UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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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 [X]. (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 7 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) [X]
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* [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%
12 TYPE OF REPORTING PERSON*
BD-IA-PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1.
(a) NAME OF ISSUER: Geotek Communications, Inc. (the
"Issuer")
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 20
Craig Road, Montvale, New Jersey 07654
ITEM 2.
(a) NAME OF PERSON FILING: Goldman, Sachs & Co.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 85 Broad Street,
New York, New York 10004
(c) CITIZENSHIP: New York
(d) TITLE OF CLASS OF SECURITIES: Common Stock
(e) CUSIP NUMBER: 373 654 1
ITEM 3. THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B):
The person filing this Statement is a:
(a) Broker or Dealer registered under Section 15 of the Act;
(e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940;
ITEM 4. OWNERSHIP.
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 be deemed to have
acted together for the purpose of acquiring such securities and,
therefore, to constitute a "group" for purposes of Rule 13d-5(b)
under the Act. Pursuant to Rule 13d-1(f)(2) under the Act, the
Other Investors have elected to file a Schedule 13D or Schedule
13G on an individual basis. Neither this filing nor anything
contained herein shall be deemed to be an admission by the
Reporting Person that a group exists or that the Reporting Person
is the beneficial owner of Common Stock beneficially owned by any
of the Other Investors.
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 equity securities of the Issuer.
Accordingly, this statement is being simultaneously amended to
reflect that, 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.
In the private placement described above, the Reporting
Person acquired securities that are convertible into, or
exercisable for, 527,042 shares of Common Stock. The Reporting
Person may be deemed to beneficially own [21,553] shares of
Common Stock held in customer's accounts with respect to which
the Reporting Person has investment discretion; the Reporting Person
disclaims beneficial ownership of these shares.
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 assuming that all
convertible and exchangeable securities of the Issuer
beneficially owned by the Reporting Person and by the Other
Investors have been converted or exercised into Common Stock.
Of the shares described in response to (a)-(c) below, the
Reporting Person has the right to acquire 527,042 shares.
(a) AMOUNT BENEFICIALLY OWNED: 548,595 shares.
(b) PERCENT OF CLASS: 0.8%. (assuming that all securities
of the Issuer that are convertible into or exercisable for the
Issuer's Common Stock which are beneficially owned by the
Reporting Person, and that all securities of the Issuer that are
convertible into or exercisable for the Issuer's Common Stock
which, to the knowledge of the Reporting Person, were acquired by
the Other Investors from the Issuer on June 20, 1996, have been
converted or exercised into Common Stock).
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or direct the vote: 527,042
(ii) shared power to vote or to direct the vote:
21,553
(iii) sole power to dispose or to direct the
disposition of: 527,042
(iv) shared power to dispose or to direct the
disposition of: 21,553
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 [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
21,553 of the shares reported in this Schedule 13G are held in
customer accounts with respect to which the Reporting Person has
investment discretion. Such customers have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
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.
As indicated in Item 4, the Reporting Person may be deemed
to be a member of a group for purposes of acquiring the Common
Stock of the Issuer. Although this Schedule 13G is being filed
by the Reporting Person individually, each member of the group is
identified on Exhibit A hereto.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
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 1, 1996 GOLDMAN, SACHS & CO.
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By:
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Name:
Title:
INDEX TO EXHIBITS
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Exhibit
Reference. Exhibit Page No.
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A Identification and Classification
of Members of the Group 7
EXHIBIT A
As indicated in Item 3 and described in Item 4, the
Reporting Person may be deemed to be part of a group. The
identity and Item 3 classification of each member of the group is
as follows:
Arnhold and S. Bleichroeder, Inc. Registered Broker-Dealer
and Investment Adviser
Continental Casualty Company Insurance Company
Goldman, Sachs & Co. Registered Broker-Dealer
and Investment Adviser
BEA Associates Registered Investment
Adviser
PEC Israel Economic Corporation Not Applicable
Renaissance Fund LDC Not Applicable
Todd Investments Limited Not Applicable
Stockton Partners L.P. Not Applicable
Charles Bronfman Family Trust Not Applicable
The Kolber Trust Not Applicable
S. Daniel Abraham Not Applicable
