-----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, TYBgKQQFiJup6b/2LochN7FcNAICS7bgGEzfxOtPha7yhlCGGk2vIgebZngUq1iB ML30ssPuentRQ6tUjjFCCw== 0000921530-00-000068.txt : 20000314 0000921530-00-000068.hdr.sgml : 20000314 ACCESSION NUMBER: 0000921530-00-000068 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000313 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXUS TELOCATION SYSTEMS LTD CENTRAL INDEX KEY: 0000920532 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-57523 FILM NUMBER: 567048 BUSINESS ADDRESS: STREET 1: 6B TFUZOT ISRAEL ST CITY: GIVATAYIM 53583 ISRA STATE: L3 FORMER COMPANY: FORMER CONFORMED NAME: NEXUS TELECOMMUNICATIONS SYSTEMS LTD DATE OF NAME CHANGE: 19980112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMEND #2 TO SCH 13D RE NEXUS TELOCATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* NEXUS TELOCATION SYSTEMS LTD. ---------------------------- (Name of Issuer) Ordinary Shares, NIS 0.01 Nominal Value Per Share ------------------------------------------------- (Title of Class of Securities) M74919107 --------------------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 9, 2000 ----------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [__] . Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 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 7 Pages SCHEDULE 13D CUSIP No. M7491907 Page 2 of 7 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Source of Funds* Not applicable. 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 2,945,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,945,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,945,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented By Amount in Row (11) 13.25% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. M7491907 Page 3 of 7 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person 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 Source of Funds* Not applicable. 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,945,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,945,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,945,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented By Amount in Row (11) 13.25% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. M7491907 Page 4 of 7 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person 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 Source of Funds* Not applicable. 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,945,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,945,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,945,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented By Amount in Row (11) 13.25% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 7 Pages This Amendment No. 2 to Schedule 13D relates to Ordinary Shares, NIS 0.01 nominal value per share (the "Shares"), of Nexus Telocation Systems Ltd. (the "Issuer"). This Amendment No. 2 amends and supplements the initial statement on Schedule 13D dated January 20, 2000 and Amendment No. 1 thereto dated March 1, 2000 (collectively, the "Initial Statement") filed by the Reporting Persons and is being filed by the Reporting Persons to report that, as a result of the recent disposition of Shares of the Issuer, the number of Shares of which the Reporting Persons may be deemed to be the beneficial owners has decreased by more than one percent of the total number of Shares outstanding. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is amended and supplemented as follows. Item 5. Interest in Securities of the Issuer. (a) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed the beneficial owner of the 2,945,000 Shares (representing approximately 13.25% of the total number of outstanding Shares) held for the account of QEG-NTS. (b) (i) SFM LLC may be deemed to have the sole power to direct the voting and disposition of the 2,945,000 Shares held for the account of QEG-NTS. (ii) Each of Mr. Soros and Mr. Druckenmiller, as a result of their positions with SFM LLC, may be deemed to have the shared power to direct the voting and disposition of the 2,945,000 Shares held for the account of QEG-NTS. (c) Except for the transactions described in Annex A hereto, all of which were effected in the over-the-counter market in routine brokerage transactions, there have been no transactions effected with respect to the Shares since March 1, 2000 (the date of filing of the last statement on Schedule 13D) by any of the Reporting Persons. (d) The members of QEG-NTS have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of QEG-NTS in accordance with their ownership interests in QEG-NTS. (e) Not applicable. Page 6 of 7 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: March 10, 2000 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Assistant General Counsel GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact Page 7 of 7 Pages ANNEX A RECENT TRANSACTIONS IN THE ORDINARY SHARES OF NEXUS TELOCATION SYSTEMS LTD. For the Account of Date of Transaction Number of Shares Price Per Share - ------------------ ------------------- ---------------- --------------- QEG-NTS 3/10/2000 700,000 $11.701 3/09/2000 900,000 $8.639 3/09/2000 400,000 $8.125 3/08/2000 200,000 $6.589 3/07/2000 15,000 $6.500
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