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. 3)*
GLOBALSTAR TELECOMMUNICATIONS LIMITED
_____________________________________
(Name of Issuer)
Common Stock, $1.00 Par Value
_______________________________
(Title of Class of Securities)
G3930H104
______________
(CUSIP Number)
March 10, 2000
_____________________________________
(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 11 Pages
Exhibit Index: Page 10
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 2 of 11 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 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
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 3 of 11 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 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
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 4 of 11 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 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
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G3930H104 Page 5 of 11 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 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
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 11 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 Partners LDC ("Quantum
Partners"), Soros Fund Management LLC, Mr. Soros and Mr. Druckenmiller may no
longer be deemed the beneficial owners of any Shares held for the account of
Quantum Partners. As a result of the disposition of all of the Shares held for
the account of Duquesne LLC, Mr. Druckenmiller and Duquesne LLC may no longer be
deemed the beneficial owners of any Shares held for the account of Duquesne LLC.
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. 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").
<PAGE>
Page 7 of 11 Pages
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 April 20, 2000, each of the Reporting Persons may no
longer be deemed the beneficial owner of any Shares.
Item 4(b) Percent of Class:
The number of Shares of which each of the Reporting Persons
may be deemed to be the beneficial owner constitutes approximately 0% 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: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(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: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 8 of 11 Pages
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Duquesne LLC
------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact
that as of the date hereof each of the Reporting Persons has ceased to be the
beneficial owner of more than five percent of the class of securities, check the
following [x].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
This Item 6 is not applicable.
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 9 of 11 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: April 20, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
---------------------------------
Michael C. Neus
Deputy General Counsel
Date: April 20, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
---------------------------------
Michael C. Neus
Attorney-in-Fact
Date: April 20, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
---------------------------------
Michael C. Neus
Attorney-in-Fact
Date: April 20, 2000 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
---------------------------------
Gerald Kerner
Managing Director
<PAGE>
Page 10 of 11 Pages
EXHIBIT INDEX
Page No.
--------
E. Joint Filing Agreement, dated April 20, 2000, by and
among Soros Fund Management LLC, Mr. George Soros, Mr.
Stanley F. Druckenmiller, and Duquesne Capital
Management, L.L.C....................................... 11
<PAGE>
Page 11 of 11 Pages
EXHIBIT E
The undersigned hereby agree that the statement on Schedule
13G with respect to the Common Stock of Globalstar Telecommunications Limited,
dated as of April 20, 2000, 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: April 20, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
---------------------------------
Michael C. Neus
Deputy General Counsel
Date: April 20, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
---------------------------------
Michael C. Neus
Attorney-in-Fact
Date: April 20, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
---------------------------------
Michael C. Neus
Attorney-in-Fact
Date: April 20, 2000 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
---------------------------------
Gerald Kerner
Managing Director
