UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)1
RSL COMMUNICATIONS, LTD.
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(Name of Issuer)
CLASS A COMMON SHARES, PAR VALUE $.00457 PER SHARE
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(Title of Class of Securities)
G7702U 10 2
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(Cusip Number)
Ronald S. Lauder
c/o RSL Investments Corporation
767 Fifth Avenue
New York, New York 10153
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 1998
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(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 [X].
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.).
<PAGE>
SCHEDULE 13D
Cusip No. G7702U 10 2 Page 2 of 15
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald S. Lauder
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3.)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 14,284,738 (See Item 5.)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,850,022 (See Item 5.)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,284,738 (See Item 5.)
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,850,022 (See Item 5.)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,134,760 (See Item 5.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. G7702U 10 2 Page 3 of 15
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RSL Investments Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00 (See Item 3.)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF
9,348,563 shares of Class B Common Shares,
SHARES par value $.00457 per share the "Class B
(Common Stock"), each share convertible into
BENEFICIALLY one share of Class A Common Shares, par value
$.00457 per share, for no consideration.
OWNED BY -------------------------------------------------------
8 SHARED VOTING POWER
EACH
0
REPORTING -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
9,348,563 shares of Class B Common Stock
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,348,563 shares of Class B Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
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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") 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.
Ronald S. Lauder currently has a Schedule 13G on file with the Securities
and Exchange Commission because he was deemed to have acquired beneficial
ownership of shares of the Issuer's Class B Common Stock2 prior to the time the
Issuer became a reporting company under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Mr. Lauder is now filing a Schedule 13D to give
effect to a pro-rata distribution by R.S. Lauder, Gaspar & Co., L.P. ("RSLAG"),
a Delaware limited partnership, and Lauder Gaspar Ventures LLC ("LGV"), a New
York limited liability company, as of March 20, 1998, to its partners and
members, respectively, of the Issuer's Class B Common Stock, formerly held of
record by each of RSLAG and LGV (the "Distribution").
Item 2. Identity and Background.
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(a) This statement is being filed by Ronald S. Lauder and RSL Investments
Corporation, a Delaware corporation wholly owned by Mr. Lauder (the "Reporting
Persons"). The Reporting Persons are making this single, joint filing.
(b) The principal business address of the Reporting Persons is 767 Fifth
Avenue, New York, New York 10153.
(c) Ronald S. Lauder co-founded the Issuer, has served as its Chairman
since 1994 and is its largest and controlling shareholder. He is also a founder
and has served as the non-executive Chairman of the Board of Central European
Media Enterprises Ltd., an owner and operator of commercial television stations
and networks in Central and Eastern Europe since 1994 ("CME"). CME's registered
office is located at Clarendon House, Church Street, Hamilton HM CX, Bermuda.
CME also maintains offices at 18 D'Arblay Street, London W1V 3FP. Mr. Lauder is
a principal shareholder of The Estee Lauder Companies Inc. ("Estee Lauder) and
has served as Chairman of Estee Lauder International, Inc. ("Estee
International") and Chairman of Clinique Laboratories, Inc. ("Clinique") since
1987. Each of Estee Lauder's, Clinique's and Estee International's offices is
located at 767 Fifth Avenue, New York, New York 10153.
- --------
2 Certain of the Issuer's shares acquired at such time by the Reporting
Person were preferred shares, which preferred shares were automatically
converted into an equal number of shares of the Issuer's Class B Common Stock
upon the closing of the Issuer's initial public offering, which closed October
6, 1997.
4
<PAGE>
RSL Investments Corporation is engaged in the business of managing
investments.
(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) Ronald S. Lauder is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
- ------- --------------------------------------------------
RSLAG, of which Mr. Lauder is owner of a majority of the limited
partnership interests, distributed 16,366,325 shares of the Issuer's Class B
Common Stock to its partners, and Lauder Gaspar Ventures LLC ("LGV"), of which
Mr. Lauder is a member, distributed 1,149,669 shares of the Issuer's Class B
Common Stock to its members, thus lowering Mr. Lauder's deemed beneficial
ownership in the Issuer and distributing to RSL Investments Corporation, a
partner of RSLAG, a direct beneficial ownership interest in the Issuer. The
Distribution by RSLAG and LGV to their partners and members involved no cash or
other consideration.
Item 4. Purpose of Transaction.
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The shares of Class B Common Stock were distributed on a pro-rata basis to,
among others, Ronald S. Lauder and to certain entities over which he has control
or the stock holdings of which he may be deemed to have beneficial ownership as
a result of the Distribution and are held by Ronald S. Lauder and such entities,
including RSL Investments Corporation, for investment purposes, although Mr.
Lauder is the Issuer's principal and controlling shareholder. 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.
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(a) As of April 20, 1998, Ronald S. Lauder beneficially owned (i) 48,464
shares of the Issuer's Class A Common Stock, (ii) 17,626,396 shares of the
Issuer's Class B Common Stock (which consists of 3,856,084 shares of Class B
Common Stock held directly by him prior to the Distribution and 571,727 shares
of the Class B Common Stock held directly by Mr. Lauder as a result of the
Distribution, 909,090 shares of Class B Common Stock owned by LGV and 261,407
shares of Class B Common Stock owned by RSLAG, 9,348,563 shares of Class B
Common Stock held by RSL Investments Corporation, 893,175 shares of Class B
Common Stock held by RAJ Family Partners, L.P., a Georgia limited
5
<PAGE>
partnership, of which Mr. Lauder is a limited partner and a shareholder of the
general partner, 1,786,350 shares of Class B Common Stock held by EL/RSLG Media,
Inc., of which The 1995 Estee Lauder RSL Trust owns 50% (and of which Trust, Mr.
Lauder is a trustee and the beneficiary), and (iii) 459,900 shares of Class B
Common Stock issuable upon the exercise of warrants. This represents 61.6% of
the outstanding Class A Common Stock, assuming that only Mr. Lauder and the
entities referred to above converted their shares of Class B Common Stock into
shares of Class A Common Stock and that Mr. Lauder exercised his warrants to
purchase shares of the Issuer's Class B Common Stock and then converted those
shares of Class B Common Stock into shares of Class A Common Stock, based on
11,364,196 shares of Class A Common Stock outstanding as reported by the Issuer.
As of April 20, 1998, RSL Investments Corporation beneficially owned
9,348,563 shares of the Issuer's Class B Common Stock or approximately 45.1% of
the outstanding Class A Common Stock, assuming that only RSL Investments
Corporation converted its shares of Class B Common Stock into shares of Class A
Common Stock, based on 11,364,196 shares of Class A Common Stock outstanding as
reported by the Issuer.
Each share of Class B Common Stock is convertible into one share of Class A
Common Stock. Mr. Lauder's warrants are convertible into an equal number of
shares of the Issuer's Class B Common Stock. Mr. Lauder disclaims beneficial
ownership of some of the shares owned by RSLAG, LGV, EL/RSLG Media, Inc and RAJ
Family Partners, L.P.
(b) Mr. Lauder has the sole power to vote or dispose of 14,284,738 shares
of Class B Common Stock, which includes his power to vote or dispose of the
shares of Class B Common Stock held by RSL Investments Corporation.
(c) Not applicable.
(d) The following persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds of sale of, the 1,786,350 shares
of Class B Common Stock owned by EL/RSLG Media, Inc.: (i) each of Ronald S.
Lauder, Richard D. Parsons and Ira T. Wender, as co-trustees of, and Ronald S.
Lauder as beneficiary of, The 1995 Estee Lauder RSL Trust and (ii) each of
Leonard A. Lauder, Joel S. Ehrenkranz and Ira T. Wender, as co-trustees of, and
Leonard A. Lauder, as beneficiary of, The 1995 Estee Lauder LAL Trust.
Each of the managing general partner and other partners of RAJ Family
Partners, L.P. has the right to receive or the power to direct the receipt of
dividends from, or the proceeds of sale of, the 893,175 shares of Class B Common
Stock owned by RAJ Family Partners, L.P.
(e) Not applicable.
6
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
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Each of Mr. Lauder, RSLAG and LGV executed a lock-up agreement, dated
October 6, 1997, which lock-up agreements provide that each of Mr. Lauder, RSLAG
and LGV are generally prohibited from selling, transferring, assigning,
distributing, offering or agreeing to sell, granting any option, granting or
warranting for the sale of, or otherwise disposing directly or indirectly, any
of the shares of the Issuer's Class B Common Stock owned by each of them for a
period of 180 days from October 6, 1997.
Each of the managing member of LGV and the corporate general partner of
RSLAG has executed an irrevocable proxy on behalf of LGV and RSLAG, appointing
Ronald S. Lauder, a member of LGV and partner of RSLAG, as LGV's and RSLAG's
proxy with respect to Ronald S. Lauder's allocable interest in LGV and RSLAG.
Item 7. Material to be Filed as Exhibits.
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1. Joint Filing Agreement among the Reporting Persons, dated March 30, 1998,
pursuant to Rule 13d-1(f)(1) promulgated under the Exchange Act.
2. Form of lock-up agreement.
3. Irrevocable Proxy, dated September 2, 1997, from Lauder Gaspar Ventures LLC
in favor of Ronald S. Lauder with respect to certain shares of Class B
Common Stock of RSL Communications, Ltd.
4. Irrevocable Proxy, dated September 2, 1997, from R.S. Lauder, Gaspar & Co.,
L.P. in favor of Ronald S. Lauder with respect to certain shares of Class B
Common Stock of RSL Communications, Ltd.
7
<PAGE>
SIGNATURE
---------
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: April 23, 1998
By /s/ Ronald S. Lauder
--------------------
Ronald S. Lauder
RSL Investments Corporation
By /s/ Ronald S. Lauder
--------------------
Name: Ronald S. Lauder
Title: President
8
<PAGE>
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.
Exhibit 2 -- Form of lock-up agreement.
Exhibit 3 -- Irrevocable Proxy, dated September 2, 1997, from Lauder Gaspar
Ventures LLC in favor of Ronald S. Lauder with respect to certain
shares of Class B Common Stock of RSL Communications, Ltd.
Exhibit 4 -- Irrevocable Proxy, dated September 2, 1997, from R.S. Lauder,
Gaspar & Co., L.P. in favor of Ronald S. Lauder with respect to
certain shares of Class B Common Stock of RSL Communications,
Ltd.
9
<PAGE>
AGREEMENT Exhibit 1
---------
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) of the
Securities Exchange Act of 1934, as amended, to file a joint statement on
Schedule 13D and amendments thereto pertaining to their beneficial ownership of
shares of RSL Communications, Ltd.
This agreement may be terminated for any reason by any party hereto
immediately upon the personal delivery or facsimile transmission of notice to
that effect to the other parties hereto.
This agreement may be executed in counterparts and all so executed shall
constitute the agreement.
Dated: April 23, 1998
/s/ Ronald S. Lauder
--------------------
Ronald S. Lauder
RSL Investments Corporation
/s/ Ronald S. Lauder
--------------------
By: Ronald S. Lauder
Title: President
10
<PAGE>
Lock-Up Agreement Exhibit 2
October 6, 1997
Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Morgan Stanley & Co. Incorporated,
SBC Warburg Dillon Read Inc.,
as Representatives of the
several Underwriters named
in the Underwriting Agreement (U.S. Version)
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Goldman Sachs International,
Merrill Lynch International,
Morgan Stanley & Co. International Limited,
Swiss Bank Corporation, acting through
its Division, SBC Warburg Dillon Read,
as Representatives of the
several Underwriters named
in the Underwriting Agreement (International Version)
c/o Goldman Sachs International,
Peterborough Court,
133 Fleet Street,
London EC4A 2BB England.
Re: Proposed Initial Public Offering of Class A
Common Shares of RSL Communications, Ltd.
Ladies and Gentlemen:
This agreement (this "Agreement") relates to the proposed initial public
offering of the Class A Common Shares, par value $0.00457 per share (the "Common
Stock"), of RSL Communications, Ltd., a corporation incorporated under the laws
of Bermuda (the "Company"), for which a Registration Statement on Form S-1 has
been filed with the Securities and Exchange Commission.
11
<PAGE>
In connection with such offering, the Company will enter into an
Underwriting Agreement (U.S. Version) (the "U.S. Underwriting Agreement"), with
the several Underwriters to be listed on Schedule I thereto (the "U.S.
Underwriters") for whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co. Incorporated and SBC Warburg Dillon
Read Inc. are acting as representatives, and an Underwriting Agreement
(International Version) (the "International Underwriting Agreement" and,
together with the U.S. Underwriting Agreement, the "Underwriting Agreements"),
with the several Underwriters to be listed on Schedule I to the International
Underwriting Agreement (the "International Underwriters" and, together with the
U.S. Underwriters, the "Underwriters") for whom Goldman Sachs International,
Merrill Lynch International, Morgan Stanley & Co. International Limited and
Swiss Bank Corporation, acting through its Division, SBC Warburg Dillon Read are
acting as representatives. To facilitate the marketing of the Common Stock to be
sold in the public offering and in consideration of the Underwriters entering
into the Underwriting Agreements, the undersigned hereby irrevocably confirms,
covenants and agrees for the benefit of the Company and the Underwriters as
follows:
(i) The undersigned will not (and will not permit any other person who
holds of record any of the undersigned's shares of Common Stock to),
directly or indirectly, offer, sell, contract to sell, grant any option for
the sale of or otherwise dispose of any shares of Common Stock or any
securities of the Company (other than pursuant to stock option plans
contemplated by or existing on the date of, or upon the conversion or
exchange of convertible or exchangeable securities outstanding as of the
date of, the Prospectus; provided, however, that any security received upon
the exercise, exchange or conversion of any other security will become
subject to the restrictions on disposition contained in this paragraph)
substantially similar to the Common Stock, including but not limited to any
securities convertible into, exchangeable for, exercisable for, or
representing the right to receive, Common Stock or securities that are
substantially similar to Common Stock, during the period beginning from the
date of this agreement and continuing to and including the date 180 days
after the date of the Prospectus, without the prior written consent of
Goldman, Sachs & Co.
(ii) The undersigned acknowledges (a) the sufficiency of the
consideration for this Agreement and (b) that the decision, if any, of the
Underwriters to enter into the Underwriting Agreements will be made in part
in reliance upon the undersigned entering into, and abiding by the terms
of, this Agreement.
(iii) The undersigned acknowledges and agrees that the covenants and
agreements set forth herein are in addition to and not in lieu of the
provisions of any agreements or instruments defining the rights of the
undersigned.
12
<PAGE>
(iv) All consents, approvals, authorizations and orders necessary for
the execution and delivery by the undersigned of this Agreement have been
obtained; the undersigned has full right, power and authority to enter into
this Agreement; and this Agreement has been duly executed and delivered by
the undersigned and constitutes a valid and legally binding obligation of
the undersigned enforceable in accordance with its terms; and
(v) The compliance by the undersigned with all of the provisions of
this Agreement will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any
statute, indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the undersigned is a party or by which the
undersigned is bound or to which any of the property or assets of the
undersigned is subject, nor will such action result in any violation of the
provisions of the Certificate of Incorporation or By-laws of the
undersigned, if the undersigned is a corporation, the partnership agreement
of the undersigned, if the undersigned is a partnership, or any other
organizational documents of the undersigned, or any statute, rule or
regulation or, to the knowledge of the undersigned, any order or decree of
any court or governmental agency or body having jurisdiction over the
undersigned or the property of the undersigned.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.
Very truly yours,
____________________________________
Name:_______________________________
Title:______________________________
13
<PAGE>
Exhibit 3
IRREVOCABLE PROXY
WHEREAS, Lauder Gaspar Ventures LLC, a New York limited liability company
("LGV" ), is the record holder of 940,073 shares (the "LGV Shares") of Class B
Common Stock, par value $.01 per share, of RSL Communications, Ltd.. a Bermuda
corporation (the "Company");
WHEREAS, by virtue of his member interest in LGV, Ronald S. Lauder
("Lauder") is the beneficial owner of certain of the LGV Shares (the "Allocable
Shares");
WHEREAS, it is not practical to determine at this time the precise number
of the Allocable Shares; and
WHEREAS, LGV for good and sufficient consideration wishes to grant to
Lauder an irrevocable proxy with respect to the Allocable Shares;
NOW, THEREFORE, in consideration of the premises, LGV hereby appoints
Ronald S. Lauder as LGV's proxy with respect to the Allocable Shares and hereby
authorizes him to vote such shares at any and all meetings of the Members of the
Company. This proxy is coupled with an interest and is irrevocable. LGV hereby
agrees that, unless the Allocable Shares shall have already been distributed to
Lauder, it will deliver to Lauder within 90 days of the date hereof an
irrevocable Proxy of the same tenor as this Proxy so authorizing Lauder to vote
the Allocable Shares, describing the Allocable Shares with particularity and
specifying their number.
Dated this 2nd day of September, 1997
LAUDER GASPAR VENTURES LLC
By: Bukfenc LLC General Partner
By: /s/ Andrew Gaspar
-----------------
Name: Andrew Gaspar
14
<PAGE>
Exhibit 4
IRREVOCABLE PROXY
WHEREAS, R.S. Lauder, Gaspar & Co., L.P. (the "Partnership") is the record
holder of 7,592,572 shares (the "Partnership Shares") of Class B Common Stock,*
par value $.01 per share, of RSL Communications, Ltd.. a Bermuda corporation
(the "Company");
WHEREAS, by virtue of his partnership interests in the Partnership Ronald
S. Lauder ("Lauder") is the beneficial owner of certain of the Partnership
Shares (the "Allocable Shares");
WHEREAS, it is not practical to determine the precise number of the
Allocable Shares; and
WHEREAS, the Partnership for good and sufficient consideration wishes to
grant to Lauder an irrevocable proxy with respect to the Allocable Shares;
NOW, THEREFORE, in consideration of the premises, the Partnership hereby
appoints Ronald S. Lauder as the Partnership's proxy with respect to the
Allocable Shares and hereby authorizes him to vote such shares at any and all
meetings of the Members of the Company. This proxy is coupled with an interest
and is irrevocable. The Partnership hereby agrees that it will deliver to Lauder
within 90 days of the date hereof (unless the Allocable Shares have been already
distributed to him) an irrevocable Proxy of the same tenor as this Proxy so
authorizing Lauder to vote the Allocable Shares, describing such Allocable
Shares with particularity and specifying their number.
Dated this 2d day of September, 1997
R.S. LAUDER, GASPAR & CO., L.P.
By: Bukfenc Inc, General Partner
By: /s/ Andrew Gaspar
-----------------
Name: Andrew Gaspar
* including 7,170,442 shares of Preferred Stock convertible into Class B
Common Stock
15
