SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 17)*
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)
December 31, 1998
-----------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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).
Continued on following page(s)
Page 1 of 24 Pages
Exhibit Index: Page 21
<PAGE>
Page 2 of 24 Pages
SCHEDULE 13D
CUSIP No. 373654102
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 18,633,701
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,633,701
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,633,701/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
12.04%/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 has the right to acquire under certain circumstances.
<PAGE>
Page 3 of 24 Pages
SCHEDULE 13D
CUSIP No. 373654102
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 18,633,701
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,633,701
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,633,701/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
12.04%/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 has the right to acquire under certain circumstances.
<PAGE>
Page 4 of 24 Pages
SCHEDULE 13D
CUSIP No. 373654102
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 2,438,904
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,438,904
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,438,904/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
1.70%/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 has the right to acquire under certain circumstances.
<PAGE>
Page 5 of 24 Pages
SCHEDULE 13D
CUSIP No. 373654102
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 2,438,904
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,438,904
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,438,904/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
1.70%/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 has the right to acquire under certain circumstances.
<PAGE>
Page 6 of 24 Pages
SCHEDULE 13D
CUSIP No. 373654102
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 1,768,285
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,768,285
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,768,285/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
1.23%/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 has the right to acquire under certain circumstances.
<PAGE>
Page 7 of 24 Pages
SCHEDULE 13D
CUSIP No. 373654102
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 884,107
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 884,107
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
884,107/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
0.62%/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 has the right to acquire under certain circumstances.
<PAGE>
Page 8 of 24 Pages
SCHEDULE 13D
CUSIP No. 373654102
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 2,652,392
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,652,392
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,652,392/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
1.84%/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 has the right to acquire under certain circumstances.
<PAGE>
Page 9 of 24 Pages
SCHEDULE 13D
CUSIP No. 373654102
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 2,652,392
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,652,392
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,652,392/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
1.84%/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 has the right to acquire under certain circumstances.
<PAGE>
Page 10 of 24 Pages
SCHEDULE 13D
CUSIP No. 373654102
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) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 5,331,296
Shares
Beneficially 8 Shared Voting Power
Owned By 18,633,701
Each
Reporting 9 Sole Dispositive Power
Person 5,331,296
With
10 Shared Dispositive Power
18,633,701
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,964,997/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
15.42%/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 has the right to acquire under certain circumstances.
<PAGE>
Page 11 of 24 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS
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
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 18,633,701
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
18,633,701
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,633,701/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
12.04%/1/
14 Type of Reporting Person*
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 has the right to acquire under certain circumstances.
<PAGE>
Page 12 of 24 Pages
This Amendment No. 17 to Schedule 13D relates to the shares of
common stock, $0.01 par value (the "Shares"), of Geotek Communications, Inc.
(the "Issuer"). This Amendment No. 17 supplementally amends the initial
statement on Schedule 13D dated November 9, 1993 and all subsequent amendments
thereto (collectively, the "Initial Statement"). This Amendment No. 17 is being
filed by the Reporting Persons to report that Mr. George Soros currently may be
deemed to have shared beneficial ownership over certain Shares previously
reported by other Reporting Persons. There have been no transactions with
respect to the Shares over the last 60 days. 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 2. Identity and Background.
This statement is being filed on behalf of the following
persons (collectively, the "Reporting Persons"):
(i) S-C Rig Investments-III, L.P. ("S-C Rig III");
(ii) S-C Rig Co. (the "General Partner");
(iii) Winston Partners, L.P. ("Winston L.P.");
(iv) Chatterjee Fund Management, L.P. ("CFM");
(v) Winston Partners II LDC ("Winston LDC");
(vi) Winston Partners II LLC ("Winston LLC");
(vii) Chatterjee Advisors LLC ("Chatterjee Advisors");
(viii)Chatterjee Management Company ("Chatterjee Management");
(ix) Purnendu Chatterjee ("Dr. Chatterjee"); and
(x) George Soros ("Mr. Soros").
This statement constitutes an initial filing with respect to
Mr. Soros.
The Reporting Persons
Mr. Soros
- ---------
The principal occupation of Mr. Soros, a United States
citizen, is direction of the activities of Soros Fund Management LLC, a Delaware
limited liability company ("SFM LLC"), which is carried out in his capacity as
Chairman of SFM LLC. Mr. Soros has his principal place of business at 888
Seventh Avenue, 33rd Floor, New York, New York 10106, the principal office of
SFM LLC.
<PAGE>
Page 13 of 24 Pages
During the past five years, none of the Reporting Persons has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which he has been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting 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.
The Shares held for the accounts of the Reporting Persons may
be held through margin accounts maintained with brokers, which extend margin
credit as and when required to open or carry positions in their margin accounts,
subject to applicable federal margin regulations, stock exchange rules and such
firm's credit policies. The Shares which may be held in the margin accounts are
pledged as collateral security for the repayment of debit balances in the
respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for
or disposed of from the accounts of the Reporting Persons were acquired for or
disposed of for investment purposes. From time to time, employees of certain
entities affiliated with Dr. Chatterjee may engage in discussions with the
Issuer with respect to future plans and proposals of the Issuer, including as
may relate to transactions described in subparagraphs (a) through (j) of Item 4
of Schedule 13D. Except as may relate to any such discussions, neither the
Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of
the other individuals identified in response to Item 2, has any plans or
proposals which relate to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose, or cause to be
disposed of, such securities at any time or to formulate other purposes, plans,
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
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 18,633,701 (approximately 12.04% 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) 7,543,252 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
<PAGE>
Page 14 of 24 Pages
remainder of this Item 5, in determining the number of Shares into which the
remaining Series P Stock will be convertible, an assumption has been made that
the Average Stock Price is $1.00000 per Share. This price approximates the
trading price of Shares prior to the bankruptcy of the Issuer, as reported in
Amendment No. 14. Based on this price, each share of remaining Series P Stock
would be convertible into approximately 50,000 Shares. The Shares are no longer
listed on NASDAQ. The last trading price per Share was approximately $.09375. As
a result, if the remaining Shares of Series P Stock were converted today, the
Reporting Person would be entitled to significantly more Shares than as set
forth herein.
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 21,633,701
(approximately 13.72% 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). This number assumes the conversion of 60
shares of Series P Stock into approximately 3,000,000 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 2,438,904 (approximately 1.70% 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) 2,268,904 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 3,438,904
(approximately 2.37% 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 20
shares of Series P Stock into approximately 1,000,000 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
1,768,285 (approximately 1.23% 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) 1,554,114 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 2,434,785 (approximately 1.68% 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 13.33 shares of Series P Stock into
approximately 666,500 Shares.
<PAGE>
Page 15 of 24 Pages
(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
884,107 (approximately 0.62% 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) 777,142 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 held for
the account of Winston LLC, the aggregate number of Shares of which may be
deemed a beneficial owner is 1,217,607 (approximately .85% 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 6.67 shares of Series P Stock into
approximately 333,500 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 2,652,392 (approximately 1.84% 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) 1,768,285 Shares which Winston LDC may be deemed to own
beneficially and (ii) 884,107 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 3,652,392 (approximately 2.52% 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 20 shares of Series P Stock held for the
accounts of Winston LLC and Winston LDC into approximately 1,000,000 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
23,964,997 (approximately 15.42% 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)
18,633,701 Shares which S-C Rig III and the General Partner may be deemed to own
beneficially, (ii) 40,000 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) 2,652,392 Shares which
Chatterjee Advisors and Chatterjee Management may be deemed to own beneficially,
and (v) the 2,438,904 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
<PAGE>
Page 16 of 24 Pages
owner is 28,964,997 (approximately 18.05% 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 100 shares of Series P Stock
held for the accounts of S-C Rig III, Winston L.P., Winston LDC and Winston LLC
into approximately 5,000,000 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.
(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 Winston L.P., Winston LDC and Winston LLC.
Dr. Chatterjee may be deemed to have the sole power to
vote and dispose of the 240,000 Shares issuable upon exercise of the 40,000
options held directly by him and the 200,000 options held by XTEC.
Dr. Chatterjee also may be deemed to have shared 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 S-C Rig III.
(vii) Mr. Soros may be deemed to have shared 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 S-C Rig III.
(c) There have been no transactions effected with respect to
the Shares since November 12, 1998 (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
<PAGE>
Page 17 of 24 Pages
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 40,000 options described herein as being
held directly for his personal account.
(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.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons may lend
portfolio securities to brokers, banks or other financial institutions. These
loans typically obligate the borrower to return the securities, or an equal
amount of securities of the same class, to the lender and typically provide that
the borrower is entitled to exercise voting rights and to retain dividends
during the term of the loan. From time to time to the extent permitted by
applicable laws, each of such persons or entities may borrow the Shares for the
purpose of effecting, and may effect, short sale transactions, and may purchase
securities for the purpose of closing out short positions in such securities.
Except as set forth herein, the Reporting Persons do not have
any contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Z. Joint Filing Agreement, dated as of January 11, 1999, by
and among S-C Rig III, the General Partner, Winston L.P., CFM, Winston LDC,
Winston LLC, Chatterjee Advisors, Chatterjee Management, Purnendu Chatterjee and
George Soros.
<PAGE>
Page 18 of 24 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.
January 11, 1999 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 19 of 24 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
<PAGE>
Page 20 of 24 Pages
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 21 of 24 Pages
EXHIBIT INDEX
PAGE
Z. Joint Filing Agreement, dated as of January 11, 1999, by and
among S-C Rig Investments-III, L.P., S-C Rig Co., Winston
Partners, L.P., Chatterjee Fund Management, L.P., Winston
Partners II LDC, Winston Partners II LLC, Chatterjee
Advisors LLC, Chatterjee Management Company, Purnendu
Chatterjee and George Soros.............. 22
Page 22 of 24 Pages
EXHIBIT Z
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Geotek Communications, Inc., dated January
11, 1999 is, and any amendments thereto signed by each of the undersigned shall
be, filed on behalf of us pursuant to and in accordance with the provisions of
Rule 13d-1(f) under the Securities Exchange Act of 1934.
January 11, 1999 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 23 of 24 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
<PAGE>
Page 24 of 24 Pages
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
