SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
NEXUS TELOCATION SYSTEMS LTD.
_____________________________
(Name of Issuer)
Ordinary Shares, NIS 0.01 Nominal Value Per Share
_________________________________________________
(Title of Class of Securities)
M74919107
______________
(CUSIP Number)
March 9, 2000
____________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 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 the following page(s)
Page 1 of 12 pages
Exhibit Index: Page 9
<PAGE>
SCHEDULE 13G
CUSIP No. M74919107 Page 2 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 2,945,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,945,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
2,945,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
13.25%
12 Type of Reporting Person*
OO: IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. M74919107 Page 3 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,945,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,945,000
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
2,945,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
13.25%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. M74919107 Page 4 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,945,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,945,000
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
2,945,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
13.25%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 12 Pages
The Shares (as defined below) reported herein were previously
reported on a Schedule 13D, the last amendment of which was filed on March 13,
2000. There has been no change in the beneficial ownership of the Reporting
Persons (as defined below) since the filing of such amendment.
Item 1(a) Name of Issuer:
Nexus Telocation Systems Ltd. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
6B Tfutzot Israel Street, Givatayim, 53583, Israel.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
(ii) Mr. George Soros ("Mr. Soros"); and
(iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This Statement relates to the Shares held for the account of
QEG-NTS Holdings LLC, a Delaware limited liability company ("QEG-NTS"). SFM LLC,
a Delaware limited liability company, serves as principal investment manager to
Quantum Emerging Growth Partners C.V., a Netherlands Antilles limited
partnership ("QEG") and Quantum Partners LDC, a Cayman Islands exempted limited
duration company ("Quantum Partners"), each of which owns 50% of the outstanding
interest of QEG-NTS. As such, SFM LLC has been granted investment discretion
over portfolio investments, including the Shares, held for the account of
QEG-NTS. Mr. Soros is the Chairman of SFM LLC. Mr. Druckenmiller is the Lead
Portfolio Manager and a Member of the Management Committee of SFM LLC.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106.
Item 2(c) Citizenship:
(i) SFM LLC is a Delaware limited liability company;
(ii) Mr. Soros is a United States citizen; and
(iii) Mr. Druckenmiller is a United States citizen.
Item 2(d) Title of Class of Securities:
Ordinary Shares, NIS 0.01 nominal value (the "Shares").
<PAGE>
Page 6 of 12 Pages
Item 2(e) CUSIP Number:
M74919107
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of March 13, 2000, each of the Reporting Persons
may be deemed the beneficial owner of the following number of
Shares:
Each SFM LLC, Mr. Soros and Mr.
Druckenmiller may be deemed to be the
beneficial owner of the 2,945,000 Shares
held for the account of QEG-NTS.
Item 4(b) Percent of Class:
The number of Shares of which each of SFM LLC, Mr.
Soros and Mr. Druckenmiller may be deemed to be the beneficial
owner constitutes approximately 13.25% of the total number of
Shares outstanding.
Item 4(c) Number of shares as to which such person has:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 2,945,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,945,000
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,945,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,945,000
<PAGE>
Page 7 of 12 Pages
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,945,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,945,000
Item 5. Ownership of Five Percent of Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The members of QEG-NTS, including QEG and Quantum
Partners, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the account of QEG-NTS in
accordance with their ownership interests in QEG-NTS.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 8 of 12 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.
Date: March 14, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 14, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 14, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 9 of 12 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 27, 2000 granted
by Mr. George Soros in favor of Mr. Michael C. Neus and
Mr. Richard D. Holahan, Jr.............................. 10
B. Power of Attorney dated as of January 27, 2000 granted
by Mr. Stanley F. Druckenmiller in favor of Mr. Michael
C. Neus and Mr. Richard D. Holahan, Jr.................. 11
C. Joint Filing Agreement dated March 14, 2000 by and among
Soros Fund Management LLC, Mr. George Soros and Mr.
Stanley F. Druckenmiller................................ 12
Page 10 of 12 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR., acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Chairman of,
member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and
each of its affiliates or entities advised by me or SFM LLC, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(k) and (c) any initial statements
of, or statements of changes in, beneficial ownership of securities on Form 3,
Form 4 or Form 5 and (2) any information statements on Form 13F required to be
filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 27th day of
January, 2000.
/s/ George Soros
____________________________
GEORGE SOROS
Page 11 of 12 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR.,
acting individually, as my agent and attorney-in-fact for the purpose of
executing in my name, (a) in my personal capacity or (b) in my capacity as Lead
Portfolio Manager of, member of or in other capacities with Soros Fund
Management LLC ("SFM LLC") and each of its affiliates or entities advised by me
or SFM LLC, all documents, certificates, instruments, statements, filings and
agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 27th day of
January, 2000.
/s/ Stanley F. Druckenmiller
_______________________________________
STANLEY F. DRUCKENMILLER
Page 12 of 12 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Ordinary Shares of Nexus Telocation Systems Ltd. dated as of
March 14, 2000 is, and any amendments thereto (including amendments on Schedule
13D) 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(k) under the Securities
Exchange Act of 1934.
Date: March 14, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 14, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 14, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Attorney-in-Fact
