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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 13-d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
RSL Communications, Ltd.
(Name of Issuer)
Class A common shares, par value $0.00457 per share
(Title of Class of Securities)
G77024 10 2
(CUSIP Number)
December 31, 1998
(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)
[X] Rule 13d-1(c)
[ ] 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 Exhange 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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CUSIP No. G77024 10 2 13G Page 2 of 5
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Nesim Bildirici
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5. SOLE VOTING POWER
635,457
BENEFICIALLY
OWNED BY EACH 6. SHARED VOTING POWER
None
REPORTING PERSON
WITH 7. SOLE DISPOSITIVE POWER
635,457
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH Reporting Person
635,457
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%
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 Nesim Bildirici.
(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:
U.S.
(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).
Page 3 of 5
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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
/X/.
Item 4. Ownership
(a) Amount Beneficially Owned: 635,457
Consists of 547,499 shares of Class A Common Stock and
87,958 Class B common shares, par value $.00457 per share
(the "Class B Common Stock").
Each share of Class B Common Stock is convertible into one
share of Class A Common Stock.
(b) Percent of Class: 2.4%
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 2.4%
of the outstanding shares of Class A Common Stock assuming
that only the shares of Class B Common Stock owned by the
reporting person were converted into shares of Class A
Common Stock.
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the vote: 635,457
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 635,457
(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.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the Issuer
and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or
effect.
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 8, 1999 By /s/ Nesim Bildirici
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Nesim Bildirici
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
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