<PAGE>
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): July 22, 1998
RSL Communications, Ltd.
------------------------
(Exact name of registrant as specified in its charter)
Bermuda 0-23139 N/A
------- ------- ---
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification
Number)
Clarendon House
Church Street
Hamilton HM CX Bermuda
----------------------
(Address of principal executive offices)
(441) 295-2832
--------------
(Registrant's telephone number)
<PAGE>
ITEM 5. OTHER EVENTS
On July 22, 1998, Metro Holding AG BAAR ("Metro Holding"), a German
wholesale and retail management holding company, agreed to convert all of its
shares in RSL COM Europe, Ltd. ("RSL Europe"), a subsidiary of the Registrant,
into 1,607,142 newly issued shares of the Registrant. As a result, the
Registrant will own 100 percent of RSL Europe. Metro Holding will further
increase its ownership interest in the Registrant by acquiring an equal number
of shares from several existing shareholders for $45 million. All of the
shares of the Registrant acquired by Metro Holding are subject to a lock-up
agreement until April 1, 2001. Upon closing of the transaction, Metro holding
will own more than three million shares of the Registrant, which represents
approximately seven percent of the issued and outstanding shares of the
Registrant.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Page
- ------- ----
99.1 RSL Communications, Ltd. Press Release, 5
dated July 22, 1998
3
<PAGE>
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 hereunto duly authorized.
RSL COMMUNICATIONS, LTD.
Date: July 31, 1998 By: /s/ Jacob Z. Schuster
----------------------------
Name: Jacob Z. Schuster
Title: Chief Financial Officer
4
<PAGE>
Exhibit Index
99.1 Press Release dated July 22, 1998.
5
<PAGE>
METRO HOLDING AG DOUBLES INVESTMENT IN
RSL COMMUNICATIONS, LTD.
Investment now $90 million
HAMILTON, Bermuda--June 22, 1998--RSL Communications, Ltd. (NASDAQ:
RSLCF) announced today that Metro Holding AG BAAR has agreed to pay $45
million to double its investment in RSL Communications Ltd. Metro will own
more than three million shares in RSL Communications, Ltd., which represents
approximately seven percent of the issued and outstanding shares of RSL
Communications.
Last month, Metro Holding acquired a 12.5 percent interest in RSL COM
Europe, Ltd., a subsidiary of RSL Communications, Ltd., in connection with
Metro Holding's agreement to promote, market, sell and distribute RSL COM
services through its wholesale and retail operations in Europe. Metro Holding
has chosen to convert all of its shares in RSL COM Europe into 1,607,142 newly
issued shares of RSL Communications. As a result, RSL Communications, Ltd.
will own 100 percent of RSL COM Europe, Ltd. Metro Holding will further
increase its ownership interest in RSL Communications by acquiring an equal
number of shares from several existing shareholders. All of the shares of RSL
Communications acquired by Metro Holding are subject to a lock-up agreement
until April 1, 2001.
"This additional strategic investment by Metro Holding in RSL COM is
a strong reinforcement of their belief in our joint marketing arrangement and
in the future of RSL COM," said Itzhak Fisher, the company's President and
CEO. "It further demonstrates Metro's commitment to the company and our
commonality of interest."
Upon closing the transaction, which is expected to occur prior to
July 31, 1998, Metro Holding's investment in RSL Communications will total
approximately $90 million.
RSL Communications, Ltd. is a global facilities-based
telecommunications company, which 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 20 countries that account for nearly 70 percent
of the world's international traffic.
6
<PAGE>
Metro Holding AG, through its subsidiaries, is Europe's largest
trading group. For the financial year ending in December 1996, Metro Holding
AG had revenues (turnover) of 76 billion Deutsche Marks, about U.S. $42
billion, and 154,000 employees working for more than 19 subsidiaries and
associated companies in 20 countries. The shares in Metro AG, Metro Holding
AG's largest subsidiary, are listed on several stock exchanges including
Dusseldorf, Frankfurt and London and belong to the DAX-30 and STOXX 50.
This press release contains forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and are subject to the
safe harbors created thereby. Investors are cautioned that any such
forward-looking statements are not guarantees of RSL COM's future performance
and involve risks and uncertainties, and RSL COM's future actual results could
differ materially from the forward looking statements discussed herein as a
result of various factors. A list of certain factors that could cause actual
results to differ materially from those discussed herein can be found in the
documents the company files with the SEC, including those contained in RSL
COM's registration statement, and Form 10-K for the year ended December 31,
1997.
This release is available on the RSL COM website at www.rslcom.com.
RSL COM CONTACT:
Alan Garret
Tel.: (212) 891-7450
Fax: (212) 317-0600
E-mail: [email protected]
METRO CONTACT:
Peter Titz
Tel: +41-41 768 7682
Fax: +41-41 768 7593
E-mail: [email protected]
KCSA CONTACT
Joseph A. Mansi/Jeff Corbin
Tel.: (212) 896-1205/(212) 896-1214
Fax: (212) 697-0910
E-mail: [email protected]
7
