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)
EL/RSLG Media, Inc.
767 Fifth Avenue
New York, New York 10153
Attn.: Ronald S. Lauder
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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 [ ].
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 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EL/RSLG Media, Inc.
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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 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
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF
1,786,350 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
1,786,350 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
1,786,350 shares of Class B Common Stock
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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)
13.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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.
Item 2. Identity and Background.
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(a) This statement is being filed by EL/RSLG Media, Inc., a Delaware
corporation ("EL/RSLG"). Fifty-percent of the common stock of EL/RSLG is owned
by The 1995 Estee Lauder RSL Trust, of which Ronald S. Lauder is a co-trustee
and beneficiary and 50% of the common stock of EL/RSLG is owned by The 1995
Estee Lauder LAL Trust, of which Leonard A. Lauder is a co-trustee and
beneficiary (collectively, referred to herein as the "Trusts"). EL/RSLG, Ronald
S. Lauder, Leonard A. Lauder and the Trusts do not constitute a "group" within
the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934.
(b) The principal business address of EL/RSLG, Ronald S. Lauder, Leonard A.
Lauder and the Trusts is 767 Fifth Avenue, New York, New York 10153.
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. Ronald S.
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.
Leonard A. Lauder has been a director of the Issuer since March 1997.
Leonard A. Lauder is a principal shareholder and has served as Chief Executive
Officer of Estee Lauder since 1982 and as President of Estee Lauder from 1972
until 1995. He became Chairman of the Board of Directors of Estee Lauder in
1995. He has been a director of Estee Lauder since 1958.
Each of Estee Lauder's, Clinique's and Estee International's offices is
located at 767 Fifth Avenue, New York, New York 10153.
(c) EL/RSLG is engaged in the business of holding investments.
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(d) During the past five years, none of EL/RSLG, Ronald S. Lauder, Leonard
A. Lauder or the Trusts has been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors.
(e) During the past five years, none of EL/RSLG, Ronald S. Lauder, Leonard
A. Lauder or the Trusts has 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 and Leonard A. Lauder are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
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On March 20, 1998, R.S. Lauder, Gaspar & Co., L.P. ("RSLAG"), a New York
limited partnership, distributed 16,366,325 shares of Class B Common Stock to
its partners, on a pro rata basis (the "Distribution"). EL/RSLG is a partner of
RSLAG and as a result of the Distribution, received 1,786,350 shares of Class B
Common Stock. The Distribution by RSLAG to its partners 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, EL/RSLG as a result of the Distribution and are held by EL/RSLG
for investment purposes. None of EL/RSLG, Ronald S. Lauder, Leonard A. Lauder or
the Trusts has 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, EL/RSLG owns beneficially 1,786,350 shares of
Class B Common Stock, or approximately 13.6% of the outstanding Class A Common
Stock, assuming that only EL/RSLG 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.
(b) EL/RSLG has the sole power to vote or dispose of 1,786,350 shares of
Class B Common Stock.
(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: (i) each of Ronald S. Lauder, Richard
D. Parsons and
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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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
- ------- with Respect to Securities of the Issuer.
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Each of Ronald S. Lauder, Leonard A. Lauder and RSLAG has executed a
lock-up agreement, dated October 6, 1997, which lock-up agreements provide that
each of them is 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 Ronald S. Lauder,
Leonard A. Lauder or RSLAG for a period of 180 days from October 6, 1997.
Item 7. Material to be Filed as Exhibits.
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1. Form of lock-up agreement.
SIGNATURE
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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
EL/RSLG Media, Inc.
The Estee Lauder RSL Trust
By /s/Ronald S. Lauder
--------------------
Name: Ronald S. Lauder
Title: Trustee
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EXHIBIT INDEX
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Exhibit 1 -- Form of lock-up agreement.
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<PAGE>
Lock-Up Agreement Exhibit 1
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.
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<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.
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(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:
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