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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. 3_________)*
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) 859-8000
______________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
APRIL 8, 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 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).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CLARIDGE ISRAEL LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(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
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,088,182
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,088,182
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,088,182
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES*
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.
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 GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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.
This Amendment No. 3 amends the statement on Schedule 13D (the
"Schedule 13D") relating to the securities of Geotek
Communications, Inc. (the "Issuer"), filed on July 2, 1996 by the
Charles Bronfman Family Trust, The Kolber Trust, Renaissance Fund
LDC, Stockton Partners L.P., and Todd Investments Limited. The
Schedule 13D is hereby amended and supplemented as set forth below.
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
Unchanged except as set forth below.
In connection with a reorganization of family ownership interests,
on March 6, 1997, the Charles Bronfman Family Trust effected a
capital allocation of all Common Stock beneficially owned by it
(including Series N Preferred Stock and Warrants) to Ellen Bronfman
Hauptman (the principal beneficiary of the Charles Bronfman Family
Trust). On the same day, Ms. Bronfman Hauptman contributed as
capital one-half of that Common Stock to each of the Charles R.
Bronfman Trust and the Charles Bronfman Trust. On April 8, 1997,
the Charles R. Bronfman Trust and the Charles Bronfman Trust made a
capital contribution of such Common Stock to Claridge Israel LLC
("CILLC"), a Delaware limited liability company wholly-owned by
those trusts. As a result, the Charles Bronfman Family Trust
is no longer a Reporting Person, as that term is used throughout
the Schedule 13D, and since April 8, 1997, CILLC is a Reporting
Person, as that term is used throughout the Schedule 13D.
Neither the fact of this filing nor anything contained herein shall
be deemed to be an admission by CILLC that a group exists or that
CILLC is the beneficial owner of Common Stock beneficially owned by
any other Reporting Person.
(a)-(c), (f) CILLC is a Delaware limited liability company that
has the principal business of, and purpose of, investing in
securities and other business interests. Its business and
principal office address is c/o Goodman Phillips & Vineberg, 430
Park Avenue, New York, N.Y. 10022.
The information required by clauses (a)-(c) and (f) of Item 2 of
Schedule 13D with respect to each member, executive officer and
controlling person of CILLC is set forth in Appendix A hereto and
is incorporated by reference herein.
(d), (e) During the last five years, neither CILLC, nor to the
best of its knowledge, any of its members, executive officers or
controlling persons have been (i) convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors)
or (ii) party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of which would have
been subject to a judgment, decree or final order enjoining further
violations of, or prohibitions 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
Unchanged.
ITEM 4. Purpose of Transaction
Unchanged.
ITEM 5. Interest in Securities of the Issuer
(a) Unchanged except that the Charles Bronfman Family Trust no
longer beneficially owns any Common Stock and CILLC beneficially
owns all the Common Stock previously beneficially owned by the
Charles Bronfman Family Trust.
(b) Unchanged.
(c) See Item 2 above.
(d) Unchanged.
(e) On March 6, 1997, the Charles Bronfman Family Trust ceased to
be the beneficial owner of any Common Stock.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Unchanged.
ITEM 7. Material to be Filed as Exhibits
Unchanged.
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.
_________________________ CHARLES BRONFMAN FAMILY TRUST
Date
By: ________________________________
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.
_________________________ CLARIDGE ISRAEL LLC
Date
By: ________________________________
Name: Michel Boucher
Title: Vice President
APPENDIX A
NAME, ADDRESS, ETC. OF CONTROLLING PERSONS, ETC. OF CLARIDGE ISRAEL LLC
Name, Position, and Principal Place of
Business Address Business Organization/
or Occupation Citizenship
I. MEMBERS, EXECUTIVE OFFICERS AND MANAGERS OF CLARIDGE ISRAEL LLC
A. MEMBERS
1. Charles Bronfman Trust c/o Investing in New York
Goodman Phillips & Vineberg securities
430 Park Avenue, New York, and other
New York 10022 business
interests
2. Charles R. Bronfman Trust c/o Investing in New York
Goodman Phillips & Vineberg securities
430 Park Avenue, New York, and other
New York 10022 business
interests
B. EXECUTIVE OFFICERS
1. Charles Rosner Bronfman Co-Chairman Canada
Chairman of the Board
1170 Peel Street, 8th Floor and Chairman
Montreal of the
Quebec, Canada H3B 4P2 Executive
Committee of
The Seagram
Company Ltd.
(beverages and
entertainment/
communications)
2. Arnold M. Ludwick President and Canada
President Chief Executive
1170 Peel Street, 8th Floor Officer of
Montreal Claridge Inc.
Quebec, Canada H3B 4P2 (investments)
3. Andrew J. Parsons Senior Vice Canada
Vice President President of
1170 Peel Street, 8th Floor Claridge Inc.
Montreal
Quebec, Canada H3B 4P2
4. Richard P. Doyle Senior Vice Canada
Vice President President of
1170 Peel Street, 8th Floor Claridge Inc.
Montreal
Quebec, Canada H3B 4P2
5. Michel Boucher Vice Canada
Vice President President of
1170 Peel Street, 8th Floor Claridge Inc.
Montreal
Quebec, Canada H3B 4P2
6. Geri F. Craig Assistant Canada
Secretary Secretary of
1170 Peel Street, 8th Floor Claridge Inc.
Montreal
Quebec, Canada H3B 4P2
7. Robert Jamieson Controller of Canada
Controller Claridge Inc.
1170 Peel Street, 8th Floor
Montreal
Quebec, Canada H3B 4P2
C. MANAGERS
1. Charles Rosner Bronfman Co-Chairman Canada
Chairman of the Board
1170 Peel Street, 8th Floor and Chairman
Montreal of the Executive
Quebec, Canada H3B 4P2 Committee of
The Seagram
Company Ltd.
(beverages and
entertainment/
communications)
2. Gary J. Gartner Resident Canada
430 Park Avenue counsel of
New York, New York 10022 Goodman Phillips
& Vineberg
(attorneys)
3. Jeffrey D. Scheine Resident United
430 Park Avenue counsel of States
New York, New York 10022 Goodman Phillips
& Vineberg
(attorneys)
II. TRUSTEES OF THE CHARLES BRONFMAN TRUST AND THE CHARLES R. BRONFMAN TRUST
1. Stephen M. Levin Resident United
430 Park Avenue counsel of States
New York, New York 10022 Goodman Phillips
& Vineberg
(attorneys)
2. Gary J. Gartner Resident Canada
430 Park Avenue counsel of
New York, New York 10022 Goodman Phillips
& Vineberg
(attorneys)
3. Jeffrey D. Scheine Resident United
430 Park Avenue counsel of States
New York, New York 10022 Goodman Phillips
& Vineberg
(attorneys)
