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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. 2)*
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, 1999
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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)
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(*) 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 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 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jacob Z. Schuster
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5. SOLE VOTING POWER
SHARES 1,689,404
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY None
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,689,404
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PERSON 8. SHARED DISPOSITIVE POWER
WITH None
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,689,404
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. G77024 10 2 13G Page 3 of 5 Pages
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 Jacob Z. Schuster.
(b) Address of Principal Business Office or, if none, Residence:
The address for the reporting person is:
767 Fifth Avenue, Suite 4200
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 Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
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CUSIP No. G77024 10 2 13G Page 4 of 5 Pages
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person 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;
(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. [_]
Item 4. Ownership
(a) Amount Beneficially Owned: 1,689,404
Consists of 42,845 shares of Class A Common Stock and 1,646,559 Class B
common shares, par value $.00457 per share (the "Class B Common
Stock").
Of such shares, 41,656 shares of Class A Common Stock and the 1,646,559
shares of Class B Common Stock are owned by Schuster Family Partners,
L.P., a New York limited partnership (the "Partnership"), of which the
reporting person is the sole general partner and the limited partners
are certain of the reporting person's children.
Each share of Class B Common Stock is convertible into one share of
Class A Common Stock.
The reporting person disclaims beneficial ownership of the shares owned
by the Partnership 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 purposes of Section 13(d) or 13(g) of
the Act, the beneficial owner of such shares.
(b) Percent of Class: 5.2%
As of December 31, 1999, the Issuer had outstanding 30,837,805 shares
of Class A Common Stock. The amount beneficially owned by the reporting
person represents 5.2% 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: 1,689,404
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 1,689,404
(iv) shared power to dispose or to direct the disposition of: 0
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CUSIP No. G77024 10 2 13G Page 5 of 5 Pages
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
[_].
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. Certifications.
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 1, 2000 By: /s/ Jacob Z. Schuster
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Jacob Z. Schuster
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
