OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden hours per form . . . 14.90
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
- -----------------------------------------------------------------
(Title of Class of Securities)
373 654 1
- -----------------------------------------------------------------
(CUSIP Number)
ARTHUR FLEISCHER, P.C.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA, NEW YORK, NY 10004
(212) 820-8000
- -----------------------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
JUNE 20, 1996
- -----------------------------------------------------------------
(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).
SCHEDULE 13D
CUSIP NO. 3736541 PAGE 2 OF 35 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARLES BRONFMAN FAMILY TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
QUEBEC
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,088,181
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,088,181
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,088,181
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP NO. 3736541 PAGE 3 OF 35 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE KOLBER TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 362,727
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 362,727
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
362,727
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP NO. 3736541 PAGE 4 OF 35 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RENAISSANCE FUND LDC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (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
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,209,090
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,209,090
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,209,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP NO. 3736541 PAGE 5 OF 35 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TODD INVESTMENTS LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,191,196
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,191,196
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,191,196
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP NO. 3736541 PAGE 6 OF 35 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STOCKTON PARTNERS L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (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
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 17,894
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,894
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,894
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP NO. 3736541 PAGE 7 OF 35 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S. DANIEL ABRAHAM
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 263,460
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 263,460
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
263,460
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
ITEM 1. Security and Issuer
This statement on Schedule 13D (this "Statement")
relates to the common stock, par value $.01 per share (the
"Common Stock"), of Geotek Communications, Inc. (the "Issuer").
The principal executive offices of the Issuer are located at 20
Craig Road, Montvale, New Jersey 07654.
ITEM 2. Identity and Background
This Statement is being filed jointly by the persons
(the "Reporting Persons") listed on the signature pages.
As more fully described in Item 4 of this Statement,
on June 20, 1996 the Reporting Persons, together with Arnhold and
S. Bleichroeder, Inc., BEA Associates, Continental Casualty
Company, Goldman, Sachs & Co. 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, Common Stock. Accordingly, the
Reporting Persons and the Other Investors may be deemed to have
acted in concert 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 while the Reporting Persons
are making this joint filing. Neither the fact of this filing
nor anything contained herein shall be deemed to be an admission
by any of the Reporting Persons that a group exists or previously
existed or that any Reporting Person is the beneficial owner of
Common Stock beneficially owned by any other Reporting Person or
by any Other Investor.
Although the Reporting Persons and the Other
Investors may be deemed to have acted in concert for the purpose
of acquiring certain equity securities of the Issuer, the
Reporting Persons have no agreement, arrangement or understanding
to act in concert with any of the Other Investors and S. Daniel
Abraham has no agreement, arrangement or understanding to act
in concert with any of the other Reporting Persons for the purpose of
holding, voting or disposing of any equity securities of the
Issuer. Accordingly, this Statement is being amended
simultaneously to reflect the fact that, as of the date hereof,
the Other Investors and S. Daniel Abraham are not members of a
"group" for purposes of Rule 13d-5(b) under the Act with respect
to the Common Stock.
Information with respect to each of the Reporting
Persons is given solely by such Reporting Person and no Reporting
Person has any responsibility for the accuracy or completeness of
the information supplied by another Reporting Person.
(a)-(c), (f) The name, state or other place of
organization, principal business and address of the principal
business and principal office of each non-natural person
Reporting Person and the name, address, present principal
occupation or employment (and the name, principal business and
address of any corporation or other organization in which such
employment is conducted) and citizenship of each natural person
Reporting Person are set forth on Appendix A hereto and are
incorporated by reference herein.
To the extent available as of the date hereof, the
information required by clauses (a)-(c) and (f)
of Item 2 of Schedule 13D with respect to each person enumerated
in Instruction C of Schedule 13D is set forth in Appendix B
hereto and is incorporated by reference herein.
(d), (e) To the knowledge of each Reporting Person,
during the last five years, neither such Reporting Person nor any
of its executive officers, directors, partners, trustees or other
controlling persons identified in Appendix B hereto has (i) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
ITEM 3. Source and Amount of Funds or Other Consideration
As more fully described in Items 4 and 5 of this
Statement, the Reporting Persons, in the aggregate, have acquired
34,179 units of the Issuer (the "Units"), with each Unit
consisting of (a) one share of the Issuer's Series N Cumulative
Convertible Preferred Stock, par value $.01 per share (the
"Series N Preferred Stock") and (b) a warrant to purchase 30
shares of Common Stock at a price of $11.00 per share
(collectively, the "Warrants"). The aggregate purchase price
paid by the Reporting Persons for the Units was $34,179,000.
Each Reporting Person acquired its Units with the
working capital or the personal funds of such Reporting Person,
or with funds made available from unsecured bank borrowings.
Each Reporting Person anticipates that the source of funds for
the exercise, if any, of the Warrants held by such Reporting
Person also will be the working capital or personal funds of such
Reporting Person, or with funds made available from unsecured bank
borrowings. The aggregate amount of funds necessary to
exercise all of the Warrants held by the Reporting Persons will
be $11,279,070.
ITEM 4. Purpose of Transaction
Pursuant to Subscription Agreements dated June 14,
1996 by and among the Issuer, each of the Reporting Persons and
the Other Investors (the "Subscription Agreement"), substantially
in the form attached as Exhibit A and incorporated herein by
reference, on June 20, 1996 the Reporting Persons purchased from
the Issuer an aggregate of 34,179 Units. Pursuant to the
Certificate of Designation of the Series N Preferred Stock (the
"Preferred Stock Certificate"), a form of which is attached
hereto as Exhibit B and incorporated herein by reference, each
share of Series N Preferred Stock is convertible, at any time,
into approximately 91 shares of Common Stock. Pursuant to the
Warrants, a form of which is attached hereto as Exhibit C and
incorporated herein by reference, the Warrants may be exercised,
at any time, to purchase Common Stock at a price of $11.00 per
share. Each Reporting Person acquired its Units for investment
purposes and will, from time to time, evaluate the status of such
investment in light of then-existing conditions.
Pursuant to the Preferred Stock Certificate, each
record holder of Series N Preferred Stock is entitled to receive
a 10% annual dividend on each share of Series N Preferred Stock
based on a $1,000 per share stated value of the Series N
Preferred Stock. The dividend is payable in equal quarterly
installments and is payable in Common Stock based on the Market
Value (as defined in Article III.A of the Preferred Stock
Certificate) of the Common Stock as of the applicable Dividend
Payment Date (as defined in the Preferred Stock Certificate). In
addition, pursuant to the Preferred Stock Certificate, on or
after June 20, 1998, the Issuer may, in its discretion, require
the conversion of all, but not less than all, of the Series N
Preferred Stock into Common Stock if the Closing Price (as
defined in the Preferred Stock Certificate) of the Common Stock
equals or exceeds $17.75 for 20 consecutive Trading Days (as
defined in the Preferred Stock Certificate). Furthermore,
pursuant to the Preferred Stock Certificate, in the event of a
Change of Control (as defined in the Preferred Stock
Certificate), the Issuer must redeem the shares of Series N
Preferred Stock held by Electing Holders (as defined in the
Preferred Stock Certificate). The redemption price per share is
payable in cash, Common Stock or a combination thereof, at the
election of the Issuer, and shall be equal to the sum of $1,000
plus all accrued but unpaid dividends. If all or part of the
redemption price is paid in Common Stock, the number of shares of
Common Stock payable will be determined based on the Market Value
of the Common Stock (as defined in Article V.D of the Preferred
Stock Certificate).
Pursuant to the Subscription Agreement, the Issuer
has agreed to use its good faith best efforts to cause a
registration statement under the Securities Act of 1933, as
amended, to become effective on or before September 30, 1996 with
respect to all shares of Common Stock issuable upon exercise of
the Warrants and all shares of Common Stock issuable upon
conversion of, and as a dividend on, the Series N Preferred
Stock.
The Reporting Persons currently have no plans or
proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D. However, each Reporting Person may, in its sole
discretion, exercise any and all rights it may have under the
Preferred Stock Certificate, the Warrants, the Subscription
Agreement or otherwise and may, from time to time, purchase or
sell in public or private transactions securities of the Issuer.
The summary set forth herein of certain provisions of
the Preferred Stock Certificate, the Warrants and the
Subscription Agreement does not purport to be a complete
description thereof and is qualified in its entirety by reference
to the full provisions of such documents that are attached as
Exhibits to this Statement and incorporated herein by reference
for all purposes.
ITEM 5. Interest in Securities of the Issuer
(a) The percentages set forth in this Item 5 of the
Common Stock beneficially owned by the Reporting Persons and the
Other Investors, in the aggregate, and by each Reporting Person
are based on the Issuer's representation in the Subscription
Agreement that, as of June 14, 1996, there were 57,933,433 shares
of Common Stock issued and outstanding. In addition, pursuant to Rule
13d- 3(d)(1) under the Act, for purposes of computing such
percentages, the aggregate number of shares of Common Stock issuable
upon the conversion of the Series N Preferred Stock, the exercise of
the Warrants and the conversion or exercise of other securities
held by the Reporting Persons and the Other Investors (which
equal 6,711,010) have been deemed to be outstanding.
I. Reporting Persons and the Other Investors in the
Aggregate. In the aggregate, the Reporting Persons and the Other
Investors beneficially own (i) 50,000 shares of Series N
Preferred Stock (which represent the right to acquire 4,545,454
shares of Common Stock) (ii) Warrants to purchase 1,500,000
shares of Common Stock, (iii) various other convertible or
exercisable securities (which represent the right to acquire
665,555 shares of Common Stock) and (iv) 4,597,383 shares of
Common Stock. Thus, the Reporting Persons and the Other
Investors, in the aggregate, beneficially own 11,308,392 shares
(of which they have the right to acquire 6,711,010 shares of
Common Stock) which represent approximately 17.5% of the
outstanding Common Stock.
II. Reporting Persons Individually
Renaissance Fund LDC. The Renaissance Fund LDC
beneficially owns 10,000 shares of Series N Preferred Stock
(which represent the right to acquire 909,090 shares of Common
Stock) and a Warrant to purchase 300,000 shares of Common Stock.
Thus, the Renaissance Fund LDC has the right to acquire 1,209,090
shares of Common Stock, which represent approximately 1.87% of
the outstanding Common Stock.
Todd Investments Limited. Todd Investments Limited
beneficially owns 9,852 shares of Series N Preferred Stock (which
represents the right to acquire 895,636 shares of Common Stock)
and a Warrant to purchase 295,560 shares of Common Stock. Thus,
Todd Investments Limited has the right to acquire 1,191,196
shares of Common Stock, which represent approximately 1.84% of
the outstanding Common Stock.
Charles Bronfman Family Trust. The Charles Bronfman
Family Trust beneficially owns 9,000 shares of Series N Preferred
Stock (which represent the right to acquire 818,181 shares of
Common Stock) and a Warrant to purchase 270,000 shares of Common
Stock. Thus, the Charles Bronfman Family Trust has the right to
acquire 1,088,181 shares of Common Stock, which represent
approximately 1.68% of the outstanding Common Stock.
The Kolber Trust. The Kolber Trust beneficially owns
3,000 shares of Series N Preferred Stock (which represent the
right to acquire 272,727 shares of Common Stock) and a Warrant to
purchase 90,000 shares of Common Stock. Thus, The Kolber Trust
has the right to acquire 362,727 shares of Common Stock, which
represent approximately 0.56% of the outstanding Common Stock.
S. Daniel Abraham. S. Daniel Abraham beneficially
owns 2,179 shares of Series N Preferred Stock (which represent
the right to acquire 198,090 shares of Common Stock) and a
Warrant to purchase 65,370 shares of Common Stock. Thus, S.
Daniel Abraham has the right to acquire 263,460 shares of Common
Stock, which represent approximately 0.41% of the outstanding
Common Stock.
Stockton Partners L.P. Stockton Partners L.P.
beneficially owns 148 shares of Series N Preferred Stock (which
represent the right to acquire 13,454 shares of Common Stock) and
a Warrant to purchase 4,440 shares of Common Stock. Thus,
Stockton Partners L.P. has the right to acquire 17,894 shares of
Common Stock, which represent approximately 0.03% of the
outstanding Common Stock.
(b) Each Reporting Person has sole power to vote or
direct the vote and the sole power to dispose or direct the
disposition of all Common Stock beneficially owned by such
Reporting Person.
(c) None of the Reporting Persons nor any other
person named in response to Item 2 has effected any transaction
in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
Other than the agreements set forth in Exhibits A, B
and C hereto, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the
persons named in response to Item 2 above and between such
persons and any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of
the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. Material to be Filed as Exhibits
EXHIBIT A - Form of Subscription Agreement dated
as of June 14, 1996
EXHIBIT B - Form of Certificate of Designation of
Series N Preferred Stock
EXHIBIT C - Form of Warrant to Purchase Common
Stock
EXHIBIT D - Agreement pursuant to Rule13d-
1(f)(1)(iii)
EXHIBIT E - Power of Attorney
EXHIBIT F - Power of Attorney
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.
July 1, 1996
-----------------------
Date CHARLES BRONFMAN FAMILY TRUST
By: /s/ Michel Boucher
--------------------------
Name: Michel Boucher
Title: Attorney-in-fact
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.
July 1, 1996
-----------------------
Date RENAISSANCE FUND LDC
By: STOCKTON PARTNERS L.P.
By: STOCKTON PARTNERS INC.,
its General Partner
By: /s/ Hildy Shandell
--------------------------
Name: Hildy Shandell
Title: Managing Director
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.
July 1, 1996
-----------------------
Date STOCKTON PARTNERS L.P.
By: STOCKTON PARTNERS INC.,
its General Partner
By: /s/ Hildy Shandell
--------------------------
Name: Hildy Shandell
Title: Managing Director
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.
July 1, 1996
-----------------------
Date TODD INVESTMENTS LIMITED
By: STOCKTON PARTNERS L.P.
By: STOCKTON PARTNERS INC.,
its General Partner
By: /s/ Hildy Shandell
--------------------------
Name: Hildy Shandell
Title: Managing Director
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.
July 1, 1996
-----------------------
Date
THE KOLBER TRUST
By: /s/ Michel Boucher
-------------------------
Name: Michel Boucher
Title: Attorney-in-fact
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.
July 1, 1996
-----------------------
Date
By: /s/ S. Daniel Abraham
-------------------------
S. Daniel Abraham
APPENDIX A-1
NAME, ADDRESS, ETC. OF REPORTING PERSONS
----------------------------------------
CHARLES BRONFMAN FAMILY TRUST
-----------------------------
Place of Organization: Quebec
Principal Business: To invest in securities and
other business interests of
all types
Address of the Principal Business: c/o Goodman Phillips &
Vineberg
430 Park Avenue, 10th Floor
New York, New York 10022
Address of Principal Office: c/o Goodman Phillips &
Vineberg
430 Park Avenue, 10th Floor
New York, New York 10022
APPENDIX A-2
NAME, ADDRESS, ETC. OF REPORTING PERSONS
----------------------------------------
THE KOLBER TRUST
----------------
Place of Organization: Cayman Islands
Principal Business: To invest in securities and
other business interests of
all types
Address of the Principal Business: c/o Ansbacher Limited
Ansbacher House, P.O. Box 887
Grand Cayman, British West
Indies
Address of Principal Office: c/o Ansbacher Limited
Ansbacher House, P.O. Box 887
Grand Cayman, British West
Indies
APPENDIX A-3
NAME, ADDRESS, ETC. OF REPORTING PERSONS
----------------------------------------
RENAISSANCE FUND LDC,
---------------------
Place of Organization: Cayman Islands
Principal Business: Investment in foreign
privately-
held and publicly-traded
companies
Address of the Principal Business: c/o Bank of Butterfield
International (Cayman) Ltd
Butterfield House, George Town
Grand Cayman, British West
Indies
Address of Principal Office: c/o Bank of Butterfield
International (Cayman) Ltd
Butterfield House, George Town
Grand Cayman, British West
Indies
APPENDIX A-4
NAME, ADDRESS, ETC. OF REPORTING PERSONS
----------------------------------------
TODD INVESTMENTS LIMITED
------------------------
Place of Organization: Israel
Principal Business: Investment in companies
Address of the Principal Business: c/o Herzog, Fox & Neeman
Asia House, 4 Weizman Street
64239 Tel Aviv, Israel
Address of Principal Office: c/o Herzog, Fox & Neeman
Asia House, 4 Weizman Street
64239 Tel Aviv, Israel
APPENDIX A-5
NAME, ADDRESS, ETC. OF REPORTING PERSONS
----------------------------------------
STOCKTON PARTNERS L.P.
----------------------
Place of Organization: Delaware
Principal Business: Investment management
Address of the Principal Business: c/o Bank of Butterfield
International (Cayman) Ltd
Butterfield House, George Town
Grand Cayman, British West
Indies
Address of Principal Office: c/o Bank of Butterfield
International (Cayman) Ltd
Butterfield House, George Town
Grand Cayman, British West
Indies
APPENDIX A-6
NAME, ADDRESS, ETC. OF REPORTING PERSONS
----------------------------------------
S. DANIEL ABRAHAM
-----------------
Address: 777 South Flagler Drive
West Tower, Suite 800
West Palm Beach, Florida
33401
Principal Occupation: Consultant
Name of Employer: S.D.T. Enterprises Inc.
Principal Business of Employer: Holding Company
Address of Employment: 777 South Flagler Drive
West Tower, Suite 800
West Palm Beach, Florida
33401
APPENDIX B-1
NAME, ADDRESS, ETC. OF CONTROLLING PERSONS, ETC.
-------------------------------------------------
Trustees of the Charles Bronfman Family Trust
---------------------------------------------
Name and Principal Business
Business Address or Occupation Citizenship
- ---------------- ------------------- -----------
Ellen J. Bronfman Private Investor Canada
Hauptman
c/o Goodman Phillips &
Vineberg
430 Park Avenue
10th Floor
New York, New York 10022
USA
Gary J. Gartner Partner of Goodman Canada
Goodman Phillips & Phillips & Vineberg
Vineberg (Attorneys)
430 Park Avenue
10th Floor
New York, New York 10022
USA
Steven H. Levin Partner of Goodman United States
Goodman Phillips & Phillips & Vineberg
Vineberg (Attorneys)
430 Park Avenue
10th Floor
New York, New York 10022
USA
APPENDIX B-2
NAME, ADDRESS, ETC. OF CONTROLLING PERSONS, ETC.
------------------------------------------------
1. Trustee of The Kolber Trust
Name: Cayman International Trust Company Limited
APPENDIX B-3
NAME, ADDRESS, ETC. OF CONTROLLING PERSONS, ETC.
------------------------------------------------
Renaissance Fund LDC,
Stockton Partners L.P. and
Todd Investments Limited
------------------------
Renaissance Fund LDC ("Renaissance") has no officers or
directors. Renaissance is controlled by Stockton Partners L.P.
("Partners"), which act as the Manager of Renaissance.
Renaissance also is controlled by an Investment Committee (as
described below), which has full discretion to purchase, sell and
exercise voting or other rights with respect to all investments
made by Renaissance. Stockton Management Partnership LP, a
Delaware limited partnership ("Stockton Management"), acts as the
Consultant to Renaissance and is charged with the day-to-day
administration of Renaissance. Stockton Partners Inc., a
Delaware corporation, is the sole general partner of Partners and
Stockton Management. Harvey M. Krueger, by virtue of his
ownership of more than a majority of the outstanding equity of
Stockton Partners Inc., may be deemed to control Stockton
Partners Inc., Partners and Stockton Management. The principal
business of Stockton Management and Stockton Partners Inc. is
investment management.
Todd Investments Limited ("Todd Investments") is
controlled by a Board of Directors which consists of Harvey
M. Krueger, Alan R. Batkins and Hildy Shandell, none of whom
holds any specific position on the Board of Directors.
In addition, it is controlled and managed by Partners which has
control with respect to all investments made by Todd Investments.
Todd Investments has no executive officers and no single shareholder
has a controlling interest in it.
The following table sets forth the name, the address of
the principal business and principal offices of the Manager,
Stockton Management and Partners.
Address of Principal Business and
Name Offices
- ----- ---------------------------------
Partners c/o Bank of Butterfield International
(Cayman) Limited
Butterfield House
George Town, Grand Cayman
Stockton Management 450 Park Avenue
Suite 1203
New York, New York 10022
Stockton Partners Inc. 450 Park Avenue
Suite 1203
New York, New York 10022
The following table sets forth the name of all the
members of Renaissance's Investment Committee as well as their
present principal occupations, business addresses, and
citizenship.
Principal Present Occupation
Name and Business Address Citizenship
- ----- ---------------------------- ----------
Harvey M. Krueger Lehman Brothers United States
Senior Managing Director
American Express Tower
200 Vesey Street
17th Floor
New York, New York 10285
Alan R. Batkin Kissinger Associates United States
Vice Chairman
350 Park Avenue
26th Floor
New York, New York 10022
Jonathan Kolber Claridge Israel Inc. Israel and
President and C.E.O. Canada
Europe House
37 Shaul Hamelech Blvd.
Tel Aviv, 64928 Israel
Arnold Ludwick Claridge Inc. Canada
President and C.E.O.
1170 Peel Street
Suite 800
Montreal, Quebec
Canada H3B 4P2
The following table sets forth the name, current office
held at Partners and Stockton Partners Inc., present principal
occupation, business address and citizenship of each of the
directors of Partners and Stockton Partners Inc.
Name and Current Principal Present
Office Held at Partners Occupation, Business
and Stockton Partners Inc. Address Citizenship
- -------------------------- ------------------------ ------------
Harvey M. Krueger Lehman Brothers United States
Director, Chairman of Senior Managing Director
the Board and Chief American Express Tower
Executive Officer Vesey Street
17th Floor
New York, New York 10285
Alan R. Batkin Kissinger Associates United States
Vice-Chairman Vice Chairman
350 Park Avenue
26th Floor
New York, New York 10022
Hildy Shandell Stockton Management United States
Managing Director Managing Director
450 Park Avenue
Suite 1203
New York, New York 10022
INDEX TO EXHIBITS
Exhibit
Reference Exhibit Page No.
- --------- ------- --------
A Form of Subscription Agreement
dated as of June 14, 1996 32
B Form of Certificate of Designation
of Series N Preferred Stock 33
C Form of Warrant to Purchase Common
Stock 34
D Agreement pursuant to Rule
13d-1(f)(1)(iii) 35
EXHIBIT A
FORM OF SUBSCRIPTION AGREEMENT
Pursuant to Rule 12b-32 under the Act, the
Form of Subscription Agreement filed as an
Exhibit by the Issuer in its Form 8-K dated
June 20, 1996 is incorporated herein by
reference.
EXHIBIT B
FORM OF CERTIFICATE OF DESIGNATION OF SERIES N PREFERRED STOCK
Pursuant to Rule 12b-32 under the Act, the
Form of Certificate of Desgination of Series N
Preferred Stock filed as an Exhibit by the
Issuer to its Form 8-K dated June 20, 1996 is
incorporated herein by reference.
EXHIBIT C
FORM OF WARRANT TO PURCHASE COMMON STOCK
Pursuant to Rule 12b-32 under the Act, the
Form of Warrant to Purchase Common Stock filed
by the Issuer in its Form 8-K dated June 20,
1996 is incorporated herein by reference.
EXHIBIT D
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the
Securities and Exchange Act of 1934, the undersigned agree to the
joint filing of a Statement on Schedule 13D (including amendment
number one thereto) with respect to the shares of the common
stock, par value $.01 per share, of Geotek Communications, Inc.,
and further agree that this Joint Filing Agreement be included as
an Exhibit thereto.
RENAISSANCE FUND LDC
By: STOCKTON PARTNERS L.P.
By: STOCKTON PARTNERS INC.,
its General Partner
By: /s/ Hildy Shandell
--------------------------
Name: Hildy Shandell
Title: Managing Director
TODD INVESTMENTS LIMITED
By: STOCKTON PARTNERS L.P.
By: STOCKTON PARTNERS INC.,
its General Partner
By: /s/ Hildy Shandell
--------------------------
Name: Hildy Shandell
Title: Managing Director
STOCKTON PARTNERS L.P.
By: STOCKTON PARTNERS INC.,
its General Partner
By: /s/ Hildy Shandell
--------------------------
Name: Hildy Shandell
Title: Managing Director
CHARLES BRONFMAN FAMILY TRUST
By: /s/ Michel Boucher
-------------------------
Name: Michel Boucher
Title: Attorney-in-fact
THE KOLBER TRUST
By: /s/ Michel Boucher
-------------------------
Name: Michel Boucher
Title: Attorney-in-fact
/s/ S. Daniel Abraham
-------------------------
Name: S. Daniel Abraham
Dated: July 1, 1996
EXHIBIT E
POWER OF ATTORNEY
------------------
The Undersigned hereby appoints Michel Boucher or Andrew Parsons,
each acting alone, as the Undersigned's true and lawful Attorney-
in-Fact with full power of substitution to execute, in the name,
place and stead of the Undersigned, any Statement required to be
filed pursuant to Schedule 13D of the United States Securities
Exchange Act of 1934 with respect to the Undersigned, including,
but not limited to, filing any amendments thereunder, and all
instruments and exhibits necessary or incidental thereto or in
connection herewith, and to file the same with the United States
Securities and Exchange Commission, said Attorney-in-Fact having
full power and authority to do and perform in the name of, and on
behalf of the Undersigned every act necessary to be done on the
premises as fully and as effectually as the Undersigned might or
could do in person, the Undersigned hereby ratifying and
approving the acts of said Attorney-in-Fact.
This Power of Attorney will remain in force for a period of 6
months from the date set forth below.
THE KOLBER TRUST
CAYMAN INTERNATIONAL TRUST CO. LTD., Trustee
Per: /s/ Stephen O'Dwyer
-------------------------------
Dated: July 1, 1996
EXHIBIT F
POWER OF ATTORNEY
-----------------
The Undersigned hereby appoints Michel Boucher or Andrew Parsons,
each acting alone, as the Undersigned's true and lawful Attorney-
in-Fact with full power of substitution to execute, in the name,
place and stead of the Undersigned, any Statement required to be
filed pursuant to Schedule 13D of the United States Securities
Exchange Act of 1934 with respect to the Undersigned, including,
but not limited to, filing any amendments thereunder, and all
instruments and exhibits necessary or incidental thereto or in
connection herewith, and to file the same with the United States
Securities and Exchange Commission, said Attorney-in-Fact having
full power and authority to do and perform in the name of, and on
behalf of the Undersigned every act necessary to be done on the
premises as fully and as effectually as the Undersigned might or
could do in person, the Undersigned hereby ratifying and
approving the acts of said Attorney-in-Fact.
CHARLES BRONFMAN FAMILY TRUST
Per: /s/ Gary J. Gartner
-------------------------
Gary J. Gartner
Dated: July 1, 1996
