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. 2)*
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)
March 9, 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 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. M7491907 Page 2 of 7 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*
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 2,945,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,945,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,945,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
13.25%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M7491907 Page 3 of 7 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*
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 2,945,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,945,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,945,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
13.25%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M7491907 Page 4 of 7 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*
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 2,945,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,945,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,945,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
13.25%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 7 Pages
This Amendment No. 2 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. 2 amends and supplements the initial
statement on Schedule 13D dated January 20, 2000 and Amendment No. 1 thereto
dated March 1, 2000 (collectively, 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 disposition of Shares of the Issuer, the number of Shares
of which the Reporting Persons may be deemed to be the beneficial owners has
decreased 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 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 2,945,000 Shares (representing approximately
13.25% 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 2,945,000 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 2,945,000 Shares held for the account of
QEG-NTS.
(c) Except for the transactions described in Annex A
hereto, all of which were effected in the over-the-counter market in routine
brokerage transactions, there have been no transactions effected with respect to
the Shares since March 1, 2000 (the date of filing of the last statement on
Schedule 13D) by any of the Reporting Persons.
(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 6 of 7 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 10, 2000
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 7 of 7 Pages
ANNEX A
RECENT TRANSACTIONS IN THE ORDINARY
SHARES OF NEXUS TELOCATION SYSTEMS LTD.
<TABLE>
For the Account of Date of Transaction Number of Shares Price Per Share
- ------------------ ------------------- ---------------- ---------------
<S> <C> <C> <C>
QEG-NTS 3/10/2000 700,000 $11.701
3/09/2000 900,000 $8.639
3/09/2000 400,000 $8.125
3/08/2000 200,000 $6.589
3/07/2000 15,000 $6.500
</TABLE>
