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. 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)
July 1, 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 8 pages
<PAGE>
SCHEDULE 13G
CUSIP No. M74919107 Page 2 of 8 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 2,885,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,885,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
2,885,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
12.98%
12 Type of Reporting Person*
OO; IA
<PAGE>
SCHEDULE 13G
CUSIP No. M74919107 Page 3 of 8 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 2,885,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,885,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
2,885,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
12.98%
12 Type of Reporting Person*
IA
<PAGE>
SCHEDULE 13G
CUSIP No. M74919107 Page 4 of 8 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
STANLEY F. DRUCKENMILLER
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 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
<PAGE>
Page 5 of 8 Pages
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 ("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 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. Effective July 1,
2000, as a result of a combination of QEG and Quantum Partners, QEG holds Shares
of the Issuer for the account of Quantum Partners. As such, SFM LLC has been
granted investment discretion over portfolio investments, including the Shares,
held for the account of QEG-NTS.
Effective as of July 1, 2000, Mr. Druckenmiller ceased to
be the Lead Portfolio Manager of, and is no longer employed by, SFM LLC and, as
a result of a reorganization of SFM LLC, the Management Committee has been
eliminated. Mr. Druckenmiller no longer may be deemed the beneficial owner of
securities held for the account of QEG-NTS, and is no longer a Reporting Person.
Mr. Soros is the Chairman and President 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 and Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, NY 10106.
Item 2(c) Citizenship:
(i) SFM LLC is a Delaware limited liability company; and
(ii) Mr. Soros 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 8 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 July 5, 2000, each of SFM LLC and Mr. Soros
may be deemed the beneficial owner of the 2,885,000 Shares
held for the account of QEG-NTS.
Item 4(b) Percent of Class:
The number of Shares of which each of SFM LLC and
Mr. Soros may be deemed to be the beneficial owner
constitutes approximately 12.98% 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: 2,885,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,885,000
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 2,885,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,885,000
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 7 of 8 Pages
Item 5. Ownership of Five Percent of Less of a Class:
As of July 1, 2000, Mr. Druckenmiller ceased to be the
beneficial owner of more than five percent of the Shares.
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 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: July 5, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
Date: July 5, 2000 GEORGE SOROS
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: July 5, 2000 STANLEY F. DRUCKENMILLER
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
