-----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, GtQOieMi0hvcaWMKsjgAXXpBSxVMxTEkBNZ2uJXnqdOF5UKuMlJqyg7Bp0BjMlCw 3iSIBrwUZITzhAecP16RUQ== 0000897423-98-000225.txt : 19980921 0000897423-98-000225.hdr.sgml : 19980921 ACCESSION NUMBER: 0000897423-98-000225 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980918 SROS: NASD GROUP MEMBERS: PRIME 66 PARTNERS L P GROUP MEMBERS: PRIME 66 PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALSTAR TELECOMMUNICATIONS LTD CENTRAL INDEX KEY: 0000933401 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133795510 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-44197 FILM NUMBER: 98711136 BUSINESS ADDRESS: STREET 1: CEDAR HOUSE 41 CEDAR AVENUE STREET 2: HAMILTON CITY: BERMUDA STATE: D0 ZIP: 10016 BUSINESS PHONE: 4412952244 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIME 66 PARTNERS L P CENTRAL INDEX KEY: 0001061203 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178783575 SC 13G/A 1 GLOBALSTAR TELECOMMUNICATIONS LTD SCHED. 13G, AMEND. NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G** Under the Securities Exchange Act of 1934 (Amendment No. 1)* Globalstar Telecommunications Limited (Name of Issuer) Common Stock, par value $1.00 (Title of Class of Securities) G3930H104 (CUSIP Number) September 14, 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 8,950,700 shares, which constitutes approximately 10.9% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 82,006,780 shares outstanding. 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: 8,950,700 Owned By Each Reporting 7. Sole Dispositive Power: -0- Person With 8. Shared Dispositive Power: 8,950,700 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 8,950,700 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 10.9% 12. Type of Reporting Person: PN Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13G Statement dated August 3, 1998 (the "Schedule 13G"), relating to the Common Stock, par value $1.00 per share, of Globalstar Telecommunications Limited (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13G. Item 4. Ownership. Item 4 is hereby amended and restated in its entirety as follows: (a) - (b) Reporting Person Pursuant to Rule 13d-3(a), the Reporting Person is the beneficial owner of 8,950,700 shares of the Stock, which constitutes approximately 10.9% 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 8,950,700 shares of the Stock, which constitutes approximately 10.9% 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 8,950,700 shares of the Stock, which constitutes approximately 10.9% 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 8,950,700 shares of the Stock, which constitutes approximately 10.9% 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 8,950,700 shares of the Stock, which constitutes approximately 10.9% 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 8,950,700 shares of the Stock, which constitutes approximately 10.9% 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 8,950,700 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 8,950,700 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 8,950,700 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 8,950,700 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 8,950,700 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 8,950,700 shares of the Stock. 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: September 17, 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 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., previously filed. -----END PRIVACY-ENHANCED MESSAGE-----