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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Gilat Satellite Networks, Ltd
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(Name of Issuer)
COMMON STOCK
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(Title of Class Securities)
M51474100
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(CUSIP Number)
March 17, 2003
------------------------------------------------------------------
(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 remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in 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).
Page 2 of 10 Pages
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CUSIP NO. M51474100
--------------------
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1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
MW Post Advisory Group, LLC 95-4818300
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) |_|
(B) |_|
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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
14,126,240
-----------------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
14,126,240
-----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,126,240
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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Page 3 of 10 Pages
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CUSIP NO. M51474100
--------------------
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1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Post Advisory Group, Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) |_|
(B) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
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5. SOLE VOTING POWER
14,126,240
-----------------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
14,126,240
-----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,126,240
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, HC
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Page 4 of 10 Pages
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CUSIP NO. M51474100
--------------------
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1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Lawrence A. Post
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) |_|
(B) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
US citizen
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5. SOLE VOTING POWER
14,126,240
-----------------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
14,126,240
-----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
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Page 5 of 10 pages
Item 1.
(a) Name of Issuer
Gilat Satellite Networks, Ltd.
(b) Address of Issuer's Principal Executive Office
c/o Gilat Satellite Networks, Ltd.
1651 Old Meadow Road
McLean, VA 22102
Item 2.
(a) Name of Person Filing
This statement is being filed by (i) MW Post Advisory Group,
LLC, a Delaware limited liability company and registered
investment adviser ("Adviser"), (ii) Post Advisory Group,
Inc., a California corporation ("Corporate Member") and (iii)
Lawrence A. Post ("Shareholder") (collectively, the "Reporting
Persons"). Corporate Member controls Adviser by virtue of its
ownership position of Adviser. Shareholder controls Adviser by
virtue of Shareholder's ownership position of Corporate
Member. Shareholder is the President of Adviser.
Adviser's beneficial ownership of the Common Stock is direct
as a result of Adviser's discretionary authority to buy, sell,
and vote shares of such Common Stock for its investment
advisory clients. Corporate Member's beneficial ownership of
Common Stock is indirect as a result of its control of
Adviser. Shareholder's beneficial ownership of Common Stock is
indirect as a result of Shareholder's stock ownership in
Corporate Member. The beneficial ownership of the Corporate
Member and Shareholder is reported solely because Rules
13d-1(a) and (b) under the Securities Exchange Act of 1934, as
amended, require any person who is "directly or indirectly"
the beneficial owner of more than five percent of any equity
security of a specified class to file a Schedule 13G within
the specified time period. The answers in blocks 5, 7, 9 and
11 above and in responses to item 4 by Corporate Member and
Shareholder are given on the basis of the "indirect"
beneficial ownership referred to in such Rule, based on the
direct beneficial ownership of Common Stock by Adviser and the
relationship of Corporate Member and Shareholder to Adviser
referred to above.
Information with respect to each Reporting Person is given
solely by the respective Reporting Person, and no Reporting
Person undertakes hereby any responsibility for the accuracy
or completeness of such information concerning any other
Reporting Person.
(b) Address of Principal Business Office or, if none, Residence
For each Reporting Person:
11766 Wilshire Boulevard, Suite 1660
Los Angeles, California 90025
(c) Citizenship
Adviser is a Delaware limited liability company
Corporate Member is a California corporation
Shareholder is an United States citizen
Page 6 of 10 pages
(d) Title of Class of Securities
Common
(e) CUSIP Number
M51474100
Item 3 If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c)
(c) |_| Insurance Company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with Section 240.13D-
1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(10)(ii)(F);
(g) |_| A parent holding company or control person in
accordance with Section 249,13d-1(b)(1)(iii)(G);
(h) |_| A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) |_| A church plan that is excluded from the definition of
an investment company under section 3(c)(114) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Common Stock:
(a) Amount Beneficially Owned: 14,126,240
----------
(b) Percent of Class: 5.4%
----
(c) Number of shares as to which the joint filers have:
(i) sole power to vote or to direct the vote: 14,126,240
(ii) shared power to vote of to direct the vote: 0
-
(iii) sole power to dispose or to direct the disposition of: 14,126,240
----------
(iv) shared power to dispose of or to direct the disposition
of: 0
-
Page 7 of 10 pages
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Adviser, a registered investment adviser, Corporate Member, and
Shareholder have the right or the power to direct the receipt of
dividends from Common Stock, and to direct the receipt of proceeds
from the sale of Common Stock to Adviser's investment advisory
clients. No single investment advisory client of Adviser owns more
than 5% of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Corporate Member and Shareholder are the equivalent of parent
holding companies for purposes of the Schedule 13G. Adviser is the
equivalent of Corporate Member's direct subsidiary and Shareholder's
indirect subsidiary, and Adviser acquired the security being
reported on by Corporate Member and Shareholder. Adviser is a
registered investment adviser. See Exhibit B.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10. Certification
(a) The following certification shall be included if the statement
is filed pursuant to 240.13d-l(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
Page 8 of 10 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.
Date: March 25, 2003
MW POST ADVISORY GROUP, LLC
By: /s/ Robert Shustak
----------------------
Robert Shustak
President
POST ADVISORY GROUP, INC.
By: /s/ Lawrence A. Post
-------------------------
Lawrence A. Post
President
LAWRENCE A. POST
/s/ Lawrence A. Post
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Page 9 of 10 pages
EXHIBIT A
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Identification and Classification of Members of the Group
---------------------------------------------------------
Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934, the members of the group making this joint filing are
identified and classified as follows:
Name Classification
---- --------------
Not applicable. Not applicable.
Page 10 of 10
EXHIBIT B
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Joint Filing Agreement Pursuant to Rule 13d-1
---------------------------------------------
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934 (the "Act") by and among the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on Schedule 13G or
Schedule 13D, as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers state that they each satisfy
the requirements for making a joint filing under Rule 13d-1.
Date: March 25, 2003
MW POST ADVISORY GROUP, LLC
By: /s/ Robert Shustak
----------------------
Robert Shustak
President
POST ADVISORY GROUP, INC.
By: /s/ Lawrence A. Post
-------------------------
Lawrence A. Post
President
LAWRENCE A. POST
/s/ Lawrence A. Post
------------------------