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. 7)*
AMERICAN MOBILE SATELLITE CORPORATION
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------
(Title of Class of Securities)
02755R103
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(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. 7(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 1,012,433*
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,964,300
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,012,433*
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,964,300
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,976,733*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%*
- --------------------------------------------------------------------------------
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 $791,256.
As General Partner of Baron Capital Partners, L.P. and Baron
Investment Partners, L.P.(the "Partnerships"), investment
partnerships, he directed the purchase of 344,900 shares for the
account of the Partnerships for an aggregate purchase price of
$4,796,858. 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
3,341,700 shares were purchased for an aggregate purchase price
of $51,465,987 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
622,600 shares were purchased for an aggregate purchase price
of $10,206,737 for the accounts of investment advisory clients of
Baron Capital Management, Inc.("BCM") a registered investment adviser
controlled by Ronald Baron. All of those shares were paid for by cash
assets in the accounts of the investment companies and advisory
clients.
Item 4. Purpose of Transaction
No material change<PAGE>
<PAGE>
Page 4 of 7 Pages
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 3,964,300 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) 344,900
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:
1,012,433*
(ii) shared power to vote or direct the vote:
3,964,300
(iii) sole power to dispose or to direct the disposition:
1,012,433*
(iv) shared power to dispose or direct the disposition:
3,964,300
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 thirty-five 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
3,045,000 (10.1%) 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.
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 35 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: January 7, 1997
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 12-03-96 To 01-06-97
Acct Exec.
Date ID Actvy Qty Price
- -------- ---- ----- ---------- ---------
12-03-96 baf by 15,000 12.8125
12-03-96 bgi by 5,000 12.8125
12-04-96 baf by 5,000 12.5625
12-04-96 bgi by 5,000 12.5625
12-05-96 baf by 10,000 12.7500
12-06-96 baf by 5,000 11.8750
12-06-96 baf by 2,500 12.2500
12-06-96 baf by 2,500 11.9375
12-06-96 bcm4 by 2,500 11.9375
12-09-96 baf by 5,000 12.7500
12-09-96 bcm4 by 5,000 12.7500
12-10-96 bcm4 by 2,500 13.0000
12-11-96 baf by 2,200 13.0000
12-11-96 baf by 7,500 13.3750
12-12-96 baf by 1,300 13.6250
12-12-96 bcm4 by 1,900 13.6250
12-12-96 bcm4 by 2,000 13.6250
12-13-96 baf by 4,000 13.1250
12-13-96 baf by 22,500 13.1250
12-16-96 baf by 2,500 13.1250
12-16-96 bcm4 by 5,000 13.1250
12-16-96 bcm4 by 5,000 13.1250
12-17-96 baf by 10,000 12.6250
12-17-96 baf by 13,000 12.6250
12-17-96 bcm4 by 10,000 12.6250
12-18-96 baf by 29,000 12.8750
12-19-96 baf by 12,500 13.1250
12-20-96 baf by 5,000 13.0000
12-20-96 baf by 5,500 12.8750
12-23-96 baf by 6,200 12.3750
12-23-96 baf by 3,800 12.2500
12-23-96 bcm4 by 6,300 12.3750
12-23-96 bcm4 by 3,700 12.2500
12-24-96 baf by 3,800 12.2500
12-26-96 baf by 12,100 12.2500
12-27-96 baf by 8,500 12.5000
12-27-96 baf by 12,600 12.2500
12-27-96 bcp by 6,500 12.5000
12-27-96 bcp by 8,500 12.2500
12-30-96 baf by 5,000 12.2500
12-30-96 baf by 10,000 12.2500
12-30-96 baf by 7,500 12.3750
12-30-96 baf by 38,700 12.1426
12-30-96 bcm4 by 5,000 12.1426
12-30-96 bcm4 by 1,000 12.1426
12-31-96 baf by 62,000 12.2500
12-31-96 baf by 4,000 12.1250
12-31-96 baf by 5,000 12.3750
12-31-96 baf by 5,800 12.1078
12-31-96 bcm4 by 25,300 12.2500
12-31-96 bgi by 3,200 12.2500
12-31-96 bgi by 26,800 12.2500
01-02-97 bcm4 by 3,000 12.1875
01-02-97 bcm4 by 1,000 12.5000
01-02-97 bcm4 by 1,700 12.1875
01-02-97 bcm4 by 1,000 12.1875
01-02-97 bcp by 6,800 12.1875
01-02-97 bgi by 2,000 12.2500
01-02-97 bgi by 2,500 12.2500
01-03-97 bcm4 by 5,000 12.4772
01-03-97 bcp by 5,200 12.2500
01-03-97 bgi by 5,700 12.4772
01-03-97 bip by 2,900 12.2500
01-06-97 bcm4 by 3,500 12.7500
01-06-97 bgi by 6,500 12.6538
