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
912534 10 4
(CUSIP Number)
King Harris, 200 South Wacker Drive, Suite 700
Chicago, Illinois 60606-5802 (312/831-1070)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1996
(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 [ X ]
(Continued on the following pages)
13D
CUSIP No. 912534 10 4 | Page 2 of 13
__________________________________________________________________
| 1) Name of Reporting Person
| S.S. or I.R.S. Identification No. of Above Person
|
| Pittway Corporation
| I.R.S. Identification No. 13-5616408
|_________________________________________________________________
| 2) Check the Appropriate Box if a Member of a Group
| (a) [ ]
| (b) [ ]
|_________________________________________________________________
| 3) SEC Use Only
|
|_________________________________________________________________
| 4) Source of Funds
| WC
|_________________________________________________________________
| 5) Check if Disclosure of Legal Proceedings is Required
| Pursuant to Items 2(d) or 2(e)
| [ ]
|_________________________________________________________________
| 6) Citizenship or Place of Organization
| Delaware
|_________________________________________________________________
| | 7) Sole Voting Power
| Number of | 4,167,375
| Shares __________________________________________________
| Beneficially | 8) Shared Voting Power
| Owned By |
| Each __________________________________________________
| Reporting | 9) Sole Dispositive Power
| Person | 4,167,375
| With __________________________________________________
| | 10) Shared Dispositive Power
| |
|_________________________________________________________________
| 11) Aggregate Amount Beneficially Owned by Each
| Reporting Person
| 4,167,375
|_________________________________________________________________
| 12) Check if the Aggregate Amount in Row (11)
| Excludes Certain Shares
| [ ]
|_________________________________________________________________
| 13) Percent of Class Represented By Amount in Row (11)
| 25.0%
|_________________________________________________________________
| 14) Type of Reporting Person
| CO
|________________________________________________________________
Page 3 of 13
Item 1. Security and Issuer
Class A Common Stock, $.0001 par value
United States Satellite Broadcasting Company, Inc. ("USSB")
3415 University Avenue
St. Paul, Minnesota 55114
Item 2. Identity and Background
Parts (a), (b) and (c)-
Reporting Person
1. Pittway Corporation (a Delaware corporation; "Pittway"),
a manufacturer and distributor of electronic alarm
equipment and a publisher of trade magazines and
directories, 200 South Wacker Drive, Chicago, Illinois
60606.
Directors and Executive Officers of Pittway
(Unless otherwise indicated, the business address of each
person is the same as Pittway)
2. Eugene L. Barnett, Director; 1621 Mission Hill Road,
Northbrook, IL 60062
3. Sidney Barrows, Vice Chairman and Director; 150 South
Fifth Street, Suite 2300, Minneapolis MN 55402,
Of Counsel, Leonard, Street and Deinhard, Law Firm
4. Fred Conforti, Vice President and Director; President
of Pittway's Systems Technology Group
5. E. David Coolidge III, Director; Chief Executive Officer
of William Blair & Company L.L.C., 222 West Adams
Street, Chicago, IL 60606
6. Anthony Downs, Director; Senior Fellow, Brookings
Institution, 1775 Massachusetts Avenue, NW, Washington,
DC 20036
7. Leo A. Guthart, Vice Chairman and Director; Chairman of
Pittway's Ademco Security Group
Page 4 of 13
8. Irving B. Harris, Chairman of the Executive Committee and
Director; Chairman of the Board of The Acorn Investment
Trust, 2 N. LaSalle Street, Chicago, IL 60602
9. King Harris, President and Director
10. Neison Harris, Chairman and Director
11. William W. Harris, Director; Private investor, 2 N.
LaSalle Street, Chicago, IL 60602
12. Jerome Kahn, Jr., Director; Vice President of William
Harris Investors, Inc., 2 N. LaSalle Street, Chicago,
IL 60602
13. Leo F. Mullin, Director; Vice Chairman of
Unicom/Commonwealth Edison, 10 S. Dearborn, Chicago, IL
60603
14. Sal F. Marino, Vice President; Chairman of Penton
Publishing, Inc., a wholly owned subsidiary of Pittway
15. Daniel J. Ramella, Vice President; President of Penton
Publishing, Inc.
16. Paul R. Gauvreau, Financial Vice President and
Treasurer
17. Edward J. Schwartz, Vice President
18. Philip V. McCanna, Controller
19. James F. Vondrak, Secretary
Persons Who May Be Deemed to Control Pittway
(Unless otherwise indicated or reported above, (a) the
persons named have no present principal occupation or
employment and (b) the address of each person is c/o William
Harris Investors, 2 N. LaSalle Street, Chicago, Il 60602)
20. Irving B. Harris
21. Neison Harris
Page 5 of 13
22. The William W. Harris Trust f/b/o William W. Harris;
trustees: Jerome Kahn, Jr. (employee of William Harris
Investors, Inc. - "WHI", investment advisors), William W.
Harris, Roberta Harris and Boardman Lloyd. WHI, a
Delaware corporation, is owned by Irving B. Harris,
William W. Harris, Virginia H. Polsky and Roxanne H.
Frank. The directors and officers are Irving B. Harris
(director and chairman), William W. Harris (president),
Michael C. McQuinn (treasurer), Jerome Kahn, Jr.
(director and vice president), Gary Neumayer (secretary),
Jack Polsky (director and vice president) and Michael S.
Resnick (vice president).
23. King W. Harris
24. Sidney Barrows
25. William Harris & Co., Inc.; a Delaware corporation wholly
owned by Irving B. Harris; directors and officers are
Irving B. Harris (director and president); William W.
Harris (director); Jerome Kahn, Jr. (vice president);
Jack Polsky (vice president); Michael S. Resnick (vice
president); Gary J. Neumayer (treasurer); and Wesley Saul
(secretary). The principal occupation of each officer
and director is described above for persons #8, 11, 12
and the officers for person #22.
26. The Roxanne H. Frank Trust f/b/o Roxanne H. Frank;
trustees: Jerome Kahn, Jr., Roxanne H. Frank and Jack
Polsky.
27. The Virginia H. Polsky Trust f/b/o Virginia H. Polsky;
trustees: Jerome Kahn, Jr., Virginia H. Polsky and Jack
Polsky.
28. June Harris Barrows
29. Nancy Meyer Trust f/b/o Nancy Meyer; trustees: Nancy
Meyer, publicist, Pro-Media, 225 W. 57th, New York, NY,
and Jerome Kahn, Jr.
30. Daniel Meyer Trust f/b/o Daniel Meyer, President, Union
Square Cafe Corporation, 21 E. 16th St., New York, NY
10003, trustees: Jerome Kahn, Jr. and Daniel Meyer.
Page 6 of 13
31. Thomas Meyer, teacher, San Mateo Country School
District, San Mateo, California.
32. James Polsky
33. Jack Polsky, William Harris Investors, Inc.
34. Charles Polsky
35. George Polsky
36. Jean Polsky
37. Harrock Limited Partnership; general partner and
principal limited partner: The William W. Harris Trust
(see person # 22 above.)
Trusts dated 11/19/76, trustees: Jerome Kahn, Jr. and
Jack Polsky:
Roxanne H. Frank Trusts f/b/o:
38. Nancy Meyer
39. Daniel Meyer
40. Thomas Meyer
Virginia H. Polsky Trusts f/b/o:
41. James Polsky
42. Jack Polsky
43. Charles Polsky
44. George Polsky
45. Jean Polsky
Trusts dated 11/19/76, trustees: Jerome Kahn, Jr. and
Michael S. Resnick:
William W. Harris Trusts f/b/o:
46. Benjamin Harris
47. David Harris
Trusts dated 12/29/75, trustees: Jerome Kahn, Jr. and
Jack Polsky:
Roxanne H. Frank Trusts f/b/o:
48. Nancy Meyer
49. Daniel Meyer
50. Thomas Meyer
Page 7 of 13
Virginia H. Polsky Trusts f/b/o:
51. James Polsky
52. Jack Polsky
53. Charles Polsky
54. George Polsky
55. Jean Polsky
Trusts dated 12/29/75, trustees: Jerome Kahn, Jr. and
Michael S. Resnick:
William W. Harris Trusts f/b/o:
56. Benjamin Harris
57. David Harris
Irving B. Harris Trusts dated 2/27/74;
Trustee: Roxanne H. Frank f/b/o:
58. Nancy Meyer
59. Daniel Meyer
60. Thomas Meyer
Trustee: Virginia H. Polsky f/b/o:
61. James Polsky
62. Jack Polsky
63. Charles Polsky
64. George Polsky
65. Jean Polsky
Trustee: William W. Harris f/b/o:
66. Benjamin Harris
67. David Harris
68. Bette D. Harris (Note 1)
69. Toni H. Paul (Note 1)
70. Katherine Harris Trust, f/b/o Katherine Harris;
trustees: Katherine Harris and King W. Harris (Note 1)
71. Rosetta Harris (Note 1)
72. The Harris Family Foundation, an Illinois not-for-profit
corporation; its directors and officers are Neison
Harris (president and treasurer); Bette D. Harris (vice
president and secretary); King W. Harris (vice president);
Katherine Harris; Toni Paul; Sidney Barrows (Note 1)
Page 8 of 13
Bette D. Harris Trusts dated 1/13/59, trustees:
Katherine Harris and King W. Harris f/b/o (Note 1):
73. Children of King W. Harris
74. Children of Toni H. Paul
75. King W. Harris Children's Trust; trustees: Katherine
Harris, Sidney Barrows and Denise Saul (Note 1)
76. Toni H. Paul Children's Trust; trustees: King Harris and
Katherine Harris (Note 1)
77. Pam F. Szokol Trust, f/b/o Pam F. Szokol; trustees:
Pam F. Szokol and King W. Harris (Note 1)
78. William J. Friend Trust, f/b/o William J. Friend, an
employee of Pittway; trustees: William J. Friend and
King W. Harris (Note 1)
79. Scott C. Friend Trust, f/b/o Scott C. Friend, consultant,
The Parthenon Group, 200 State Street, Boston MA 02109;
trustee: King W. Harris (Note 1)
80. Katherine Harris, custodian for John B. Harris (Note 1)
King W. Harris, custodian for (Note 1) -
81. Charles H. Paul
82. Kelly L. Paul
83. Neison Harris Trust dated 12/27/48 f/b/o Toni H. Paul;
trustees: Katherine Harris, King W. Harris and American
National Bank and Trust Company of Chicago, 33 N. LaSalle
Street, Chicago, IL 60690; (Note 1)
Neison Harris Trust dated 1/12/54; trustees: Katherine
Harris, King W. Harris and American National Bank
and Trust Company of Chicago, f/b/o (Note 1):
84. Katherine Harris and children
85. King W. Harris and children
86. Toni H. Paul and children
87. Neison Harris Trust dated 12/19/50 f/b/o Toni H. Paul;
trustees: Katherine Harris, King W. Harris and American
National Bank and Trust Company of Chicago, (Note 1)
88. Mary Ann Barrows Wark
Page 9 of 13
89. Patricia Barrows Rosbrow, psychologist
90. Donna E. Barrows
91. Robert L. Barrows, lawyer, partner in Leonard, Street &
Deinard, 150 South Fifth Street, Suite 2300,
Minneapolis, Minnesota 55402
The William Harris Settler Trust; trustees: Irving B.
Harris and Neison Harris; f/b/o:
92. Patricia Barrows Rosbrow
93. William H. Barrows
94. Robert L. Barrows
Trust u/w/ of Mildred Harris; trustees: Irving B. Harris
and Neison Harris; f/b/o:
95. Mary Ann Barrows Wark
96. Patricia Barrows Rosbrow
97. William H. Barrows
98. Robert L. Barrows
99. Joan W. Harris Rev Trust, trustee: Joan W. Harris
100. Harris Foundation, a Minnesota not-for-profit
corporation; its directors and officers are Irving B.
Harris (chairman and treasurer); Joan Harris (president);
William W. Harris (vice president); Sidney Barrows (vice
president); Benno F. Wolff (secretary), lawyer, partner in
Oppenheimer, Wolff & Donnelly, 1700 First National Bank
Building, St. Paul, MN 55101; Daniel Meyer (trustee).
101. Jerome Kahn, Jr. Trust, trustee: Jerome Kahn, Jr.
Note 1: Address is 333 Skokie Boulevard, Suite 114, Northbrook,
Illinois 60062-1624.
Irving B. Harris and Neison Harris are brothers and Sidney
Barrows is their brother-in-law. William W. Harris is the son of
Irving B. Harris and King W. Harris is the son of Neison Harris. All
of the other persons named as Persons Who May Be Deemed to Control
Pittway herein are either (1) the children, grandchildren or spouses
of one of the five individuals named in this paragraph, or spouses of
such children or grandchildren, (2) trusts or custodial accounts for
the benefit of such children or grandchildren, or (3) persons who
have granted voting and/or dispositive power to, or are affiliates
of, one of the five individuals named in this paragraph.
Page 10 of 13
The custodians and at least one trustee of each trust named herein
have either a family or business relationship with one or more of the
five individuals named in this paragraph. Because of the above
described relationships, persons #20 through #101 named in this Item
2 may be deemed to be a group within the meaning of Section 13(d) of
the Securities Exchange Act of 1934 and the Rules and Regulations
thereunder. By reason of beneficial ownership of stock of Pittway by
themselves and the positions of certain of them with Pittway and its
subsidiaries, certain of such persons may be deemed to be in control
of Pittway.
(d) During the last five years, none of the persons named above
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the persons named above
has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in any
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Each of the persons named above is a citizen of, or entity
organized in the United States.
Item 3. Source and Amount of Funds or Other Consideration
During 1992 through 1994 Pittway purchased 5.3% of the capital
stock of USSB for $20 million. The funds for the purchase were
provided by working capital. On January 31, 1996 Pittway's shares of
USSB stock were converted into Common Stock as a result of a
recapitalization of USSB in connection with an initial public
offering of its new Class A Common Stock. Pittway converted a
portion of its share of USSB Common Stock into shares of Class A
Common Stock which were then sold pursuant to the underwriters
overallotment option in the offering. The cost of the USSB Common
Stock retained by Pittway is $17,401,000.
Item 4. Purpose of Transaction
The USSB securities are held by Pittway as an investment.
Neither Pittway nor any of the other persons named in Item 2 above
have any present plans or proposals which relate to or would result
in any of the actions described in sections (a) through (j) of Item 4
of Schedule 13D.
Page 11 of 13
Item 5. Interest in Securities of the Issuer
Parts(a) and (b)
The aggregate number of outstanding shares of USSB stock owned by
Pittway Corporation, the reporting person named in Item 2, is
4,167,375 shares of Common Stock. Each share of Common Stock is
convertible, at the option of Pittway, into one share of Class A
Common Stock at any time after July 29, 1996 (see Item 6). Upon
conversion (and if no other options, warrants, rights or conversion
privileges held by others were exercised) Pittway would own 25.0% of
the outstanding shares of Class A Common Stock.
The following table lists the number of shares of USSB Class A Common
Stock beneficially owned by each of the other persons named in Item 2
(designated by the number corresponding to such name in Item 2)
without regard to shares owned by Pittway and the related percentage
of Class A Common Stock assumed outstanding for purposes of Schedule
13D.
Number of Per Cent of
Class A Outstanding
Person Shares Class A Shares
3. & 24. Sidney Barrows 188,700* 1.5%
8. & 20. Irving B. Harris 57,450 0.3%
26. Roxanne H. Frank Trust 14,400 0.1%
28. June Harris Barrows 59,850 0.4%
69. Toni H. Paul 17,925 0.1%
72. The Harris Family Foundation 53,775 0.3%
88. Mary Ann Barrows Wark 15,000 0.1%
89. Patricia Barrows Rosbrow 15,000 0.1%
90. Donna E. Barrows 15,000 0.1%
91. Robert L. Barrows 15,000 0.1%
* Common shares convertible into Class A shares on a
one-for-one basis after July 29, 1996.
Certain persons other than Pittway named in Item 2 have or may be
deemed to have sole power to vote or direct the vote and to dispose
or direct the disposition of shares owned by other persons named in
the foregoing table by virtue of being a sole stockholder,
custodian or trustee, or having a business relationship with
custodians or trustees. In addition, such persons have or may be
Page 12 of 13
deemed to have shared voting and dispositive power over shares
owned by other persons named in the foregoing table by virtue of
being co-trustee or holding power of attorney. Except for the
foregoing, each of the persons named in the foregoing table have
sole power to vote and dispose of the shares shown for such person
in the foregoing table.
WHI reports that in its discretion as an investment advisor it has
sole dispositive power and shared voting power with respect to
shares of USSB held by persons #20, 24, 26, 28 and 88-91.
(c) There were no transactions in USSB Class A Common shares
effected during the preceding 60 days by the persons named in
Item 2.
(d) To the knowledge of the persons named in Item 2, no other
person, except beneficiaries of certain of such trusts, has the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares owned by such
persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer
Under the terms of an underwriting agreement dated January
31, 1996, Pittway, along with certain other holders of USSB Common
Stock, agreed that, for a period of 180 days after January 31,
1996, it will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the
Securities and Exchange Commission a registration statement under
the Securities Act relating to any additional shares of Class A
Common Stock or securities convertible into or exchangeable or
exercisable for any shares of Class A Common Stock, or disclose the
intention to make any such offer, sale, pledge, disposal or filing,
without the prior written consent of CS First Boston Corporation,
an underwriter named in the agreement, subject to certain limited
exceptions.
Page 13 of 13
Except for the aforementioned agreement, the persons named in
Item 2 above have no contracts, arrangements, understandings or
relationships (legal or otherwise) among themselves or with any
other person with respect to any securities of USSB, including but
not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
None.
* * * * * * * * * * *
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.
June 7, 1996
(Date)
PITTWAY CORPORATION
By: /s/ Edward J. Schwartz
Edward J. Schwartz
Vice President
