SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Phoenix Network, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
7189 10102
(CUSIP Number)
Richard J. Emmerich
Global Capital Management, Inc.
601 Carlson Parkway
Suite 200
Minnetonka, Minnesota 55305
(612) 476-7200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 7, 1998
(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 [ ].
(continued on following pages) <PAGE>
CUSIP No. 7189 10102 Schedule 13D
1) Name of Reporting Persons/S.S. or I.R.S. Identification Nos.
of Above Persons
Global Capital Management, Inc./FEIN 41-1625323
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds
WC/OO
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7) Sole Voting Power
2,364,900 (See Item 5)
8) Shared Voting Power
0
9) Sole Dispositive Power
2,364,900 (See Item 5)
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,364,900 (See Item 5)
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
7.0% (See Item 5)
14) Type of Reporting Person
CO
Page 2 of 7 Pages<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $.001 par value
("Common Stock"), of Phoenix Network, Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are
located at 13952 Denver West Parkway, Bldg. 53, Golden, Colorado
80402.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Global Capital Management,
Inc., a Delaware corporation ("Global"). Global manages private
investment vehicles. Global is the general partner of Global Bermuda
Limited Partnership, a Bermuda limited partnership (the
"Partnership"). Global is also the investment manager of Lakeshore
International, Ltd., a Bermuda limited liability company ("Lakeshore";
the Partnership and Lakeshore are referred to collectively herein as
the "Investors"). The directors and executive officers of Global are
Richard J. Emmerich, John D. Brandenborg, and Michael J. Frey (the
"Directors"), who are principally employed, respectively, as President
and Chief Executive Officer, Vice President and Treasurer, and Vice
President and Secretary of Global. All of the Directors are U.S.
citizens.
The principal office of Global is located at 601 Carlson Parkway,
Suite 200, Minnetonka, Minnesota 55305, which is also the business
address of Messrs. Emmerich, Frey and Brandenborg.
During the last five years, neither Global nor any of the
Directors has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction subjecting it or him to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
Page 3 of 7 Pages<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock held by the Investors (the "Shares")
were acquired through margin accounts with Morgan Stanley & Co.
Incorporated. Credit extended in margin accounts is not allocable to
particular positions. The aggregate amount of funds expended by the
Investors in purchasing the Shares (including commissions) was
$2,046,105.
ITEM 4. PURPOSE OF TRANSACTION.
The Investors acquired the Shares for trading and investment
purposes.
Neither Global nor the Directors have any plans or proposals
which relate to or would result in transactions of the kind described
in paragraphs (a) through (j) of Item 4 of Schedule 13D, except that
Global may from time cause the Investors to acquire additional shares
of Common Stock for trading and investment purposes or to sell shares
of Common Stock long or short in the market or in negotiated
transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Global is the beneficial owner of an aggregate of 2,364,900
shares of Common Stock of the Issuer. The Issuer's Form 8-K
dated January 6, 1998 stated that, as of December 31, 1997,
the Issuer had 33,572,615 shares of Common Stock
outstanding. Based on that number of shares, Global would
be deemed to be the beneficial owner of 7.0% of the Issuer's
outstanding Common Stock.
(b) Global has the sole power to vote and to dispose of all of
the Shares.
(c) Schedule A describes each transaction in Common Stock
effected by the Investors during the sixty (60) days prior
to the date of this Schedule 13D. All such transactions
were executed on the American Stock Exchange.
(d) No person other than the Investors has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any of the Shares.
(e) Not applicable.
Page 4 of 7 Pages<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2
herein or between such persons and any other person with respect to
securities of the Issuer (other than contracts, arrangements,
understandings and relationships generally applicable to portfolio
securities of the Investors, such as margin account agreements, the
partnership agreement of the Partnership, and the investment
management agreement between Global and Lakeshore).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No exhibits are required to be filed as part of this Schedule
13D.
Page 5 of 7 Pages<PAGE>
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.
Date: January 16, 1998 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
-----------------------
Name: John D. Brandenborg
Title: Vice-President
Page 6 of 7 Pages<PAGE>
SCHEDULE A
----------
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
- ---------------- ----------------- ----------- -------- -----
<S> <C> <C> <C> <C>
12/30/97 Lakeshore International, Ltd. Buy 59,500 $.438
12/31/97 Lakeshore International, Ltd. Buy 141,500 $.428
01/06/98 Lakeshore International, Ltd. Buy 100,000 $.50
01/07/98 Global Bermuda Limited Partnership Buy 200,000 $.55
01/07/98 Lakeshore International, Ltd. Buy 300,000 $.55
01/08/98 Lakeshore International, Ltd. Buy 89,000 $.50
01/09/98 Lakeshore International, Ltd. Buy 56,100 $.50
01/12/98 Lakeshore International, Ltd. Buy 55,200 $.50
01/13/98 Lakeshore International, Ltd. Buy 102,000 $.561
01/14/98 Lakeshore International, Ltd. Buy 200,000 $.625
</TABLE>
Page 7 of 7 Pages<PAGE>
