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)
Andrew Gaspar
c/o R.S. Lauder, Gaspar & Co., L.P.
767 Fifth Avenue
New York, New York 10153
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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 [X].
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 12
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew Gaspar
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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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. citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES 48,879 (See Item 5.)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,427,259 (See Item 5.)
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 48,879 (See Item 5.)
--------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,427,259 (See Item 5.)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,476,138 (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)
23.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. G7702U 10 2 Page 3 of 12
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bukfenc, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00 (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 New York
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7 SOLE VOTING POWER
NUMBER OF
2,253,033 shares of Class B Common Shares, par
SHARES value $.00457 per share the "Class B Common
Stock"), (each share convertible into one share
BENEFICIALLY 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
2,253,033 share of Class B Common Stock
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,253,033 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)
16.9%
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14 TYPE OF REPORTING PERSON*
CO
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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.
Andrew Gaspar, currently has a Schedule 13G on file with the Securities and
Exchange Commission because he was deemed to have acquired beneficial ownership
of shares of the Issuer's Class B Common Stock2 prior to the time the Issuer
became a reporting company under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Mr. Gaspar is now filing a Schedule 13D to give effect to
a pro-rata distribution by R.S. Lauder, Gaspar & Co., L.P. ("RSLAG"), a Delaware
limited partnership, and Lauder Gaspar Ventures LLC ("LGV"), a New York limited
liability company, as of March 20, 1998, to their partners and members,
respectively, of the Issuer's Class B Common Stock, formerly held of record by
each of RSLAG and LGV (the "Distribution").
Item 2. Identity and Background.
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(a) This statement is being filed by Andrew Gaspar and Bukfenc, Inc., a New
York corporation, wholly owned by Mr. Gaspar and members of his family (the
"Reporting Persons"). The Reporting Persons do not constitute a "group" within
the meaning of Rule 13d-5(b)(1) under the Exchange Act. The Reporting Persons
are making this single, joint filing.
(b) The principal business address of Mr. Gaspar is 767 Fifth Avenue, New
York, New York 10153. The principal business address of Bukfenc, Inc., and such
members of the Gaspar family is 122 Salem Road, East Hills, New York 11577.
(c) Mr. Gaspar has served as a director and Vice Chairman of the Board of
Directors of the Issuer since its inception in 1994. Mr. Gaspar has been the
managing member of LGV since its inception in September 1996 and has been
President of Bukfenc, Inc., the corporate general partner of RSLAG, since 1991.
Bukfenc, Inc. is a corporation engaged in the business of managing investments.
Both RSLAG and LGV are venture capital companies and each of their executive
offices are located at 767 Fifth Avenue, New York, New York 10153.
- --------
2 Certain of the Issuer's shares acquired at such time by the Reporting
Person were preferred shares, which preferred shares were automatically
converted into an equal number of shares of the Issuer's Class B Common Stock
upon the closing of the Issuer's initial public offering, which closed October
6, 1997.
4
<PAGE>
(d) During the past five years, the Reporting Persons have not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the past five years, the Reporting Persons have not 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) Mr. Gaspar is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
- ------- --------------------------------------------------
On March 20, 1998, RSLAG distributed 16,366,325 shares of the Issuer's
Class B Common Stock to its partners, and LGV distributed 1,149,669 shares of
the Issuer's Class B Common Stock to its members, thus lowering Mr. Gaspar's
deemed beneficial ownership in the Issuer and contributing to Bukfenc, Inc., a
partner of RSLAG, a direct beneficial ownership interest in the Issuer. The
Distribution by RSLAG and LGV to its partners and members 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
the Reporting Persons and are held by the Reporting Persons for investment
purposes. The Reporting Persons do 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.
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(a) As of the date hereof, and as a result of the Distribution, Andrew
Gaspar beneficially owned 3,476,138 shares of the Issuer's Class B Common Stock
(which consists of (i) 48,879 shares of Class B Common Stock held directly by
him, (ii) 909,090 shares of Class B Common Stock owned by LGV, (iii) 261,407
shares of Class B Common Stock owned by RSLAG, (iv) 2,253,033 shares of Class B
Common Stock held by Bukfenc, Inc., and (v) 3,729 shares of Class B Common Stock
held by Bukfenc LLC, a limited liability company owned by Mr. Gaspar and certain
members of his family). This represents 23.9% of the outstanding Class A Common
Stock, assuming that only Mr. Gaspar and the entities referred to above
converted their shares of Class B Common Stock into shares of Class A Common
Stock, based on 11,040,347 shares of Class A Common Stock outstanding as
reported by the Issuer.
5
<PAGE>
Each Share of Class B Common Stock is convertible into one share of Class A
Common Stock. Mr. Gaspar disclaims beneficial ownership of some of the shares
owned by RSLAG, LGV, Bukfenc Inc. and Bukfenc LLC.
(b) Andrew Gaspar has the sole power to vote or dispose of 48,879 shares of
Class B Common Stock. Bukfenc, Inc. has the sole power to vote or dispose of
2,253,033 shares of Class B Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
- ------ with Respect to Securities of the Issuer.
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Each of Mr. Gaspar, RSLAG and LGV executed a lock-up agreement, dated
October 6, 1997, which lock-up agreements provide that each of Mr. Gaspar, RSLAG
and LGV are 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 each of them for a
period of 180 days from October 6, 1997.
Item 7. Material to be Filed as Exhibits.
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1. Joint Filing Agreement between the Reporting Persons, dated March 30,
1998, pursuant to Rule 13d-1(f)(1) promulgated under the Exchange Act.
2. Form of lock-up agreement.
6
<PAGE>
SIGNATURES
----------
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: March 30, 1998
By /s/ Andrew Gaspar
-----------------
Name: Andrew Gaspar
Bukfenc, Inc.
By /s/ Andrew Gaspar
-----------------
Name: Andrew Gaspar
Title: Managing Member
7
<PAGE>
Exhibit 1
AGREEMENT
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) of the
Securities Exchange Act of 1934, as amended, to file a joint statement on
Schedule 13D and amendments thereto pertaining to their beneficial ownership of
shares of RSL Communications, Ltd.
This agreement may be terminated for any reason by any party hereto
immediately upon the personal delivery or facsimile transmission of notice to
that effect to the other parties hereto.
This agreement may be executed in counterparts and all so executed shall
constitute the agreement.
Dated: March 30, 1998
By /s/ Andrew Gaspar
-----------------
Name: Andrew Gaspar
Bukfenc, Inc.
By /s/ Andrew Gaspar
-----------------
Name: Andrew Gaspar
Title: Managing Member
8
<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.
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
<PAGE>
"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.
<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:------------------------------
<PAGE>
EXHIBIT INDEX
-------------
Exhibit 1 -- Joint Filing Agreement between the Reporting Persons,
dated March 30, 1998, pursuant to Rule 13d-1(f)(1) promulgated
under the Exchange Act.
Exhibit 2 -- Form of lock-up agreement.
12
