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. 2 )*
----------
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) 859-4000
- --------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
DECEMBER 13, 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).
This Amendment No. 2, filed by the Charles Bronfman Family Trust,
amends the statement on Schedule 13D (the "Schedule 13D")
relating to the securities of Geotek Communications, Inc., filed
on July 2, 1996 by the Charles Bronfman Family Trust and certain
other persons. The Schedule 13D is hereby amended as set forth
below. Capitalized terms used and not defined herein shall have
their respective meanings as set forth in the Schedule 13D.
ITEM 2.Identity and Background
-----------------------
Unchanged, except that on December 13, 1996, three
trustees of the Charles Bronfman Family Trust, namely,
Mr. Gary J. Gartner, Mr. Steven H. Levin and Goodman,
Phillips & Vineberg, resigned as trustees.
Simultaneously therewith, three new persons were
appointed as trustees of the Charles Bronfman Family
Trust. Information concerning such persons is set forth
in the amended and restated Appendix B-1 attached hereto.
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
- ---------------- ----------------- -----------
Barclays Finance Corporation Financial Barbados
of Barbados Limited Institution
Trustee Branch
Broad Street
Bridgetown, Barbados
Royal Bank of Canada Financial Barbados
(Caribbean) Corporation Institution
2nd Floor Building #2
Chelston Park
Collymore Rock
St. Michael, Barbados
Dr. Trevor A. Carmichael Q.C. Attorney Barbados
Principal
Chancery Chambers
Chancery House
High Street
Bridgetown, Barbados
Ellen J. Bronfman Hauptman Private Investor Canada
c/o Withers Solicitors
12 Gough Square
London EC4A 3DE
England
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.
23 January 1997
- -----------------------
Date CHARLES BRONFMAN FAMILY TRUST
By: /s/ Michel Boucher
------------------------------
Name: Michel Boucher
Title: Attorney-in-fact
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely
in its capacity as a trustee of the Charles Bronfman Family
Trust, hereby constitutes and appoints MICHEL BOUCHER, ANDREW J.
PARSONS and ROBERT S. VINEBERG and each of them severally, as the
undersigned's true and lawful attorneys and agents, with power to
act with or without the others and with full power of
substitution and resubstitution, to execute in the name, place
and stead of the undersigned any statement or report, including
any amendment to any statement or report, required to be filed
with respect to the undersigned under Section 13 or Section 16 of
the United States Securities Exchange Act of 1934, as amended,
and any rules, regulations and requirements thereunder, or any
statement or report, including any amendment to any statement or
report, required to be filed with respect to the undersigned
under any comparable laws, rules, regulations and requirements of
any foreign jurisdiction, and to file any of the same with the
Securities and Exchange Commission and any other appropriate U.S.
and foreign regulatory authorities, said attorneys and agents
having full power and authority to do and perform in the name and
on behalf of the undersigned every act necessary to be done in
the premises as fully and as effectually as the undersigned might
or could do in person; and the undersigned hereby ratifies and
confirms all that said attorneys and agents shall do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed these
presents as of December 19, 1996.
/s/ DR. TREVOR CARMICHAEL, Q.C.
----------------------------------------
Dr. Trevor Carmichael, Q.C.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely
in its capacity as a trustee of the Charles Bronfman Family
Trust, hereby constitutes and appoints MICHEL BOUCHER, ANDREW J.
PARSONS and ROBERT S. VINEBERG and each of them severally, as the
undersigned's true and lawful attorneys and agents, with power to
act with or without the others and with full power of
substitution and resubstitution, to execute in the name, place
and stead of the undersigned any statement or report, including
any amendment to any statement or report, required to be filed
with respect to the undersigned under Section 13 or Section 16 of
the United States Securities Exchange Act of 1934, as amended,
and any rules, regulations and requirements thereunder, or any
statement or report, including any amendment to any statement or
report, required to be filed with respect to the undersigned
under any comparable laws, rules, regulations and requirements of
any foreign jurisdiction, and to file any of the same with the
Securities and Exchange Commission and any other appropriate U.S.
and foreign regulatory authorities, said attorneys and agents
having full power and authority to do and perform in the name and
on behalf of the undersigned every act necessary to be done in
the premises as fully and as effectually as the undersigned might
or could do in person; and the undersigned hereby ratifies and
confirms all that said attorneys and agents shall do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed these
presents as of December 19, 1996.
/s/ BARCLAYS FINANCE CORPORATION OF BARBADOS LIMITED
----------------------------------------------------
Barclays Finance Corporation Of Barbados Limited
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely
in its capacity as a trustee of the Charles Bronfman Family
Trust, hereby constitutes and appoints MICHEL BOUCHER, ANDREW J.
PARSONS and ROBERT S. VINEBERG and each of them severally, as the
undersigned's true and lawful attorneys and agents, with power to
act with or without the others and with full power of
substitution and resubstitution, to execute in the name, place
and stead of the undersigned any statement or report, including
any amendment to any statement or report, required to be filed
with respect to the undersigned under Section 13 or Section 16 of
the United States Securities Exchange Act of 1934, as amended,
and any rules, regulations and requirements thereunder, or any
statement or report, including any amendment to any statement or
report, required to be filed with respect to the undersigned
under any comparable laws, rules, regulations and requirements of
any foreign jurisdiction, and to file any of the same with the
Securities and Exchange Commission and any other appropriate U.S.
and foreign regulatory authorities, said attorneys and agents
having full power and authority to do and perform in the name and
on behalf of the undersigned every act necessary to be done in
the premises as fully and as effectually as the undersigned might
or could do in person; and the undersigned hereby ratifies and
confirms all that said attorneys and agents shall do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed these
presents as of December 18, 1996.
/s/ ROYAL BANK OF CANADA (CARIBBEAN) CORPORATION
-------------------------------------------------
Royal Bank of Canada (Caribbean) Corporation