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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
RSL COMMUNICATIONS, LTD.
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON SHARES, $.00457 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
G7702U 10 2
- --------------------------------------------------------------------------------
(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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>
CUSIP No. G7702U 10 2 13G Page 2 of 4
----------- --- ---
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nir Tarlovsky
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 854,882 (See item 4(a) and (c))
-------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
-------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 854,882 (See item 4(a) and (c))
-------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
854,882 (See item 4(a))
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6% (See item 4(b))
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
13G Page 3 of 4
Item 1.(a) The name of the Issuer is RSL Communications, Ltd. (the
- ----------- "Issuer").
Item 1.(b) The address of the Issuer's principal executive office is
- ---------- 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. This Schedule 13G is being filed with respect to the Issuer's
- ------- Class A Common Shares, $.00457 par value per share (the "Class A
Common Stock") beneficially owned by Nir Tarlovsky (the
"Reporting Person"), a United States citizen, whose business
address is 767 Fifth Avenue, Suite 4300, New York, New York
10153, as of December 31, 1997.
The issuer's CUSIP number is G7702U 10 2.
Item 3. Not applicable. This statement is filed pursuant to Rule
- ------- 13d-1(c).
Item 4. Ownership
- -------
(a) Amount beneficially owned: 854,882
(includes 509,580 shares of Class A Common Stock owned directly
by the Reporting Person and 345,302 shares of the Issuer's Class
B Common Shares, $.00457 par value per share (the "Class B Common
Stock") owned by Tarlovsky Investment Partners, L.P., a Delaware
limited partnership (the "Partnership") of which the Reporting
Person is the sole general partner and the Tarlovsky 1997 Family
Trust is the sole limited partner.
Each share of Class B Common Stock is convertible into one share
of Class A Common Stock.
The reporting person disclaims beneficial ownership of the shares
of Class B Common Stock owned by the Partnership and accordingly
the Reporting Person declares that the filing of this statement
shall not be construed as an admission that the Reporting Person
is, for the purposes of Section 13(d) or 13(g) of the Securities
and Exchange Act of 1934, as amended (the "Act"), the beneficial
owner of such shares.
(b) Percent of Class:
As of December 31, 1997, the Issuer had outstanding 10,872,569
shares of its Class A Common Stock including the 345,302 shares
of Class B Common Stock owned by the Partnership and such shares
represented 7.6% of the outstanding shares of Class A Common
Stock assuming that only the shares of Class B Common Stock owned
by the Partnership were converted into shares of Class A Common
Stock.
<PAGE>
13G Page 4 of 4
(c) Number of shares as to which each reporting person has:
(i) sole power to vote or to direct the vote:
854,882
(ii) shared power to vote or to direct the vote:
none
(iii) sole power to dispose or direct the disposition of:
854,882
(iv) shared power to dispose or direct the disposition of:
none
Item 5. Ownership of Five Percent or Less of a Class
- -------
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
- -------
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
- ------- Acquired The Security Being Reported on By The Parent Holding
Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
- -------
Not applicable.
Item 9. Notice of Dissolution of Group
- -------
Not applicable.
Item 10. Certification
- --------
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief we
certify that the information set forth in this statement is true, complete and
correct.
Date: February 12, 1998
By: \s\ Nir Tarlovsky
-------------------------
Name: Nir Tarlovsky
