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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Information Statement pursuant to
Rule 13d-1 and 13d-2
__________________________________
RSL Communications, Ltd.
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(Name of Issuer)
CLASS A COMMON STOCK, $.00457 PAR VALUE
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(Title of Class of Securities)
G7702U102
(CUSIP Number)
July 22, 1998
__________________________________
Rule 13d-1(b)
[X] Rule 13d - 1 (c)
Rule 13d -1 (d)
(Continued on following pages)
(Page 1 of 5 Pages)
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Page 2 of 5
SCHEDULE 13G
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metro Holding AG
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Switzerland
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 3,214,284
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 3,214,284
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,214,284 by sole reporting person.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
18.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
CO
- ------------------------------------------------------------------------------
ITEM 1(A). NAME OF ISSUER.
RSL Communications, Ltd.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
Clarendon House
Church Street
Hamilton HM CX
Bermuda
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Item 2(a). NAME OF PERSON FILING.
Metro Holding AG
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE.
The address of the principal business office is:
Neuhofstrasse 4
6340 Baar
Switzerland
ITEM 2(c). CITIZENSHIP.
Metro Holding AG was organized in Switzerland.
ITEM 2(d). TITLE OF CLASS OF SECURITIES.
Class A common stock, par value $.00457 per share.
ITEM 2(e). CUSIP NUMBER.
G7702U102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable. This statement is filed pursuant to Rule 13d-1(c).
ITEM 4. OWNERSHIP
(a) Amount beneficially owned:
3,214,284
(b) Percent of Class: 18.7%
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote:
3,214,284 shares
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Page 4 of 5
(ii) Shared power to vote or to direct the vote:
0 shares
(iii) Sole power to dispose or direct the disposition of:
3,214,284 shares
(iv) Shared power to dispose or direct the disposition of:
0 shares
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.
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 of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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Page 5 of 5
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.
July 28, 1998
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(Date)
/s/ Hugo Truetsch
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(Signature)
Hugo Truetsch /Attorney in Fact
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(Name/Title)
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METRO HOLDING AG
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS, that METRO HOLDING AG, a Swiss stock company
having its legal seat at Neuhofstrasse 4, Zug, Switzerland, does hereby make,
constitute, and appoint Hugo Truetsch and any substitutes or representatives
whom said attorney shall designate, the true and lawful attorney in fact of
Metro Holding AG, for and on behalf of Metro Holding AG and in its name, place,
and stead:
1. To enter into an Amendment and Restatement of the Share Subscription, Share
Option and Shareholders Agreement dated June 10, 1998, between Metro
Holding AG and RSL COM Europe Ltd. And RSL Communications Ltd.; and
2. To enter into an Exchange Agreement of 142,857 shares of RSL COM Europe Ltd.
For 1,607,142 Shares of Class A Common Stock of RSL Communications Ltd.
Between Metro Holding AG, Ligapart AG and RSL Communications Ltd.; and
3. To enter into a Share Purchase Agreement to purchase for a total amount of
US $45 Mio. Shares of Class A Common Stock of RSL Communications Ltd. at a
purchase price of US $28.00 per share from Ronald S. Lander, Fisher
Investment Partners L.P., Fleur Harlan, Bukfenc Inc., Tarlovsky Investment
Partners L.P., Robert Finkel as trustee of Waltham Trust, Jacob Davidson and
Nesim Bildirici; and
4. To perform any and all acts and deeds on the part of Metro Holding AG
relating in any way to these amended and restated Share Subscription, Share
Option, Shareholders, Exchange and Share Purchase Agreements, or relating in
any way to the Transaction Documents (as defined in any of these Agreements)
at such times and in such manners as its said attorney shall determine; and
5. For that purpose to sign in its name, to execute and to deliver all such
instruments and documents as its said attorney shall determine; and
6. To demand, sue for, collect, receive and give discharges for all moneys,
debts, obligations, securities, and other personal property to which Metro
Holding AG may be entitled in connection with said Agreements or any of the
other Transaction Agreements; and
7. To endorse, transfer, deal in any way in respect of any shares of stock of
RSL Communications Ltd. or any rights thereto or in respect thereof to which
Metro Holding AG may become entitled in connection with and Agreements; and
8. For all or any of the purposes set forth above, to enter into and sign,
seal, execute, acknowledge and deliver any Transfer Documents and Transfer
Agreements and any
9. To appoint and remove at pleasure any substitute for or agent under him in
respect of all or any of the matters set forth above, upon such terms as the
said attorney may determine; and
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10. In general to do all other acts, deeds, matters and things whatsoever in or
about said Agreements, any of the Transaction Agreements or any securities
or obligations of RSL COM Europe Ltd. or RSL Communications Ltd. that any
officers or directors of Metro Holding AG could do if personally present and
acting with express authority of the Board of Directors of Metro Holding AG.
Metro Holding AG hereby ratifies and confirms and agrees at all times to ratify
and confirm, all and whatsoever its said attorney and any attorney by him
hereunder substituted, shall lawfully do or cause to be done in and about the
premises by virtue of this power of attorney.
This Power of Attorney shall remain in full force and effect until 5:00 p.m.,
local time in New York, New York, U.S.A., August 5, 1998, at which time it shall
expire and the said attorney-in-fact and any substitute or substitute designated
by him hereunder shall have no further power of authority hereunder.
The authorized signature of Hugo Truetsch, the attorney hereby appointed, and
the number and date of issue of this Swiss passport are set forth below:
Authorized Signature of Hugo Truetsch Swiss Passport of Hugo Truetsch
/s/ Hugo Truetsch 9258146 20/11/1996
- -------------------------------------------- ------------------------
Number Issue Date
IN WITNESS WHEREOF, Metro Holding AG has caused this Power of Attorney to be
executed by Hans-Dieter Cleven and Dr. Andreas Renggli, its directors on this
22nd day of July, 1998.
METRO HOLDING AG
By:
/s/ Hans-Dieter Cleven /s/ Andreas Renggli
- ----------------------------------------- ---------------------------------
Hans-Dieter Cleven, Director Dr. Andreas Renggli, Director
-2-
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NOTARIAL CERTIFICATION
- ----------------------
It is certify that the foregoing signatures of Messrs:
- - Hans Dieter Cleven, German cititzen, residing in 6330 Cham, Switzerland,
Huebhalde 24, and
- - Dr. Andreas Renggli, Swiss citizen, residing in 6300 Zug, Switzerland,
Zugerbergstrasse 60,
are genuine. These two genetlemen are personally known to the undersigned
Notary.
According to the Register of Commerce of the Canton of Zug Messrs. Hans-Dieter
Cleven and Dr. Andreas Renggli are authorized to sign on behalf of Metro Holding
AG, Baar/Switzerland, jointly by two.
Zug, July 22, 1998 Notary Public of the Canton
Of Zug/Switzerland
/s/ Josef Schwerzmann
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Dr. Josef Schwerzmann
