GEOTEK COMMUNICATIONS INC
SC 13D, 1997-01-24
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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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.       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


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