UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Geotek Communications, Inc
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- ----------------------------------------------------------------------------
(Title of Class of Securities)
373654-10-2
---------------------------------
(CUSIP Number)
James I. Edelson, 511 Fifth Avenue, New York, N.Y. 10017 (212) 551-8881
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 28, 1995
--------------------------------------------------------
(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 the statement (X). (A
fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
- ------------------
*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).
Page 1 of 41 Pages
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 373654-10-2 | |Page 2 of 41 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | RDC-Rafael Development Corporation Ltd. |
| | |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
| | --- |
| | (b) |X| |
| | --- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
| | |
|4 | SOURCE OF FUNDS |
| | AF, OO and WC |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER
| NUMBER OF | | -0- |
| -----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 3,388,028
| -----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
| -----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 3,388,028 |
- ----------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 3,388,028 |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.3% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | CO |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 373654-10-2 | |Page 3 of 41 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | DEP Technology Holdings Ltd. |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
--- |
| | (b) |X| |
--- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | AF |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
-----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 3,388,028
--------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
-----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 3,388,028 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 3,388,028 |
| | |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.3% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | CO |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 373654-10-2 | |Page 4 of 41 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | PEC Israel Economic Corporation |
| | EIN 13-1143528 |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
--- |
| | (b) |X| |
--- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | WC |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Maine |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER
| NUMBER OF | | -0- |
-----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 3,388,028
-----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
-----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 3,388,028 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 3,388,028 |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.3% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | CO |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 373654-10-2 | |Page 5 of 41 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Albar Financing and Leasing Ltd. |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
--- |
| | (b) |X| |
--- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
-----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 50,000
-----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
-----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 50,000 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 50,000 |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 0.1% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | CO |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 373654-10-2 | |Page 6 of 41 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Discount Investment Corporation Ltd. |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
--- |
| | (b) |X| |
--- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | WC |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER
| NUMBER OF | | -0- |
-----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 3,438,028
-----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
-----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 3,438,028 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 3,438,028 |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.4% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | CO |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- -------------------------- --------------------------
|CUSIP No. 373654-10-2 | |Page 7 of 41 Pages |
- -------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Elron Electronic Industries Ltd. |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
--- |
| | (b) |X| |
--- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | WC |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
-----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 3,388,028
-----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
-----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 3,388,028 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 3,388,028 |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.3% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | CO |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 373654-10-2 | |Page 8 of 41 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | IDB Development Corporation Ltd. |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
--- |
| | (b) |X| |
--- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
-----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 3,461,228
-----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
-----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 3,461,228 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 3,461,228 |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.4% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | CO |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 373654-10-2 | |Page 9 of 41 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | IDB Holding Corporation Ltd. |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
--- |
| | (b) |X| |
--- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |X| |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
-----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 3,461,228
-----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
-----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 3,461,228 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 3,461,228 |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.4% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | CO |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 373654-10-2 | |Page 10 of 41 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Raphael Recanati |
| | Social Security No. ###-##-#### |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
--- |
| | (b) |X| |
--- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |X| |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
-----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 3,461,228
-----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
-----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 3,461,228 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 3,461,228 |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.4% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | IN |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- -------------------------- ---------------------------
|CUSIP No. 373654-10-2 | |Page 11 of 41 Pages |
- -------------------------- ---------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Jacob Recanati |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
--- |
| | (b) |X| |
--- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
-----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 3,461,228
-----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
-----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 3,461,228 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 3,461,228 |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.4% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | IN |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 373654-10-2 | |Page 12 of 41 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Leon Recanati |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
--- |
| | (b) |X| |
--- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
-----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 3,461,228
-----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
-----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 3,461,228 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 3,461,228 |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.4% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | IN |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
------------------------- -------------------------
|CUSIP No. 373654-10-2 | |Page 13 of 41 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Judith Yovel Recanati |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
--- |
| | (b) |X| |
--- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |
--- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
-----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 3,461,228
-----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
-----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 3,461,228 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 3,461,228 |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
--- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.4% |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | IN |
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Item 1. Security and Issuer.
--------------------
The class of securities to which this Statement relates is the
common stock, $.01 par value per share (the "Common Stock"), of Geotek
Communications, Inc., a Delaware corporation ("Geotek") whose principal
executive offices are located at 20 Craig Road, Montvale, New Jersey 07645.
Item 2. Identity and Background.
------------------------
(a), (b) and (c): The Reporting Persons are:
(1) RDC-Rafael Development Corporation Ltd. ("RDC"), an Israeli
corporation, with its principal office at 14 Beth Hashoeva Lane, Tel Aviv,
Israel. RDC engages in the commercialization of non-military applications
of technologies developed by Rafael Armament Development Authority, a
division of the Israel Ministry of Defense.
(2) DEP Technology Holdings Ltd. ("DEP"), an Israeli
corporation, with its principal office at 14 Beth Hashoeva Lane, Tel Aviv,
Israel. DEP owns 50.1% of the outstanding capital stock of RDC, which is
DEP's only asset.
(3) Albar Finance and Leasing Ltd. ("Albar"), an Israeli
corporation, with its principal office at 14 Beth Hashoeva Lane, Tel Aviv,
Israel. Albar is engaged in financing activities and in trading publicly
traded securities.
(4) PEC Israel Economic Corporation ("PEC"), a Maine
corporation, with its principal office at 511 Fifth Avenue, New York, New
York 10017. PEC organizes, acquires interests in, finances and
participates in the management of companies which are located in the State
of Israel or are Israel-related. PEC owns one-third of the outstanding
shares of DEP.
(5) Discount Investment Corporation Ltd. ("DIC"), an Israeli
corporation, with its principal office at 14 Beth Hashoeva Lane, Tel-Aviv,
Israel. DIC organizes, acquires interest in, finances and participates in
the management of companies. DIC owns all the outstanding shares of Albar
and one-third of the outstanding shares of DEP.
(6) Elron Electronic Industries Ltd. ("Elron"), an Israeli
corporation, with its principal office at the Advanced Technological
Center, Haifa, Israel. Through affiliates which are high technology
operating companies, Elron is engaged in the fields of medical diagnostic
imaging, defense electronics, manufacturing automation, high speed data
communications, networking services and semiconductor and software
products. Elron owns one-third of the outstanding shares of DEP. PEC owns
approximately 13.6% of the outstanding shares of Elron and DIC
Page 14 of 41 pages
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owns approximately 26.4% of the outstanding shares of Elron.
(7) IDB Development Corporation Ltd. ("IDB Development"), an
Israeli corporation, with its principal office at the Tower, 3 Daniel
Frisch Street, Tel Aviv, Israel. IDB Development, through its
subsidiaries, organizes, acquires interests in, finances and participates
in the management of companies. PEC and DIC are each a subsidiary of IDB
Development.
(8) IDB Holding Corporation Ltd. ("IDB Holding"), an Israeli
corporation, with its principal office at The Tower, 3 Daniel Frisch
Street, Tel Aviv, Israel. IDB Holding is a holding company that, through
IDB Development, organizes, acquires interests in, finances and
participates in the management of companies. IDB Holding owns
approximately 71.48% of the outstanding shares of IDB Development.
The following persons may by of reason of their interests in and
relationships with IDB Holding be deemed to control the corporations
referred to in paragraphs (1)-(8) above:
(9) Raphael Recanati, The Tower, 3 Daniel Frisch Street, Tel
Aviv, Israel. Present principal occupation: Chairman and Managing
Director, IDB Holding and IDB Development; President, Finmar Equities Co. -
shipping and finance.
(10) Jacob Recanati, 3 Habankim Street, Haifa, Israel. Present
principal occupation: Managing Director, El-Yam Ships Ltd. - shipping.
(11) Leon Recanati, The Tower, 3 Daniel Frisch Street, Tel Aviv,
Israel. Present principal occupation: Joint Managing Director of IDB
Holding and IDB Development.
(12) Judith Yovel Recanati, 64 Kaplan Street, Herzliya, Israel.
Present principal occupation: Housewife.
Messrs. Raphael Recanati and Jacob Recanati are brothers and Mr.
Leon Recanati and Mrs. Judith Yovel Recanati are brother and sister and are
the nephew and niece of Raphael and Jacob Recanati.
The name, citizenship, business address, present principal
occupation or employment of each of the executive officers and directors of
IDB Holding, IDB Development, PEC, DIC, Elron and RDC and the name and
business address of any corporation or other organization in which such
employment is conducted are set forth on Schedules A, B, C, D, E and F
hereof and incorporated herein by reference.
All of the directors of DEP are directors or executive officers
of IDB Holding, PEC or Elron and are listed in Schedules
Page 15 of 41 pages
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A, C and E hereof. DEP has no executive officers.
All of the directors of Albar are executive officers of DIC and
are listed in Schedule D hereof.
(d) None of the corporations or persons referred to in (1)-(12)
above has, during the last five years, been convicted in any criminal
proceeding, excluding traffic violations and similar misdemeanors, except
as provided below.
On February 16, 1994, following a lengthy trial in the District
Court of Jerusalem, State of Israel, the four largest banks in that
country, including Israel Discount Bank Limited ("IDBL"), and its former
parent IDB Holding, and members of their senior management were found
guilty, in connection with acts that occurred prior to October 1983, of
engaging in fraudulent securities transactions and making false statements
within the meaning of certain provisions of that country's banking,
securities and other laws. The violations involve activities, which
terminated in October 1983, relating to shares of these Israeli
institutions. Mr. Raphael Recanati who is Chairman of the Board of IDB
Holding and was chief executive officer of IDBL is among the defendants
found guilty. Mr. Recanati received a sentence of eight months and a
suspended sentence of two years, both of which were stayed pending the
outcome of an appeal referred to below. Mr. Recanati was also fined
approximately $200,000 and IDB Holding was fined approximately $334,000.
Mr Recanati and IDB Holding have categorically denied any wrongdoing and
have appealed to the Supreme Court of Israel.
Mr. Eliahu Cohen, who is Joint Managing Director of IDB Holding,
and Mr. Oudi Recanati, who is a Director of IDB Holding, were members of
senior management of IDBL, and were also found guilty in the foregoing
proceeding. Mr. Cohen received a sentence of six months, a suspended
sentence of two years and was fined approximately $167,000. Mr. Oudi
Recanati received a suspended sentence of 18 months and was fined
approximately $134,000. Messrs. Cohen and Recanati have categorically
denied any wrongdoing and have appealed to the Supreme Court of Israel;
their sentences have been stayed pending the outcome of the appeal.
(e) None of the corporations or persons referred to in (1)-(12)
above has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction which as a
result of such proceedings was or is subject to a 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) The persons referred to in (9), (10), (11), and
Page 16 of 41 pages
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(12) above are citizens of Israel.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Pursuant to a Stock Purchase Agreement dated as of September 28,
1995, among Geotek, Geotek PST, Inc. ("GP", a wholly-owned subsidiary of
Geotek) and RDC (the "Purchase Agreement"), Geotek, through GP, will at the
closing under the Purchase Agreement (the "Closing") tentatively scheduled
for October 12, 1995 issue and sell to RDC 1,800,000 shares of Common Stock
in exchange for (i) 760,000 ordinary shares of PowerSpectrum Technology
Limited, an Israeli corporation ("PST"), owned by RDC, representing
approximately 38% of the equity of PST, (ii) 400 management shares of PST
owned by RDC, representing approximately a 40% voting interest in PST and
(iii) a perpetual capital note of PST in the principal amount of approximately
$3,750,000 owned by RDC. The ordinary shares and capital note of PST owned
by RDC were issued to RDC on October 5, 1995 upon RDC's conversion of a
convertible debenture of PST owned by RDC. The ordinary shares, management
shares and capital note of PST to be exchanged by RDC are referred to as
the "PST Securities".
In addition, pursuant to the Purchase Agreement, at the Closing,
RDC will purchase from Geotek 338,028 shares of Common Stock for an
aggregate purchase price of $3,000,000. Of such amount, $200,001 will come
from RDC's own funds. DEP, the holder of a majority of the outstanding
shares of RDC, will contribute the balance, $2,799,999, to RDC immediately
prior to such purchase to be used to make such purchase. PEC, DIC and
Elron, the holders of all the outstanding shares of DEP, will each
contribute $933,333 to DEP, a total of $2,799,999, immediately prior to
such purchase so that DEP may contribute such sum to RDC for such purchase.
PEC, DIC and Elron each will use its own funds for such contributions to
RDC.
At the Closing, PST and RDC will enter into an Option Agreement
under which PST will grant RDC the option to acquire up to a 10% equity
interest in PST upon the occurrence of two categories of trigger events.
The first category of trigger events generally are (i) the sale or issuance
by PST of at least a 10% equity interest in PST, (ii) the sale, lease or
other disposition by PST of assets outside the ordinary course of business
where such assets have a fair market value of at least 10% of the aggregate
fair market of PST's assets prior to such sale, lease or disposition,
(iii) the consolidation or merger of PST with another entity which results
in Geotek owning less than or equal to 90% of PST and (iv) any event similar
in nature or value to the foregoing events. If RDC does not exercise the
option if a first trigger event occurs, it may exercise the option upon the
occurrence of a second trigger event. The second category of trigger events
are the same as the first category of trigger events except the threshold
percentage is 25% (an increase from 10%) for the second category of trigger
Page 17 of 41 pages
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events described above in clauses (i) and (ii) and is 75% (a decrease from
90%) for the second category of trigger event described above in clause
(iii). The exercise price of the option will be the lesser of (A) the same
price per share used in or implied by the transaction constituting the
triggering event and (B) the price determined by valuing PST prior to the
option exercise at $50 million during the first year of the option, $60
million during the second option year, $70 million during the third option
year and $80 million during the fourth option year. The option will expire
after four years unless terminated sooner after the occurrence of the trigger
events.
Item 4. Purpose of Transaction.
-----------------------
RDC purchased all the shares of Common Stock pursuant to the
Purchase Agreement solely for investment purposes. RDC believes that the
exchange of the PST Securities for shares of Common Stock will provide RDC
with greater potential for capital appreciation on its investment.
Pursuant to the Purchase Agreement, Geotek agreed to file within
30 days after the Closing a registration statement with the Securities and
Exchange Commission for the sale by RDC of the 338,038 shares of Common
Stock purchased for $3,000,000 and to use Geotek's best efforts to cause
such registration statement to become effective within 60 days after such
filing. RDC agreed not to sell the 1,800,000 shares of Common Stock issued
to it in exchange for the PST Securities for a period of two years ending
on the second anniversary of the Closing without Geotek's prior written
consent. Geotek also agreed that if after such second anniversary RDC is
not legally permitted under United States securities laws to sell such
1,800,000 shares of Common Stock pursuant to Rule 144 under the Securities
Act of 1933, as amended (in accordance with the volume limitations set
forth therein), Geotek would promptly cause the registration of such shares
for resale in accordance with applicable United States securities laws.
The Reporting Persons may from time to time seek to acquire
additional shares of Common Stock in the over-the-counter market or
transactions negotiated with other shareholders (but not by means of a
tender offer), at prices and/or other terms acceptable to the purchasing
Reporting Persons. If they believe it to be in their interests, none of
the Reporting Persons are foreclosed from disposing of all or any portion
of their shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Geotek has advised the Reporting Persons that there were
51,537,849 shares of Common Stock outstanding on September 28, 1995, the
date the total number of shares of Common Stock
Page 18 of 41 pages
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owned and agreed to be purchased by the Reporting Persons represented more
than 5% of the shares of Common Stock. The percentages of Common Stock set
forth on this Statement are based on 53,675,877 shares, representing the
total of 51,537,849 shares outstanding on September 28, 1995 and the
2,138,028 shares to be issued pursuant to the Purchase Agreement.
As discussed in Item 3 of this Statement, pursuant to the
Purchase Agreement, at the Closing (i) Geotek, through GP, will issue to
RDC 1,800,000 shares of Common Stock in exchange for the PST Securities and
(ii) Geotek will issue to RDC 338,028 shares of Common Stock for
$3,000,000.
The Reporting Persons have not purchased or sold any shares of
Common Stock since July 15, 1995 (more than 60 days prior to the date that
the total number of shares of Common Stock owned and agreed to be purchased
by the Reporting Persons represented more than 5% of the outstanding shares
of Common Stock).
As of September 28, 1995, various of the Reporting Persons shared
the power to vote and dispose up to 3,461,228 shares of Common Stock, or
approximately 6.4% of the shares of Common Stock. As of such date, RDC
beneficially owned 3,388,028 shares of Common Stock, or approximately 6.3%
of the shares of Common Stock (including the 2,138,028 shares of Common
Stock to be purchased under the Purchase Agreement). In addition, as of
such date, Albar directly owned 50,000 shares of Common Stock, or 0.1% of
the shares of Common Stock, and IDB Development directly owned 23,200
shares of Common Stock, or 0.1% of the shares of Common Stock.
As of September 28, 1995, DEP, by reason of its ownership
interest in RDC, and PEC and Elron, by reason of their ownership interests
in DEP, shared the power to vote and dispose of 3,388,028 shares of Common
Stock. As of such date, DIC, by reason of its ownership interests in DEP
and Albar, shared the power to vote and dispose of 3,438,028 shares of
Common Stock. As of such date, IDB Development, by reason of its ownership
interests in PEC and DIC and its direct ownership of 23,200 shares of
Common Stock, and IDB Holding, by reason of its ownership interest in IDB
Development, shared the power to vote and dispose of 3,461,228 shares of
Common Stock.
As reflected on the Schedules hereto, information provided to the
Reporting Persons indicates that as of September 28, 1995 the executive
officers and directors of IDB Holding, IDB Development, PEC, DIC, Elron,
Albar, DEP and RDC (other than the persons who are Reporting Persons) owned
an aggregate of 30,700 shares of Common Stock of Geotek.
Page 19 of 41 pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
Not applicable.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Schedules A, B, C Name, citizenship, business address, present
D, E and F principal occupation and employer of
executive officers and directors of (i)
IDB Holding, (ii) IDB Development, (iii) PEC,
(iv) DIC and Albar, (v) Elron and (vi) RDC.
Exhibit 1 - Agreement dated September 18, 1995 between RDC and PEC
authorizing PEC to file this Schedule 13D and any amendments
hereto on behalf of RDC.
Exhibit 2 - Agreement dated September 18, 1995 between DEP and PEC
authorizing PEC to file this Schedule 13D and any amendments
hereto on behalf of DEP.
Exhibit 3 - Agreement dated September 18, 1995 between Albar and PEC
authorizing PEC to file this Schedule 13D and any amendments
hereto on behalf of Albar.
Exhibit 4 - Agreement dated September 18, 1995 between DIC and PEC
authorizing PEC to file this Schedule 13D and any amendments
hereto on behalf of DIC.
Exhibit 5 - Agreement dated September 17, 1995 between Elron and PEC
authorizing PEC to file this Schedule 13D and any amendments
hereto on behalf of Elron.
Exhibit 6 - Agreement dated September 17, 1995 between IDB Development
and PEC authorizing PEC to file this Schedule 13D and any
amendments hereto on behalf of IDB Development.
Exhibit 7 - Agreement dated September 17, 1995 between IDB Holding and
PEC authorizing PEC to file this Schedule 13D and any
amendments hereto on behalf of IDB Holding.
Exhibit 8 - Agreement dated September 28, 1995 between Raphael Recanati
and PEC authorizing PEC to file this Schedule 13D and any
amendments hereto on behalf of Mr. Recanati.
Exhibit 9 - Agreement dated September 18, 1995 between Jacob Recanati
and PEC authorizing PEC to file this
Page 20 of 41 pages
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Schedule 13D and any amendment hereto on behalf of Mr.
Recanati.
Exhibit 10 - Agreement dated September 14, 1995 between Leon Recanati and
PEC authorizing PEC to file this Schedule 13D and any
amendment hereto on behalf of Mr. Recanati.
Exhibit 11 - Agreement dated September 18, 1995 between Judith Yovel
Recanati and PEC authorizing PEC to file this Schedule 13D
and any amendment hereto on behalf of Mrs. Recanati.
Signature
- ---------
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned hereby certify that the information set
forth in this Statement is true, complete and correct.
October 6, 1995 RDC-Rafael Development Corporation Ltd.
DEP Technology Holdings Ltd.
PEC Israel Economic Corporation
Albar Finance and Leasing Ltd.
Discount Investment Corporation Ltd.
Elron Electronic Industries Ltd.
IDB Development Corporation Ltd.
IDB Holding Corporation Ltd.
Raphael Recanati
Jacob Recanati
Leon Recanati
Judith Yovel Recanati
By: PEC Israel Economic Corporation
By: s/JAMES I. EDELSON
----------------------------------------
James I. Edelson, Executive Vice President of PEC
Israel Economic Corporation for itself and on
behalf of RDC-Rafael Development Corporation Ltd.,
DEP Technology Holdings Ltd., Albar Finance and
Leasing Ltd., Discount Investment Corporation
Ltd., Elron Electronic Industries Ltd., IDB
Development Corporation Ltd., IDB Holding
Corporation Ltd., Raphael Recanati, Jacob
Recanati, Leon Recanati and Judith Yovel Recanati
pursuant to the agreements annexed hereto as
Exhibits 1-11.
Page 21 of 41 pages
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Schedule A
(Information provided as of September 28, 1995 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers, Directors and Persons Controlling
IDB Holding Corporation Ltd. (1)
("IDBH")
The Tower, 3 Daniel Frisch Street, Tel Aviv, Israel
(citizenship the same as country of residence unless otherwise noted)
Principal
Name and Address Position Occupation
- ---------------- -------- ----------
Raphael Recanati Chairman of the Chairman of the Board and
The Tower Board, Chairman of Managing Director of IDBH,
3 Daniel Frisch Street the Executive President of Finmar
Tel Aviv, Israel Committee and Equities Co. (Shipping
Managing Director and Finance) (2)
Arie Carasso Director Joint Managing Director
26 Rival Street of Moise Carasso Sons Ltd.
Tel Aviv, Israel (3)
Haym Carasso Director Joint Managing Director
26 Rival Street of Moise Carasso Sons Ltd.
Tel Aviv, Israel (4)
Joseph Ciechanover Director Chairman of the Board of
Ben-Gurion Airport El Al Israel Airlines Ltd.
70100 Israel and Managing Director of
the Challenge Fund (5)
Eliahu Cohen Joint Managing Joint Managing Director
The Tower Director of IDBH (6)
3 Daniel Frisch Street
Tel Aviv, Israel
William M. Davidson Director Chief Executive Officer
2300 Harmon Road of Guardian Industries
Auburn Hills, Michigan Corporation
Gideon Dover Director Director of Companies
4 Uri Street
Tel Aviv, Israel
Arnon Gafny Director Economist
4 Rabbi Benjamin St.
Jerusalem, Israel
Chaim Herzog Director Director of Companies (7)
Beth Ammot Mishpat
8 Shaul Hamelech Blvd.
Tel Aviv, Israel
Page 22 of 41 pages
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Principal
Name and Address Position Occupation
- ------------------ -------- ----------
Hermann Merkin Director Member of the New York
415 Madison Avenue Stock Exchange, Inc.
New York, New York and the American Stock
Exchange, Inc.(8)
Raphael Molho Director Director of Companies
22 Ibn Gvirol Street (9)
Jerusalem, Israel
Jacob Recanati Director Managing Director of
3 Habankim Street El-Yam Ships Ltd.
Haifa, Israel
Leon Recanati Director Joint Managing Director
The Tower of IDBH (10)
3 Daniel Frisch Street
Tel Aviv, Israel
Oudi Recanati Director Director of Companies
Yahalom Tower (11)
3A Jabotinsky Street
Ramat Gan, Israel
Meir Rosenne Director Lawyer
14 Aluf Simhony Street
Jerusalem, Israel
Dov Tadmor Director Managing Director of
14 Beth Hashoeva Lane Discount Investment
Tel Aviv, Israel Corporation Ltd. (12)
Judith Yovel Recanati Housewife
64 Kaplan Street
Herzliya, Israel
Dalia Lev Deputy General Deputy General Manager
The Tower Manager and and Principal Accounting
3 Daniel Frisch Street Principal Account- Officer of IDBH (13)
Tel Aviv, Israel ing Officer
Arthur Caplan* Secretary Secretary of IDBH
The Tower
3 Daniel Frisch Street
Tel Aviv, Israel
James I. Edelson U.S. Resident Executive Vice President,
511 Fifth Avenue Secretary Secretary and General
New York, New York Counsel of PEC Israel
Economic Corporation
Page 23 of 41 pages
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(1) As of September 28, 1995, IDB Holding Corporation Ltd., an Israeli
corporation located at The Tower, 3 Daniel Frisch Street, Tel Aviv, Israel,
owned 71.48% of the outstanding shares of IDB Development Corporation Ltd.
As of September 28, 1995, companies controlled by Raphael Recanati, Jacob
Recanati, Leon Recanati and Judith Yovel Recanati held in the aggregate
approximately 52.4% of the voting power and equity of IDB Holding
Corporation Ltd.
(2) Mr. Raphael Recanati is Chairman and Managing Director of IDB Development
and Chairman of DIC and PEC.
(3) Mr. Arie Carasso is a Director of IDB Development.
(4) Mr. Haym Carasso is a Director of DIC.
(5) Mr. Joseph Ciechanover is a Director of IDB Development and PEC.
(6) Mr. Cohen is Joint Managing Director of IDB Development and a Director of
DIC and PEC.
(7) Mr. Herzog owns 300 shares of Common Stock of Geotek.
(8) Mr. Merkin is a Director of DIC and PEC and owns 25,000 shares of Common
Stock of Geotek.
(9) Mr. Molho is a Director of IDB Development.
(10) Mr. Leon Recanati is Joint Managing Director of IDB Development and a
Director of DIC and Elron.
(11) Mr. Oudi Recanati is a Director of IDB Development.
(12) Mr. Tadmor is a Director of IDB Development, Elron and DEP, Managing
Director of Albar and Chairman of RDC.
(13) Mrs. Lev is Deputy General Manager and Principal Accounting Officer of IDB
Development, a Director of DIC and Controller of PEC resident in Israel.
* Mr. Caplan is a dual citizen of Israel and Great Britain.
Based on information provided to the Reporting Persons, except as
disclosed in Item 2 to this Schedule 13D, none of the persons listed
above has been convicted, or is subject to a judgment, decree or final
order, in any of the legal proceedings enumerated in Items 2(d) and
2(e) of Schedule 13D.
Page 24 of 41 pages
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Schedule B
(Information provided as of September 28, 1995
in response to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of IDB Development Corporation
Ltd. who are not Executive Officers or Directors of IDBH
Address is: The Tower, 3 Daniel Frisch Street, Tel Aviv, Israel
(citizenship is Israel)
Name and Address Position Principal Occupation
- ----------------- -------- --------------------
Abraham Ben Joseph Director Director of Companies
87 Haim Levanon Street
Ramat Aviv
Tel Aviv, Israel
Haim Erez Director General Manager, Israel
Yahalom Tower Chemicals Ltd.
3A Jabotinsky Street
Ramat Gan, Israel
Yair Hamburger Director Chairman and Managing
29 Derech Haganim Director of
Kfar Shmaryahu, Israel Harel Hamishmar
Investments Ltd.
David Leviatan Director Director of Companies
18 Mendele Street
Herzliya, Israel
Michael Levy Director President, Nilit, Ltd.
Textile Fashion Ctr.
2 Kaufman Street
Tel Aviv, Israel
Based on information provided to the Reporting Persons, none of the
persons listed above has been convicted, or is subject to a judgment, decree or
final order, in any of the legal proceedings enumerated in Items 2(d) and 2(e)
of Schedule 13D.
Page 25 of 41 pages
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Schedule C
(Information provided as of September 28, 1995 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of PEC who
are not Executive Officers or Directors of IDBH
Address is: PEC Israel Economic Corporation
511 Fifth Avenue, New York, NY 10017
(citizenship is United States, unless otherwise noted)
Name and Address Position Principal Occupation
- ---------------- -------- --------------------
Robert H. Arnow Director President, Swig, Weiler and
1114 Ave. of the Americas Arnow Mgt. Co., Inc.,
New York, New York Real Estate
Roger Cukierman Director Chief Executive Officer,
(citizen of France) La Compagnie Financiere
47 rue du Faubourg Edmond de Rothschild Banque
Saint Honore 75008
Paris, France
Alan S. Jaffe Director Partner, Proskauer Rose Goetz
1585 Broadway Mendelsohn, Attorneys
New York, New York
Frank J. Klein President President of PEC (1)
511 Fifth Avenue and Director
New York, New York
Harvey M. Meyerhoff Director Chairman, Magna Holdings, Inc.,
25 South Charles St. Investments
Baltimore, Maryland
Alan S. Rosenberg Director Private Investor
1585 Broadway
New York, New York
Richard S. Zeisler Director Private Investor
980 Fifth Avenue
New York, New York
William Gold Treasurer Treasurer of PEC
511 Fifth Avenue
New York, New York
- -------------------
(1) Mr. Klein is a director of RDC, DEP and Elron.
Based upon information provided to the Reporting Persons, none of the persons
listed above has been convicted, or is subject to a judgment, decree or final
order, in any of the legal proceedings enumerated in Items 2(d) and 2(e) of
Schedule 13D.
Page 26 of 41 pages
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Schedule D
(Information provided as of September 28, 1995 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Discount Investment Corporation, Ltd. ("DIC")
and Albar Financing and Leasing Ltd. ("Albar")
who are not Executive Officers or Directors of IDBH
Address is: 14 Beth Hashoeva Lane, Tel Aviv, Israel
(citizenship is Israel, unless otherwise noted)
Name and Address Position Principal Occupation
- ----------------- -------- --------------------
Dr. Michael Anghel Director and Senior Manager of DIC (2)(3)
4 Affter Street Senior Manager (1)
Tel Aviv, Israel
Gideon S. Erhard Director and Senior Manager of DIC (2)
7 Yair Street Senior Manager (1)
Ramat Hasharon, Israel
Jacob Eshel Director and Senior Manager of DIC (2)
9 Berdichevsky Street Senior Manager (1)
Givataim, Israel
Leon (Lenny) Recanati Director and Senior Manager of DIC (2)
77 Shalva Street Senior Manager (1)
Herzliya Pituach, Israel
Joseph J. Boock * Director and Finance Manager of DIC
47A Nordau Street Finance Manager (1)
Herzliya B, Israel
Prof. Se'ev Neuman Director Lecturer at Tel Aviv
3A Kashani Street University
Tel Aviv, Israel
Moshe Porath Director Attorney
28 Ahavat Zion Street
Tel Aviv, Israel
Amos Bankirer Controller (1) Controller of DIC
1 Zaelim Street
Ramat Gan, Israel
Shlomo Cohen** Legal Counsel and Legal Counsel and
14 Beth Hashoeva Lane Secretary (1) Secretary of DIC
Tel Aviv, Israel
Page 27 of 41 pages
<PAGE>
(1) Holds the same position or positions with Albar.
(2) Messrs. Anghel, Erhard, Eshel and Recanati are each a Director of Elron.
(3) Dr. Anghel is a Director of RDC.
* Mr. Boock is a dual citizen of Israel and New Zealand.
** Mr. Cohen is a dual citizen of Israel and Great Britain.
Based on information provided to the Reporting Persons, none of the persons
listed above has been convicted, or is subject to a judgment, decree or final
order, in any of the legal proceedings enumerated in Items 2(d) and 2(e) of
Schedule 13D.
Page 28 of 41 pages
<PAGE>
Schedule E
(Information provided as of September 28, 1995 in response
to items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Elron Electronic Industries Ltd. ("Elron")
who are not Executive Officers or Directors of
IDBH, IDBD, PEC or DIC
Address is: Advanced Technology Center, P.O.B. 1573, Haifa, Israel
(citizenship is Israel).
Principal
Name and Address Position Occupation
- ---------------- -------- ----------
Uzia Galil Chairman of the Chairman of the Board
Advanced Technology Center Board and Chief and Chief Executive
P.O.B. 1573 Executive Officer Officer of Elron (1)
Haifa, Israel
Aviezer Chelouche Director Chief Executive Officer
46 Beeri Street of Modiin Energy Limited
Tel Aviv, Israel Partnership
Emmanuel Gill Director President and Chief
Advanced Technology Center Executive Officer of
P.O.B. 539 Elbit Ltd.
Haifa, Israel
Yitzhak Modai Director Economic Consultant,
Beit-Amot Michpat Former Minister of
8 Shaul Hamelech Blvd. Finance of Israel
Tel Aviv, Israel
Dr. Abraham (Abe) Peled Director Chief Executive Officer
6 Kiryat Mada Street of News Datacom Ltd.
Har Hotzvim, P.O.B. 23012
Jerusalem, Israel
Prof. Eliezer Schlifer Director Professor of Economics
58 Shvedia Street and Business Adminis-
Haifa, Israel tration at Haifa
University
Abraham Peri Vice President, Vice President,
Advanced Technology Center Technologies Technologies
P.O.B. 1573
Haifa, Israel
Doron Birger Vice President, Vice President,
Advanced Technology Center Finance, and Finance, and Corporate
P.O.B. 1573 Corporate Secretary
Haifa, Israel Secretary
(1) Mr. Galil is a director of RDC and DEP.
Based on information provided to the Reporting Persons, none of the persons
listed above has been convicted, or is subject to a judgment, decree or final
order, in any of the legal proceedings enumerated in Items 2(d) and 2(e) of
Schedule 13D.
Page 29 of 41 pages
<PAGE>
Schedule F
(Information provided as of September 28, 1995
in response to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
RDC-Rafael Development Corporation Ltd. ("RDC")
who are not Executive Officers or Directors of
IDBH, IDB Development, PEC, DIC and Elron
Address is: 14 Beth Hashoeva Lane, Tel Aviv, Israel
(citizenship is Israel)
Name and Address Position Principal Occupation
- ---------------- -------- --------------------
Ruben Baron Director President of
14 Nurit Street Galram Technology
Haifa, Israel Industries Ltd. (1)
Yitzhak Gat Director President of Rafael
41 Aya Street Armament Development
Neve Rom Authority
Ramat Hasharon, Israel
Dr. Eli Ofer Director Head of Electric System
83 Hagdud Ha'ivri Street Division of Rafael
Kiryat Haim, Israel Armament Development
Authority
Daniel Shwepi Director Vice President -
1 Hazayit Street Finance, Rafael
Binyamina, Israel Armament Development
Authority
Ruben Krupick President President of
14 Beth Hashoeva Lane RDC
Tel Aviv, Israel
Tzvi Ben David Vice President- Vice President-
14 Beth Hashoeva Lane Finance Finance of RDC
Tel Aviv, Israel
Ori Braun Vice President - Vice President -
14 Beth Hashoeva Lane Business Business
Tel Aviv, Israel Development Development of RDC (2)
(1) Mr. Baron owns 400 shares of Common Stock of Geotek.
(2) Mr. Braun owns 5,000 shares of Common Stock of Geotek.
Based on information provided to the Reporting Persons, none of the persons
listed above has been convicted, or is subject to a judgement, decree or final
order, in any of the legal proceedings enumerated in Items 2(d) and 2(e) of
Schedule 13D.
Page 30 of 41 pages
EXHIBIT 1
September 18, 1995
PEC Israel Economic Corporation
511 Fifth Avenue
New York, New York 10017
U.S.A.
- ------
Gentlemen:
Pursuant to Rule 13d-1(f)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agrees that PEC
Israel Economic Corporation ("PEC") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13D and
any amendments thereto in respect of shares of Geotek Communications, Inc.
purchased, owned or sold from time to time by the undersigned.
PEC is hereby authorized to file a copy of this letter as an exhibit
to said Schedule 13D or any amendments thereto.
Very truly yours,
RDC-Rafael Development Corporation Ltd.
By: s/DOV TADMOR
------------------------------------
By: s/RUBEN BARON
------------------------------------
Agreed: PEC Israel Economic Corporation
By: s/JAMES I. EDELSON
-----------------------------------------------
James I. Edelson,
Executive Vice President
Page 31 of 41 pages
EXHIBIT 2
September 18, 1995
PEC Israel Economic Corporation
511 Fifth Avenue
New York, New York 10017
U.S.A.
- ------
Gentlemen:
Pursuant to Rule 13d-1(f)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agrees that PEC
Israel Economic Corporation ("PEC") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13D and
any amendments thereto in respect of shares of Geotek Communications, Inc.
purchased, owned or sold from time to time by the undersigned.
PEC is hereby authorized to file a copy of this letter as an exhibit
to said Schedule 13D or any amendments thereto.
Very truly yours,
DEP Technology Holdings Ltd.
By: s/DOV TADMOR
---------------------------
By: s/SHLOMO COHEN
---------------------------
Agreed: PEC Israel Economic Corporation
By: s/JAMES I. EDELSON
---------------------------
James I. Edelson,
Executive Vice President
Page 32 of 41 pages
EXHIBIT 3
September 18, 1995
PEC Israel Economic Corporation
511 Fifth Avenue
New York, New York 10017
U.S.A.
- ------
Gentlemen:
Pursuant to Rule 13d-1(f)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agrees that PEC
Israel Economic Corporation ("PEC") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13D and
any amendments thereto in respect of shares of Geotek Communications, Inc.
purchased, owned or sold from time to time by the undersigned.
PEC is hereby authorized to file a copy of this letter as an exhibit
to said Schedule 13D or any amendments thereto.
Very truly yours,
Albar Finance and Leasing Ltd.
By:s/JOSEPH BOOCK
----------------------------
By:s/DOV TADMOR
----------------------------
Agreed: PEC Israel Economic Corporation
By: s/JAMES I. EDELSON
---------------------------
James I. Edelson,
Executive Vice President
Page 33 of 41 pages
EXHIBIT 4
September 18, 1995
PEC Israel Economic Corporation
511 Fifth Avenue
New York, New York 10017
U.S.A.
- ------
Gentlemen:
Pursuant to Rule 13d-1(f)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agrees that PEC
Israel Economic Corporation ("PEC") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13D and
any amendments thereto in respect of shares of Geotek Communications, Inc.
purchased, owned or sold from time to time by the undersigned.
PEC is hereby authorized to file a copy of this letter as an exhibit
to said Schedule 13D or any amendments thereto.
Very truly yours,
Discount Investment Corporation Ltd.
By:s/DOV TADMOR
----------------------------------
By:s/SHLOMO COHEN
----------------------------------
Agreed: PEC Israel Economic Corporation
By: s/JAMES I. EDELSON
---------------------------
James I. Edelson,
Executive Vice President
Page 34 of 41 pages
EXHIBIT 5
September 17, 1995
PEC Israel Economic Corporation
511 Fifth Avenue
New York, New York 10017
Gentlemen:
Pursuant to Rule 13d-1(f)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agrees that PEC
Israel Economic Corporation ("PEC") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13D and
any amendments thereto in respect of shares of Geotek Communications, Inc.
purchased, owned or sold from time to time by the undersigned.
PEC is hereby authorized to file a copy of this letter as an exhibit
to said Schedule 13D or any amendments thereto.
Very truly yours,
Elron Electronic Industries Ltd.
By: s/UZIA GALIL
-----------------------------
Name: Uzia Galil
Title: Chairman
By: s/DORON BIRGER
-----------------------------
Name: Doron Birger
Title: Vice President, Finance
and Corporate Secretary
Agreed: PEC Israel Economic Corporation
By s/JAMES I. EDELSON
----------------------------
James I. Edelson,
Executive Vice President
Page 35 of 41 pages
EXHIBIT 6
September 17, 1995
PEC Israel Economic Corporation
511 Fifth Avenue
New York, New York 10017
Gentlemen:
Pursuant to Rule 13d-1(f)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agrees that PEC
Israel Economic Corporation ("PEC") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13D and
any amendments thereto in respect of shares of Geotek Communications, Inc.
purchased, owned or sold from time to time by the undersigned.
PEC is hereby authorized to file a copy of this letter as an exhibit
to said Schedule 13D or any amendments thereto.
Very truly yours,
IDB Development Corporation Ltd.
By: s/ELIAHU COHEN
----------------------------
Eliahu Cohen, Joint Managing
Director
By: s/ARTHUR CAPLAN
-----------------------------
Arthur Caplan, Corporate
Secretary
Agreed: PEC Israel Economic Corporation
By s/JAMES I. EDELSON
-----------------------------
James I. Edelson,
Executive Vice President
Page 36 of 41 pages
EXHIBIT 7
September 17, 1995
PEC Israel Economic Corporation
511 Fifth Avenue
New York, New York 10017
Gentlemen:
Pursuant to Rule 13d-1(f)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agrees that PEC
Israel Economic Corporation ("PEC") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13D and
any amendments thereto in respect of shares of Geotek Communications, Inc.
purchased, owned or sold from time to time by the undersigned.
PEC is hereby authorized to file a copy of this letter as an exhibit
to said Schedule 13D or any amendments thereto.
Very truly yours,
IDB Holding Corporation Ltd.
By:s/ELIAHU COHEN
----------------------------
Eliahu Cohen, Joint Managing
Director
By:s/ARTHUR CAPLAN
----------------------------
Arthur Caplan, Corporate
Secretary
Agreed: PEC Israel Economic Corporation
By s/JAMES I. EDELSON
----------------------------
James I. Edelson,
Executive Vice President
Page 37 of 41 pages
EXHIBIT 8
September 28, 1995
PEC Israel Economic Corporation
511 Fifth Avenue
New York, New York 10017
Gentlemen:
Pursuant to Rule 13d-1(f)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agrees that PEC
Israel Economic Corporation ("PEC") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13D and
any amendments thereto in respect of shares of Geotek Communications, Inc.
purchased, owned or sold from time to time by the undersigned.
PEC is hereby authorized to file a copy of this letter as an exhibit
to said Schedule 13D or any amendments thereto.
Very truly yours,
s/RAPHAEL RECANATI
Raphael Recanati
Agreed: PEC Israel Economic Corporation
By s/JAMES I. EDELSON
----------------------------
James I. Edelson,
Executive Vice President
Page 38 of 41 pages
EXHIBIT 9
September 18, 1995
PEC Israel Economic Corporation
511 Fifth Avenue
New York, New York 10017
Gentlemen:
Pursuant to Rule 13d-1(f)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agrees that PEC
Israel Economic Corporation ("PEC") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13D and
any amendments thereto in respect of shares of Geotek Communications, Inc.
purchased, owned or sold from time to time by the undersigned.
PEC is hereby authorized to file a copy of this letter as an exhibit
to said Schedule 13D or any amendments thereto.
Very truly yours,
s/JACOB RECANATI
Jacob Recanati
Agreed: PEC Israel Economic Corporation
By s/JAMES I. EDELSON
-----------------------------
James I. Edelson,
Executive Vice President
Page 39 of 41 pages
EXHIBIT 10
September 14, 1995
PEC Israel Economic Corporation
511 Fifth Avenue
New York, New York 10017
Gentlemen:
Pursuant to Rule 13d-1(f)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agrees that PEC
Israel Economic Corporation ("PEC") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13D and
any amendments thereto in respect of shares of Geotek Communications, Inc.
purchased, owned or sold from time to time by the undersigned.
PEC is hereby authorized to file a copy of this letter as an exhibit
to said Schedule 13D or any amendments thereto.
Very truly yours,
s/LEON RECANATI
Leon Recanati
Agreed: PEC Israel Economic Corporation
By s/JAMES I. EDELSON
----------------------------
James I. Edelson,
Executive Vice President
Page 40 of 41 pages
EXHIBIT 11
September 18, 1995
PEC Israel Economic Corporation
511 Fifth Avenue
New York, New York 10017
Gentlemen:
Pursuant to Rule 13d-1(f)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agrees that PEC
Israel Economic Corporation ("PEC") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13D and
any amendments thereto in respect of shares of Geotek Communications, Inc.
purchased, owned or sold from time to time by the undersigned.
PEC is hereby authorized to file a copy of this letter as an exhibit
to said Schedule 13D or any amendments thereto.
Very truly yours,
s/JUDITH YOVEL RECANATI
Judith Yovel Recanati
Agreed: PEC Israel Economic Corporation
By s/JAMES I. EDELSON
----------------------------
James I. Edelson,
Executive Vice President
Page 41 of 41 pages
