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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
----------- --- ---
- --------------------------------------------------------------------------------
1 NAME OF Reporting Person
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itzhak Fisher
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 4,590,987 (See item 4(a) and (c))
-------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
-------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 4,590,987 (See item 4(a) and (c)
-------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH Reporting Person
4,590,987 (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
29.7% (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 Itzhak Fisher (the
"Reporting Person"), a United States citizen, whose business
address is 767 Fifth Avenue, Suite 4300, New York, New York
10153, as of December 31, 1997.
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: 4,590,987 Class B Common Shares,
$.00457 par value per share (the "Class B Common Stock")
Such shares are owned by Fisher Investment Partners, L.P., a
Delaware limited partnership (the "Partnership"), of which the
Reporting Person is the sole general partner and the Fisher 1997
Family Trust is the sole limited partner.
Each share of Class B Common Stock is convertible into one share
of Class A Common Stock.
The Reporting Person disclaims beneficial ownership of such
shares and accordingly the Reporting Person declares that the
filing of this statement shall not be construed as an admission
that the Reporting Person is, for the purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of some of such shares.
(b) Percent of Class:
As of December 31, 1997, the Issuer had outstanding 15,463,556
shares of its Class A Common Stock including the 4,590,987 shares
of Class B Common Stock owned by the Partnership and such shares
represented 29.7% of the outstanding shares of Class A Common
Stock assuming that only the shares of Class B Common Stock owned
by the Partnership were converted into shares of Class A Common
Stock.
(c) Number of shares as to which each Reporting Person has:
(i) sole power to vote or to direct the vote:
4,590,987
(ii) shared power to vote or to direct the vote:
none
(iii) sole power to dispose or direct the disposition of:
4,590,987
(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
- --------
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief we
certify that the information set forth in this statement is true, complete and
correct.
Date: February 6, 1998
By: \s\Itzhak Fisher
--------------------------
Name: Itzhak Fisher
