-----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, OGNEaaJ1ACr0ZE7k7t9KvDMzSE7NUfdh/3IeZicAUTnzSFvdyjCHWlh9D9//CpSv JUDM+PaC8gg1fxv+s5wySQ== 0001104659-03-002434.txt : 20030214 0001104659-03-002434.hdr.sgml : 20030214 20030214125204 ACCESSION NUMBER: 0001104659-03-002434 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 GROUP MEMBERS: POMMER FAMILY LIMITED PARTNERSHIP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POMMER ROBERT J JR CENTRAL INDEX KEY: 0001133878 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 233 S WACKER DR STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126605000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL ACCESS GLOBAL HOLDINGS INC CENTRAL INDEX KEY: 0001070699 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 364408076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58781 FILM NUMBER: 03565104 BUSINESS ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126605000 MAIL ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL ACCESS INC DATE OF NAME CHANGE: 19991019 FORMER COMPANY: FORMER CONFORMED NAME: UAXS GLOBAL HOLDINGS INC DATE OF NAME CHANGE: 20010718 SC 13G/A 1 j7567_sc13ga.htm SC 13G/A

SEC 1745
(02-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13G/A

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

UNIVERSAL ACCESS GLOBAL HOLDINGS INC.

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $.01 PER SHARE

(Title of Class of Securities)

 

91336M105

(CUSIP Number)

 

DECEMBER 31, 2002

(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)

 

*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 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).

 



 

CUSIP No.  91336M105

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Robert J. Pommer, Jr., individually and as Trustee of the Robert J. Pommer, Jr. Declaration of Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[ X ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,795,533

 

6.

Shared Voting Power
1,213,952

 

7.

Sole Dispositive Power
3,795,533

 

8.

Shared Dispositive Power
1,213,952

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,009,485

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [ _ ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

CUSIP No.  91336M105

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Pommer Family Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[ X ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,000,000

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,000,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [ _ ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

3



 

Item 1.

 

(a)

Name of Issuer
Universal Access Global Holdings Inc.

 

(b)

Address of Issuer's Principal Executive Offices
233 South Wacker Drive, Suite 600
Chicago, IL 60606

 

Item 2.

 

(a)

Name of Person Filing
Robert J. Pommer, Jr., individually and as Trustee of the Robert J. Pommer, Jr. Declaration of Trust
Pommer Family Limited Partnership ("PFLP")

 

(b)

Address of Principal Business Office or, if none, Residence
233 South Wacker Drive, Suite 600
Chicago, IL 60606

 

(c)

Citizenship
PFLP is a Delaware limited partnership and Robert J. Pommer, Jr. is a citizen of the United States.

 

(d)

Title of Class of Securities
Common Stock, par value $.01 per share

 

(e)

CUSIP Number
91336M105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable

 

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

[  ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

[  ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

[  ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

4



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

(1) by Robert J. Pommer, Jr.: 5,009,485 shares of Common Stock*

(2) by PFLP: 1,000,000 shares of Common Stock

 

*Amount beneficially owned by Robert J. Pommer, Jr. includes 3,345,533 shares held as Trustee of the Robert J. Pommer, Jr. Declaration of Trust; 150,000 shares held by Robert J. Pommer, Jr., individually; 199,545 shares held by Mr. Pommer’s wife, Elizabeth Pommer, as Trustee of the Elizabeth M. Pommer Declaration of Trust, dated December 31, 1999; and options to purchase 300,000 shares of Common Stock of Issuer exercisable within 60 days of December 31, 2002 held by Robert J. Pommer, Jr., individually.  Also includes 6,807 shares held by Mr. Pommer’s father as custodian for Mr. Pommer’s minor son, who shares Mr. Pommer’s household, under the Uniform Transfers to Minors Act and 7,600 shares held by Mr. Pommer’s father as custodian for Mr. Pommer’s minor daughter, who shares Mr. Pommer’s household, under the Uniform Transfers to Minors Act, to which voting and dispositive power is exercised by Mr. Pommer’s father.  Mr. Pommer otherwise disclaims beneficial ownership of these 14,407 shares. As general partner of PFLP, Mr. Pommer has the power to vote or direct the vote and to dispose or direct the disposition of 1,000,000 shares of Common Stock held by PFLP.

 

(b)

Percent of class:

(1) by Robert J. Pommer, Jr.: 5.0%

(2) by PFLP:  1.0%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote
(1) Robert J. Pommer, Jr.: 3,795,533

(2) PFLP: 0

 

 

(ii)

Shared power to vote or to direct the vote
(1) Robert J. Pommer, Jr.: 1,213,952*

(2) PFLP:  1,000,000


* Mr. Pommer disclaims beneficial ownership as to 14,407 shares as described in Item 4(a) above.

 

 

(iii)

Sole power to dispose or to direct the disposition of
(1) Robert J. Pommer, Jr.: 3,795,533
(2) PFLP: 0

 

 

(iv)

Shared power to dispose or to direct the disposition of
(1) Robert J. Pommer, Jr.: 1,213,952*

(2) PFLP:  1,000,000


* Mr. Pommer disclaims beneficial ownership as to 14,407 shares as described in Item 4(a) above.

 

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 or Control Person

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

The Reporting Persons may be deemed to be a “group” for the purposes of Section 13(g) of the Act and the rules thereunder, although each expressly disclaims any assertion or presumption that it or any other person on whose behalf this statement is filed constitute a “group.”  The filing of this statement should not be construed to be an admission that any of the Reporting Persons is a member of a “group” consisting of one or more of such persons.  A copy of the Agreement Relating to Joint Filing of Schedule 13G is attached hereto.

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

Item 10.

Certification

Not applicable

 

 

5



 

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.

 

 

 

/s/ Robert J. Pommer, Jr

 

 

 

 

 

Robert J. Pommer, Jr., individually
and as Trustee of the Robert J.
Pommer, Jr. Declaration of Trust

 

 

 

 

 

Pommer Family Limited Partnership

 

 

 

 

 

/s/ Robert J. Pommer, Jr

 

 

NAME:  Robert J. Pommer, Jr

DATED: FEBRUARY 14, 2003

 

TITLE:  General Partner

 

 

6



 

AGREEMENT RELATING TO JOINT FILING OF SCHEDULE 13G/A

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that a single Schedule 13G (or any amendment thereof) relating to the Common Stock of Universal Access Global Holdings Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an Exhibit to such Schedule 13G (or any amendment thereof), provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

This Agreement and the filing of the Schedule 13G shall not be construed to be an admission that any of the undersigned is a member of a “group” consisting of one or more of such persons pursuant to Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules thereunder.

 

DATED: FEBRUARY 14, 2002

 

 

 

 

 

 

 

/s/ Robert J. Pommer, Jr

 

 

 

 

 

Robert J. Pommer, Jr., individually
and as Trustee of the Robert J.
Pommer, Jr. Declaration of Trust

 

 

 

 

 

Pommer Family Limited Partnership

 

 

 

 

 

/s/ Robert J. Pommer, Jr

 

 

NAME:  Robert J. Pommer, Jr

 

 

TITLE:  General Partner

 

 

7


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