UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)*
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
(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(e), 13d-1(f) OR 13d-1(g), check the following box
|_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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
<TABLE>
<CAPTION>
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<S> <C>
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.
------------------- ----------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
3,013,868 (See Item 5.)
SHARES ----------- ---------------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,726,735 (See Item 5.)
OWNED BY ----------- ---------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
3,013,868 (See Item 5.)
REPORTING ----------- ---------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
2,726,735 (See Item 5.)
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,740,603 (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)
8.7%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
<PAGE>
SCHEDULE 13D
Cusip No. G7702U 10 2 Page 3 of 5
This Amendment No. 2 amends the Schedule 13D filed by the Reporting Person with
the Securities and Exchange Commission (the "Commission") on May 5, 1998, as
amended by and supplemented by Amendment No. 1 dated December 30, 1998 and filed
with the commission on January 8, 1999 (as amended, the "Schedule 13D").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms 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 the Reporting Person, among
others, are held by the Reporting Person for investment purposes. The Reporting
Person does not 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.
(a) As of the date hereof, the Reporting Person beneficially owned: (i)
2,662,957 shares of Class A Common Stock held directly by the Reporting Person,
(ii) 907,290 shares of Class A 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, (iii) 1,814,579 shares of Class A 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), (iv) 4,866
shares of Class A Common Stock owned by the Reporting Person's spouse, (v)
348,385 shares of Class A Common Stock owned by LAL Family Partners, L.P., of
which the Reporting Person is a general partner) and (vi) 2,526 shares of the
Issuer's Class A Common Stock issuable upon the exercise of options. This
represents approximately 8.7% of the outstanding Class A Common Stock, assuming
that the Reporting Person exercised his option to purchase shares of Class A
Common Stock, based on 65,633,941 shares of Class A Common Stock outstanding as
reported by the Issuer.
Mr. Lauder disclaims beneficial ownership of some of the shares owned by
EL/RSLG Media, Inc., LWG Family Partners, L.P. and LAL Family Partners, L.P. and
all of the shares owned by his spouse.
(b) Mr. Lauder has the sole power to vote and dispose of an aggregate of
3,013,868 shares of Class A Common Stock, which includes his power to vote and
dispose of the shares of Class A Common Stock held by LAL Family Partners, L.P..
Mr. Lauder has shared power to direct the vote and the disposition of 907,290
shares of Class A Common Stock held by LWG Family Partners, L.P. and of
1,814,579 shares of Class A Common Stock held by EL/RSLG Media, Inc.
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SCHEDULE 13D
Cusip No. G7702U 10 2 Page 4 of 5
(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) 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 1,814,579 shares
of Class A 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 907,290 shares of Class A Common
Stock owned by LWG Family Partners, L.P.
Each of the managing general partner and other partners of LAL 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, 348,385 shares of Class A Common
Stock owned by LAL Family Partners, L.P.
(e) Not applicable.
<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
By /s/ Leonard A. Lauder
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Leonard A. Lauder
