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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): February 25, 1998
RSL Communications, Ltd.
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(Exact name of registrant as specified in its charter)
Bermuda 333-25749 N/A
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(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
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(Address of principal executive offices)
(441) 295-2832
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
RSL Communications PLC, a wholly-owned subsidiary of the
registrant, completed it's offering of $200 million principal amount of Senior
Notes due 2008, bearing interest 9.125 percent, and $328 million principal
amount at maturity (with proceeds to RSL Communications PLC of $200 million) of
Senior Discount Notes due 2008, with a yield of 10.125 percent and no interest
payments until 2003. Both issues will be guaranteed by the registrant. The
offering is subject to customary closing conditions and is expected to close on
February 27, 1998. These Notes have not been, and will not be, registered under
the Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements.
The proceeds of the offering will be used by the registrant
for (i) working capital purposes relating to the expansion of the registrant's
operations, (ii) strategic merger and acquisition activities, including certain
potential acquisitions which the registrant is currently pursuing, (iii) the
purchase of additional interests in cable systems and additional transmission
and switching equipment and (iv) the funding of the registrant's operating
losses.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Press release dated February 25, 1998.
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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: February 27, 1998 By /s/ Mark Hirschhorn
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Name: Mark Hirschhorn
Title: Global Controller
(Authorized Officer and
Chief Accounting Officer)
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Exhibit Index
99.1 Press Release dated February 25, 1998.
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RSL Communications Completes High Yield Debt Offering
HAMILTON, Bermuda--Feb. 25, 1998--RSL Communications Ltd. (NASDAQ:RSLCF)
announced that it has completed its offering of $200 million principal amount of
Senior Notes due 2008, bearing interest at 9.125 percent, and $328 million
principal amount at maturity (with proceeds to the company of $200 million) of
Senior Discount Notes due 2008, with a yield of 10.125 percent and no interest
payments until 2003.
The offering is subject to customary closing conditions and is expected to close
on Feb. 27, 1998.
The notes have not been, and will not be, registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The proceeds of the offering will be used by the company for (i) working capital
purposes relating to the expansion of the company's operations, (ii) strategic
merger and acquisition activities, including certain potential acquisitions
which the company is currently pursuing, (iii) the purchase of additional
interests in cable systems and additional transmission and switching equipment
and (iv) the funding of the company's operating losses.
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