-----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, RMjkvH9DNLBjETYdkITf9+obtAeV4aiYpQwPQI8UV0uth6tdsZTFt9M35+4sYDKw /Wkom5Ic/ZuCokqkmGD5Eg== 0000950172-99-000156.txt : 19990217 0000950172-99-000156.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950172-99-000156 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL CROSSING LTD CENTRAL INDEX KEY: 0001061322 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 980189783 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-55643 FILM NUMBER: 99538767 BUSINESS ADDRESS: STREET 1: WESSEX HOUSE 45 REID STREET STREET 2: HAMILTON 11M12 CITY: BERMUDA BUSINESS PHONE: 4412968600 MAIL ADDRESS: STREET 1: WESSEX HOUSE 45 REID STREET STREET 2: HAMILTON 11M12 CITY: BERMUDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WINNICK GARY CENTRAL INDEX KEY: 0001079096 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PACIFIC CAPITAL GROUP INC STREET 2: 150 EL CAMINO DR STE 204 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 3102814900 MAIL ADDRESS: STREET 1: PACIFIC CAPITAL GROUP INC STREET 2: 150 EL CAMINO DR STE 204 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 13d-2(b) GLOBAL CROSSING LTD. -------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK -------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) G3291A-10 0 -------------------------------------------------------------------- (CUSIP NUMBER) DECEMBER 31, 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) |_| Rule 13d-1(c) |X| Rule 13d-1(d) CUSIP NO. G3291A-10 0 SCHEDULE 13G - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Gary Winnick - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| Group membership is acknowledged for purposes of (b) |X| making a group filing pursuant to Rule 13d-1(k)(1) only - ---------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ---------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 51,177,471 SHARES ----------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 90,000 EACH ----------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON 51,177,471 WITH ----------------------------------------------- 8 SHARED DISPOSITIVE POWER 90,000 - ---------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,267,471 - ---------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - ---------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 24.4% - ---------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - ---------------------------------------------------------------------------- CUSIP NO. G3291A-10 0 SCHEDULE 13G - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Pacific Capital Group, Inc. - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| Group membership is acknowledged for purposes of (b) |X| making a group filing pursuant to Rule 13d-1(k)(1) only - ---------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION California - ---------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 50,877,471 SHARES ----------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON 50,877,471 WITH ----------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - ---------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,877,471 - ---------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - ---------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 24.3% - ---------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - ---------------------------------------------------------------------------- CUSIP NO. G3291A-10 0 SCHEDULE 13G - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GKW Unified Holdings, LLC - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| Group membership is acknowledged for purposes of (b) |X| making a group filing pursuant to Rule 13d-1(k)(1) only - ---------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 39,855,766 SHARES ----------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY -0- EACH ----------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON 39,855,766 WITH ----------------------------------------------- 8 SHARED DISPOSITIVE POWER -0- - ---------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,855,766 - ---------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - ---------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.3% - ---------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO - ---------------------------------------------------------------------------- Pursuant to Rule 13d-1 of Regulation 13D-G promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned hereby file this Schedule 13G Statement on behalf of Gary Winnick, Pacific Capital Group, Inc., a California corporation ("PCG"), and GKW Unified Holdings, LLC, a Delaware limited liability company ("GKW"). The foregoing Gary Winnick, PCG and GKW are sometimes hereinafter referred to as the "Reporting Persons." ITEM 1(a). NAME OF ISSUER. Global Crossing Ltd. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. Wessex House 45 Reid Street Hamilton, Bermuda ITEM 2(a). NAME OF PERSON FILING. Gary Winnick Pacific Capital Group, Inc. GKW Unified Holdings, LLC ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE. The address of principal business or office of each of the Reporting Persons is: Pacific Capital Group, Inc. 150 El Camino Drive, Suite 204 Beverly Hills, California 90212 ITEM 2(c). CITIZENSHIP. Gary Winnick is a United States citizen. PCG is a California corporation. GKW is a Delaware limited liability company. ITEM 2(d). TITLE OF CLASS OF SECURITIES. Common Stock, par value $.01 per share (the "Common Stock"). ITEM 2(e). CUSIP NUMBER. G3291A-10 0. ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4. OWNERSHIP. (a) Gary Winnick beneficially owns 51,267,471 shares of Common Stock as follows: 38,597,872 shares of Common Stock held by GKW and 1,257,894 shares of Common Stock issuable upon exercise of warrants held by GKW (GKW was formed for the benefit of Gary Winnick and members of his family and is managed by PCG); 7,996,703 shares of Common Stock held by PCG and 3,025,002 shares of Common Stock issuable upon exercise of warrants held by PCG (Gary Winnick owns 100% of the issued and outstanding voting stock of PCG and is Chairman and Chief Executive Officer); 90,000 shares of Common Stock held by the Gary & Karen Winnick Foundation (Gary Winnick is Chief Financial Officer and has shared voting and shared dispositive power over such shares of Common Stock); and 300,000 shares of Common Stock issuable upon the exercise of options held by Gary Winnick which have vested as of December 31, 1998. PCG beneficially owns 50,877,471 shares of Common Stock as follows: 38,597,872 shares of Common Stock held by GKW and 1,257,894 shares of Common Stock issuable upon exercise of warrants held by GKW (PCG is the managing member of GKW); and 7,996,703 shares of Common Stock held directly by PCG and 3,025,002 shares of Common Stock issuable upon exercise of warrants held directly by PCG. GKW beneficially owns 39,855,766 shares of Common Stock as follows: 38,597,872 shares of Common Stock held by GKW and 1,257,894 shares of Common Stock issuable upon exercise of warrants held by GKW. (b) The 51,267,471 shares of Common Stock beneficially owned by Gary Winnick represent 24.4% of the outstanding shares of the Common Stock. The 50,877,471 shares of Common Stock beneficially owned by PCG represent 24.3% of the outstanding shares of the Common Stock. The 39,855,766 shares of Common Stock beneficially owned by GKW represent 19.3% of the outstanding shares of the Common Stock. Percentage ownership of the Common Stock is based on the number of outstanding shares of Common Stock as of December 31, 1998. (c) Gary Winnick has (i) sole voting power with respect to 38,597,872 shares of Common Stock held by GKW and 1,257,894 shares of Common Stock issuable upon exercise of warrants held by GKW; 7,996,703 shares of Common Stock held by PCG and 3,025,002 shares of Common Stock issuable upon exercise of warrants held by PCG; and 300,000 shares of Common Stock issuable upon the exercise of options held by Gary Winnick which have vested as of December 31, 1998; (ii) shared voting power with respect to 90,000 shares of Common Stock held by the Gary & Karen Winnick Foundation, of which Gary Winnick is Chief Financial Officer; (iii) sole dispositive power with respect to 38,597,872 shares of Common Stock held by GKW and 1,257,894 shares of Common Stock issuable upon exercise of warrants held by GKW; 7,996,703 shares of Common Stock held by PCG and 3,025,002 shares of Common Stock issuable upon exercise of warrants held by PCG; and 300,000 shares of Common Stock issuable upon the exercise of options held by Gary Winnick which have vested as of December 31, 1998; and (iv) shared dispositive power with respect to 90,000 shares of Common Stock held by the Gary & Karen Winnick Foundation. PCG has (i) sole voting power with respect to 38,597,872 shares of Common Stock held by GKW and 1,257,894 shares of Common Stock issuable upon exercise of warrants held by GKW; and 7,996,703 shares of Common Stock held by PCG and 3,025,002 shares of Common Stock issuable upon exercise of warrants held by PCG; (ii) no shared voting power with respect to any shares of Common Stock; (iii) sole dispositive power with respect to 38,597,872 shares of Common Stock held by GKW and 1,257,894 shares of Common Stock issuable upon exercise of warrants held by GKW; and 7,996,703 shares of Common Stock held by PCG and 3,025,002 shares of Common Stock issuable upon exercise of warrants held by PCG; and (iv) no shared dispositive power with respect to any shares of Common Stock. GKW has (i) sole voting power with respect to 38,597,872 shares of Common Stock held by GKW and 1,257,894 shares of Common Stock issuable upon exercise of warrants held by GKW; (ii) no shared voting power with respect to any shares of Common Stock; (iii) sole dispositive power with respect to 38,597,872 shares of Common Stock held by GKW and 1,257,894 shares of Common Stock issuable upon exercise of warrants held by GKW; and (iv) no shared dispositive power with respect to any shares of Common Stock. 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 THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Attached hereto as Exhibit 1 is a copy of a joint filing agreement among the persons filing this Schedule 13G pursuant to Rule 13d-1(d) which includes the identity of each member of the group. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATIONS. Not applicable. SIGNATURE 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. February 12, 1999 By: /s/ Gary Winnick ---------------------------- Gary Winnick SIGNATURE 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. February 12, 1999 PACIFIC CAPITAL GROUP, INC. By: /s/ Gary Winnick ---------------------------- Gary Winnick Chairman and Chief Executive Officer SIGNATURE 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. February 12, 1999 GKW UNIFIED HOLDINGS, LLC By: Pacific Capital Group, Inc., Its Managing Member By: /s/ Gary Winnick ------------------------------- Gary Winnick Chairman and Chief Executive Officer EXHIBIT INDEX Exhibit Number Title Page ------- ----- ---- 1 Joint Filing Agreement among the 13 Reporting Persons pursuant to Rule 13d-1(k)(1). EX-1 2 EXHIBIT 1 - JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated February 12, 1999 (the "Schedule 13G"), with respect to the common stock, par value $.01 per shares, of Global Crossing Ltd., is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitutes one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 12th day of February, 1999. /s/ Gary Winnick --------------------------------- GARY WINNICK PACIFIC CAPITAL GROUP, INC. /s/ Gary Winnick --------------------------------- Gary Winnick Chairman and Chief Executive Officer GKW UNIFIED HOLDINGS, LLC By: Pacific Capital Group, Inc., Its Managing Member By: /s/ Gary Winnick ------------------------------ Gary Winnick Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----