UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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GEOTEK COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title 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 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).
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
GOLDMAN, SACHS & CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 5 SOLE VOTING POWER
SHARES 527,042
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 21,553
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 527,042
PERSON 8 SHARED DISPOSITIVE POWER
WITH 21,553
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
548,595
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%
12 TYPE OF REPORTING PERSON*
BD-IA-PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. NAME AND ADDRESS OF ISSUER, ETC.: Unchanged.
ITEM 2. NAME OF PERSON FILING, ETC.: Unchanged.
ITEM 3. THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b):
Unchanged.
ITEM 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: Unchanged.
(b) PERCENT OF CLASS: 0.9% (based on the Issuer's
representation that, as of June 14, 1996, there were 57,933,433
shares of Common Stock outstanding and assuming, in accordance
with Rule 13d-3(d)(1) under the Act, that all securities of the
Issuer that are convertible into or exercisable for Common Stock
and that are beneficially owned by the Reporting Person have been
converted or exercised into Common Stock).
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
Unchanged.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Unchanged.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
See Exhibit A.
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 purpose or effect.
SIGNATURE
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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.
July 2, 1996 GOLDMAN, SACHS & CO.
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Date
By: /s/ Eric Mindich
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Name: Eric Mindich
Title: Partner
INDEX TO EXHIBITS
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Exhibit
Reference Exhibit Page No.
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A Notice of Dissolution of Group 6
EXHIBIT A
On June 20, 1996, Goldman, Sachs & Co. (the "Reporting
Person") and Renaissance Fund LDC, Todd Investments Limited,
Stockton Partners L.P., Charles Bronfman Family Trust, The Kolber
Trust, S. Daniel Abraham, Arnhold and S. Bleichroeder, Inc., BEA
Associates, Continental Casualty Company 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 have been deemed to
have acted together 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
together for the purpose of holding, voting, or disposing of the
Common Stock or any other 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.
