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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 23, 1998
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RSL COMMUNICATIONS, LTD.
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(Exact name of registrant as specified in its charter)
BERMUDA
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(State or other jurisdiction of incorporation)
0-23139 N/A
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(Commission File Number) (IRS Employer Identification Number)
Clarendon House, Church Street, Hamilton HM CX Bermuda
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (441) 295-2832
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ITEM 5. OTHER EVENTS
As of April 23, 1998, RSL COM U.S.A., Inc., a subsidiary of RSL Communications,
Ltd., entered into an agreement with CBS Corporation to acquire the business and
assets of Westinghouse Communications, a division of CBS Corporation, for
approximately $90 million in cash plus the assumption of certain liabilities,
subject to customary conditions to closing, including the receipt of various
regulatory and other consents. It is expected that the acquisition will be
completed in the third quarter of 1998.
ITEM 7. EXHIBITS
Exhibit Description Page
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99 RSL Communications, Ltd. Press 5
Release, dated April 28, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RSL COMMUNICATIONS, LTD.
By /s/ Nesim Bildirici
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Name: Nesim Bildirici
Title: Vice President
Mergers and Acquisitions
Dated: April 29, 1998
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EXHIBIT INDEX
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Exhibit Description Page
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99 RSL Communications, Ltd. Press 5
Release, dated April 28, 1998.
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Exhibit 99
Company Press Release
RSL COMMUNICATIONS, LTD. BUYS WESTINGHOUSE COMMUNICATIONS FOR $90 MILLION
INCLUDING DOMESTIC NETWORK, DATA SERVICES AND CUSTOMERS
HAMILTON, Bermuda -- April 28, 1998 -- RSL Communications, Ltd. (NASDAQ:RSLCF)
today announced that its U.S. subsidiary, RSL COM U.S.A., Inc. has agreed to
purchase Westinghouse Communications, a division of CBS Corp. (NYSE: CBS), for
approximately $90 million in cash.
The agreement is subject to customary conditions to closing, including the
receipt of various regulatory consents in the United States. It is expected
that the acquisition will be completed in the third quarter of 1998.
Fredric G. Reynolds, Executive Vice President and Chief Financial Officer of
CBS Corp., said: "We believe that the sale of Westinghouse Communications to
RSL COM will benefit our customers and employees. This is a major strategic
investment by a global company well positioned to continue quality service to
the customers of Westinghouse Communications, including CBS."
In addition to extending the term of the contract as a major customer, CBS has
agreed to allow RSL COM exclusive use of the Westinghouse Communications name
for several years.
In announcing the company's largest acquisition since it was founded, Itzhak
Fisher, President and Chief Executive Officer of RSL COM cited the many reasons
for the acquisition, including:
- --Westinghouse Communications' nationwide network will complement RSL COM's
primarily international network. RSL COM can now expect to reduce its cost to
originate and terminate telephone calls throughout the United States and RSL
COM's international network will carry Westinghouse Communications traffic
which was formerly passed to other carriers.
- --Westinghouse's domestic data facilities, providing both frame relay and
TCP/IP networks, provide an entrance for RSL COM into one of the most
frequently used and fastest growing sectors of the data service business. The
TCP/IP network is an ideal complement to RSL COM's international Internet
Telephony subsidiary, Delta Three Inc.
- --The small to medium-sized businesses which form 70 percent of Westinghouse
Communications' customer base contributed significantly to Westinghouse
Communications' 1997 revenues and will boost RSL COM's already rapidly growing
business customer base.
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- --Over 280 talented employees in sales, operations and network management will
continue to provide current services and will help RSL COM U.S.A. expand and
enhance its existing services.
"We recognized the need to expand our domestic facilities more than a year ago,"
said Fisher, "and Westinghouse is just the right fit. It offers synergies that
will have a positive effect on both RSL COM U.S.A.'s revenue development and
cost savings programs. Westinghouse Communications' business, their facilities
and their people mesh extraordinarily well with RSL COM U.S.A.'s operations.
Westinghouse Communications' North American direct sales force, in eleven sales
offices in the U.S. and Canada, and extensive product line will enable RSL COM
to organically grow its end user business."exit
"The acquisition of Westinghouse Communications significantly enhances RSL
COM's U.S. operations," said Ed Thomas, President and Chief Executive Officer
of RSL COM U.S.A. "It provides us with a substantial nationwide network which
complements our existing network architecture and immediately expands RSL COM
U.S.A. into a full service provider, including data."
RSL Communications, Ltd. is a global facilities-based telecommunications company
that provides international services, including long distance, calling card,
private line, value-added and Internet-based services for businesses, consumers
and other carriers worldwide. The company operates on four continents in 19
countries that account for nearly 70 percent of the world's international
traffic.
This release is available on the RSL COM website at
www.rslcom.com
Contact:
RSL COM, New York
Karen van de Vrande
Tel: 212/317-1800
Fax: 212/317-0600
or
CBS Corp., New York
Jack Bergen
Tel: 212/975-3835
Fax: 212/975-3113
or
KCSA Worldwide, New York
Jeff Corbin, Tel: 212/896-1214
Joe Mansi, Tel: 212/896-1205
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