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. 2)*
GLOBALSTAR TELECOMMUNICATIONS LIMITED
_____________________________________
(Name of Issuer)
Common Stock, $1.00 Par Value
_______________________________
(Title of Class of Securities)
G3930H104
______________
(CUSIP Number)
December 31, 1999
_______________________________________
(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 15 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 2 of 15 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 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 Beneficially Owned by Each Reporting Person
0 /1/
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*
OO; IV
/1/ See Item 2(a). Position as of February 10, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 3 of 15 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 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 Beneficially Owned by Each Reporting Person
0 /1/
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*
PN; IA
/1/ See Item 2(a). Position as of February 10, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 4 of 15 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 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 Beneficially Owned by Each Reporting Person
0 /1/
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*
CO
/1/ See Item 2(a). Position as of February 10, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 5 of 15 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 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 Beneficially Owned by Each Reporting Person
0 /1/
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*
OO; IV
/1/ See Item 2(a). Position as of February 10, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 6 of 15 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 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 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
4.38%
12 Type of Reporting Person*
OO; IA
/1/ Position as of February 10, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 7 of 15 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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 4,200,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
4,200,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,200,000 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
4.38%
12 Type of Reporting Person*
IA
/1/ Position as of February 10, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 8 of 15 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 914,250
Shares
Beneficially 6 Shared Voting Power
Owned By 4,200,000
Each
Reporting 7 Sole Dispositive Power
Person 914,250
With
8 Shared Dispositive Power
4,200,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,114,250 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.33%
12 Type of Reporting Person*
IA
/1/ Position of February 10, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 9 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
PENNSYLVANIA
5 Sole Voting Power
Number of 914,250
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 914,250
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
914,250 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
.95%
12 Type of Reporting Person*
OO; IA
/1/ Position as of February 10, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 15 Pages
Item 1(a) Name of Issuer:
Globalstar Telecommunications Limited ("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) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
(ii) Mr. George Soros ("Mr. Soros");
(iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
and
(iv) Duquesne Capital Management, L.L.C., a Pennsylvania
limited liability company ("Duquesne LLC").
As a result of the disposition of all of the Shares (as
defined herein) held for the account of Quantum Industrial Partners ("QIP"),
QIP, QIH Management Investor, L.P. and QIH Management, Inc. may no longer be
deemed the beneficial owners of any Shares (as defined herein). As a result of
the disposition of all of the Shares (as defined herein) held for the account of
Quasar Strategic Partners LDC ("Quasar Strategic"), Quasar Strategic may no
longer be deemed the beneficial owner of any Shares (as defined herein).
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"), and the Duquesne LLC Clients (as defined herein).
SFM LLC 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.
Mr. Druckenmiller also owns a 75% interest in, and is the sole
managing member of, Duquesne LLC, an investment advisory firm that serves as a
discretionary investment advisor to a limited number of institutional clients
(the "Duquesne LLC Clients").
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of SFM LLC, Mr.
Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New York, NY
10106.
The address of the principal business office of Duquesne LLC
is 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591.
<PAGE>
Page 11 of 15 Pages
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
iii) Mr. Druckenmiller is a United States citizen; and
iv) Duquesne LLC is a Pennsylvania limited liability
company.
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.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of February 10, 2000, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) Each of SFM LLC and Mr. Soros may be deemed to be the
beneficial owner of the 4,200,000 Shares held for the
account of Quantum Partners.
(ii) Mr. Druckenmiller may be deemed to be the beneficial
owner of 5,114,250 Shares. This number consists of
(A) 4,200,000 Shares held for the account of Quantum
Partners and (B) 914,250 Shares held for the accounts
of the Duquesne LLC Clients.
(iii) Duquesne LLC may be deemed the beneficial owner of
the 914,250 Shares held for the accounts of the
Duquesne LLC Clients.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of SFM LLC and Mr.
Soros may be deemed to be the beneficial owner
constitutes approximately 4.38% of the total number
of Shares outstanding.
(ii) The number of Shares of which Mr. Druckenmiller may
be deemed to be the beneficial owner constitutes
approximately 5.33% of the total number of Shares
outstanding.
<PAGE>
Page 12 of 15 Pages
(iii) The number of Shares of which Duquesne LLC may be
deemed to be the beneficial owner constitutes
approximately .95% 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: 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
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 4,200,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 4,200,000
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 914,250
(ii) Shared power to vote or to direct the vote: 4,200,000
(iii) Sole power to dispose or to direct the disposition of: 914,250
(iv) Shared power to dispose or to direct the disposition of: 4,200,000
Duquesne LLC
------------
(i) Sole power to vote or to direct the vote: 914,250
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 914,250
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
<PAGE>
Page 13 of 15 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) 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.
(ii) The Duquesne LLC Clients have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for their account.
Each of SFM LLC and Mr. Soros expressly disclaims beneficial
ownership of any Shares held directly for the account of the Duquesne LLC
Clients. Duquesne LLC expressly disclaims beneficial ownership of any Shares
held directly for the account Quantum Partners.
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 14 of 15 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 10, 2000 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
---------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
-------------------
Michael C. Neus
Vice President
Date: February 10, 2000 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
--------------------------
Michael C. Neus
Vice President
Date: February 10, 2000 QUASAR STRATEGIC PARTNERS LDC
By: /S/ MICHAEL C. NEUS
--------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
--------------------------
Michael C. Neus
Assistant General Counsel
<PAGE>
Page 15 of 15 Pages
Date: February 10, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
--------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
--------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
--------------------------
Gerald Kerner
Managing Director
