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)
(AMENDMENT NO. 1)
GLOBAL CROSSING LTD.
-------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
-------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
G3291A-10 0
-------------------------------------------------------------
(CUSIP NUMBER)
DECEMBER 31, 1999
-------------------------------------------------------------
(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 96,601,831
SHARES ------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 465,344
EACH ------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 96,601,831
WITH ------------------------------------------
8 SHARED DISPOSITIVE POWER
465,344
- ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,067,175 (includes warrants and options that had vested at December
31, 1999)
- ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
- ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.4%
- ----------------------------------------------------------------------------
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 95,401,831
SHARES ------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 25,133
EACH ------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 95,401,831
WITH ------------------------------------------
8 SHARED DISPOSITIVE POWER
25,133
- ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,426,964 (includes warrants and options that had vested at December
31, 1999)
- ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
- ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.2%
- ----------------------------------------------------------------------------
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 73,623,554
SHARES ------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH ------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 73,623,554
WITH ------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,623,554 (includes warrants and options that had vested at December
31, 1999)
- ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
- ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5%
- ----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
- ----------------------------------------------------------------------------
SCHEDULE 13G
This Amendment No. 1 (the "Amendment") amends and restates the
Statement on Schedule 13G, dated February 12, 1999 (the "Schedule 13G"),
relating to shares of the common stock, $.01 par value per share (the
"Common Stock"), of Global Crossing Ltd. (the "Company"). Pursuant to Rule
13d-2 of Regulation 13D-G promulgated under the Securities Exchange Act of
1934, as amended, 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."
Unless otherwise indicated, each capitalized term used but not
otherwise defined herein shall have the meaning assigned to such term in
the Schedule 13G.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
Item 2(b) is hereby amended and supplemented as follows:
The address of principal business or office of each of the Reporting
Persons is:
Pacific Capital Group, Inc.
360 N. Crescent Drive
Beverly Hills, California 90210
ITEM 4. OWNERSHIP.
Item 4 is hereby amended and supplemented as follows:
(a) Gary Winnick beneficially owns 97,067,175 shares of Common Stock as
follows: 71,107,766 shares of Common Stock held by GKW and 2,515,788
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); 15,728,273 shares of Common Stock held
by PCG and 6,050,004 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); 440,211 shares of Common Stock held by the Gary & Karen
Winnick Foundation (Gary Winnick is the Co- Chairman and has shared
voting and shared dispositive power over such shares of Common Stock);
1,200,000 shares of Common Stock issuable upon the exercise of options
held by Gary Winnick which have vested as of December 31, 1999; and
25,133 shares of Common Stock held by Casey Pacific Holdings LLC (PCG
is the managing member of Casey Pacific Holdings LLC and has shared
voting and dispositive power over such shares of Common Stock).
PCG beneficially owns 95,426,964 shares of Common Stock as follows:
71,107,766 shares of Common Stock held by GKW and 2,515,788 shares of
Common Stock issuable upon exercise of warrants held by GKW (PCG is the
managing member of GKW); 15,728,273 shares of Common Stock held
directly by PCG and 6,050,004 shares of Common Stock issuable upon
exercise of warrants held directly by PCG; and 25,133 shares of Common
Stock held by Casey Pacific Holdings LLC.
GKW beneficially owns 73,623,554 shares of Common Stock as follows:
71,107,766 shares of Common Stock held by GKW and 2,515,788 shares of
Common Stock issuable upon exercise of warrants held by GKW.
(b) The 97,067,175 shares of Common Stock (including all warrants and
options that had vested at December 31, 1999) beneficially owned by
Gary Winnick represent 12.4% of the outstanding shares of the Common
Stock. The 95,426,964 shares of Common Stock (including all warrants
and options that had vested at December 31, 1999) beneficially owned by
PCG represent 12.2% of the outstanding shares of the Common Stock. The
73,623,554 shares of Common Stock (including all warrants and options
that had vested at December 31, 1999) beneficially owned by GKW
represent 9.5% 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 (excluding treasury shares) as
reported in the Company's Form 10-Q for the quarter ended September 30,
1999.
(c) Gary Winnick has (i) sole voting power with respect to 71,107,766
shares of Common Stock held by GKW and 2,515,788 shares of Common Stock
issuable upon exercise of warrants held by GKW; 15,728,273 shares of
Common Stock held by PCG and 6,050,004 shares of Common Stock issuable
upon exercise of warrants held by PCG; and 1,200,000 shares of Common
Stock issuable upon the exercise of options held by Gary Winnick which
have vested as of December 31, 1999; (ii) shared voting power with
respect to 440,211 shares of Common Stock held by the Gary & Karen
Winnick Foundation; and 25,133 shares of Common Stock held by Casey
Pacific Holdings LLC; (iii) sole dispositive power with respect to
71,107,766 shares of Common Stock held by GKW and 2,515,788 shares of
Common Stock issuable upon exercise of warrants held by GKW; 15,728,273
shares of Common Stock held by PCG and 6,050,004 shares of Common Stock
issuable upon exercise of warrants held by PCG; and 1,200,000 shares of
Common Stock issuable upon the exercise of options held by Gary Winnick
which have vested as of December 31, 1999; and (iv) shared dispositive
power with respect to 440,211 shares of Common Stock held by the Gary &
Karen Winnick Foundation; and 25,133 shares of Common Stock held by
Casey Pacific Holdings LLC.
PCG has (i) sole voting power with respect to 71,107,766 shares of
Common Stock held by GKW and 2,515,788 shares of Common Stock issuable
upon exercise of warrants held by GKW; and 15,728,273 shares of Common
Stock held by PCG and 6,050,004 shares of Common Stock issuable upon
exercise of warrants held by PCG; (ii) shared voting power with respect
to 25,133 shares of Common Stock held by Casey Pacific Holdings LLC;
(iii) sole dispositive power with respect to 71,107,766 shares of
Common Stock held by GKW and 2,515,788 shares of Common Stock issuable
upon exercise of warrants held by GKW; and 15,728,273 shares of Common
Stock held by PCG and 6,050,004 shares of Common Stock issuable upon
exercise of warrants held by PCG; and (iv) shared dispositive power
with respect to 25,133 shares of Common Stock held by Casey Pacific
Holdings LLC.
GKW has (i) sole voting power with respect to 71,107,766 shares of
Common Stock held by GKW and 2,515,788 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 71,107,766 shares of Common Stock held by GKW and
2,515,788 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.
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 11, 2000
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 11, 2000 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 11, 2000 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 12
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
--------------------------------------
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
