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)
Lauder Gaspar Ventures LLC
767 Fifth Avenue
New York, New York 10153
Attn.: Andrew Gaspar
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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 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lauder Gaspar Ventures LLC
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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
State of New York
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7 SOLE VOTING POWER
NUMBER OF
909,090 shares of Class B Common Shares, par
SHARES value $.00457 per share (the "Class B Common
Stock"), each share convertible into one
BENEFICIALLY share 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
909,090 shares of Class B Common Stock
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909,090 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)
7.6%
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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
the 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.
Lauder Gaspar Ventures LLC (the "Reporting Person"), currently has a
Schedule 13G on file with the Securities and Exchange Commission because it
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"). The Reporting Person is
now filing a Schedule 13D to give effect to a pro-rata distribution by it, as of
March 20, 1998, to its members of shares of the Issuer's Class B Common Stock,
formerly held of record by the Reporting Person (the "Distribution").
Item 2. Identity and Background.
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(a) This statement is being filed by Lauder Gaspar Ventures LLC, a New York
limited liability company ("LGV"). The persons listed on Schedule A annexed
hereto are the members of LGV. LGV and the persons listed in Schedule A do not
constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Securities
Exchange Act of 1934.
(b) The principal business address of LGV is 767 Fifth Avenue, New York,
New York 10153. Schedule A sets forth the business address and present principal
occupation or employment of each of the members of LGV.
(c) LGV is a venture capital company.
(d) During the past five years, neither LGV nor any of the persons listed
on Schedule A has been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(e) During the past five years, neither LGV nor any of the persons listed
on Schedule A has 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
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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.
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<PAGE>
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
(f) LGV is a limited liability company formed under the laws of the State
of New York. Schedule A sets forth the citizenship of each member of LGV.
Item 3. Source and Amount of Funds or Other Consideration.
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On March 20, 1998, LGV distributed 1,149,669 shares of Class B Common Stock
to its members, on a pro-rata basis (the "Distribution"). 909,090 shares of
Class B Common Stock remain in LGV. The Distribution by LGV to its 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
LGV's members and are held by the members for investment purposes. Neither LGV
nor any of the persons listed on Schedule A has 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, LGV owns beneficially 909,090 shares of Class B
Common Stock, as a result of the Distribution, or approximately 7.6% of the
outstanding Class A Common Stock, assuming that only LGV converted its 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.
(b) LGV has the sole power to vote or dispose of 909,090 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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The managing member of LGV has executed an irrevocable proxy on behalf of
LGV, appointing Ronald S. Lauder, a member of LGV, as LGV's proxy with respect
to Ronald S. Lauder's allocable interest in LGV.
4
<PAGE>
The Reporting Person executed a lock-up agreement, dated October 6, 1997,
which lock-up agreement provided that the Reporting Person is 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 it for a period of 180 days from October 6, 1997.
Item 7. Material to be Filed as Exhibits.
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1. Irrevocable Proxy described in Item 6.
2. Form of lock-up agreement described in Item 6.
SIGNATURES
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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
Lauder Gaspar Ventures LLC
By /s/ Andrew Gaspar
-----------------
Name: Andrew Gaspar
Title: Managing Member
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<PAGE>
SCHEDULE A
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Name and Position with Present Principal
Business Address Citizenship LGV Occupation
- ---------------- ----------- ------------- -----------------
Andrew Gaspar U.S.A. Managing Member Managing Member LGV;
767 Fifth Avenue President of the general
New York, NY 10153 partner of R.S. Lauder,
Gaspar & Co., L.P.; and
Vice-Chairman of the Board
of Directors of the Issuer
Ronald S. Lauder U.S.A. Member Chairman of the Boards of
767 Fifth Avenue Directors of the Issuer,
New York, NY 10153 Estee Lauder International,
Inc. and Clinique
Laboratories, Inc.; non-
executive Chairman of
Central European Media
Enterprises, Ltd.
Leonard A. Lauder U.S.A. Member Chief Executive Officer of
767 Fifth Avenue The Estee Lauder Companies,
New York, NY 10153 Inc.
Bukfenc, LLC New York Member (1)
122 Salem Road
East Hills, NY 11577
Fleur Harlan U.S.A. Member Member
767 Fifth Avenue
New York, NY 10153
(1) A New York limited liability company whose sole members are Andrew
Gaspar and members of his family. Andrew 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
the corporate general partner of R.S. Lauder, Gaspar & Co., L.P.
("RSLAG") since 1991. Both RSLAG and LGV are venture capital
companies.
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<PAGE>
Exhibit 1
IRREVOCABLE PROXY
WHEREAS, Lauder Gaspar Ventures LLC, a New York limited
liability company ("LGV" ), is the record holder of 940,073 shares (the "LGV
Shares") of Class B Common Stock, par value $.01 per share, of RSL
Communications, Ltd.. a Bermuda corporation (the "Company");
WHEREAS, by virtue of his member interest in LGV, Ronald S.
Lauder ("Lauder") is the beneficial owner of certain of the LGV Shares (the
"Allocable Shares");
WHEREAS, it is not practical to determine at this time
the precise number of the Allocable Shares; and
WHEREAS, LGV for good and sufficient consideration wishes to
grant to Lauder an irrevocable proxy with respect to the Allocable Shares;
NOW, THEREFORE, in consideration of the premises, LGV hereby
appoints Ronald S. Lauder as LGV's proxy with respect to the Allocable Shares
and hereby authorizes him to vote such shares at any and all meetings of the
Members of the Company. This proxy is coupled with an interest and is
irrevocable. LGV hereby agrees that, unless the Allocable Shares shall have
already been distributed to Lauder, it will deliver to Lauder within 90 days of
the date hereof an irrevocable Proxy of the same tenor as this Proxy so
authorizing Lauder to vote the Allocable Shares, describing the Allocable Shares
with particularity and specifying their number.
Dated this 2nd day of September, 1997
LAUDER GASPAR VENTURES LLC
By: Bukfenc LLC General Partner
By: /s/ Andrew Gaspar
-----------------
Name: Andrew Gaspar
<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
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Exhibit 1 -- Irrevocable Proxy, dated September 2, 1997, from Lauder Gaspar
Ventures LLC in favor of Ronald S. Lauder with respect to certain
shares of Class B Common Stock of RSL Communications, Ltd.
Exhibit 2 -- Form of lock-up agreement.
10
