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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
RSL COMMUNICATIONS, LTD.
(Name of Issuer)
CLASS A COMMON SHARES, PAR VALUE $.00457 PER SHARE
(Title of Class of Securities)
G7702U 10 2
(Cusip Number)
Andrew Gaspar
c/o R.S. Lauder, Gaspar & Co., L.P.
767 Fifth Avenue
New York, New York 10153
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 14, 1998
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
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1 The remainder of this cover page shall be filled out for a reporting
persons'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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SCHEDULE 13D
CUSIP No. G7702U 10 2 Page 2 of 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew Gaspar
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen
7 SOLE VOTING POWER
NUMBER OF
48,879 (See Item 5.)
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
3,127,259 (See Item 5.)
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
48,879 (See Item 5.)
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON
3,127,259 (See Item 5.)
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,176,138 (See Item 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. G7702U 10 2 Page 3 of 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bukfenc, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
7 SOLE VOTING POWER
NUMBER OF
1,953,033 (See Item 5.)
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
1,953,033 (See Item 5.)
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,953,033 (See Item 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This statement relates to Class A Common Shares, par value
$.00457 per share (the "Class A Common Stock"), of RSL Communications,
Ltd. (the "Issuer"), a Bermuda company. Each share of the Issuer's Class
B Common Shares, par value $.00457 per share (the "Class B Common Stock"
and, together with the Class A Common Stock, the "Common Stock") is
convertible into one share of Class A Common Stock, for no consideration.
The principal executive offices of the Issuer are located at 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. Identity and Background.
(a) This statement is being filed by Andrew Gaspar and Bukfenc,
Inc., a New York corporation, wholly owned by Andrew Gaspar and members
of his family (the "Reporting Persons"). The Reporting Persons do not
constitute a "group" within the meaning of Rule 13d-5(b)(1) under the
Exchange Act. The Reporting Persons are making this single, joint filing.
(b) The principal business address of Andrew Gaspar is 767 Fifth
Avenue, New York, New York 10153. The principal business address of
Bukfenc, Inc., and such members of the Gaspar family is 122 Salem Road,
East Hills, New York 11577.
(c) Andrew Gaspar served as a director and Vice Chairman of the
Board of Directors of the Issuer from its inception in 1994 until May
1998. Andrew Gaspar has been the managing member of Lauder Gaspar
Ventures LLC ("LGV") since its inception in September 1996 and has been
President of Bukfenc, Inc., the corporate general partner of R.S. Lauder,
Gaspar & Co., L.P. ("RSLAG"), since 1991. Bukfenc, Inc. is a corporation
engaged in the business of managing investments. Both RSLAG and LGV are
venture capital companies and each of their executive offices are located
at 767 Fifth Avenue, New York, New York 10153.
(d) During the past five years, the Reporting Persons have not
been convicted in a criminal proceeding, excluding traffic violations or
similar misdemeanors.
(e) During the past five years, the Reporting Persons have not
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which proceeding he or she was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such
laws.
(f) Andrew Gaspar is a U.S. citizen.
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Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The Reporting Persons do not have any present plans or
intentions which relate to or would result in any of the transactions
described in subsections (a) through (j) inclusive, of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) and (c)
On April 14, 1998, Bukfenc, Inc. converted 300,000 shares of the
Issuer's Class B Common Stock into an equal number of shares of Class A
Common Stock and on the following dates, sold such shares of Class A
Common Stock in brokerage transactions (executed on the Nasdaq National
Market) at the prices set forth below.
Date Amount Price Per Share
4/17/98 25,000 $23.00
4/20/98 125,000 $23.00
4/20/98 25,000 $23.25
4/20/98 25,000 $23.25
4/20/98 25,000 $23.50
4/20/98 45,000 $24.00
4/20/98 5,000 $24.25
4/21/98 20,000 $24.50
4/21/98 5,000 $24.75
On April 23, 1998, each of Bukfenc, Inc., Bukfenc, LLC, a
limited liability company owned by Andrew Gaspar and certain members of
his family, and Andrew Gaspar converted 1,953,033, 3,729 and 48,879
shares of the Issuer's Class B Common Stock, respectively, into an equal
number of shares of Class A Common Stock.
Each share of Class B Common Stock is convertible into one share
of Class A Common Stock for no additional consideration on a
share-for-share basis.
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As of the date hereof, Andrew Gaspar beneficially owned
3,176,138 shares of the Issuer's Common Stock (which consists of (i)
48,879 shares of Class A Common Stock held directly by him, (ii)
1,953,033 shares of Class A Common Stock held by Bukfenc, Inc., (iii)
3,729 shares of Class A Common Stock held by Bukfenc LLC, (iv) 909,090
shares of Class B Common Stock owned by LGV and (v) 261,407 shares of
Class B Common Stock owned by RSLAG). This represents 21.3% of the
outstanding Class A Common Stock, assuming that only RSLAG and LGV
converted their shares of Class B Common Stock into shares of Class A
Common Stock, based on 13,765,840 shares of Class A Common Stock
outstanding as reported by the Issuer.
As of the date hereof, Bukfenc, Inc. owned 1,953,033 shares of
the Issuer's Class A Common Stock representing 14.2% of the outstanding
Class A Common Stock, based on 13,765,840 shares of Class A Common Stock
outstanding as reported by the Issuer.
Andrew Gaspar disclaims beneficial ownership of some of the
shares owned by RSLAG, LGV, Bukfenc, Inc. and Bukfenc, LLC.
(b) Andrew Gaspar has the sole power to vote or dispose of
48,879 shares of Class A Common Stock. Bukfenc, Inc. has the sole power
to vote or dispose of 1,953,033 shares of Class A Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement between the Reporting Persons, dated
March 30, 1998, pursuant to Rule 13d-1(f)(1) promulgated under
the Exchange Act incorporated herein by reference to Exhibit 1
of the Schedule 13D filed by the Reporting Persons with the
Securities and Exchange Commission on March 31, 1998.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this instrument is true, complete and correct.
Dated: May 12, 1998
By /s/ Andrew Gaspar
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Name: Andrew Gaspar
Bukfenc, Inc.
By /s/ Andrew Gaspar
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Name: Andrew Gaspar
Title: President
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EXHIBIT INDEX
Exhibit 1 -- Joint Filing Agreement between the Reporting Persons, dated
March 30, 1998, pursuant to Rule 13d-1(f)(1) promulgated
under the Exchange Act incorporated herein by reference to
Exhibit 1 of the Schedule 13D filed by the Reporting Persons
with the Securities and Exchange Commission on March 31, 1998.
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