<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): February 27, 1998
RSL Communications, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Bermuda 333-25749 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
RSL Communications PLC, a wholly-owned subsidiary of the
registrant, is making an offering of Deutsche Mark denominated Senior Notes due
2008, having a U.S. dollar equivalent principal amount of approximately $100
million, bearing interest at a rate to be determined. The issue will be
guaranteed by the registrant and the offering is expected to close in early
March.
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.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Press release dated February 27, 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: February 27, 1998 By /s/ Mark Hirschhorn
-----------------------------------
Name: Mark Hirschhorn
Title: Global Controller
(Authorized Officer and
Chief Accounting Officer)
4
<PAGE>
Exhibit Index
99.1 Press Release dated February 25, 1998.
5
<PAGE>
RSL Communications Announces Proposed High Yield Deutsche Mark Denominated
Debt Offering.
HAMILTON, Bermuda--Feb. 25, 1998--RSL Communications PLC, a wholly-owned
subsidiary of RSL Communications Ltd. (NASDAQ:RSLCF), is making an offering of
Deutsche Mark denominated Senior Notes due 2008, having a U.S. dollar equivalent
principal amount of approximately $100 million, bearing interest at a rate to be
determined. The issue will be guaranteed by RSL Communications, Ltd. and the
offering is expected to close in early March.
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.
RSL Communications, Ltd. is a global facilities-based telecommunications company
that provides international services to over 240 countries worldwide, including
long-distance, calling card, private line, value-added and Internet-based
services to businesses, consumers and other carriers. The company serves
customers on four continents in 18 countries that account for more than 65% of
the world's international traffic.
CONTACT: RSL Communications, Ltd.
Mark Hirschhorn, 212/317-1800, Ext. 214
Vice President and Controller
or
Alan Garratt, 212/891-7450
Director, Public Relations
or
KSCA Worldwide
Jeff Corbin/Joe Mansi
212/682-6300 ext. 214/205
6