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. 5)*
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. 5(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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 982,533*
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,025,200
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 982,533*
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,025,200
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,007,733*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%*
- --------------------------------------------------------------------------------
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"), investment
partnerships, he directed the purchase of 315,000 shares for the
account of the Partnerships for an aggregate purchase price of
$4,427,963. 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 obligations
of the Issuer as previously disclosed. An additional
2,624,000 shares were purchased for an aggregate purchase price
of $42,882,728 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
401,200 shares were purchased for an aggregate purchase price
of $7,448,526 for the accounts of investment advisory clients of
<PAGE>
<PAGE>
Page 4 of 7 Pages
Baron Capital Management, Inc.("BCM") a registered investment adviser
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) 3,025,200 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) 315,000
shares, plus 625,000 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:
982,533*
(ii) shared power to vote or direct the vote:
3,025,200
(iii) sole power to dispose or to direct the disposition:
982,533*
(iv) shared power to dispose or direct the disposition:
3,025,200
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 BCP.
(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, an investment company registered under the Investment
Company Act of 1940 and an advisory client of BAMCO, owns
2,384,000 (8.0%) of the shares reported herein.
(e) Ownership of Less than Five Percent:
Not applicable.
* Includes 625,000 warrant shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No material change.<PAGE>
<PAGE>
Page 5 of 7 Pages
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: October 31, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 08-31-96 to 10-31-96
Exec.
Date Account ID Quantity Price
- -------- -------- -------- --------
09-04-96 baf 9,100 14.1250
09-04-96 baf 5,000 13.8075
09-04-96 bgi 5,000 14.1250
09-05-96 baf 5,000 13.7500
09-05-96 bcm4 5,000 13.7500
09-05-96 bcm4 2,500 13.7500
09-06-96 baf 10,000 14.1250
09-06-96 bcm4 5,000 13.8750
09-06-96 bcm4 5,000 13.8750
09-06-96 bgi 5,000 14.1250
09-09-96 baf 10,000 14.7237
09-09-96 bcm4 4,000 14.7237
09-09-96 bcp 5,000 14.7237
09-10-96 baf 11,000 15.0000
09-10-96 bcm4 4,000 15.0000
09-12-96 baf 5,000 15.0000
09-12-96 baf 9,000 14.9688
09-12-96 bgi 3,000 14.9688
09-13-96 baf 10,000 14.6477
09-13-96 baf 5,000 14.2500
09-13-96 bcm4 10,000 14.6477
09-13-96 bfa 700 14.2500
09-13-96 bfa 700 14.2500
09-13-96 bgi 2,000 14.6477
09-16-96 baf 10,000 14.3750
09-16-96 bcm4 10,000 14.3750
09-18-96 baf 10,000 14.3750
09-18-96 bcm4 10,000 14.3750
09-19-96 baf 15,000 14.3750
09-19-96 bgi 5,000 14.3750
09-23-96 bcm4 5,000 14.6250
09-26-96 baf 5,000 14.3125
09-26-96 bcm4 5,000 14.3125
09-27-96 baf 5,000 14.3750
10-01-96 bcm4 7,500 14.5000
10-07-96 baf 230,000 12.5053
10-07-96 bcm4 5,000 12.5053
10-08-96 baf 43,000 12.6141
10-09-96 baf 6,000 12.7292
10-14-96 baf 131,000 12.3750
10-14-96 bgi 5,000 12.3750
10-15-96 baf 30,000 12.1250
10-15-96 bgi 5,000 12.1250
10-22-96 baf 19,100 11.3750
10-23-96 baf 900 11.5000
10-23-96 baf 25,000 12.1250
10-23-96 bcm4 800 11.5000
10-24-96 baf 25,000 11.8750
10-25-96 baf 25,000 11.7500
10-28-96 baf 6,000 11.6250
10-29-96 baf 6,000 11.5000
10-31-96 baf 68,000 10.2040
10-31-96 baf 2,000 10.3750
10-31-96 baf 55,000 10.2160
10-31-96 baf 52,000 10.1603
