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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
RSL Communications, Ltd.
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(Name of Issuer)
Class A common shares, par value $0.00457 per share
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(Title of Class of Securities)
G77024 10 2
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(CUSIP Number)
December 31, 1998
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*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
disclosures provided in a prior cover page.
The information required on 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).
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13G Page 2 of 5
Cusip No. G77024 10 2
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Nir Tarlovsky
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
5 SOLE VOTING POWER
NUMBER OF 938,915
SHARES 6 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 938,915
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON None
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH Reporting person
938,915
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5%
12 TYPE OF Reporting person*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1.
(a) Name of Issuer:
RSL Communications, Ltd.
(b) Address of Issuer's Principal Executive Offices:
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.
(a) Name of Person Filing:
This Schedule 13G/A is being filed with respect to shares of
Class A Common Stock (defined below) of the Issuer which are
beneficially owned by Nir Tarlovsky.
(b) Address of Principal Business Office or, if none, Residence:
The address for the reporting person is:
767 Fifth Avenue, Suite 4300
New York, New York 10153
(c) Citizenship:
Israel
(d) Title of Class of Securities:
Class A common shares, par value $0.00457 per share (the
"Class A Common Stock")
(e) CUSIP Number.
G77024 10 2
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under Section 15 of the
Act.
(b) / / Bank as defined in Section 3(a)(6) of the Act.
(c) / / Insurance company as defined in Section 3(a)(19) of
the Act.
(d) / / Investment company registered under Section 8 of the
Investment Company Act.
(e) / / Investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f) / / Employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) / / Parent holding company in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) / / A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940.
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box / /.
This item is not applicable. This statement is filed pursuant to Rule
13d-1(d).
Item 4. Ownership
(a) Amount Beneficially Owned: 938,915
668,614 shares of Class A Common Stock and 270,301 Class B
common shares, par value $.00457 per share (the "Class B
Common Stock").
Such shares are owned by Tarlovsky Investment Partners, L.P.,
a Delaware limited partnership (the "Partnership"), of which
the reporting person is the sole general partner and the
Tarlovsky 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: 3.5%
As of December 31, 1998, the Issuer had outstanding 26,520,747
shares of Class A Common Stock. The amount beneficially owned
by the reporting person represents 3.5% 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 such person has
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(i) sole power to vote or to direct the vote: 938,915
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 938,915
(iv) shared power to dispose or to direct the disposition of: 0
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following . /X/
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 my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 9, 1999 By /s/ Nir Tarlovsky
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Nir Tarlovsky
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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