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. 3*)
AMERICAN MOBILE SATELLITE CORPORATION
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------
(Title of Class of Securities)
02755R103
-----------------------------------------------------
(CUSIP Number)
Linda S. Martinson, Esq. (212) 583-2000
767 Fifth Avenue, 24th Floor, New York, NY 10153
-----------------------------------------------------
(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. 3(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 977,533*
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,064,000
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 977,533*
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,064,000
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,041,533*
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%*
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
* Includes 625,000 warrant shares.
<PAGE>
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
American Mobile Satellite Corporation
(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:
767 Fifth Avenue
24th Floor
New York, NY 10153
(c) Present Principal Employment:
President: Baron Capital Management, Inc., BAMCO, Inc.,
Baron Capital, Inc.
767 Fifth Avenue
24th Floor
New York, NY 10153
(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 purchase price of $795,199.
As General Partner of Baron Capital Partners, L.P. and
Baron Investment Partners, L.P. (The "Partnerships"),
an investment partnership, he directed the purchase of
310,000 shares for the account of the Partnerships for
an aggregate purchase price of $4,354,330. 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. BCP also has a warrant
to purchase 625,000 shares of the Issuer which was
issued in connection with a guaranty of certain obiligations
of the Issuer as described in Item 6 hereof. An
additional 1,725,000 shares were purchased for an aggregate
purchase price of $31,852,371 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 339,000
shares were purchased for an aggregate purchase price of
$6,566,714 for the accounts of investment advisory clients
of Baron Capital Management, Inc.("BCM") a registered
<PAGE>
<PAGE>
Page 4 of 7 Pages
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) 2,064,000 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) 310,000 shares, plus 625,00 shares pursuant to the
warrant, 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:
977,533*
(ii) shared power to vote or direct the vote:
2,064,000
(iii) sole power to dispose or to direct the disposition:
977,533*
(iv) shared power to dispose or direct the disposition:
2,064,000
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 partner of the 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, except that Baron Asset
Fund owns 5.1%.
(e) Ownership of Less than Five Percent:
Not applicable.
* Includes 625,000 warrant shares.<PAGE>
<PAGE>
Page 5 of 7 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No material change.
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: August 28, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
American Mobile Satellite (SKYC)
Transaction Schedule
From 06-28-96 To 08-28-96
Exec.
Date Account ID Quantity Price
- - -------- ---------- -------- --------
07-19-96 baf 15000 13.4375
07-19-96 bcp 25000 13.4375
07-19-96 bgi 2000 13.5
07-19-96 bgi 10000 13.4375
07-22-96 baf 35000 13.232
07-23-96 baf 11000 12.4318
07-24-96 baf 9000 12.25
07-26-96 baf 3000 11.875
07-29-96 baf 12000 12
07-29-96 baf 5000 12
07-30-96 baf 5000 12
07-30-96 bcm4 2000 12
07-30-96 bgi 3000 12
07-31-96 baf 5000 12
07-31-96 baf 10000 11.9375
07-31-96 bgi 5000 12
08-01-96 baf 5000 12.25
08-01-96 bcm4 5000 12.25
08-01-96 bgi 5000 12.25
08-02-96 baf 5000 12.625
08-02-96 bgi 5000 12.625
08-05-96 baf 5000 13
08-07-96 baf 5000 12.375
08-09-96 baf 40000 12.125
08-15-96 baf 5000 11.75
08-15-96 baf 5000 11.625
08-15-96 baf 5000 11
08-16-96 baf 2000 10.875
08-16-96 baf 4000 10.949
08-16-96 bcm4 2500 10.949
08-16-96 bgi 2000 10.949
08-20-96 baf 1500 11.5
08-20-96 baf 1500 11.375
08-20-96 bgi 1500 11.5
08-20-96 bgi 1500 11.375
08-21-96 bcm4 2500 11.375
08-21-96 bcm4 1700 11.375
08-21-96 bgi 3000 11.375
08-21-96 bip 2500 11.375
08-22-96 baf 3000 12.25
08-22-96 bcm4 500 11.75
08-23-96 baf 3000 12.375
08-26-96 baf 45300 12.75
08-26-96 bcm4 3800 12.75
08-26-96 bcm4 4000 12.75
08-26-96 bcm4 1600 12.75
08-26-96 bcm4 4000 12.75
08-26-96 bcm4 5000 12.75
08-26-96 bcm4 5000 12.75
08-26-96 bgi 2000 12.75
08-26-96 bip 2500 12.75
08-27-96 baf 10000 13
08-27-96 baf 9700 13
08-27-96 bip 5000 13
08-28-96 baf 15000 13
08-28-96 bgi 5000 13
