UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
GEOTEK COMMUNICATIONS, INC.
--------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
-----------------------------
(Title of Class of Securities)
373654102
-------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
--------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 26, 1997
----------------------------------
(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 [_].
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).
Continued on following page(s)
Page 1 of 17 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 373654102 Page 2 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C RIG INVESTMENTS-III, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
7 Sole Voting Power
Number of 12,557,817
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 12,557,817
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,557,817/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
17.19%/1/
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the
Issuer of which the Reporting Person may be deemed the beneficial
owner.
<PAGE>
SCHEDULE 13D
CUSIP No. 373654102 Page 3 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C RIG CO.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
7 Sole Voting Power
Number of 12,557,817
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 12,557,817
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,557,817/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
17.19%/1/
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the
Issuer of which the Reporting Person may be deemed the beneficial
owner.
<PAGE>
SCHEDULE 13D
CUSIP No. 373654102 Page 4 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
7 Sole Voting Power
Number of 463,127
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 463,127
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
463,127/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.75%/1/
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the
Issuer of which the Reporting Person may be deemed the beneficial
owner.
<PAGE>
SCHEDULE 13D
CUSIP No. 373654102 Page 5 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
7 Sole Voting Power
Number of 463,127
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 463,127
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
463,127/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.75%/1/
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the
Issuer of which the Reporting Person may be deemed the beneficial
owner.
<PAGE>
SCHEDULE 13D
CUSIP No. 373654102 Page 6 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
7 Sole Voting Power
Number of 418,056
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 418,056
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
418,056/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.68%/1/
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the
Issuer of which the Reporting Person may be deemed the beneficial
owner.
<PAGE>
SCHEDULE 13D
CUSIP No. 373654102 Page 7 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
7 Sole Voting Power
Number of 208,903
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 208,903
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
208,903/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.34%/1/
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the
Issuer of which the Reporting Person may be deemed the beneficial
owner.
<PAGE>
SCHEDULE 13D
CUSIP No. 373654102 Page 8 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
7 Sole Voting Power
Number of 626,959
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 626,959
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
626,959/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.02%/1/
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the
Issuer of which the Reporting Person may be deemed the beneficial
owner.
<PAGE>
SCHEDULE 13D
CUSIP No. 373654102 Page 9 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE MANAGEMENT COMPANY
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
7 Sole Voting Power
Number of 626,959
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 626,959
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
626,959/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.02%/1/
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the
Issuer of which the Reporting Person may be deemed the beneficial
owner.
<PAGE>
SCHEDULE 13D
CUSIP No. 373654102 Page 10 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PURNENDU CHATTERJEE
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [x]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power Number of
Number of 13,877,903
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 13,877,903
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,877,903/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
18.67%/1/
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the
Issuer of which the Reporting Person may be deemed the beneficial
owner.
<PAGE>
Page 11 of 17 Pages
This Amendment No. 12 to Schedule 13D relates to the shares of
common stock, $0.01 par value (the "Shares"), of Geotek Communications, Inc.
(the "Issuer") and all subsequent amendments thereto (collectively, the "Initial
Statement"). This Amendment No. 12 is being filed by the Reporting Persons to
report that certain of the Reporting Persons have converted a portion of their
Series P Stock into Shares pursuant to the provisions of the Certificate of
Designation of Series P Stock, as a result of which the percentage of Shares of
which the Reporting Persons may be deemed the beneficial owner has increased by
more than one percent. Capitalized terms used herein but not defined herein
shall have the meanings ascribed to them in the Initial Statement. The Initial
Statement is supplementally amended as follows.
Item 3. Source and Amount of Funds or Other Consideration.
On June 26, 1997 the Reporting Persons set forth below converted
a portion of their Series P Stock into Shares pursuant to the provisions of the
Certificate of Designation of Series P Stock: (i) S-C Rig III converted 60
shares of Series P Stock into 831,448 Shares; (ii) Winston L.P. converted 20
shares of Series P Stock into 277,149 Shares; (iii) Winston LDC converted 13.33
shares of Series P Stock into 184,766 Shares; and (iv) Winston LLC converted
6.67 shares of Series P Stock into 92,383 Shares.
Item 5. Interest in Securities of the Issuer.
(a) (i) Excluding the remaining Series P Stock held by the Reporting
Persons after the conversion referred to in Item 3, the aggregate number of
Shares of which each of S-C Rig III and the General Partner may be deemed a
beneficial owner is 12,557,817 (approximately 17.19% of the total number of
Shares which would be outstanding assuming the exercise or conversion by S-C Rig
III of all of the convertible securities held for its account, except for the
Series P Stock not herein reported as being converted). This number consists of
(i) 4,444,450 Shares issuable upon conversion of the Series H shares, (ii)
851,064 Shares issuable upon conversion of the Series I Shares, (iii) 621,000
Shares issuable upon the exercise of the 621,000 Warrants, (iv) 4,210,526 Shares
issuable upon exercise of the April Warrant, (v) 340,909 Shares issuable upon
conversion of the Series N Shares held for the account of S-C Rig III, (vi)
112,500 Shares issuable upon exercise of the June Warrants held for the account
of S-C Rig III, (vii) 510,000 Shares issuable upon exercise of the 510,000
Series P Initial Warrants and (viii) 1,467,368 Shares held for the account of
S-C Rig III.
As reported in Amendment No. 10 to the Initial Statement on
Schedule 13D filed by the Reporting Persons, the number of Shares into which the
Series P Stock is convertible depends, in part, on the "Average Stock Price" (as
such term is defined in Amendment No. 10) of the Shares. For the purposes of the
remainder of this Item 5, in determining the number of Shares into which the
remaining Series P Stock are convertible, an assumption has been made that the
Average Stock Price is $3.7604 per Share. This price approximates the recent
trading price of Shares. Based on this price, which fluctuates on a daily basis
and is only an estimate for the purposes of this filing, each share of remaining
Series P Stock would be convertible into approximately 13,296 Shares.
Assuming the conversion of all of the remaining Series P Stock
held for the account of S-C Rig III, the aggregate number of Shares of which
each of S-C Rig III and the General Partner may be deemed a beneficial owner is
15,748,967 (approximately 20.65% of the total number of Shares which would be
<PAGE>
Page 12 of 17 Pages
outstanding assuming the exercise or conversion by S-C Rig III of all of the
convertible securities held for its account). This number assumes the conversion
of 240 shares of Series P Stock into approximately 3,191,150 Shares.
(ii) Excluding the remaining Series P Stock held by the Reporting
Persons after the conversion referred to in Item 3, the aggregate number of
Shares of which each of Winston L.P. and CFM may be deemed a beneficial owner is
463,127 (approximately 0.75% of the total number of Shares which would be
outstanding assuming the exercise or conversion of all convertible securities
held for the account of Winston L.P., except for the Series P Stock not herein
reported as being converted). This number consists of (i) the 170,000 Shares
issuable upon the exercise of the 170,000 Series P Initial Warrants held for the
account of Winston L.P. and (ii) 293,127 Shares held for the account of Winston
L.P.
Based on the assumptions set forth above with respect to the
Series P Stock, assuming the conversion of all of the remaining Series P Stock
held for the account of Winston L.P., the aggregate number of Shares of which
each of Winston L.P. and CFM may be deemed a beneficial owner is 1,526,844
(approximately 2.44% of the total number of Shares which would be outstanding
assuming the exercise or conversion by Winston L.P. of all of the convertible
securities held for its account). This number assumes the conversion of 80
shares of Series P Stock into approximately 1,063,717 Shares.
(iii)Excluding the remaining Series P Stock held by the Reporting
Persons after the conversion referred to in Item 3, the aggregate number of
Shares of which Winston LDC may be deemed a beneficial owner is 418,056
(approximately 0.68% of the total number of Shares which would be outstanding
assuming the exercise or conversion of all convertible securities held for the
account of Winston LDC, except for the Series P Stock not herein reported as
being converted). This number consists of (i) 75,818 Shares issuable upon
conversion of the Series N Shares held for its account, (ii) 25,020 Shares
issuable upon exercise of the June Warrants held for its account, (iii) 113,333
Shares issuable upon the exercise of the 113,333 Series P Initial Warrants, and
(iv) 203,885 Shares held for the account of Winston LDC.
Based on the assumptions set forth above with respect to the
Series P Stock, assuming the conversion of all of the remaining Series P Stock
held for the account of Winston LDC, the aggregate number of Shares of which
Winston LDC may be deemed a beneficial owner is 1,127,156 (approximately 1.81%
of the total number of Shares which would be outstanding assuming the exercise
or conversion by Winston LDC of all of the convertible securities held for its
account). This number assumes the conversion of 53.33 shares of Series P Stock
into approximately 709,100 Shares.
(iv) Excluding the remaining Series P Stock held by the Reporting
Persons after the conversion referred to in Item 3, the aggregate number of
Shares of which Winston LLC may be deemed a beneficial owner is 208,903
(approximately 0.34% of the total number of Shares which would be outstanding
assuming the exercise or conversion of all convertible securities held for the
account of Winston LLC, except for the Series P Stock not herein reported as
being converted). This number consists of (i) 37,818 Shares issuable upon
conversion of the Series N Shares held for its account, (ii) 12,480 Shares
issuable upon exercise of the June Warrants held for its account, (iii) 56,667
Shares issuable upon the exercise of the 56,667 Series P Initial Warrants, and
(iv) 101,938 Shares held for the account of Winston LLC.
Based on the assumptions set forth above with respect to the
Series P Stock, assuming the conversion of all of the remaining Series P Stock
<PAGE>
Page 13 of 17 Pages
held for the account of Winston LLC, the aggregate number of Shares of which may
be deemed a beneficial owner is 563,520 (approximately 0.91% of the total number
of Shares which would be outstanding assuming the exercise or conversion by
Winston LLC of all of the convertible securities held for its account). This
number assumes the conversion of 26.67 shares of Series P Stock into
approximately 354,617 Shares.
(v) Excluding the remaining Series P Stock held by the Reporting
Persons after the conversion referred to in Item 3, the aggregate number of
Shares of which each of Chatterjee Advisors and Chatterjee Management may be
deemed a beneficial owner is 626,959 (approximately 1.02% of the total number of
Shares which would be outstanding assuming the exercise or conversion of all
convertible securities held for the accounts of Winston LDC and Winston LLC,
except for the Series P Stock not herein as being converted). This number
consists of (i) 418,056 Shares which Winston LDC may be deemed to own
beneficially and (ii) 208,903 Shares which Winston LLC may be deemed to own
beneficially.
Based on the assumptions set forth above with respect to the
Series P Stock, assuming the conversion of all of the remaining Series P Stock
held for the accounts of Winston LDC and Winston LLC, the aggregate number of
Shares of which each of Chatterjee Advisors and Chatterjee Management may be
deemed a beneficial owner is 1,690,676 (approximately 2.69% of the total number
of Shares which would be outstanding assuming the exercise or conversion by
Winston LDC and Winston LLC of all of the convertible securities held for its
account). This number assumes the conversion of 80 shares of Series P Stock held
for the accounts of Winston LLC and Winston LDC into approximately 1,063,717
Shares.
(vi) Excluding the remaining Series P Stock held by the Reporting
Persons after the conversion referred to in Item 3, the aggregate number of
Shares of which Dr. Chatterjee may be deemed a beneficial owner is 13,877,903
(approximately 18.67% of the total number of Shares which would be outstanding
assuming the exercise or conversion of all convertible securities of which Dr.
Chatterjee may be deemed the beneficial owner, except for the Series P Stock not
herein reported as being converted). This number consists of (i) 12,557,817
Shares which S-C Rig III and the General Partner may be deemed to own
beneficially, (ii) 30,000 Shares issuable upon exercise of the options held
directly for the personal account of Dr. Chatterjee, (iii) 200,000 Shares
issuable upon exercise of the options held by XTEC, (iv) 626,959 Shares which
Chatterjee Advisors and Chatterjee Management may be deemed to own beneficially,
and (v) the 463,127 Shares of which Winston L.P. and CFM may be deemed to own
beneficially.
Based on the assumptions set forth above with respect to the
Series P Stock, assuming the conversion of all of the remaining Series P Stock
held for the accounts of S-C Rig III, Winston L.P., Winston LDC and Winston LLC,
the aggregate number of Shares of which Dr. Chatterjee may be deemed a
beneficial owner is 19,196,486 (approximately 24.10% of the total number of
Shares which would be outstanding assuming the exercise or conversion by S-C Rig
III, Winston L.P., Winston LDC and Winston LLC of all of the convertible
securities held for their accounts). This number assumes the conversion of 400
shares of Series P Stock held for the accounts of S-C Rig III, Winston L.P.,
Winston LDC and Winston LLC into approximately 5,318,583 Shares.
(b) (i) Each of S-C Rig III and the General Partner has sole power
to vote and dispose of the Shares held, or issuable upon the conversion or
exercise of all of the convertible securities reported herein as being held, for
the account of S-C Rig III.
<PAGE>
Page 14 of 17 Pages
(ii) Each of Winston L.P. and CFM has the sole power to direct
the voting and disposition of the Shares held, or issuable upon the conversion
or exercise of all of the convertible securities reported herein as being held,
for the account of Winston L.P.
(iii)Winston LDC has sole power to direct the voting and
disposition of the Shares held, or issuable upon the conversion or exercise of
all of the convertible securities reported herein as being held, for its
account.
(iv) Winston LLC has sole power to direct the voting and
disposition of the Shares held, or issuable upon the conversion or exercise of
all of the convertible securities reported herein as being held, for its
account.
(v) Each of Chatterjee Advisors and Chatterjee Management has
the sole power to direct the voting and disposition of the Shares held, or
issuable upon the conversion or exercise of all of the convertible securities
reported herein as being held, for the accounts Winston LDC and Winston LLC.
(vi) Dr. Chatterjee may be deemed to have the sole power to
direct the voting and disposition of the Shares held, or issuable upon the
conversion or exercise of all of the convertible securities reported herein as
being held, for the accounts of S-C Rig III, Winston L.P., Winston LDC and
Winston LLC.
Dr. Chatterjee also may be deemed to have the sole power to vote
and dispose of the 230,000 Shares issuable upon exercise of the 30,000 options
held directly by him and the 200,000 options held by XTEC.
(c) Except as disclosed in Item 3, which is incorporated by
reference in this Item 5, there have been no transactions effected with respect
to the Shares since May 3, 1997 (60 days prior to the date hereof) by any of the
Reporting Persons.
(d) (i) The partners of S-C Rig III, including Tivadar Charitable
Lead Trust, created under agreement dated 9/30/82 by Mr. George Soros as
grantor, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the securities described herein as being held for the
account of S-C Rig III in accordance with their partnership interests in S-C Rig
III.
(ii) The partners of Winston L.P. have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the securities
described herein as being held for the account of Winston L.P. in accordance
with their partnership interests in Winston L.P.
(iii)The shareholders of each of Winston LDC, including Winston
Partners II Offshore Ltd., a British Virgin Islands international business
corporation, and Winston LLC have the right to participate in the receipt of
dividends from, or proceeds from the sale of, the securities described herein as
being held for the account of each of Winston LDC and Winston LLC, respectively,
in accordance with their ownership interests in Winston LDC and Winston LLC.
(iv) Dr. Chatterjee has the sole right to receive dividends
from, or proceeds from the sale of, the 30,000 options described herein as being
held directly for his personal account.
<PAGE>
Page 15 of 17 Pages
(v) The shareholders of XTEC, including Dr. Chatterjee, have the
right to receive dividends from, or proceeds from the sale of, the 200,000
options described herein as being held for the account XTEC in accordance with
their ownership interests in XTEC.
(e) Not applicable.
<PAGE>
Page 16 of 17 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
July 2, 1997 S-C RIG INVESTMENTS-III, L.P.
By: S-C RIG CO., its General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Vice President
S-C RIG CO.
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Vice President
WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
its General Partner
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 17 of 17 Pages
WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Manager
CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Manager
CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Vice President
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
