SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934 1/
PACIFIC GATEWAY EXCHANGE, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
69432710
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(CUSIP Number)
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1/ 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 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. 69432710 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Howard A. Neckowitz SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER 11,422,100
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER -0-
OWNED BY EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 1,733,826
PERSON WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER 7,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,786,766
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [x]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.5%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5 Pages
Item 1(a). Name of Issuer: PACIFIC GATEWAY EXCHANGE, INC.
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Item 1(b). Address of Issuer's Principal Executive Offices: 533 Airport
Blvd., Suite 505, Burlingame, California 94010
Item 2(a). Name of Person Filing: Howard A. Neckowitz.
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Item 2(b). Address of Principal Business Office or, if None, Residence:
533 Airport Blvd., Suite 505, Burlingame, California 94010
Item 2(c). Citizenship: United States of America.
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Item 2(d). Title of Class of Securities: Common Stock
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Item 2(e). CUSIP Number: 69432710
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Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a: Not applicable,
filed pursuant to Rule 13d-1(c)
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Page 4 of 5 Pages
Item 4. Ownership: As of December 31, 1996, Howard A. Neckowitz
beneficially owned an aggregate of 11,475,040 shares of Common
Stock of the Company which represented approximately 60.6% of
the outstanding shares. The shares beneficially owned by Mr.
Neckowitz includes 52,940 shares issuable upon exercise of stock
options that are exercisable within 60 days. The shares
beneficially owned by Mr. Neckowitz include 119,640 shares held
by his wife and 7,000 shares held by the Genesis Foundation, a
charitable trust of which he is a co-trustee. The shares held
by Mr. Neckowitz's wife and the Genesis Foundation are subject
to an irrevocable proxy granting Mr. Neckowitz the right to vote
such shares. Mr. Neckowitz disclaims beneficial ownership of
such shares owned by his wife and the Genesis Foundation. In
addition, the shares beneficially owned by Mr. Neckowitz include
2,306,760 shares held by Ronald L. Jensen, 1,020,414 shares held
by Gail E. Granton, 1,163,820 shares held by Julie J. Jensen,
1,203,820 shares held by Jeffrey J. Jensen, 1,318,820 shares
held by Janet Jensen Krieger, 1,203,820 shares held by James J.
Jensen and 1,163,820 shares held by Jami J. Jensen for which Mr.
Neckowitz has been given an irrevocable proxy, expiring January
1, 1998, to vote such shares; or in the case of the shares held by
Ronald L. Jensen, a proxy to vote his shares which terminates
eighteen months after notice is given by Mr. Jensen and such
notice of termination not to be given prior to July 31, 1999.
As a proxy holder, Mr. Neckowitz may be deemed to be the beneficial
owner of such shares, but Mr. Neckowitz disclaims beneficial
ownership of all such shares.
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable.
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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: Not
Applicable.
Item 9. Notice of Dissolution of Group: Not Applicable.
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Item 10. Certification: Not Applicable.
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Page 5 of 5 Pages
SIGNATURES
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: 2/14/97 /s/ Howard A. Neckowitz
Howard A. Neckowitz
