UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Win-Gate Equity Group, Inc.
---------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
972639 10 8
-----------
(CUSIP Number)
Gayle Coleman, Esq.
Proskauer Rose LLP
2255 Glades Road, Suite 340W
Boca Raton, Florida 33431
(561) 241-7400
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 27, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|
<PAGE>
SCHEDULE 13D
CUSIP No. 972639 10 8 Page 2 of 7 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A
GNB Bank Panama S.A.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x] (1)
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
SC(2)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Panama
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF (3)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY (4)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
(3)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(6)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
BK
<PAGE>
Page 3 of 7 Pages
(1) In connection with the February Letter Agreement described in Item 6 below,
as amended (the "Amended February Letter Agreement"), Morgan has agreed to vote
his shares in accordance with the Amended February Letter Agreement. If Morgan
fails to vote in accordance thereof, Morgan appoints the Reporting Person as his
proxy to vote Morgan's stock on all matters as described in the Amended February
Letter Agreement. Morgan has also pledged his 4,000,000 shares of Issuer Common
Stock to the Reporting Person, subject to a subordinated pledge to Colpafinsa,
S.A. However, other than with respect to the agreements and covenants described
in the Amended February Letter Agreement, the Reporting Person does not affirm
the existence of any group.
(2) In connection with the Loan Agreement described in Item 3 below, the
Reporting Person may convert the Loan and Note into Qualifying Shares, as
defined in Item 3 below, of the Issuer.
(3) As described in Item 3 below, assuming conversion of the remaining principal
portion of the Note and the Loan, each as amended, the Reporting Person will
have voting power of not less than 2.68% of the outstanding stock of the Issuer,
on a fully diluted basis, as of the date of any such conversion.
(4) As described in Item 1 below, assuming conversion of the Note and the Loan,
the Reporting Person will have voting power of not less than 2.68% of the
outstanding stock of Issuer, on a fully diluted basis, as of the date of such
conversion and shall continue to have voting rights. As described in Item 6 as
to the Amended February Letter Agreement, Morgan agreed to vote his shares in
accordance with the provisions of the Amended February Letter Agreement and if
not so voted, to grant an irrevocable proxy to the Reporting Person. Because the
date upon which the Loan and Note may be converted into Qualifying Shares of the
Issuer, if ever, is not known, the number of shares for which the Reporting
Person has shared voting power cannot be ascertained.
(5) Since the date upon which the Loan and Note may be converted into stock of
the Issuer, if ever, is not known, the number of shares for which the Reporting
Person has shared voting power cannot be ascertained.
(6) As described in Item 5(a) below, assuming conversion of the Note and Loan,
the Reporting Issuer will not own less than 2.68% of the outstanding stock of
the Issuer as of the effective date of the conversion.
<PAGE>
Page 4 of 7 Pages
Item 2. Identity and Background
(a)-(c) This Schedule 13D is filed by GNB Bank S.A. (the "Reporting Person"), a
bank organized under the laws of the Republic of Panama, having its principal
offices at Calle 50 y Aquillino de la Guardia, Torre Banco Continental, Piso 30,
Panama City, Republic of Panama.
Item 3. Source and Amount of Funds or Other Consideration
In connection with a Loan Agreement (the "Loan Agreement") dated February 29,
2000 by and among the Issuer, Globaltron Communications Corporation, a Delaware
corporation and a subsidiary of the Issuer (the "Guarantor"), and the Reporting
Person, the Reporting Person made a loan to the Issuer in the principal amount
of $5.0 million USD plus interest at the base rate announced by Citibank N.A
plus 1% (the "Loan") and evidenced by a unsecured convertible promissory note
(the "Note") due May 29, 2001 (the "Maturity Date").
Interest on the Note and Loan is payable upon the earlier of (y) conversion of
the Note and Loan or (z) the Maturity Date.
On September 27, 2000, the terms of the Note and Loan were modified to provide
the following:
(i) The Reporting Person agreed to waive any defaults and permit the
Issuer to enter into a loan agreement and note between the Issuer, Colpafinsa,
S.A. ("CSA") and Gary D. Morgan ("Morgan") and Globaltron Communications
Corporation ("Globaltron" and together with Morgan, the "Guarantors") dated
September 27, 2000 in the principal amount of $5.0 million plus interest at the
base rate announced by Citibank N.A. plus 1%; provided that any and all
obligations of Morgan, the Issuer, and/or Globaltron to the Reporting Person are
senior to those of Morgan, the Issuer and/or GCC to CSA;
(ii) Morgan pledged his outstanding Issuer shares to the Reporting
Person as senior pledgee, subject to a subordinated pledge to CSA;
(iii) Of the first $2.0 million received by the Issuer, as assignee of
Morgan from the proceeds of the CSA loan, the Issuer shall repay $1.0 million of
its principal obligations pursuant to the Loan and Note;
(iv) The maturity date was extended to July 31, 2001;
(v) The remaining principal portion of the Loan and the Note (which,
for purposes of the modification, is now $4.0 million) is convertible if
(A) prior to the Maturity Date, the Issuer consummates a
private placement of its common stock, par value $.001 (the "Common Stock") or
any other class of its equity securities with a preference (as to liquidation,
dividend or otherwise) to the Common Stock (collectively, the "Qualifying
Shares") of not less than $15.0 million to persons unrelated to the Reporting
Person ( the "Qualifying Private Placement") for cash consideration paid of
<PAGE>
Page 5 of 7 Pages
(I) $10 or more per share, then the principal portion
of the Note shall automatically convert into Qualifying Shares representing
2.68% of the total issued and outstanding stock of the Issuer immediately after
the consummation of the Qualifying Private Placement, on a fully diluted basis,
and which Qualifying Shares are subject to certain additional rights, or
(II) less than $10 per share, the Note shall
automatically convert into the number of Qualifying Shares equal to the
principal amount of the Note, divided by the offering price of the Qualifying
Shares pursuant to the terms of the Qualifying Private Placement; provided that
the Qualifying Shares to be received by the Reporting Person shall represent not
less than 2.68%, on a fully diluted basis, of the total issued and outstanding
stock of the Issuer immediately after the consummation of the Qualifying Private
Placement, and which Qualifying Shares are subject to certain additional rights;
and
(B) at any time prior to the Maturity Date, at the Reporting
Person's request, the Reporting Person may convert the Note into Common Stock
or, at its selection, any other then outstanding stock of the Issuer more senior
to the Common Stock, upon 10 days' prior written notice, at which time the Note
will convert into that number of shares of the Issuer equal to 2.68%, on a fully
diluted basis, of the total issued and outstanding stock of the issuer as of the
conversion date.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person may be deemed to have the right to beneficially own not
less than 22.1% of the outstanding stock of the Issuer.
(b) Prior to conversion of the Note and Loan by the Reporting Person, the
Reporting Person has sole power to direct the vote, with respect to the issues
described in Item 6 below, as to the 4,000,000 shares held by Gary Morgan.
Subsequent to the conversion of the Note and Loan by the Reporting Person, the
Reporting Person will have sole power to direct the vote not less than 2.68% of
the then outstanding common stock of the Company and shall continue to have the
sole power to direct the vote with respect to the issues described in Item 6
below as to the 4,000,000 shares held by Mr. Morgan.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Page 6 of 7 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
In connection with the loan agreement between and among the Issuer, CSA and the
Guarantors, Mr. Morgan personally agreed to pay a finder's fee in Issuer Common
Stock owned by Mr. Morgan at nominal cost to Tremaine Trading Company, Ltd. as a
result of Tremaine's introducing CSA to the Issuer, resulting in CSA providing
the Issuer with not less than $3.0 million in loans or equity capital.
Item 7. Material to Be Filed as Exhibits
(a) Amendment dated September 27, 2000 to the Loan Agreement dated February
29, 2000 among the Issuer, the Guarantor and the Reporting Person.
(b) Letter Agreement dated September 27, 2000 from Morgan to the Reporting
Person.
(c) Letter Agreement dated September 27, 2000 from Win-Gate to GNB Bank
Panama, S.A. re Transfer and Voting Matters
<PAGE>
Page 7 of 7 Pages
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.
GNB BANK PANAMA S.A.
September 27, 2000 By: /s/ Camilo Verastegui
---------------------
Camilo Verastegui, General Manager
