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)
LWG Family Partners, L.P.
767 Fifth Avenue
New York, New York 10153
Attn.: Leonard A. Lauder
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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 [ ].
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.).
<PAGE>
SCHEDULE 13D
CUSIP No.: G7702U 10 2 Page 2 of 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LWG Family Partners, L.P.
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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
State of Georgia
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7 SOLE VOTING POWER
NUMBER OF
893,175 shares of Class B Common Shares, par
SHARES value $.00457 per share (the "Class B Common
Stock"), each share convertible into one
BENEFICIALLY share of Class A Common Shares, par value
$.00457 per share, for no consideration.
OWNED BY -------------------------------------------------------
8 SHARED VOTING POWER
EACH
0
REPORTING -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
893,175 shares of Class B Common Stock
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
893,175 shares of Class B Common Stock
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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)
7.3%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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.
Item 2. Identity and Background.
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(a) This statement is being filed by LWG Family Partners, L.P., a Georgia
limited partnership ("LWG"). The managing general partner of LWG is LWG
Corporation, a Delaware corporation owned by Leonard A. Lauder and certain
members of his family. LWG, Leonard A. Lauder and such members of his family do
not constitute a "group" within the meaning of Rule 13d-5(b)(1) under the
Securities Exchange Act of 1934.
(b) The principal business address of LWG, Leonard A. Lauder and such
members of his family is 767 Fifth Avenue, New York, New York 10153.
(c) LWG and LWG Corporation are engaged in the business of holding
investments. Leonard A. Lauder has been a director of the Issuer since March
1997. Leonard A. Lauder is a principal shareholder and has served as Chief
Executive Officer of The Estee Lauder Companies ("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 business address of Estee Lauder is 767 Fifth Avenue, New
York, New York 10153.
(d) During the past five years, none of LWG, Leonard A. Lauder or such
members of his family has been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors.
(e) During the past five years, none of LWG, Leonard A. Lauder or such
members of his family has 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
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
(f) Leonard A. Lauder is a U.S. citizen.
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<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
- ------- --------------------------------------------------
On March 20, 1998, R.S. Lauder, Gaspar & Co., L.P. ("RSLAG"), a New York
limited partnership, distributed 16,366,325 shares of Class B Common Stock to
its partners, on a pro-rata basis (the "Distribution"). LWG is a partner of
RSLAG and as a result of the Distribution, received 893,175 shares of Class B
Common Stock. The Distribution by RSLAG to its partners 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,
among others, LWG as a result of the Distribution and are held by LWG for
investment purposes. None of LWG, Leonard A. Lauder or such members of his
family has 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, LWG owns beneficially 893,175 shares of Class B
Common Stock, or approximately 7.3% of the outstanding Class A Common Stock,
assuming that only LWG converted its 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.
(b) LWG has the sole power to vote or dispose of 893,175 shares of Class B
Common Stock.
(c) Not applicable.
(d) Each of the managing general partner and other partners of LWG 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
- ------ with Respect to Securities of the Issuer.
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Each of Leonard A. Lauder and RSLAG has executed a lock-up agreement, dated
October 6, 1997, which lock-up agreements provide that each of them is 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 Leonard A. Lauder or RSLAG for a period of 180
days from October 6, 1997.
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<PAGE>
Item 7. Material to be Filed as Exhibits.
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1. Form of lock-up agreement.
SIGNATURE
---------
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
LWG Family Partners, L.P.
By: LWG Family Corporation
By: /s/ Leonard A. Lauder
----------------------
Name: Leonard A. Lauder
Title: President
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<PAGE>
EXHIBIT INDEX
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Exhibit 1 -- Form of lock-up agreement.
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<PAGE>
Lock-Up Agreement Exhibit 2
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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<PAGE>
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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<PAGE>
(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:
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