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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
GEOTEK COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
373 654 1
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(CUSIP Number)
ELIOT LAUER, ESQ.
CURTIS, MALLET-PREVOST, COLT & MOSLE, 101 PARK AVE., NY, NY 10178
(212) 696-6192
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 20, 1996
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(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 / /. (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).
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SCHEDULE 13D
CUSIP NO. 3736541 PAGE OF PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S. Daniel Abraham
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 263,460
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
263,460
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,460
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.45%
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14 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 amends the Statement on Schedule 13D (the
"Schedule 13D") filed by the Charles Bronfman Family Trust, The Kolber Trust,
Renaissance Fund LLC, Stockton Partners L.P., Todd Investments Limited
(collectively, the "Remaining Group") and S. Daniel Abraham ("Abraham").
Pursuant to Rule 13d-1(f)(2) under the Act, Abraham is making this amendment
to the Schedule 13D individually while the Remaining Group has filed an
amendment jointly. Capitalized terms used and not defined herein shall have
their respective meanings as set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
Unchanged.
ITEM 2. IDENTITY AND BACKGROUND
On June 20, 1996, Abraham together with the Remaining Group, 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, the Issuer's common
stock, par value $.01 per share ("Common Stock"). Accordingly, Abraham and the
Other Investors may have been deemed to have acted in concert for the purpose
of acquiring such securities and, therefore, to have constituted a "group" for
purposes of Rule 13d-5(b) under the Act.
Abraham has no agreement, arrangement or understanding with any of the
Other Investors or with any other person to act in concert for the purpose of
holding, voting, or disposing of the Common Stock or any other equity
securities of the Issuer. Accordingly, immediately after the acquisition of the
securities, Abraham was not a member of a "group" for purposes of Rule 13d-5(b)
under the Act with respect to the Common Stock and, therefore, to the extent
that Abraham and the Other Investors could have been deemed a group for the
purpose of acquiring the Common Stock, that group has been terminated.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Unchanged.
ITEM 4. PURPOSE OF TRANSACTION
Unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Unchanged except that for purposes of computing the percentage of
the Common Stock beneficially owned by Abraham pursuant to Rule 13d-3(d)(1)
under the Act, the aggregate number of shares of Common Stock issuable upon
conversion of Series N Preferred Stock and exercise of the warrants held by
Abraham (which equal 263,460) are deemed to be outstanding and such number of
shares, which constitutes all of the shares of Common Stock beneficially owned
by Abraham represents .45% of the outstanding Common Stock.
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(b) - (d) Unchanged.
(e) Immediately after the acquisition of the securities from the
Issuer on June 20, 1996, any group that could have been deemed to exist was
terminated. Accordingly, at such time, Abraham ceased to be the beneficial
owner of more than 5% of the Common Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Unchanged.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
None.
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 26, 1996 /s/ S. Daniel Abraham
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Name: S. Daniel Abraham
Title:
