SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
G3291A-10 0
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(CUSIP NUMBER)
DECEMBER 31, 1998
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(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
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Gary Winnick
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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
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,267,471
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.4%
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12 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. G3291A-10 0 SCHEDULE 13G
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Pacific Capital Group, Inc.
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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
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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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
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,877,471
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.3%
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12 TYPE OF REPORTING PERSON*
CO
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CUSIP NO. G3291A-10 0 SCHEDULE 13G
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GKW Unified Holdings, LLC
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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
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,855,766
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.3%
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12 TYPE OF REPORTING PERSON*
OO
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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
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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
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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
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Gary Winnick
Chairman and Chief Executive
Officer
EXHIBIT INDEX
Exhibit
Number Title Page
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1 Joint Filing Agreement among the 13
Reporting Persons pursuant to
Rule 13d-1(k)(1).
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
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GARY WINNICK
PACIFIC CAPITAL GROUP, INC.
/s/ Gary Winnick
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Gary Winnick
Chairman and Chief Executive
Officer
GKW UNIFIED HOLDINGS, LLC
By: Pacific Capital Group, Inc.,
Its Managing Member
By: /s/ Gary Winnick
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Gary Winnick
Chairman and Chief Executive
Officer
