UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
GEOTEK COMMUNICATIONS, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
373654102
(CUSIP Number)
Kenneth N. Shelton
Schell Bray Aycock Abel & Livingston L.L.P.
Post Office Box 21847
Greensboro, North Carolina 27420
(910) 373-8800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 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 [ ].
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Check the following box if a fee is being paid with the statement
[ ]. (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
disclosure 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).
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SCHEDULE 13D
CUSIP No. 373654102
____________________________________________________________
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Vanguard Cellular Systems, Inc.
56-1490590
____________________________________________________________
2 Check the Appropriate Box If a Member of a Group
(See Instructions)
a.
b.
_________________________________________________________
3 SEC Use Only
____________________________________________________________
4 Source of Funds
(See Instructions)
WC, BK
____________________________________________________________
5 Check If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
____________________________________________________________
6 Citizenship or Place of Organization
North Carolina
____________________________________________________________
7 Sole Voting Power
Number of 8,616,963
Shares _________________________________________
Beneficially 8 Shares Voting Power
Owned By 0
Each Reporting _________________________________________
Person 9 Sole Dispositive Power
With 8,616,963
_________________________________________
10 Shared Dispositive Power
0
_________________________________________
____________________________________________________________
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
8,616,963
___________________________________________________________
12 Check If The Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
____________________________________________________________
13 Percent of Class Represented By Amount in Row (11)
14.26%
____________________________________________________________
14 Type of Reporting Person (See Instructions)
CO
____________________________________________________________
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Vanguard Cellular Systems, Inc. ("Vanguard") is filing
this Amendment No. 4 dated September 1, 1995 ("Amendment No. 4") to
the Schedule 13D dated January 7, 1994 (the "Original
Schedule 13D"), Amendment No. 1 to the Original Schedule 13D
dated February 25, 1994 ("Amendment No. 1") and Amendment
No. 2 to the Original Schedule 13D dated April 27, 1995
("Amendment No. 2") and Amendment No. 3 to the Original Schedule
13D dated June 5, 1995 ("Amendment No. 3")(the documents
collectively are referred to herein as the "Schedule 13D").
Item 1. Security and Issuer.
The Schedule 13D relates to Vanguard's beneficial
ownership of common stock, $.01 par value, ("Common Stock")
of Geotek Communications, Inc. (formerly Geotek Industries,
Inc.), 20 Craig Road, Montvale, N.J. 07645 ("Issuer").
Item 4. Purpose of Transaction.
As indicated in the Original Schedule 13D, Amendment No.
1, Amendment No. 2 and Amendment No. 3, Vanguard has acquired
securities in the Issuer for investment purposes. Vanguard has no
current intent to acquire control of the Issuer.
The purpose of this Amendment No. 4 to the Schedule 13D
is to report the closing on September 1, 1995 of Vanguard's
agreement to purchase Series L Cumulative Convertible
Preferred Stock, par value $.01 per share, of the Issuer
("Preferred Stock") pursuant to a Stock Purchase Agreement
by and among the Issuer, Vanguard and Toronto Dominion
Investments, Inc.("TDI") (the "Preferred Stock Purchase
Agreement"). The Preferred Stock Purchase Agreement has been filed
as Exhibit 10 to this Schedule 13D and is described in Item 4 of
Amendment No. 3. Pursuant to the Preferred Stock Purchase
Agreement, Vanguard agreed on May 25, 1995 (the "Closing Date") to
purchase a total of 531,463 shares of Preferred Stock of the
Isssuer for a purchase price of $5,000,003.90. Pursuant to the
terms of the Preferred Stock Purchase Agreement, the shares were
issued and paid for on September 1, 1995.
The terms of the Preferred Stock are set forth in the
Certificate of Designation of Series L Cumulative
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<PAGE>
Convertible Preferred Stock of Geotek Communications, Inc.
(the "Certificate of Designation"), which has been filed as Exhibit
11 to this Schedule 13D and is described in Item 4 of Amendment No.
3.
Item 5. Interest in Securities of the Issuer.
(a) Vanguard currently owns 2,800,000 shares of Common
Stock, 531,463 shares of Preferred Stock
convertible into Common Stock and the right to
presently acquire 5,285,500 shares of Common Stock
pursuant to options granted by the Issuer. Based
on the number of shares the Issuer had outstanding
on June 30, 1995, Vanguard may be deemed to
beneficially own 14.26% of the outstanding shares
of Common Stock of the Issuer.
(b) Vanguard has sole voting and sole dispositive power
with respect to all the shares referred to in Item
5(a).
(c) N/A
(d) N/A
(e) N/A
Item 7. Material to be filed as Exhibits.
*(1) Stock Purchase Agreement by and between Geotek
Industries, Inc. and Vanguard Cellular
Systems, Inc., dated as of December 29, 1993
filed as Exhibit 1 to Vanguard Schedule 13D
dated January 7, 1994.
*(2) Loan Agreement between Vanguard and various
lenders led by The Bank of New York and The
Toronto-Dominion Bank as agents, dated as of
April 21, 1993, filed as Exhibit 2(a) to
Vanguard's Current Report on Form 8-K dated as
of April 21, 1993.
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*(3) Option Agreement by and between Geotek
Communications, Inc. and Vanguard Cellular
Systems, Inc. dated as of February 23, 1994
filed as Exhibit 3 to Vanguard Schedule 13D,
Amendment No.1, dated February 25, 1994.
*(4) Management Agreement by and between Geotek
Communications, Inc. and Vanguard Cellular
Systems, Inc. dated as of February 23, 1994
filed as Exhibit 4 to Vanguard Schedule 13D,
Amendment No.1, dated February 25, 1994.
*(5) Registration Rights Agreement by and between
Geotek Communications, Inc. and Vanguard
Cellular Systems, Inc. dated as of February
23, 1994 filed as Exhibit 5 to Vanguard
Schedule 13D, Amendment No.1, dated February
25, 1994.
*(6) System Access Agreement by and between Geotek
Communications, Inc. and Vanguard Cellular
Systems, Inc. dated as of February 23, 1994
filed as Exhibit 6 to Vanguard Schedule 13D,
Amendment No.1, dated February 25, 1994.
*(7) Stockholders Voting Agreement dated as of
February 23, 1994 filed as Exhibit 7 to
Vanguard Schedule 13D, Amendment No.1, dated
February 25, 1994.
*(8) First Amendment to Loan Agreement between
Vanguard and various lenders led by The Bank
of New York and The Toronto-Dominion Bank as
agents, dated as of January 31, 1994 filed as
Exhibit 8 to Vanguard Schedule 13D, Amendment
No.1, dated February 25, 1994.
*(9) Letter dated April 17, 1995 to Mr. Yaron I.
Eitan, Chief Executive Officer of Geotek
Communications, Inc. from Vanguard Cellular
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<PAGE>
Systems, Inc. and Toronto-Dominion
Investments, Inc. filed as Exhibit 9 to
Vanguard Schedule 13D, Amendment No. 2 dated
April 27, 1995.
*(10) Stock Purchase Agreement By and Among Geotek
Communications, Inc. Vanguard Cellular Systems,
Inc. and Toronto Dominion Investmennts, Inc.
dated as of May 23, 1995 filed as Exhibit 10 to
Vanguard Schedule 13D, Amendment No. 3, dated
June 5, 1995.
*(11) Certificate of Designation of Series L C
Cumulative Convertible Preferred Stock of
Geotek Communications, Inc. Filed as Exhibit
10 to Vanguard Schedle 13D, Amendment No. 3,
dated June 5, 1995.
*(12) Amendment to Vanguard Option, Management
Consulting and Registration Rights Agreements
filed as Exhibit 10 to Vanguard Schedule 13D,
Amendment No. 3, dated June 5, 1995.
______________________
* Incorporated by reference to the statement or report
indicated.
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SIGNATURE
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.
Date: September 6, 1995
VANGUARD CELLULAR SYSTEMS, INC.
By: /S/ Richard C. Rowlenson
Richard C. Rowlenson
Senior Vice President
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