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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
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nesim Bildirici
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
726,012 (See item 4(a) and (c))
SHARES -------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY -------------------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH
726,012 (See item 4(a) and (c))
REPORTING -------------------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON
None
WITH
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,012 (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
6.3% (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 Nesim Bildirici (the
"Reporting Person"), a United States citizen, whose business
address is 767 Fifth Avenue, Suite 4300, New York, New York
10153, as of March 16, 1998.
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: 726,012
(includes 202,561 shares of Class A Common Stock owned directly
by the Reporting Person, 178,513 shares of the Issuer's Class B
Common Shares, $.00457 par value per share (the "Class B Common
Stock") owned directly by the Reporting Person and 344,938 shares
of Class A Common Stock owned directly by the Reporting Person
issuable upon the exercise of an equal number of options granted
to Mr. Bildirici under the Company's Amended and Restated 1995
Stock Option Plan, which options became exercisable April 1,
1998.
Each share of Class B Common Stock is convertible into one share
of Class A Common Stock.
(b) Percent of Class: 6.3%
As of March 16, 1998, the Issuer had outstanding 11,563,798
shares of its Class A Common Stock including the 178,513 shares
of Class B Common Stock owned by the Reporting Person and the
344,938 shares of Class A Common Stock issuable upon the exercise
of the Reporting Person's options and such shares represented
6.3% of the outstanding shares of Class A Common Stock assuming
that only the shares of Class B Common Stock owned by the
Reporting Person were converted into shares of Class A Common
Stock and that only the options owned by the Reporting Person
were exercised.
(c) Number of shares as to which each reporting person has:
(i) sole power to vote or to direct the vote: 726,012
(ii) shared power to vote or to direct the vote: none
(iii) sole power to dispose or direct the disposition of:
726,012
(iv) shared power to dispose or direct the disposition of:
none
<PAGE>
13G Page 4 of 4
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
By signing below I certify that the securities referred to above
were acquired and are held in the oridinary course of business
and were not acquired and are not held for the purpose of and do
not have the effect of changing or influencing the control of the
Issuer of such securities and were not acquired and are not held
in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief I certify that the information set forth in this statement is true,
complete and correct.
Date: April 7, 1998
By: /s/ Nesim Bildirici
-------------------
Name: Nesim Bildirici
