-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CoS9xvUb7Ph18zwasj6vmp0vAvMX7I/VKxXgwN/F/TJ++eBTuc9aRCh2VKr0x7/5 yOF+g9XTHvHxoMU3+qxDxQ== 0000932799-96-000066.txt : 19960703 0000932799-96-000066.hdr.sgml : 19960703 ACCESSION NUMBER: 0000932799-96-000066 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960702 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEOTEK COMMUNICATIONS INC CENTRAL INDEX KEY: 0000844843 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 222358635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40285 FILM NUMBER: 96590180 BUSINESS ADDRESS: STREET 1: 20 CRAIG ROAD CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2019309305 MAIL ADDRESS: STREET 1: 20 CRAIG ROAD CITY: MONTVALE STATE: NJ ZIP: 07465 FORMER COMPANY: FORMER CONFORMED NAME: GEOTEK INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARNHOLD & S BLEICHROEDER INC CENTRAL INDEX KEY: 0000732816 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 45 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122084440 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Geotek Communications, Inc. --------------------- (Name of Issuer) Common Stock, par value, $.01 per share ---------------------------------------------------- (Title of Class of Securities) 3736541 ------------------------ (CUSIP Number) Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.)(See Rule 13d-7). *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 ("Act") or to 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). SCHEDULE 13G - ------------------- ----------------- CUSIP No. 3736541 Page 2 of 7 Pages - ------------------- ------------------ ============================================================================== 1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arnhold and S. Bleichroeder, 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 New York - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 575,047 - -------------------------------------------------------------------------------- 6 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 575,047 - -------------------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 575,047 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA,BD ============================================================================== *SEE INSTRUCTIONS BELOW BEFORE FILLING OUT! SEC 1746 (9-88) Page 3 of 7 Pages SCHEDULE 13G Item 1. (a) Name of Issuer: Geotek Communications, Inc. (b) Address of Issuer's Principal Executive Office: 20 Craig Road Montvale, NJ 07645 Item 2. Name of Person Filing (a) Arnhold and S. Bleichroeder, Inc. (b) Address of Principal Office: 45 Broadway 29th Floor New York, New York 10006 (c) Citizenship/Organization: New York (d) Title Class of Securities: Common Stock, par value $.01 per share (e) CUSIP Number: 3736541 Item 3. If Statement is filed pursuant to Rules 13(d)-1(b) or 13d-2(b), check whether Person Filing is a (a) [X] Arnhold and S. Bleichroder, Inc. is a Broker-Dealer registered under Section 15 of the Act. (h) [X] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H). Page 4 of 7 Pages Item 4. Ownership. On June 20, 1996, Arnhold and S. Bleichroeder, Inc. (The "Reporting Person"), together with Renaissance Fund LDC, Todd Investments Limited, Stockton Partners, L.P., Charles Bronfman Family Trust, The Kolber Trust, S. Daniel Abraham, BEA Associates, Continental Casualty Company, Goldman, Sachs & Co., and PEC Israel Economic Corporation (collectively, the "Other Investors"), acquired from the Issuer in a private placement certain securities that are convertible into, or exercisable for, the Issuer's common stock, par value $.01 per share ("Common Stock"). Accordingly, the Reporting Person and the Other Investors may be deemed to have acted in concert for the purpose of acquiring such securities and, therefore, to constitute a "group" for purposes of Rule 13d-5(b) under the Act. Pursuant to Rule 13d- 1(f)(2) under the Act the Other Investors have elected to file a Schedule 13D or Schedule 13G on an individual basis. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Person that a group exists or that the Reporting Person is the beneficial owner of Common Stock beneficially owned by any of the Other Investors. The Reporting Person has no understanding or agreement with any of the Other Investors or with any other person to act in concert for the purposes of holding, voting, or disposing of the Common Stock or any equity securities of the Issuer. Accordingly this statement simultaneously is being amended to reflect the fact that, as of the date hereof, the Reporting Person is not a member of a "group" for purposes of Rule 13d-5(b) under the Act with respect to the Common Stock. The percentage of the Common Stock beneficially owned by the Reporting Person has been calculated based on the Issuer's representation that, as of June 14, 1996, there were 57,933,433 shares of Common Stock outstanding and, in addition thereto, assumes that all securities beneficially owned by all members of the group have been converted or exercised into Common Stock. (a) Amount Beneficially Owned: 575,047 (b) Percent of Class: 1.0% (c) Number of Shares to Which Such Person Has: (i) Sole voting power - 575,047 (ii) Shared voting power - 0 (iii) Sole dispositive power - 575,047 (iv) Shared dispositive power - 0 Page 5 of 7 Pages 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. Not Applicable. Item 7. Identification and Classification of Members of the Subsidiary Which Acquired the Securities Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. As indicated in Item 4, the Reporting Person may be deemed to be a member of a group for purposes of acquiring certain securities of the Issuer. Although this Schedule 13G is being filed by the Reporting Person individually, each member of the group is identified below. Arnhold and S. Bleichroeder, Inc. Registered Broker/Dealer and Investment Advisor Continental Casualty Company Insurance Company Goldman, Sachs & Co. Registered Broker/Dealer and Investment Advisor BEA Associates Registered Investment Advisor PEC Israel Economic Corporation Not Applicable Renaissance Fund LDC Not Applicable Todd Investments Limited Not Applicable Stockton Partners L.P. Not Applicable Charles Bronfman Family Trust Not Applicable The Kolber Trust Not Applicable S. Daniel Abraham Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Page 6 of 7 Pages Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 7 of 7 Pages Signature: After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: July 1, 1996 ARNHOLD AND S. BLEICHROEDER, INC. By:--------------------------- Name: Charles J. Rodriguez Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----