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. 1)*
NEXUS TELOCATION SYSTEMS LTD.
-----------------------------
(Name of Issuer)
Ordinary Shares, NIS 0.01 Nominal Value Per Share
-------------------------------------------------
(Title of Class of Securities)
M74919107
---------------------------------
(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)
February 28, 2000
-------------------------------------
(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 that 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 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 8 Pages
<PAGE>
CUSIP No. M74919107 Page 2 of 8 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
AF
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 5,160,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,160,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,160,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
23.24%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. M74919107 Page 3 of 8 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 Source of Funds*
AF
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 5,160,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,160,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,160,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
23.24%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. M74919107 Page 4 of 8 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 Source of Funds*
AF
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 5,160,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,160,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,160,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
23.24%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 Pages
This Amendment No. 1 to Schedule 13D relates to Ordinary Shares,
NIS 0.01 nominal value per share (the "Shares"), of Nexus Telocation Systems
Ltd. (the "Issuer"). This Amendment No. 1 amends and supplements the initial
statement on Schedule 13D dated January 20, 2000 (the "Initial Statement") filed
by the Reporting Persons and is being filed by the Reporting Persons to report
that, as a result of the recent acquisition of Shares of the Issuer, the number
of Shares of which the Reporting Persons may be deemed to be the beneficial
owners has increased by more than one percent of the total number of Shares
outstanding. Capitalized terms used herein but not defined shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
amended and supplemented as follows.
Item 2. Identity and Background.
Set forth in Annex A hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Schedule 13D as applicable is an
updated list of the Managing Directors of SFM LLC.
Item 3. Source and Amount of Funds or Other Consideration.
On February 28, 2000 QEG-NTS expended approximately $5,160,000 of
its working capital to purchase 2,064,000 Shares from the Issuer in a private
placement transaction pursuant to the Second Closing as set forth in the
Securities Purchase Agreement.
The Shares held for the account of QEG-NTS 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 firms'
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the securities reported herein as having been acquired for
the account of QEG-NTS were acquired for investment purposes. Neither the
Reporting Persons nor, to the best of their knowledge, any of the other persons
identified in response to Item 2, has any plans or proposals that 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 of, or cause to be
disposed, 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) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller may be
deemed the beneficial owner of the 5,160,000 Shares (representing approximately
23.24% of the total number of outstanding Shares) held for the account of
QEG-NTS.
(b) (i) SFM LLC may be deemed to have the sole power to
direct the voting and disposition of the 5,160,000 Shares held for the account
of QEG-NTS.
(ii) Each of Mr. Soros and Mr. Druckenmiller, as a
result of their positions with SFM LLC, may be deemed to have the shared power
to direct the voting and disposition of the 5,160,000 Shares held for the
account of QEG-NTS.
(c) Except for the transaction described in Item 3 hereto
(which is incorporated into this Item 5 by reference), there have been no
transactions effected with respect to the Shares since January 20, 2000 by any
of the Reporting Persons.
<PAGE>
Page 6 of 8 Pages
(d) The members of QEG-NTS 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.
(e) Not applicable.
<PAGE>
Page 7 of 8 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 1, 2000
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
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Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
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Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 8 of 8 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC.
Scott K. H. Bessent
Walter Burlock
L. Kevin Dann
Duncan Hennes
Ron Hiram
Michael Karsh
Sheldon Kasowitz
David N. Kowitz
Carson Levit
Alexander C. McAree
Steven Okin
Michael Pendy
Frank Sica
Each of the above-listed persons is a United States citizen whose
principal occupation is serving as Managing Director of SFM LLC, and each has a
business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor,
New York, New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts,
arrangements, understandings or relationships with respect to the Shares.
