SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Globalstar Telecommunications Limited
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
G3930H104
(CUSIP Number)
September 14, 1998
(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 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).
**The total number of shares reported herein is 8,950,700 shares, which
constitutes approximately 10.9% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 82,006,780
shares outstanding.<PAGE>
<PAGE>
CUSIP No. G3930H104
1. Name of Reporting Person:
Prime 66 Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: 8,950,700
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 8,950,700
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
8,950,700
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 10.9%
12. Type of Reporting Person: PN
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13G Statement dated
August 3, 1998 (the "Schedule 13G"), relating to the Common Stock, par value
$1.00 per share, of Globalstar Telecommunications Limited (the "Issuer").
Unless otherwise indicated, all defined terms used herein shall have the same
meanings as those set forth in the Schedule 13G.
Item 4. Ownership.
Item 4 is hereby amended and restated in its entirety as follows:
(a) - (b)
Reporting Person
Pursuant to Rule 13d-3(a), the Reporting Person is the beneficial owner
of 8,950,700 shares of the Stock, which constitutes approximately 10.9% of
the outstanding shares of Stock.
Controlling Persons
Each of (1) Genpar, as one of two general partners of the Reporting
Person, and (2) Carmel, as the sole general partner of Genpar, may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 8,950,700
shares of the Stock, which constitutes approximately 10.9% of the outstanding
shares of Stock.
In his capacity as the sole shareholder of Carmel, Hallman may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 8,950,700
shares of the Stock, which constitutes approximately 10.9% of the outstanding
shares of Stock.
In its capacity as one of two general partners of the Reporting Person,
P-66 may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 8,950,700 shares of the Stock, which constitutes approximately 10.9%
of the outstanding shares of Stock.
In its capacity as the sole shareholder of P-66, Trust may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 8,950,700
shares of the Stock, which constitutes approximately 10.9% of the outstanding
shares of Stock.
In his capacity as a Trustee of Trust, SRB may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 8,950,700 shares of the
Stock, which constitutes approximately 10.9% of the outstanding shares of
Stock.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(c)
Reporting Person
Acting through its two general partners, Genpar and P-66, the Reporting
Person has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 8,950,700 shares of the Stock.
Controlling Persons
Acting through its general partner, Carmel, and in its capacity as one
of two general partners of the Reporting Person, Genpar has the shared power
to vote or to direct the vote and to dispose or to direct the disposition of
8,950,700 shares of the Stock.
In his capacity as the sole shareholder of Carmel, Hallman has the
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 8,950,700 shares of the Stock.
In its capacity as one of two general partners of the Reporting Person,
P-66 has the shared power to vote or to direct the vote and to dispose or to
direct the disposition of 8,950,700 shares of the Stock.
In its capacity as the sole shareholder of P-66, Trust has the shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 8,950,700 shares of the Stock.
In his capacity as a Trustee of Trust, SRB has the shared power to vote
or to direct the vote and to dispose or to direct the disposition of
8,950,700 shares of the Stock.
<PAGE>
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: September 17, 1998
PRIME 66 PARTNERS, L.P.
By: P-66, INC.
general partner
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Vice-President
By: P-66 GENPAR, L.P.,
general partner
By: Carmel Land & Cattle Co.,
general partner
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Vice-President
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
24.1 Power of Attorney authorizing W. Robert Cotham, William O. Reimann
IV, Mark L. Hart, Jr., Thomas W. Briggs, and Calvin M. Jackson to
act on behalf of Prime 66 Partners, L.P., previously filed.
