SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
GEOTEK COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
373 654 1
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(CUSIP Number)
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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 373 654 1 13G Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CNA FINANCIAL CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 527,042
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
527,042
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
527,042
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
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12 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 6 Pages
Item 1. (a) Name of Issuer:
GEOTEK COMMUNICATION, INC.
(b) Address of Issuer's Principal Executive Offices:
20 Craig Road
Montvale, New Jersey 07645
Item 2. (a) Name of Person Filing:
CNA Financial Corporation
(b) Address of Principal Business Office:
CNA Plaza
Chicago, IL 60685
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
373 654 1
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) [XX] Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G)
(h) ( ) Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
<PAGE>
Page 4 of 6 Pages
Item 4. Ownership.
The percentage of the Common Stock beneficially owned by the Reporting Person
has been calculated based on the Issuer's representation that as of June 14,
1996, there were 57,933,433 shares of Common Stock outstanding and, in addition
thereto, assumes that all securities benefially owned by all members of the
group have been converted or exercised into Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
The Reporting Person has ceased to be the beneficial owner of more than five
percent of the class of securities
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on By the Parent Holding Company.
Continental Casualty Company, a wholly owned subsidiary of the reporting person
is the beneficial owner of all securities reported herein.
Item 8. Identification and Classification of Members of the Group.
Not applicable. See item 9 below.
Item 9. Notice of Dissolution of Group.
See attached exhibit 99
Item 10. Certification.
By signing below I/we certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
<PAGE>
Page 5 of 6 Pages
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I/we certify that the information set forth in this
statement is true, complete and correct.
Date: July 1, 1996
By: S/DONALD M. LOWRY
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Page 6 of 6 Pages
On June 20, 1996 CNA Financial Corporation together with Renaissance Fund LDC,
Todd Investments Limited, Stockton Partners L.P., Charles Bronfman Family Turst,
The Kolber Trust, S. Daniel Abraham, BEA Associates, Goldman, Sachs & Co.,
Arnhold and S. Bleichroeder, Inc. and PEC Israel Economic Corporation
(collectively, the "Other Investors"), acquired from the issuer in a private
placement certain securities that are convertible into, or exercisable for, the
Issuer's common stock, par value $.01 per share ("Common Stock"). Accordingly,
the Reporting Person and the Other Investors may be deemed to have acted in
concert for the purpose of acquiring such securities and therefore, to
constitute a "group" for purposes of Rule 13d-5(b) under the Act.
The Reporting Person has no understanding or agreement with any of the Other
Investors or with any other person to act in concert for the puposes of holding,
voting, or disposing of the Common Stock or any equity securities of the Issuer.
Accordingly, as of the date hereof, the Reporting Person is not a member of a
"group" for purposes of Rule 13d-5(b) under the Act with respect to the Common
Stock. All further filings with respect to transactions in the Common Stock will
be filed, if required, by members of the group, in their individual capacity.
