AMERICAN MOBILE SATELLITE CORP
SC 13D/A, 1997-02-21
COMMUNICATIONS SERVICES, NEC
Previous: GRUPO TELEVISA S A, SC 13G, 1997-02-21
Next: TRIDENT CAPITAL INC, SC 13G, 1997-02-21



                                                     Page 1 of 6 Pages

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 8)*

                      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)

                               February 19, 1997
             -----------------------------------------------------
            (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. 8(continued)

CUSIP No. 02755R103                        Page 2 of 6 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             1,144,033*
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      8    SHARED VOTING POWER
      EACH              4,348,800
   REPORTING      --------------------------------------------------------------
     PERSON       9    SOLE DISPOSITIVE POWER
      WITH              1,144,033*
                  --------------------------------------------------------------
                  10   SHARED DISPOSITIVE POWER

                        4,348,800
- --------------------------------------------------------------------------------
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       5,492,833*
- --------------------------------------------------------------------------------
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


- --------------------------------------------------------------------------------
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

        18.3%*
- --------------------------------------------------------------------------------
  14   TYPE OF REPORTING PERSON*

       IN
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT
* Includes 625,000 warrant shares.<PAGE>
<PAGE>
                                             Page 3 of 6 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 476,500 shares for the
           account of the Partnerships for an aggregate purchase price of
           $3,650,857. 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
           3,710,000 shares were purchased for an aggregate purchase price
           of $56,025,097 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
           638,800 shares were purchased for an aggregate purchase price
           of $10,419,968 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 6 Pages
           
  Item 5.  Interest in Securities of the Issuer
           (a) Amount and percentage beneficially owned:
               Reporting Person: (i) 4,348,800 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) 476,500
               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:
                        1,144,033*
               (ii)  shared power to vote or direct the vote:
                        4,348,800 
               (iii) sole power to dispose or to direct the disposition:
                        1,144,033*
               (iv)  shared power to dispose or direct the disposition:
                        4,348,800
               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 forty-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
               3,145,000 (10.5%) 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 - 45 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:     February 20, 1997

                                /s/ Ronald Baron
                                _______________________________________
                                Ronald Baron


Transaction Schedule                    
From 01-07-97 TO 02-20-97                    
                    
          Acct           Exec.
Date      ID   Actvty    Qty       Price
- --------  -----     ------    ------    ---------
01-07-97  bcm4 by          2,500   12.7500
01-07-97  bgi  by          6,300   13.0000
01-07-97  bip  by          2,100   13.0000
01-09-97  bip  by          2,900   12.2500
01-13-97  bcm4 by          3,700   13.6250
01-13-97  bgi  by          2,000   13.6250
01-13-97  bgi  by          2,000   13.6250
01-14-97  bcp  by          1,500   13.5962
01-14-97  bcp  by          1,500   13.6555
01-14-97  bgi  by          7,600   13.5962
01-14-97  bgi  by         10,400   13.6555
01-15-97  bgi  by          5,000   13.3750
01-15-97  bgi  by          9,300   13.3461
01-16-97  bcm4 by          5,000   13.3854
01-16-97  bcm4 by          2,000   13.1849
01-16-97  bgi  by         25,000   13.3854
01-16-97  bgi  by          5,200   13.1849
01-17-97  bgi  by          5,500   13.1140
01-17-97  bgi  by          5,000   13.1250
01-17-97  bgi  by          5,000   13.1250
01-20-97  bgi  by          3,000   13.1250
01-21-97  bgi  by          2,000   13.1250
01-21-97  bgi  by         10,000   13.1250
01-22-97  bgi  by          1,000   13.1250
01-23-97  bgi  by         20,500   13.0625
01-24-97  bgi  by          7,000   12.3750
01-30-97  bcm4 by          3,000   12.3750
01-30-97  bgi  by          5,000   12.3750
01-30-97  bgi  by          1,000   12.3750
01-31-97  bgi  by          5,000   12.3750
02-04-97  bgi  by          1,700   12.3750
02-06-97  bgi  by          5,000   11.8750
02-06-97  bgi  by          1,000   11.7500
02-07-97  bgi  by          2,800   11.6250
02-07-97  bgi  by          3,000   11.2500
02-07-97  bgi  by          5,000   11.2500
02-12-97  bgi  by          2,000   11.1250
02-12-97  bgi  by          5,000   10.6250
02-12-97  bgi  by          5,000   10.7500
02-13-97  bgi  by          2,500   10.8750
02-13-97  bgi  by         20,000   10.8750
02-13-97  bgi  by          5,000   11.2500
02-14-97  bgi  by          2,000   12.1250
02-14-97  bgi  by          8,000   12.0625
02-18-97  bgi  by          4,000   12.1250
02-18-97  bgi  by          4,000   12.2500
02-19-97  bcp  by         42,000   12.1250
02-19-97  bgi  by         42,000   12.1250
02-19-97  bgi  by             800  12.1054

02-20-97  baf  by          2,700   12.3750
02-20-97  baf  by         97,300   12.1250
02-20-97  bcp  by         69,500   12.1250
02-20-97  bcp  by         15,000   12.2500
02-20-97  bgi  by          6,700   12.1250





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission