UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)1
RSL COMMUNICATIONS, LTD.
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(Name of Issuer)
CLASS A COMMON SHARES, PAR VALUE $.00457 PER SHARE
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(Title of Class of Securities)
G7702U 10 2
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(Cusip Number)
Leonard A. Lauder
c/o The Estee Lauder Companies Inc.
767 Fifth Avenue
New York, New York 10153
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 1998
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(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 [X].
Note: Six copies of this statement, including all exhibits, should be filed with
the commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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1 The remainder of this cover page shall be filled out for a reporting
persons's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
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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SCHEDULE 13D
Cusip No. G7702U 10 2 Page 2 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leonard A. Lauder
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3.)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,544,943 (See Item 5.)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,854,888 (See Item 5.)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,544,943 (See Item 5.)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,854,888 (See Item 5.)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,399,831 (See Item 5.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
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This statement relates to Class A Common Shares, par value $.00457 per
share (the "Class A Common Stock"), of RSL Communications, Ltd. (the "Issuer"),
a Bermuda company. Each share of the Issuer's Class B Common Shares, par value
$.00457 per share (the "Class B Common Stock") is convertible into one share of
Class A Common Stock for no consideration. The principal executive offices of
the Issuer are located at Clarendon House, Church Street, Hamilton, HM CX
Bermuda. The Issuer also maintains executive offices at 767 Fifth Avenue, Suite
4300, New York, New York 10153.
Leonard A. Lauder currently has a Schedule 13G on file with the Securities
and Exchange Commission because he was deemed to have acquired beneficial
ownership of shares of the Issuer's Class B Common Stock2 prior to the time the
Issuer became a reporting company under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Mr. Lauder is now filing a Schedule 13D to give
effect to a distribution by R.S. Lauder, Gaspar & Co., L.P. ("RSLAG"), a
Delaware limited partnership, and Lauder Gaspar Ventures LLC ("LGV"), a New York
limited liability company, as of March 20, 1998, to its partners and members,
respectively, of the Issuer's Class B Common Stock, formerly held of record by
each of RSLAG and LGV (the "Distribution").
Item 2. Identity and Background.
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(a) This statement is being filed by Leonard A. Lauder (the "Reporting
Person").
(b) The principal business address of the Reporting Person is c/o The Estee
Lauder Companies Inc., 767 Fifth Avenue, New York, New York 10153.
(c) The Reporting Person has been a director of the Issuer since March
1997. The Reporting Person is a principal shareholder and has served as Chief
Executive Officer of The Estee Lauder Companies Inc. ("Estee Lauder") since 1982
and as President of Estee Lauder from 1972 until 1995. He became Chairman of the
Board of Directors of Estee Lauder in 1995. He has been a director of Estee
Lauder since 1958. The executive offices for Estee Lauder are located at 767
Fifth Avenue, New York, New York 10153.
(d) During the past five years, the Reporting Person has not been convicted
in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e) During the past five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding he or she was or is subject to a
judgment, decree or final order enjoining future
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2 Certain of the Issuer's shares acquired at such time by the Reporting
Person were preferred shares, which preferred shares were automatically
converted into an equal number of shares of the Issuer's Class B Common Stock
upon the closing of the Issuer's initial public offering, which closed October
6, 1997.
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violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
(f) The Reporting Person is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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On March 20, 1998, RSLAG, of which the Reporting Person is a limited
partner, distributed 16,366,325 shares of the Issuer's Class B Common Stock to
its partners, and LGV, of which the Reporting Person is a member, distributed
1,149,669 shares of the Issuer's Class B Common Stock to its members, thus
lowering the Reporting Person's deemed beneficial ownership. The Distribution by
RSLAG and LGV to its partners and members involved no cash or other
consideration.
Item 4. Purpose of Transaction.
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The shares of Class B Common Stock were distributed on a pro-rata basis to
Leonard A. Lauder and to certain entities over which the Reporting Person has
control or the stock holdings of which he may be deemed to have beneficial
ownership as a result of the Distribution and are held by the Reporting Person
and such entities for investment purposes. Neither the Reporting Person or such
entities have any present plans or intentions which relate to or would result in
any of the transactions described in subsections (a) through (j) inclusive, of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of April 20, 1998, the Reporting Person beneficially owned 6,399,831
shares of the Issuer's Class B Common Stock (which consists of (i) 1,029,381
shares of Class B Common Stock held directly by the Reporting Person prior to
the Distribution and 1,167,177 shares of the Class B Common Stock held directly
by the Reporting Person as a result of the Distribution, (ii) 909,090 shares of
Class B Common Stock owned by LGV, (iii) 261,407 shares of Class B Common Stock
owned by RSLAG, (iv) 893,175 shares of Class B Common Stock owned by LWG Family
Partners, L.P., a partnership whose managing partner is a corporation which is
one-third owned by the Reporting Person, (v) 1,786,350 shares of Class B Common
Stock held by EL/RSLG Media, Inc., of which The 1995 Estee Lauder LAL Trust owns
50% (and of which Trust, the Reporting Person is a trustee and the beneficiary),
(vi) 4,866 shares of Class B Common Stock owned by the Reporting Person's spouse
and (vii) 348,385 shares of Class B Common Stock owned by LAL Family Partners,
L.P., of which the Reporting Person is a general partner). This represents 36.1%
of the outstanding Class A Common Stock, assuming that only Mr. Lauder and the
entities referred to above converted their shares of Class B Common Stock into
shares of Class A Common Stock, based on 11,364,196 shares of Class A Common
Stock outstanding as reported by the Issuer.
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Each share of Class B Common Stock is convertible into one share of Class A
Common Stock. The Reporting Person disclaims beneficial ownership of some of the
shares owned by RSLAG, LGV, EL/RSLG Media, Inc. and LWG Family Partners, L.P.
and all of the shares owned by his spouse.
(b) The Reporting Person has the sole power to vote or dispose of 2,544,943
shares of Class B Common Stock, which includes the Reporting Person's power to
vote or dispose of the shares of Class B Common Stock held by LAL Family
Partners, L.P.
(c) Not applicable.
(d) The following persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds of sale of, the 1,786,350 shares
of Class B Common Stock owned by EL/RSLG Media, Inc.: (i) each of Ronald S.
Lauder, Richard D. Parsons and Ira T. Wender, as co-trustees of, and Ronald S.
Lauder as beneficiary of, The 1995 Estee Lauder RSL Trust and (ii) each of
Leonard A. Lauder, Joel S. Ehrenkranz and Ira T. Wender, as co-trustees of, and
Leonard A. Lauder, as beneficiary of, The 1995 Estee Lauder LAL Trust.
Each of the managing general partner and other partners of LWG Family
Partners, L.P. have the right to receive or the power to direct the receipt of
dividends from, or the proceeds of sale of, the 893,175 shares of Class B Common
Stock owned by LWG Family Partners, L.P.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
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Each of Mr. Lauder, RSLAG and LGV executed a lock-up agreement, dated
October 6, 1997, which lock-up agreements provide that each of Mr. Lauder, RSLAG
and LGV are generally prohibited from selling, transferring, assigning,
distributing, offering or agreeing to sell, granting any option, granting or
warranting for the sale of, or otherwise disposing directly or indirectly, any
of the shares of the Issuer's Class B Common Stock owned by each of them for a
period of 180 days from October 6, 1997.
Item 7. Material to be Filed as Exhibits.
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1. Form of lock-up agreement.
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SIGNATURE
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After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
instrument is true, complete and correct.
Dated: April 23, 1998
By /s/ Leonard A. Lauder
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Leonard A. Lauder
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EXHIBIT INDEX
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Exhibit 1 -- Form of lock-up agreement.
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<PAGE>
Lock-Up Agreement Exhibit 1
October 6, 1997
Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Morgan Stanley & Co. Incorporated,
SBC Warburg Dillon Read Inc.,
as Representatives of the
several Underwriters named
in the Underwriting Agreement (U.S. Version)
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Goldman Sachs International,
Merrill Lynch International,
Morgan Stanley & Co. International Limited,
Swiss Bank Corporation, acting through
its Division, SBC Warburg Dillon Read,
as Representatives of the
several Underwriters named
in the Underwriting Agreement (International Version)
c/o Goldman Sachs International,
Peterborough Court,
133 Fleet Street,
London EC4A 2BB England.
Re: Proposed Initial Public Offering of Class A
Common Shares of RSL Communications, Ltd.
Ladies and Gentlemen:
This agreement (this "Agreement") relates to the proposed initial public
offering of the Class A Common Shares, par value $0.00457 per share (the "Common
Stock"), of RSL Communications, Ltd., a corporation incorporated under the laws
of Bermuda (the "Company"), for which a Registration Statement on Form S-1 has
been filed with the Securities and Exchange Commission.
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In connection with such offering, the Company will enter into an
Underwriting Agreement (U.S. Version) (the "U.S. Underwriting Agreement"), with
the several Underwriters to be listed on Schedule I thereto (the "U.S.
Underwriters") for whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co. Incorporated and SBC Warburg Dillon
Read Inc. are acting as representatives, and an Underwriting Agreement
(International Version) (the "International Underwriting Agreement" and,
together with the U.S. Underwriting Agreement, the "Underwriting Agreements"),
with the several Underwriters to be listed on Schedule I to the International
Underwriting Agreement (the "International Underwriters" and, together with the
U.S. Underwriters, the "Underwriters") for whom Goldman Sachs International,
Merrill Lynch International, Morgan Stanley & Co. International Limited and
Swiss Bank Corporation, acting through its Division, SBC Warburg Dillon Read are
acting as representatives. To facilitate the marketing of the Common Stock to be
sold in the public offering and in consideration of the Underwriters entering
into the Underwriting Agreements, the undersigned hereby irrevocably confirms,
covenants and agrees for the benefit of the Company and the Underwriters as
follows:
(i) The undersigned will not (and will not permit any other person who
holds of record any of the undersigned's shares of Common Stock to),
directly or indirectly, offer, sell, contract to sell, grant any option for
the sale of or otherwise dispose of any shares of Common Stock or any
securities of the Company (other than pursuant to stock option plans
contemplated by or existing on the date of, or upon the conversion or
exchange of convertible or exchangeable securities outstanding as of the
date of, the Prospectus; provided, however, that any security received upon
the exercise, exchange or conversion of any other security will become
subject to the restrictions on disposition contained in this paragraph)
substantially similar to the Common Stock, including but not limited to any
securities convertible into, exchangeable for, exercisable for, or
representing the right to receive, Common Stock or securities that are
substantially similar to Common Stock, during the period beginning from the
date of this agreement and continuing to and including the date 180 days
after the date of the Prospectus, without the prior written consent of
Goldman, Sachs & Co.
(ii) The undersigned acknowledges (a) the sufficiency of the
consideration for this Agreement and (b) that the decision, if any, of the
Underwriters to enter into the Underwriting Agreements will be made in part
in reliance upon the undersigned entering into, and abiding by the terms
of, this Agreement.
(iii) The undersigned acknowledges and agrees that the covenants and
agreements set forth herein are in addition to and not in lieu of the
provisions of any agreements or instruments defining the rights of the
undersigned.
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(iv) All consents, approvals, authorizations and orders necessary for
the execution and delivery by the undersigned of this Agreement have been
obtained; the undersigned has full right, power and authority to enter into
this Agreement; and this Agreement has been duly executed and delivered by
the undersigned and constitutes a valid and legally binding obligation of
the undersigned enforceable in accordance with its terms; and
(v) The compliance by the undersigned with all of the provisions of
this Agreement will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any
statute, indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the undersigned is a party or by which the
undersigned is bound or to which any of the property or assets of the
undersigned is subject, nor will such action result in any violation of the
provisions of the Certificate of Incorporation or By-laws of the
undersigned, if the undersigned is a corporation, the partnership agreement
of the undersigned, if the undersigned is a partnership, or any other
organizational documents of the undersigned, or any statute, rule or
regulation or, to the knowledge of the undersigned, any order or decree of
any court or governmental agency or body having jurisdiction over the
undersigned or the property of the undersigned.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.
Very truly yours,
Name:
Title:
