<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)
WinStar Communications, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
975515107
(CUSIP Number)
December 31, 1998
(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)
[ x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The information required on 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 ("Act") 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).
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CUSIP No. 975515107
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
GBU Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ---------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF SHARES 2,763,405
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
- ------------------------------------------------------------------------------
6. SHARED VOTING POWER
-0-
- ------------------------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
2,763,405
- ------------------------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,763,405
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * [ ]
- ------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
- ------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON *
IA
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 10 Pages
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CUSIP No. 975515107
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
GEM Capital Management, Inc.
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ---------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF SHARES 1,000,618
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
- ------------------------------------------------------------------------------
6. SHARED VOTING POWER
-0-
- ------------------------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
1,000,618
- ------------------------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,618
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * [ ]
- ------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
- ------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON *
IA
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 10 Pages
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CUSIP No. 975515107
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gerald B. Unterman
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ---------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF SHARES 3,764,023
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
- ------------------------------------------------------------------------------
6. SHARED VOTING POWER
-0-
- ------------------------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
3,764,023
- ------------------------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,764,023
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * [ ]
- ------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
- ------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON *
IN
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 10 Pages
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Item 1(a). Name of Issuer
WinStar Communications, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices
230 Park Avenue
New York, New York 10169
Item 2(a). Name of Persons Filing
GBU Inc.
GEM Capital Management, Inc.
Gerald B. Unterman
Item 2(b). Address of Principal Business Office
70 East 55th Street - 12th Floor
New York, NY 10022
Item 2(c). Citizenship
The information contained in Item 4 on the cover pages is
incorporated hereby by reference
Item 2(d). Title of Class of Securities
Common Stock, $0.0l par value
Item 2(e). CUSIP Number
975515107
Item 3. This Statement is filed pursuant to
Rule 13d-1(c) and Rule 13d-2(b)
Item 4. Ownership as of December 31, 1998
The information contained in Items 5-11 on the cover pages is
incorporated hereby by reference.
Page 5 of 10 Pages
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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 Certain Subsidiaries
Not Applicable
Item 8. Identification and Classification of Members of a Group
See Exhibit A annexed hereto
Item 9. Notice of Dissolution of a Group
Not Applicable
Item 10. Certification
By signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and accurate.
SIGNATURE:
Date: January 28, 1999
GBU INC.
By: /s/ Gerald B. Unterman
------------------
Gerald B. Unterman
President
Page 6 of 10 Pages
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GEM CAPITAL MANAGEMENT, INC.
By: /s/ Gerald B. Unterman
------------------
Gerald B. Unterman
President
/s/ Gerald B. Unterman
------------------
Gerald B. Unterman
Page 7 of 10 Pages
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EXHIBIT A
Mr. Unterman is the President, a director and controlling shareholder of
GBU Inc. ("GBU"), an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 (the "Advisers Act"). GBU is the sole general
partner of Oak Tree Partners, L.P. ("Oak Tree") and GEM Convertible Securities
Partners, L.P. ("GEM Convertible").
As of December 31, 1998, Oak Tree owned an aggregate of (a) 1,915,400
shares of the Common Stock of WinStar Communications, Inc. (the "Company"), (b)
303,508 shares of the Company's Cumulative Convertible Preferred Stock (the
"Preferred Stock"), (c) $12,000,000 of the Company's Senior Subordinated
Discount Notes due in 2005 (the "Convertible Notes") and (d) 187,600 warrants
(the "Warrants"). As of December 31, 1998, GEM Convertible owned $2,437,000 of
the Convertible Notes.
Each share of Preferred Stock is convertible into the Common Stock of the
Company at a conversion rate of one share of Common Stock for each share of
Preferred Stock. The Convertible Notes are convertible at $20.625. Each Warrant
may be exercised for one share of the Common Stock.
Pursuant to Regulation 13d-3(d)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Regulation"), GBU is deemed to be the
beneficial owner of an additional 787,760 shares of Common Stock which Oak Tree
has the right to acquire upon conversion of the Preferred Stock and the
Convertible Notes and upon exercise of the Warrants, and GBU is deemed to be the
beneficial owner of 60,245 shares of Common Stock which GEM Convertible has the
right to acquire upon the conversion of the Convertible Notes. GBU is deemed to
be the beneficial owner of 2,763,405 shares or 6.3% of the Company's Common
Stock.
Mr. Unterman is also the President, director and sole shareholder of GEM
Capital Management, Inc. ("GEM Capital"), an investment adviser registered under
the Advisers Act. GEM Capital is an investment adviser for various managed
accounts over which it has investment discretion. Pursuant to the Regulation,
GEM Capital is deemed to be the beneficial owner of the shares of Common Stock,
Preferred Stock, Convertible Notes and Warrants owned by the accounts for which
GEM Capital acts as investment adviser. Accordingly, GEM Capital is deemed to be
the beneficial owner of (a) 115,600 shares of Common Stock, (b) 302,278 shares
of Preferred Stock, (c) $21,453,000 of the Convertible Notes, and (d) 52,400
Warrants. In addition, managed accounts of GEM Capital own $990,000 of Senior
Discount Notes due in 2005.
Page 8 of 10 Pages
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Pursuant to the Regulation, GEM Capital is deemed to be the beneficial
owner of an additional 885,018 shares of Common Stock which it has the right to
acquire upon conversion of the Preferred Stock and Convertible Notes and the
exercise of the Warrants. GEM Capital is deemed to be the beneficial owner of
1,000,618 shares or 2.2% of the Common Stock.
GBU and GEM Capital are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the Securities Exchange Act of 1934 and
they are not otherwise required to attribute to each other the beneficial
ownership of securities deemed to be beneficially owned by the other corporation
under the Securities Exchange Act.
Page 9 of 10 Pages
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EXHIBIT "B"
The undersigned hereby agree that for the purposes of complying with
Regulation 13D promulgated under the Securities Exchange Act of 1934, as
amended, relating to the reporting of beneficial ownership, from time to time,
of the Common Stock of Snyder Oil Corporation, by each of the undersigned, only
one statement on Schedule 13G (or one Amendment, as the case may be, in the
event an amendment to the Schedule 13G is required to be filed), will be filed
on behalf of each of the undersigned.
Dated: January 28, 1999
GBU INC.
By: /s/ Gerald B. Unterman
----------------------
President
GEM CAPITAL MANAGEMENT, INC.
By: /s/ Gerald B. Unterman
-----------------------
Gerald B. Unterman
President
/s/ Gerald B. Unterman
----------------------
Gerald B. Unterman
President
Page 10 of 10 Pages
