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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 )*
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GEOTEK COMMUNICATIONS, INC.
- -----------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -----------------------------------------------------------------
(Title of Class of Securities)
373 654 1
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(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
[ ]. (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 13 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)
1.8%
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 13 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 13 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)
2.0%
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 13 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)
1.9%
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 13 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.
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 LDC, Stockton Partners L.P. and
Todd Investments Limited (collectively, the "Reporting Persons")
and S. Daniel Abraham. Pursuant to Rule 13d-1(f)(2) under the
Act, S. Daniel Abraham has elected to amend the Schedule 13D
individually while the Reporting Persons are making this 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, the Reporting Persons, together with
S. Daniel Abraham, 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, the Reporting Persons 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.
The Reporting Persons have 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, as of the date hereof, the Reporting Persons are not
members of a "group" that includes the Other Investors for
purposes of Rule 13d-5(b) under the Act with respect to the
Common Stock and, therefore, to the extent that the Reporting
Persons and the Other Investors could have been deemed a group
for the purpose of acquiring the Common Stock, that group is
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 percentages of the Common Stock beneficially owned by the Reporting
Persons in the aggregate, and by each Reporting Person, 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 the Reporting Persons (which equal 3,869,088)
have been deemed to be outstanding.
I. Reporting Persons in the Aggregate. The Reporting
Persons, in the aggregate, have the right to acquire 3,869,088 shares
of Common Stock, which represent approximately 6.3% of the outstanding
Common Stock.
II. Reporting Persons Individually.
Renaissance Fund LDC. Unchanged, except that the approximate
number of shares of Common Stock which the Renaissance Fund LDC has the
right to acquire represents approximately 1.96% of the outstanding
Common Stock.
Todd Investments Limited. Unchanged, except that the
approximate number of shares of Common Stock which Todd
Investments Limited has the right to acquire represents approximately
1.93% of the outstanding Common Stock.
Charles Bronfman Family Trust. Unchanged, except that
the approximate number of shares of Common Stock which Charles Bronfman
Family Trust has the right to acquire represents approximately 1.76% of
the outstanding Common Stock.
The Kolber Trust. Unchanged, except that the approximate
number of shares of Common Stock which the Kolber Trust has the right
to acquire represents approximately 0.59% of the outstanding Common
Stock.
Stockton Partners L.P. Unchanged.
(b) - (e) Unchanged.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Unchanged.
ITEM 7. Material to be Filed as Exhibits
None.
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
---------------------
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 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 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
