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)*
GLOBALSTAR TELECOMMUNICATIONS LIMITED
_____________________________________
(Name of Issuer)
Common Stock, $1.00 Par Value
_______________________________
(Title of Class of Securities)
G3930H104
______________
(CUSIP Number)
December 31, 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 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 following page(s)
Page 1 of 20 Pages
Exhibit Index: Page 18
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 2 of 20 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 2,100,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,100,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.56%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 3 of 20 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT INVESTOR, L.P.
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 4,200,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 4,200,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,200,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.12%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 4 of 20 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT, INC.
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 4,200,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 4,200,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,200,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.12%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 5 of 20 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QUASAR STRATEGIC PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 2,100,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,100,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.56%
12 Type of Reporting Person*
OO;IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 6 of 20 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 8,400,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 8,400,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,400,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
10.24%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 7 of 20 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 130,000
Shares
Beneficially 6 Shared Voting Power
Owned By 8,400,000
Each
Reporting 7 Sole Dispositive Power
Person 130,000
With
8 Shared Dispositive Power
8,400,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,530,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
10.40%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 8 of 20 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 8,400,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
8,400,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,400,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
10.24%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 20 Pages
Item 1(a) Name of Issuer:
Globalstar Telecommunications Limited (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC, a Cayman Islands
exempted limited duration company ("QIP");
ii) QIH Management Investor, L.P., a Delaware limited
partnership ("QIHMI");
iii) QIH Management, Inc., a Delaware corporation ("QIH
Management");
iv) Quasar Strategic Partners LDC, a Cayman Islands
exempted limited duration company ("Quasar
Strategic");
v) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
vi) Mr. George Soros ("Mr. Soros"); and
vii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
Due to a recent disposition of all of the Shares (as defined
herein) held for a limited number of institutional clients of Duquesne Capital
Management, L.L.C. ("Duquesne LLC"), Duquesne LLC is no longer the beneficial
owner of any Shares (as defined herein) of the Issuer.
This Statement relates to Shares (as defined herein) held for
the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), Quasar Strategic, QIP and Mr. Soros.
SFM LLC, a Delaware limited liability company, serves as
principal investment manager to Quantum Partners. As such, SFM LLC has been
granted investment discretion over portfolio investments, including the Shares,
held for the account of Quantum Partners. Mr. Soros is the Chairman of SFM LLC.
Mr. Druckenmiller is the Lead Portfolio Manager and a Member of the Management
Committee of SFM LLC.
The principal business of Quasar Strategic is investing in
securities. QIHMI, an investment advisory firm, is a minority shareholder of QIP
and Quasar Strategic. Pursuant to constituent documents of QIP and Quasar
Strategic, QIHMI is vested with investment discretion with respect to the
portfolio assets held for the accounts of each of QIP and Quasar Strategic. The
principal business of QIHMI is to provide management and advisory services to,
and to invest in, QIP and Quasar Strategic. Mr. Soros is the sole shareholder of
<PAGE>
Page 10 of 20 Pages
QIH Management which is the sole general partner of QIHMI. The principal
business of QIH Management is to serve as the sole general partner of QIHMI. Mr.
Soros has entered into an agreement pursuant to which he has agreed to use his
best efforts to cause QIH Management, as the general partner of QIHMI, to act at
the direction 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 QIP
and Quasar Strategic is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles.
The address of the principal business office of each of QIHMI,
QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue,
33rd Floor, New York, NY 10106.
Item 2(c) Citizenship:
i) QIP is a Cayman Islands exempted limited duration
company;
ii) QIHMI is a Delaware limited partnership;
iii) QIH Management is a Delaware corporation;
iv) Quasar Strategic is a Cayman Islands exempted limited
duration company;
v) SFM LLC is a Delaware limited liability company;
vi) Mr. Soros is a United States citizen; and
vii) Mr. Druckenmiller is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $1.00 par value (the "Shares").
Item 2(e) CUSIP Number:
G3930H104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
<PAGE>
Page 11 of 20 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of February 11, 1999, each of the Reporting
Persons may be deemed the beneficial owner of the
following number of Shares:
(i) QIP may be deemed to be the beneficial owner
of the 2,100,000 Shares held for its
account.
(ii) Each of QIHMI and QIH Management may be
deemed to be the beneficial owner of
4,200,000 Shares. This number consists of
(A) 2,100,000 Shares held for the account of
QIP and (B) 2,100,000 Shares held for the
account of Quasar Strategic.
(iii) Quasar Strategic may be deemed to be the
beneficial owner of the 2,100,000 Shares
held for its account.
(iv) Each of SFM LLC and Mr. Druckenmiller may be
deemed to be the beneficial owner of
8,400,000 Shares. This number consists of
(A) 2,100,000 Shares held for the account of
QIP, (B) 4,200,000 Shares held for the
account of Quantum Partners and (C)
2,100,000 Shares held for the account of
Quasar Strategic.
(v) Mr. Soros may be deemed to be the beneficial
owner of 8,530,000 Shares. This number
consists of (A) 2,100,000 Shares held for
the account of QIP, (B) 4,200,000 Shares
held for the account of Quantum Partners,
(C) 2,100,000 Shares held for the account of
Quasar Strategic and (D) 130,000 held for
his personal account.
Item 4(b) Percent of Class:
(i) The number of Shares of which QIP may be
deemed to be the beneficial owner
constitutes approximately 2.56% of the total
number of Shares outstanding.
(ii) The number of Shares of which each of QIHMI
and QIH Management may be deemed to be the
beneficial owner constitutes approximately
5.12% of the total number of Shares
outstanding.
(iii) The number of Shares of which Quasar
Strategic may be deemed to be the beneficial
owner constitutes approximately 2.56% of the
total number of Shares outstanding.
<PAGE>
Page 12 of 20 Pages
(iv) The number of Shares of which each of SFM
LLC and Mr. Druckenmiller may be deemed to
be the beneficial owner constitutes
approximately 10.24% of the total number of
Shares outstanding.
(v) The number of Shares of which Mr. Soros may
be deemed to be the beneficial owner
constitutes approximately 10.40% of the
total number of Shares outstanding.
<PAGE>
Page 13 of 20 Pages
Item 4(c) Number of shares as to which such person has:
QIP
---
(i) Sole power to vote or to direct the vote: 2,100,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,100,000
(iv) Shared power to dispose or to direct the disposition of: 0
QIHMI
-----
(i) Sole power to vote or to direct the vote: 4,200,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 4,200,000
(iv) Shared power to dispose or to direct the disposition of: 0
QIH Management
--------------
(i) Sole power to vote or to direct the vote: 4,200,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 4,200,000
(iv) Shared power to dispose or to direct the disposition of: 0
Quasar Strategic
----------------
(i) Sole power to vote or to direct the vote: 2,100,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,100,000
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 14 of 20 Pages
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 8,400,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 8,400,000
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 130,000
(ii) Shared power to vote or to direct the vote: 8,400,000
(iii) Sole power to dispose or to direct the disposition of: 130,000
(iv) Shared power to dispose or to direct the disposition of: 8,400,000
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 8,400,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 8,400,000
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of QIP, including Quantum Industrial
Holdings, Ltd., a British Virgin Islands international business company, have
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the Shares held for the account of QIP in accordance with their
ownership interests in QIP.
(ii) The shareholders of Quasar Strategic, including Quasar
International Partners C.V., a Netherlands Antilles limited partnership, have
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the Shares, held for the account of Quasar Strategic in accordance with
their ownership interests in Quasar Strategic.
(iii) The shareholders of Quantum Partners, including Quantum
Fund N.V., a Netherlands Antilles company have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares, held by
Quantum Partners in accordance with their ownership interests in Quantum
Partners.
<PAGE>
Page 15 of 20 Pages
(iv) Mr. Soros has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of the Shares, held for his
personal account.
QIP expressly disclaims beneficial ownership of any Shares
held directly for the accounts of Quantum Partners, Quasar Strategic and Mr.
Soros. Each of QIHMI and QIH Management expressly disclaims beneficial ownership
of any Shares held directly for the accounts of Quantum Partners and Mr. Soros.
Quasar Strategic expressly disclaims beneficial ownership of any Shares held
directly for the accounts of QIP, Quantum Partners and Mr. Soros. SFM LLC
expressly disclaims beneficial ownership of any Shares held directly for the
account of Mr. Soros. Mr. Druckenmiller expressly disclaims beneficial ownership
of any Shares held for the account of Mr. Soros.
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 16 of 20 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: February 12, 1999 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Vice President
Date: February 12, 1999 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Vice President
Date: February 12, 1999 QUASAR STRATEGIC PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Assistant General Counsel
<PAGE>
Page 17 of 20 Pages
Date: February 12, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 18 of 20 Pages
EXHIBIT INDEX
Page No.
--------
E. Joint Filing Agreement dated February 12, 1999 by and
among Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management, Inc., Quasar Strategic
Partners LDC, Soros Fund Management LLC, Mr. George
Soros and Mr. Stanley F. Druckenmiller.................. 19
Page 19 of 20 Pages
EXHIBIT E
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Globalstar Telecommunications Limited dated as of
February 12, 1999 is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934.
Date: February 12, 1999 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Vice President
Date: February 12, 1999 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Vice President
Date: February 12, 1999 QUASAR STRATEGIC PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Assistant General Counsel
<PAGE>
Page 20 of 20 Pages
Date: February 12, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
