<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 12, 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 $200 million principal amount of Senior
Notes due 2008, bearing interest at a rate to be determined, and $200 million
principal amount of Senior Discount Notes due 2008, bearing interest at a rate
to be determined with deferred interest payments through 2003. Both issues
will be guaranteed by the registrant. The offering is expected to close by the
end of February. 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 12, 1998.
<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 19, 1998 By ___________________________
Name: Mark Hirschhorn
Title: Global Controller
(Authorized Officer and
Chief Accounting Officer)
4
<PAGE>
Exhibit Index
99.1 Press Release dated February 12, 1998.
5
<PAGE>
Feb. 12 1998--RSL Communications PLC, a wholly-owned subsidiary of
RSL Communications, Ltd. (NASDAQ:RSLCF), is making an offering of $200 million
principal amount of Senior Notes due 2008, bearing interest at a rate to be
determined, and $200 million principal amount of Senior Discount Notes due
2008, bearing interest at a rate to be determined with deferred interest
payments through 2003.
Both issues will be guaranteed by RSL Communications, Ltd. The
offering is expected to close by the end of February 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.
RSL Communications, Ltd. is a global facilities-based
telecommunications company that provides international services to every
country and place in the world, 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
or
KCSA Worldwide
Jeff Corbin/Joe Mansi
212/682-6300 ext. 214/205
6
