SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
April 30, 1999
(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 [ ]
(Continued on the following pages)
13D
CUSIP No. 912534 10 4 | Page 2 of 12
__________________________________________________________________
| 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 | 2,036,375
| Shares __________________________________________________
| Beneficially | 8) Shared Voting Power
| Owned By |
| Each __________________________________________________
| Reporting | 9) Sole Dispositive Power
| Person | 2,036,375
| With __________________________________________________
| | 10) Shared Dispositive Power
| |
|_________________________________________________________________
| 11) Aggregate Amount Beneficially Owned by Each
| Reporting Person
| 2,036,375
|_________________________________________________________________
| 12) Check if the Aggregate Amount in Row (11)
| Excludes Certain Shares
| [ ]
|_________________________________________________________________
| 13) Percent of Class Represented By Amount in Row (11)
| 6.1%
|_________________________________________________________________
| 14) Type of Reporting Person
| CO
|________________________________________________________________
13D
CUSIP No. 912534 10 4 | Page 3 of 12
__________________________________________________________________
| 1) Name of Reporting Person
| S.S. or I.R.S. Identification No. of Above Person
|
| Pittway Corporation Charitable Foundation
| I.R.S. Identification No. 36-6149938
|_________________________________________________________________
| 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 | 236,000
| Shares __________________________________________________
| Beneficially | 8) Shared Voting Power
| Owned By |
| Each __________________________________________________
| Reporting | 9) Sole Dispositive Power
| Person |
| With __________________________________________________
| | 10) Shared Dispositive Power
| | 236,000
|_________________________________________________________________
| 11) Aggregate Amount Beneficially Owned by Each
| Reporting Person
| 236,000
|_________________________________________________________________
| 12) Check if the Aggregate Amount in Row (11)
| Excludes Certain Shares
| [ ]
|_________________________________________________________________
| 13) Percent of Class Represented By Amount in Row (11)
| 0.7%
|_________________________________________________________________
| 14) Type of Reporting Person
| OO
|________________________________________________________________
Page 4 of 12
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 Persons
1. Pittway Corporation (a Delaware corporation; "Pittway"),
a manufacturer and distributor of electronic alarm
equipment, 200 South Wacker Drive, Chicago,
Illinois 60606.
2. Pittway Corporation Charitable Foundation
("the Foundation"), an Illinois not-for-profit
corporation: its directors and officers are Irving B.
Harris (chairman and director); Neison Harris (president
and director); King Harris (vice president and director);
William W. Harris (director); E. David Coolidge III
(director); Paul R. Gauvreau (vice president and
treasurer); William E. Zermuehlen (secretary), assistant
secretary, Pittway Corporation. (Note 1)
Directors and Executive Officers of Pittway
(Unless otherwise indicated, the business address of each
person is the same as Pittway)
3. Eugene L. Barnett, Director; 1621 Mission Hill Road,
Northbrook, IL 60062
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
Page 5 of 12
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
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; President of William
Harris Investors, Inc., 2 N. LaSalle Street, Chicago,
IL 60602
13. John W. McCarter, Jr., Director; President and Chief
Executive Officer of The Field Museum of Natural
History, Roosevelt Road at Lake Shore Drive,
Chicago, IL 60605
14. Paul R. Gauvreau, Financial Vice President and
Treasurer
15. Edward J. Schwartz, Vice President
16. Philip V. McCanna, Controller
17. 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)
18. Irving B. Harris
19. Neison Harris (Note 1)
Page 6 of 12
20. 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), Jerome Kahn, Jr. (president and
director), Jack R. Polsky (director and executive vice
president) Michael S. Resnick (vice president and
secretary), Peter E. Martin (vice president), Gary J.
Neumayer (treasurer), Michael C. McQuinn (assistant
treasurer) and Beth Stephens (assistant treasurer).
21. King W. Harris (Note 1)
22. Estate of Sidney Barrows
23. The Roxanne H. Frank Trust f/b/o Roxanne H. Frank;
trustees: Jerome Kahn, Jr., Roxanne H. Frank and Jack
Polsky.
24. June Harris Barrows
25. Mary Ann Barrows Wark
26. Patricia Barrows Rosbrow, psychologist
27. Donna E. Barrows
28. Robert L. Barrows, lawyer, partner in Leonard, Street &
Deinard, 150 South Fifth Street, Suite 2300,
Minneapolis, Minnesota 55402
29. Jerome Kahn, Jr. Trust, trustee: Jerome Kahn, Jr.
30. Irving Harris Foundation A, an Illinois not-for-profit
corporation; its directors and officers are Roxanne H.
Frank (president, secretary, treasurer and director);
Nancy Meyer (vice president and director);
Daniel Meyer (vice president and director);
Thomas Meyer (vice president and director);
Jerome Kahn, Jr. (assistant secretary);
Jack R. Polsky (assistant treasurer).
Page 7 of 12
31. Irving Harris Foundation B, an Illinois not-for-profit
corporation; its directors and officers are Virginia H.
Polsky (president, secretary, treasurer and director);
Richard Polsky (vice president and director);
James Polsky (vice president and director);
Jack R. Polsky (vice president and director);
Charles Polsky (vice president and director);
George Polsky (vice president and director);
Jean Polsky (vice president and director);
Jerome Kahn, Jr. (assistant secretary);
Beth Stephens (assistant treasurer).
32. Sidney and June Harris Barrows Foundation, a Minnesota
not-for-profit corporation; its directors and officers
are June Harris Barrows (president and director);
Mary Ann Barrows Wark (vice president, treasurer and
director); Robert L. Barrows (vice president, secretary
and director); Patricia J. Rosbrow (vice president and
director); William H. Barrows (vice president and
director); Jerome Kahn, Jr. (assistant secretary);
Jack R. Polsky (assistant treasurer).
Note 1: Address is 333 Skokie Boulevard, Suite 114, Northbrook,
Illinois 60062-1624.
Irving B. Harris and Neison Harris are brothers and June Harris
Barrows is their sister. 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, together with other persons not separately named herein,
(collectively, "the Harris Group"), 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. The custodians and at least
one trustee of each such trust have either a family or business
relationship with one or more of the five individuals named in this
paragraph.
Page 8 of 12
Because of the above described relationships, the Harris Group 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
Not applicable.
Item 4. Purpose of Transaction
On December 14, 1998, Hughes Electronics Corporation ("Hughes"),
a subsidiary of General Motors Corporation, announced that it had
signed a definitive agreement with USSB to acquire the business
and assets of USSB through a tender offer and subsequent merger.
Under the agreement, USSB shareholders can elect to receive .3775
shares of General Motors Class H common stock ("Hughes Stock"),
or cash of equivalent value, for each outstanding share of USSB
Common and Class A Stock ("USSB Stock"). Pittway and the
Foundation may sell some or all of their respective USSB Stock in
the open market. They presently intend to liquidate the balance
of their respective USSB Stock by tendering such stock for cash
or Hughes Stock or a combination thereof, assuming the tender
offer is completed.
Page 9 of 12
Item 5. Interest in Securities of the Issuer
Parts(a) and (b)
The number of outstanding shares of USSB stock owned by Pittway is
2,036,375 shares of Common Stock. The Foundation owns 236,000
shares of Class A Stock. Each share of Common Stock is convertible
by its owner into one share of Class A Common Stock. Upon
conversion (and if no other options, warrants, rights or conversion
privileges held by others were exercised) Pittway and the Foundation
would own an aggregate of 6.8% of the outstanding shares of Class A
Common Stock:
Number of Per Cent of
Class A Outstanding
Person Shares Class A Shares
Pittway 2,036,375 6.1%
The Foundation 236,000 .7%
2,272,375 6.8%
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
Common and Per Cent of
Class A Outstanding
Person Shares* Class A Shares
22. Estate of Sidney Barrows 188,700 0.6%
23. Roxanne H. Frank Trust 0 0.0%
25. Mary Ann Barrows Wark 15,000 0.0%
26. Patricia Barrows Rosbrow 15,000 0.0%
27. Donna E. Barrows 15,000 0.0%
28. Robert L. Barrows 15,000 0.0%
29. Jerome Kahn, Jr. Trust 5,000 0.0%
30. Irving Harris Foundation A 3,875 0.0%
31. Irving Harris Foundation B 3,875 0.0%
32. Sidney and June Harris
Barrows Foundation 59,850 0.2%
* Common shares are convertible into Class A shares on a
one-for-one basis.
Page 10 of 12
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 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 #22, 23, 25-28 and 32.
(c) The following table lists the transactions of USSB Class
A Common shares effected during the preceding 60 days by the
persons named in Item 2 (designated by the number corresponding
to such name in Item 2.)
Date Person No. of Shares Price Transaction
2/17/99 23 (14,400) Class A N/A Gift
3/19/99 30 (2,200) Class A $17.25 Sale NASDAQ
3/19/99 31 (2,200) Class A $17.25 Sale NASDAQ
3/22/99 30 (650) Class A $17.25 Sale NASDAQ
3/22/99 31 (650) Class A $17.25 Sale NASDAQ
3/25/99 1 (20,000) Common $17.00 Sale NASDAQ
3/26/99 1 (15,000) Common $17.00 Sale NASDAQ
3/29/99 1 (25,000) Common $17.00 Sale NASDAQ
3/30/99 1 (25,000) Common $17.00 Sale NASDAQ
3/31/99 1 (35,000) Common $17.00 Sale NASDAQ
4/01/99 1 (12,500) Common $17.00 Sale NASDAQ
4/05/99 1 (25,000) Common $17.00 Sale NASDAQ
4/06/99 1 (270,000) Common $17.02 Sale NASDAQ
4/06/99 30 (1,000) Class A $17.25 Sale NASDAQ
4/06/99 31 (1,000) Class A $17.25 Sale NASDAQ
4/07/99 1 (40,000) Common $17.22 Sale NASDAQ
4/08/99 1 (32,500) Common $17.24 Sale NASDAQ
4/14/99 1 (25,000) Common $17.62 Sale NASDAQ
4/21/99 1 (10,000) Common $17.62 Sale NASDAQ
4/26/99 1 (10,000) Common $17.62 Sale NASDAQ
4/27/99 1 (60,000) Common $17.62 Sale NASDAQ
4/28/99 1 (17,000) Common $17.62 Sale NASDAQ
4/29/99 1 (50,000) Common $17.62 Sale NASDAQ
4/30/99 1 (73,000) Common $17.68 Sale NASDAQ
Page 11 of 12
(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
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.
* * * * * * * * * * * * * * * * * *
Page 12 of 12
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.
May 3, 1999
(Date)
PITTWAY CORPORATION
By: /s/ Paul R. Gauvreau
Paul R. Gauvreau
Financial Vice President,
Treasurer and Chief
Financial Officer
