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.
(Name of Issuer)
CLASS A COMMON SHARES, PAR VALUE $.00457 PER SHARE
(Title of Class of Securities)
G7702U 10 2
(Cusip Number)
LWG Family Partners, L.P.
767 Fifth Avenue
New York, New York 10153
Attn.: Leonard A. Lauder
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 2000
(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.
*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
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 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
LWG Family Partners, L.P.
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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 SOURCE OF FUNDS (See Instructions)
Not applicable.
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5 CHECK 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
907,290
SHARES -------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
907,290
REPORTING -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,290
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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<PAGE>
SCHEDULE 13D
CUSIP No.: G7702U 10 2 Page 3 of 5
This Amendment No. 1 amends the Schedule 13D dated April 28, 1998 and filed by
LWG Family Partners, L.P. with the Securities Exchange Commission on May 5, 1998
(as amended, the "Schedule l3D"), relating to Class A Common Stock of RSL
Communications, Ltd., a Bermuda exempted company (the "Issuer"). The Issuer
maintains executive offices at 810 Seventh Avenue - 39th Floor, New York, New
York 10019. Capitalized terms used herein and not otherwise defined have the
meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
On December 29, 2000, all outstanding Class B Common Shares, par value
$.00457 per share (the "Class B Common Stock"), of the Issuer were converted
pursuant to their terms into an identical number of shares of Class A Common
Stock for no consideration.
Item 4. Purpose of Transaction.
The shares of Class A Common Stock received by LWG, among others, are held
by LWG for investment purposes. LWG has no 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.
(a) As of the date hereof, LWG owns beneficially 907,290 shares of Class A
Common Stock, or approximately 1.4% of the outstanding Class A Common Stock,
based on 65,633,941 shares of Class A Common Stock outstanding as reported by
the Issuer.
(b) LWG has the sole power to vote and dispose of 907,290 shares of Class A
Common Stock.
(c) The description of beneficial ownership in item 5(a) and 5(b) gives
effect to the conversion of all outstanding shares of Class B Common Stock for
an identical number of Shares of Class A Common Stock on December 29, 2000.
(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 907,290 shares of Class A Common Stock owned by LWG.
(e) On December 29, 2000, as a result of the conversion of outstanding
Class B Common Stock to Class A Common Stock, LWG ceased to own more than 5% of
the Class A Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No.: G7702U 10 2 Page 4 of 5
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) between LWG and any person with respect to any securities
of the Issuer.
<PAGE>
SCHEDULE 13D
CUSIP No.: G7702U 10 2 Page 5 of 5
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: January 8, 2001
LWG Family Partners, L.P.
By: LWG Family Corporation
By /s/ Leonard A. Lauder
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Name: Leonard A. Lauder
Title: President
