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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): June 22, 1998
RSL Communications, Ltd.
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(Exact name of registrant as specified in its charter)
Bermuda 0-23139 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
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
On June 22, 1998, RSL COM Europe, Ltd. ("RSL COM Europe"), a
subsidiary of the Registrant, entered into an agreement with Metro Holding AG,
a German wholesale and retail management holding company, pursuant to which
Metro Holding AG's appropriate subsidiaries agree to promote, market, sell and
distribute the Registrant's services through Metro Holding AG's wholesale and
retail operations in Europe. Metro Holding AG will receive a 12.5 percent
interest in the equity of RSL COM Europe and the option to acquire up to an
additional 7.5 percent of RSL COM Europe. Metro Holding AG will also appoint a
member to RSL COM Europe's Board of Directors. Agreements to promote or
distribute the Registrant's services and products will be reached under market
conditions between Metro Holding AG subsidiaries and subsidiaries of the
Registrant.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Page
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99.1 RSL Communications, Ltd. Press Release, 5
dated June 22, 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: June 25, 1998 By /s/ Jacob Z. Schuster
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Name: Jacob Z. Schuster
Title: Chief Financial Officer
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Exhibit Index
99.1 Press Release dated June 22, 1998.
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Metro Holding AG Takes Equity Position In RSL COM Europe
HAMILTON, Bermuda--June 22, 1998--
Partnership to Market International and Long Distance
Telecommunications Services Following Debitel Example with Debis
RSL Communications, Ltd. (NASDAQ: RSLCF), which
operates the largest Pan-European voice network, and Metro Holding AG,
Europe's largest and the world's second largest wholesale and retail
management holding company has chosen RSL COM as its joint venture
partner for international and long distance telecommunications services.
Metro Holding AG will seek to repeat the success story
of Debitel, formed by Metro Holding AG and Debis. Debitel is the largest
mobile telephony service provider in Germany and is quickly growing in
Europe.
Under the Agreement, Metro Holding AG's appropriate
subsidiaries will promote, market, sell and distribute RSL COM services
through its wholesale and retail operations in Europe. Metro Holding AG
will receive a 12.5 percent interest in the equity of RSL COM Europe and
the option to acquire up to an additional 7.5% of RSL COM Europe. Metro
Holding AG will also appoint a member to RSL COM Europe's Board of
Directors. Agreements to promote or distribute RSL COM services and
products will be reached under market conditions between each unit of the
Metro Holding AG subsidiary the RSL COM subsidiary.
Metro Holding AG has nineteen subsidiaries including
Metro AG in which it owns the majority of the capital. Metro AG alone
serves 80 million customers a day through its 3,000 facilities. Metro
Holding AG subsidiaries and RSL COM both have operations in Austria,
Belgium, Denmark, Germany, France, Italy, Luxembourg, Netherlands,
Portugal, Spain, Switzerland, the United Kingdom and the United States.
Metro Holding's subsidiaries serve both businesses and consumers. Its
store names --Metro and Makro cash and carry stores, Vobis and MAXDATA
computer centers, Media Markt and Saturn consumer electronic centers,
Galleria Kaufhof and Horton Kaufhalle department stores -- among many
others, are known throughout Europe.
RSL COM is well known globally as a facilities-based
provider of advanced telecommunications services including voice over
Internet telephony. RSL COM first entered Europe three and a half years
ago and already has operations in 14 European countries.
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Ronald S. Lauder, Chairman of the Board of RSL
Communications, commenting on the alliance said, "This strategic alliance
with Metro Holding AG, the most powerful and highly respected trading
group in Europe, enables RSL COM's access to a wealth of customers
through a tremendous variety of distribution channels. RSL COM Europe
will benefit from Metro Holding's influence in the European business
community which will be instrumental in the realization of RSL COM
Europe's full business strategy."
Hans-Dieter Cleven, Vice Chairman of the Board of Metro
Holding AG, said, "Metro Holding AG has already demonstrated the success
that can be achieved by combining innovative telecommunications ventures
with the synergy of Metro Holding's operations. Only six years ago we
created Debitel with our joint venture partner Debis. Today, this highly
successful and profitable cellular reseller company has more than 2.4
million subscribers throughout Europe. Using the same approach, we are
optimistic that RSL COM will achieve a similar level of success."
Itzhak Fisher, President and Chief Executive Officer of
RSL Communications, Ltd., said, "This partnership offers both RSL COM and
Metro Holding AG tremendous opportunity in areas that are important to
the growth and future of both of our companies. Together, we can grow the
market."
RSL Communications, Ltd. is a global facilities-based
telecommunications company that 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 19 countries that
account for nearly 70% of the world's international traffic.
Metro Holding AG, through its subsidiaries, is Europe's
largest trading group. For the financial year ending in July 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
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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.
CONTACT:
RSL COM
Alan Garret
Tel.: (212) 891-7450
Fax: (212) 317-0600
E-mail: [email protected]
or
KCSA
Joseph A. Mansi/Jeff Corbin
Tel.: (212) 896-1205/(212) 896-1214
Fax: (212) 697-0910
E-mail: [email protected]
or
Weber Group
Tel: +44 (0) 171 544-3189/3171
Fax: +44 (0) 171 240-6195
[email protected]/[email protected]
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