceeding finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The funds used by the Reporting Person to purchase the Shares have come
from: (i) Robert E. Torray - Personal Funds ($5,892,600); (ii) Robert E. Torray
& Co., Inc. - Other (available investable cash in managed client accounts)
($25,620,000); and (iii) The Torray Corporation - Other (available investable
cash in client accounts) ($18,531,800).
Item 4. Purpose of Transaction.
Securities of the Issuer beneficially owned by the Reporting Persons as set
forth herein were purchased for investment purposes. Depending upon their
evaluation of the Issuer's business and prospects, and upon future developments
(including, but not limited to, performance of the Issuer's shares in the
Market, availability of funds, alternative uses of funds, stock market and
general economic conditions), any of the Reporting Persons, or other entities
that may be affiliated with any of the Reporting Persons, may from time to time
purchase the Issuer's shares, and may from time to time dispose of all or a
portion of the Issuer's shares held by such persons, or cease buying or selling
such shares. Any additional purchases or sales of the Issuer's shares may be in
open market or privately-negotiated transactions or otherwise. If invited to
serve as a director of the Issuer, Mr. Torray would consider such a position.
Except as described in this Item 4, none of the Reporting Persons nor, to the
best knowledge of such persons, any other person named in Appendix 2 to this
Schedule 13D, has formulated any plans or proposals which relate to or would
result in any matter required to disclosed in response to parts (a) through (j)
of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) As of April 30, 1998, the Reporting Persons beneficially owned
in the aggregate 8,510,000 shares of the Issuer's Class A
Common Stock, constituting approximately 36% of the
outstanding shares of the Issuer's Class A Common Stock (based
on information supplied by the Issuer on April 30, 1998, which
indicated there were 23,587,800 shares outstanding). Of the
aggregated shares being reported, (i) Robert E. Torray
individually owns or has beneficial ownership of 2,140,000
shares; (ii) Robert E. Torray & Co., Inc. owns 3,000,000
shares in respect of
<PAGE>
Page 6 of 13 Pages
its clients; and (iii) The Torray Corporation owns 3,370,000
shares in respect of its clients. By virtue of the
relationships described above in Item 2, Robert E. Torray may
be deemed to have indirect beneficial ownership of the
Issuer's shares directly owned by Robert E. Torray & Co., Inc.
and The Torray Corporation. Robert E. Torray disclaims all
such beneficial ownership.
(b) Of the aggregate shares being reported, (i) Robert Torray has
sole power to vote or to direct the vote, and the sole power
to dispose or to direct the disposition of, the 2,000,000
shares of Common Stock beneficially owned by him and described
herein, and may be deemed to have shared power to vote or to
direct the vote, and the shared power to dispose or to direct
the disposition of, the 140,000 shares of Common Stock owned
by his wife; (ii) Robert E. Torray & Co., Inc. has sole power
to vote or to direct the vote, and the sole power to dispose
or to direct the disposition of, the 3,000,000 shares of
Common Stock beneficially owned by it and described herein;
and (iii) The Torray Corporation has sole power to vote or to
direct the vote, and the sole power to dispose or to direct
the disposition of, the 3,370,000 shares of Common Stock
beneficially owned by it and described herein.
The Issuer currently has two classes of shares: (i) Class A
Common Stock for which there were 23,587,800 shares
outstanding as of April 30, 1998, and which are publicly
traded; and (ii) Common Stock for which there were 66,222,975
shares outstanding as of April 30, 1998, and which are
privately held and not publicly traded on any exchange or
otherwise. The Reporting Persons beneficially own
approximately 36% of the Issuer's Class A Common Stock. The
Class A Common Stock shareholders have exclusive voting rights
for 20% of the Issuer's 12 Board of Director seats. The Common
Stock shareholders, however, are entitled to ten votes per
share of the remaining Board of Directors seats and for
various issues relating to the Issuer. As of April 30, 1998,
the officers and directors of the Issuer owned 85.2% of the
outstanding Common Stock and had approximately 83.5% of the
total voting power.1/ Therefore, because the percentage of
Class A Common Stock outstanding is only equivalent to
approximately 26% of the total shares outstanding of both
classes of the Issuer's shares, and the power to vote which
can be exercised by Class A Common Stock shareholders is only
10% of the power to vote which can be exercised by Common
Stock shareholders (in relation to 80% of the 12 Board seats),
the ability of the Reporting Persons to exercise their voting
power is substantially less than would otherwise be indicated
by their 36% ownership of Class A Common Stock shares.
(c) The Reporting Persons acquired the following shares of Class A
Common Stock on April 30, 1998 at the price per share of
$8.54: (i) Robert E. Torray - 690,000 shares; (ii) Robert E.
Torray & Co., Inc. - 3,000,000 shares; and (iii) The Torray
Corporation - 2,170,000 shares. All shares were purchased in a
single negotiated transaction at the stated price per share of
$8.54.
The table below sets forth purchases of shares by Robert E.
Torray (in addition to the April 30, 1998 purchase) during the
last 60 days. All of such purchases were effected by Robert E.
Torray through the Nasdaq National Market.
- --------
1/ The total voting power of the officers and directors of the
Issuer is based on a mathematical calculation using
percentages stated in the Issuer's most recent Schedule 10-K
on March 17, 1998, and may not be accurate in light of the
April 30, 1998 percentages.
<PAGE>
Page 7 of 13 Pages
<TABLE>
<CAPTION>
Approximate Price Per Share
(in dollars)
Date Amount of Shares (exclusive of commissions)
<S> <C>
3/2/98 90,000 9.246
3/3/98 150,000 10.275
3/4/98 75,000 9.987
3/5/98 20,000 9.679
3/6/98 10,000 9.937
3/9/98 30,000 9.937
3/10/98 15,000 10.000
3/20/98 25,000 9.500
3/23/98 55,000 9.096
3/24/98 20,000 9.125
3/25/98 35,000 9.491
3/26/98 15,000 9.270
3/27/98 25,000 9.250
3/30/98 25,000 9.068
3/31/98 15,000 9.250
4/1/98 10,000 9.250
4/2/98 10,000 9.468
4/3/98 20,000 9.687
4/8/98 30,000 9.062
4/14/98 25,000 9.375
</TABLE>
(d) Not applicable.
(e) The various clients of Robert E. Torray & Co., Inc. and The
Torray Corporation have the right to receive and the power to
direct the receipt of dividends from, or the proceeds of the
sale of the shares of stock held in their accounts. No such
individual right or power relates to more than five percent of
the class.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
<PAGE>
Page 8 of 13 Pages
Exhibit 1: Joint Filing Agreement.
Appendix 1: Name, Address, Place of Origination, and Principal
Business of Each Reporting Person Required by Item 2.
Appendix 2: Each Officer and Director of Each Reporting Person
Required by Item 2.
<PAGE>
Page 9 of 13 Pages
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.
ROBERT E. TORRAY
Date: 5/11/98 By: /s/ Robert E. Torray
Robert E. Torray
ROBERT E. TORRAY & CO., INC.
Date: 5/11/98 By: /s/ William M Lane
William M Lane, Vice President
THE TORRAY CORPORATION
Date: 5/11/98 By: /s/ William M Lane
William M Lane, Vice President
<PAGE>
Page 10 of 13 Pages
Appendix 1
Item 2
(a) Name: Robert E. Torray
(b) Residence or business address:
6610 Rockledge Drive, Suite 450
Bethesda, MD 20817-1869
(c) Present principal occupation:
Investment Adviser
(d)-(e) (See Item 2 at Page 5)
(f) Citizenship: United States of America
- ------------------------------------------------------------------------------
(a) Name: Robert E. Torray & Co., Inc.
(b) Residence or business address:
6610 Rockledge Drive, Suite 450
Bethesda, MD 20817-1869
(c) Present principal occupation:
A Registered investment adviser
(d)-(e) (See Item 2 at Page 5)
(f) Place of origination: Maryland
- ------------------------------------------------------------------------------
(a) Name: The Torray Corporation
(b) Residence or business address:
6610 Rockledge Drive, Suite 450
Bethesda, MD 20817-1869
(c) Present principal occupation:
A Registered investment adviser
(d)-(e) (See Item 2 at Page 5)
(f) Place of origination: Maryland
<PAGE>
Page 11 of 13 Pages
Appendix 2
EXECUTIVE OFFICERS AND DIRECTORS OF ROBERT E. TORRAY & CO., INC.
Name: Robert E. Torray
Citizenship: United States
Business Address: 6610 Rockledge Drive, Suite 450
Bethesda, MD 20817-1869
Title: Chairman of the Board
Name: Douglas C. Eby
Citizenship: United States
Business Address: 6610 Rockledge Drive, Suite 450
Bethesda, MD 20817-1869
Title: President
Name: William M Lane
Citizenship: United States
Business Address: 6610 Rockledge Drive, Suite 450
Bethesda, MD 20817-1869
Title: Vice President
<PAGE>
Page 13 of 13 Pages
EXECUTIVE OFFICERS AND DIRECTORS OF THE TORRAY CORPORATION
Name: Robert E. Torray
Citizenship: United States
Business Address: 6610 Rockledge Drive, Suite 450
Bethesda, MD 20817-1869
Title: President and Chairman of the Board
Name: Douglas C. Eby
Citizenship: United States
Business Address: 6610 Rockledge Drive, Suite 450
Bethesda, MD 20817-1869
Title: Assistant Treasurer
Name: William M Lane
Citizenship: United States
Business Address: 6610 Rockledge Drive, Suite 450
Bethesda, MD 20817-1869
Title: Vice President and Secretary
Page 12 of 13 Pages
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to and in accordance with Rule 13d-1(k)(iii) under the
Securities Exchange Act of 1934, the undersigned hereby agree to jointly file
the Schedule 13D dated May 11, 1998 and any amendments thereto with respect to
the beneficial ownership by each of the undersigned of shares of Class A Common
Stock of United States Satellite Broadcasting Company, Inc. Such joint filings
may be executed by one or more of us on behalf of each of the undersigned.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Executed this day of May 11, 1998.
ROBERT E. TORRAY
By: /s/ Robert E. Torray
Robert E. Torray
ROBERT E. TORRAY & CO., INC.
By: /s/ William M Lane
William M Lane, Vice President
THE TORRAY COMPANY
By: /s/ Willam M Lane
William M Lane, Vice President
