SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Globalstar Telecommunications Limited
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
G3930H104
(CUSIP Number)
August 3, 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 4,837,100 shares, which
constitutes approximately 5.9% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 81,977,404
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: 4,837,100
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 4,837,100
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,837,100
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 5.9%
12. Type of Reporting Person: PN
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Item 1(a). Name of Issuer.
The name of the issuer is Globalstar Telecommunications Limited (the
"Company").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at Cedar
House, 41 Cedar Avenue, Hamilton HM12, Bermuda.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), this Schedule 13G Statement is hereby filed by Prime 66
Partners, L.P., a Texas limited partnership (the "Reporting Person").
Additionally, information is included herein with respect to the following
persons (collectively, the "Controlling Persons"): P-66 Genpar, L.P., a
Texas limited partnership ("Genpar"), Carmel Land & Cattle Co., a Texas
corporation ("Carmel"), William P. Hallman, Jr. ("Hallman"), P-66, Inc., a
Texas corporation ("P-66"), The Sid R. Bass Management Trust, a revocable
trust existing under the laws of the state of Texas ("Trust"), and Sid R.
Bass ("SRB"). The Reporting Person and the Controlling Persons are sometimes
hereinafter collectively referred to as the "Item 2 Persons."
Item 2(b). Address of Principal Business Office, or if None, Residence.
The principal business office for each of (1) the Reporting Person, (2)
Genpar, (3) Carmel, and (4) P-66 is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102.
The principal business office for each of (1) Trust, and (2) SRB is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
The principal business office for Hallman is 201 Main Street, Suite
2500, Fort Worth, Texas 76102.
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the
United States of America.
Item 2(d). Title of Class of Securities.
This statement relates to shares of Common Stock, par value $1.00 per
share (the "Stock"), issued by the Company.
Item 2(e). CUSIP Number.
The CUSIP number of the shares of Stock is G3930H104.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-
2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o);
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with section 240.13d-
1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c), check this
box /X/.
Item 4. Ownership.
(a) - (b)
Reporting Person
Pursuant to Rule 13d-3(a), the Reporting Person is the beneficial owner
of 4,837,100 shares of the Stock, which constitutes approximately 5.9% 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 4,837,100
shares of the Stock, which constitutes approximately 5.9% 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 4,837,100
shares of the Stock, which constitutes approximately 5.9% 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 4,837,100 shares of the Stock, which constitutes approximately 5.9%
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 4,837,100
shares of the Stock, which constitutes approximately 5.9% 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 4,837,100 shares of the
Stock, which constitutes approximately 5.9% 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 4,837,100 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
4,837,100 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 4,837,100 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 4,837,100 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 4,837,100 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
4,837,100 shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Item 2 Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of the Reporting
Person pursuant to Rule 13d-1(c). The identity of each of the Item 2 Persons
is set forth in Item 2(a) hereof.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my 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.
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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: August 13, 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>
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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., filed herewith.
<PAGE>
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Exhibit 24.1
Know all persons by these presents that each person whose signature
appears below constitutes and appoints W. Robert Cotham, William O. Reimann
IV, Mark L. Hart, Jr., Thomas W. Briggs, and Calvin M. Jackson, and each of
them, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all reports filed
pursuant to Sections 13(d), 13(g) or 16(a) of the Securities Exchange Act of
1934, filed on behalf of each of them with respect to their beneficial
ownership of Globalstar Telecommunications Limited and any and all amendments
thereto, and to file the same, with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or such
person or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
DATED: August 13, 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
