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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)
Geotek Communications, Inc.
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(Name of Issuer)
Common Stock, par value, $.01 per share
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(Title of Class of Securities)
3736541
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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 to 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).
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SCHEDULE 13G
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CUSIP No. 3736541 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arnhold and S. Bleichroeder, Inc.
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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
New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5 SOLE VOTING POWER
575,047
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6 SHARED VOTING POWER
0
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7 SOLE DISPOSITIVE POWER
575,047
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,047
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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12 TYPE OF REPORTING PERSON*
IA,BD
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*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)<PAGE>
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SCHEDULE 13G
Item 1.
(a) Name of Issuer:
Geotek Communications, Inc.
(b) Address of Issuer's Principal Executive Office:
20 Craig Road
Montvale, NJ 07645
Item 2. Name of Person Filing
(a) Arnhold and S. Bleichroeder, Inc.
(b) Address of Principal Office:
45 Broadway
29th Floor
New York, New York 10006
(c) Citizenship/Organization:
New York
(d) Title Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number:
3736541
Item 3. If Statement is filed pursuant to Rules 13(d)-1(b) or 13d-2(b),
check whether Person Filing is a
(a) [X] Arnhold and S. Bleichroder, Inc. is a Broker-Dealer
registered under Section 15 of the Act.
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 beneficially owned by the
Reporting Person have been converted or exercised into Common Stock.
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<PAGE> Page 4 of 6 Pages
(a) Amount Beneficially Owned:
575,047
(b) Percent of Class: 1.0%
(c) Number of Shares to Which Such Person Has:
(i) Sole voting power - 575,047
(ii) Shared voting power - 0
(iii) Sole dispositive power - 575,047
(iv) Shared dispositive power - 0
Item 5. Ownership of Five Percent or Less of a Class.
As of the date of filing of this Amendment No. 1, the Reporting Person has
ceased to be the beneficial owner of 5% or more of the Issuer's Common Stock.
This Amendment No. 1 therefore constitutes a final filing.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of Members of the
Subsidiary Which Acquired the Securities Being Reported on
by the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable. (See Item 9 below.)
Item 9. Notice of Dissolution of Group.
On June 20, 1996, Arnhold and S. Bleichroeder, Inc. (the "Reporting
Person"), together with Renaissance Fund LDC, Todd Investments Limited, Stockton
Partners, L.P., Charles Bronfman Family Trust, The Kolber Trust, S. Daniel
Abraham, Continental Casualty Company, Goldman, Sachs & Co., BEA Associates 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 have constituted 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 purposes
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.
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Item 10. Certification.
By signing below I 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 purposes or effect.
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<PAGE> Page 6 of 6 Pages
Signature: After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this statement
is true, complete and correct.
Date: July 1, 1996
ARNHOLD AND S. BLEICHROEDER, INC.
By:---------------------------
Name: Charles J. Rodriguez
Title: Senior Vice President
