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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)(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)
December 23, 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(e), 13d-1(f) OR 13d-1(g), check the
following box . / /
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6)
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(1) 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 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 6
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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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7 SOLE VOTING POWER
NUMBER OF
13,885,921 (See Item 5.)
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY
2,721,869 (See Item 5.)
OWNED BY
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9 SOLE DISPOSITIVE POWER
EACH
13,885,921 (See Item 5.)
REPORTING
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10 SHARED DISPOSITIVE POWER
PERSON
2,721,869 (See Item 5.)
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,607,790 (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)
38.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
Cusip No. G7702U 10 2 Page 3 of 6
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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*
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
9,496,295 (See Item 5.)
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
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9 SOLE DISPOSITIVE POWER
EACH
9,496,295 (See Item 5.)
REPORTING
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10 SHARED DISPOSITIVE POWER
PERSON
None
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,496,295 (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)
26.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 2 amends the Schedule 13D filed by the Reporting
Persons with the Securities and Exchange Commission on August 6, 1998
("Amendment No. 1"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration.
On December 23, 1998, R.S. Lauder, Gaspar & Co., L.P.
("RSLAG"), a Delaware limited partnership, of which RSL Investments Corporation
is a limited partner, distributed 261,407 shares of Class B Common Stock to its
partners on a pro-rata basis (the "RSLAG Distribution"). No cash or other
consideration was paid by the recipients of the shares in connection with the
RSLAG distribution..
On December 24, 1998, Lauder Gaspar Ventures LLC ("LGV"), a
New York limited liability company, of which Ronald S. Lauder is a member,
distributed 909,090 shares of Class B Common Stock to its members on a pro-rata
basis (the "LGV Distribution," and together with the RSLAG Distribution, the
"Distributions"). No cash or other consideration was paid by the recipients of
the shares in connection with the LGV Distribution. Ronald S. Lauder had
previously included all of the shares of Class B Common Stock owned by LGV in
Amendment No. 1.
Item 4. Purpose of Transaction.
Pursuant to the liquidation of each of RSLAG and LGV, the
shares of Class B Common Stock were distributed on a pro-rata basis to RSLAG's
limited partners and LGV's members, respectively. Such shares are held by the
limited partners and members for investment purposes. The limited partners and
the members 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) As of the date hereof, Ronald S. Lauder beneficially owned (i)
16,146,527 shares of the Issuer's Class B Common Stock (which consists of
3,476,275 shares of Class B Common Stock held directly by him prior to the LGV
Distribution and 452,088 additional shares of Class B Common Stock held
directly by Mr. Lauder as a result of the LGV Distribution, 9,348,563 shares of
Class B Common Stock held by RSL Investments Corporation prior to the RSLAG
Distribution and 147,732 additional shares of Class B Common Stock held by it
as a result of the RSLAG Distribution, 907,290 shares of Class B Common Stock
held by RAJ Family Partners, L.P., a Georgia limited partnership, of which Mr.
Lauder is a limited partner and a shareholder of the general partner, 1,814,579
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), (ii) 459,900 shares of Class B Common Stock issuable upon
the exercise of warrants and (iii) 1,363 shares of Class A Common Stock
issuable upon the exercise of options. This represents 38.5% 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
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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 and exercised his option to purchase shares of the Issuer's Class A
Common Stock, based on 26,512,548 shares of Class A Common Stock outstanding as
reported by the Issuer.
As of the date hereof, RSL Investments Corporation
beneficially owned 9,496,295 shares of the Issuer's Class B Common Stock or
approximately 26.4% 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 26,512,548 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 EL/RSLG Media,
Inc. and RAJ Family Partners, L.P.
(b) Mr. Lauder has the sole power to vote or dispose of an aggregate
of 13,885,921 shares of Class A Common Stock and 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 1,814,579
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 907,290 shares of
Class B Common Stock owned by RAJ Family Partners, L.P.
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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: December 30, 1998
By /s/ Ronald S. Lauder
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Ronald S. Lauder
RSL Investments Corporation
By /s/ Ronald S. Lauder
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Name: Ronald S. Lauder
Title: President
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