<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
Ronald S. Lauder
c/o RSL Investments Corporation
767 Fifth Avenue
New York, New York 10153
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7, 2000
-----------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other
parties to whom copies are to be sent.
*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 10
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Ronald S. Lauder
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO (See Item 3.)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
14,159,535 (see Item 5)
SHARES --------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,721,869 (see Item 5)
OWNED BY --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
14,159,535 (see Item 5)
REPORTING --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
2,721,869 (see Item 5)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,881,404 (see Item 5)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
HC, IN
--------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
Cusip No. G7702U 10 2 Page 3 of 10
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
RSL Capital LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO (see Item 3)
--------------------------------------------------------------------------------
5 CHECK 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
10,423,795 (see item 5)
SHARES --------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
10,423,795 (see item 5)
REPORTING --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
None
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,376,295 (see item 5)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
HC, CO
--------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
Cusip No. G7702U 10 2 Page 4 of 10
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
RSL Investments Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
9,496,295 (see item 5)
SHARES --------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
9,496,295 (see item 5)
REPORTING --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
None
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,496,295 (see item 5)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
<PAGE>
This Amendment No. 3 amends the Schedule 13D dated April 23, 1998 and filed by
Ronald S. Lauder and RSL Investments Corporation with the Securities and
Exchange Commission on April 27, 1998, as amended and supplemented by Amendment
No. 1 to Schedule 13D dated August 5, 1998 and Amendment No. 2 to Schedule 13D
dated December 30, 1998 (as amended, the "Schedule 13D"), relating to the Class
A common shares, par value $.00457 per share (the "Class A Common Stock"), of
RSL Communications, Ltd., a Bermuda exempted company (the "Issuer"). Capitalized
terms used herein and not otherwise defined herein have the meanings ascribed to
these terms in the Schedule 13D.
Item 2. Identity and Background
(a) This statement is being filed by Ronald S. Lauder, RSL Capital LLC,
a New York limited liability company wholly owned by Mr. Lauder, and RSL
Investments Corporation, a Delaware corporation wholly owned by RSL Capital LLC
(together, the "Reporting Persons"). The Reporting Persons are making this
single, joint filing.
(b) The principal business and office 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.
Each of RSL Capital LLC and RSL Investments Corporation is engaged in
the business of managing investments.
(d) During the past five years, none of the Reporting Persons has been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the past five years, none of the Reporting Persons 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 it 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.
5
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
During the period from August 7 through August 17, 2000, RSL Capital
LLC purchased an aggregate 927,500 shares of Class A Common Stock for a total
consideration of $4,945,338. The source of the funds used in making the
purchases was cash received as a capital contribution from Ronald S. Lauder, the
sole member of RSL Capital LLC. Mr. Lauder made the capital contribution from
cash on hand.
Item 4. Purpose of Transaction
The purpose of the purchases described in item 3 was to increase the
investment of Mr. Lauder and RSL Capital LLC in the Issuer. The Reporting
Persons have no current plans or proposals which relate to or would result in
any of the matters described in paragraphs (a) through (j) of item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Mr. Lauder beneficially owned (i) 15,481,527
shares of Class B Common Stock, consisting of 3,263,363 shares of Class B Common
Stock held directly by him, 9,496,295 shares of Class B Common Stock held by RSL
Investments Corporation, 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 (of which trust Mr. Lauder is a trustee and the beneficiary) owns 50%,
(ii) 459,900 shares of Class B Common Stock issuable upon the exercise of
warrants held directly by Mr. Lauder, (iii) 4,901 shares of Class A Common Stock
held directly by Mr. Lauder, (iv) 927,500 shares of Class A Common Stock held by
RSL Capital LLC and (v) 7,576 shares of Class A Common Stock issuable upon the
exercise of options held directly by Mr. Lauder. This represents 33.6% of the
outstanding Class A Common Stock, assuming that only Mr. Lauder and the entities
referred to in this paragraph 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 Class B Common Stock and then converted those shares of
Class B Common Stock into shares of Class A Common Stock and exercised his
options to purchase shares of Class A Common Stock, based on 34,230,837 shares
of Class A Common Stock actually outstanding as reported by the Issuer.
As of the date hereof, RSL Capital LLC beneficially owned (i) 9,496,295
shares of Class B Common Stock held by RSL Investments Corporation and (ii)
927,500 shares of Class A Common Stock held directly by RSL Capital LLC. This
represents approximately 23.8% 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 34,230,837 shares of Class A
Common Stock actually outstanding as reported by the Issuer.
As of the date hereof, RSL Investments Corporation beneficially owned
9,496,295 shares of Class B Common Stock held directly by it. This represents
approximately 21.7% of the
6
<PAGE>
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 34,230,837 shares of Class A Common Stock actually 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 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 to direct the vote of, and
to dispose or to direct the disposition of, 14,159,535 shares of Class A Common
Stock and Class B Common Stock, which includes his power to vote or to direct
the vote of, and to dispose or to direct the disposition of, the shares of Class
B Common Stock held by RSL Investments Corporation and the shares of Class A
Common Stock held by RSL Capital LLC. Mr. Lauder has shared power to direct the
vote and the disposition of 907,290 shares of Class B Common Stock held by RAJ
Family Partners, L.P. and of 1,814,579 shares of Class B Common Stock held by
EL/RSLG Media, Inc.
RSL Capital LLC has the sole power to vote or to direct the vote of,
and to dispose or to direct the disposition of, 10,423,795 shares of Class A
Common Stock and Class B Common Stock, which includes its power to direct the
vote and the disposition of the shares of Class B Common Stock held by RSL
Investments Corporation.
RSL Investments Corporation has the sole power to vote and dispose of
9,496,295 shares of Class B Common Stock.
(c) RSL Capital LLC, which after its organization on May 15, 1998
received all of the outstanding shares of capital stock of RSL Investments
Corporation as a capital contribution from Mr. Lauder, purchased 200,000 shares
of Class A Common Stock for an average price per share of $4.83 on August 7,
2000, 200,000 shares of Class A Common Stock for an average price per share of
$5.64 on August 8, 2000, 410,000 shares of Class A Common Stock for an average
price per share of $5.68 on August 9, 2000, 25,000 shares of Class A Common
Stock for an average price per share of $5.18 on August 10, 2000, 35,000 shares
of Class A Common Stock for an average price per share of $4.89 on August 11,
2000, 10,000 shares of Class A Common Stock for an average price per share of
$4.50 on August 14, 2000, and 47,500 shares of Class A Common Stock for an
average price per share of $3.72 on August 17, 2000. The acquisitions were
effected as open-market purchases on the Nasdaq stock market.
The description of beneficial ownership in item 5(a) also gives effect
to the following transactions by Mr. Lauder: the conversion of 500,000 shares of
Class B Common Stock for the same number of shares of Class A Common Stock on
September 2, 1999, the exchange of 165,000 shares of Class A Common Stock for
interests in a limited partnership holding a portfolio of securities on
September 8, 1999, the conversion of 165,000 shares of Class B Common Stock for
the same number of shares of Class A Common Stock on October 20, 1999 and the
exchange of 500,000 shares of Class A Common Stock for interests in this limited
partnership on October 22, 1999. None of the Reporting Persons has power to vote
or to direct the vote of, or to dispose or to direct the disposition of, any of
the securities held by this limited
7
<PAGE>
partnership. The purpose of these transactions was to diversify Mr. Lauder's
investment portfolio.
(d) The following persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds of the sale of, the
1,814,579 shares of Class B Common Stock held 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 held by RAJ Family Partners, L.P.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Persons or between the Reporting
Persons and any person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement, dated August 17, 2000, among Ronald S. Lauder,
RSL Capital LLC and RSL Investments Corporation.
8
<PAGE>
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.
Dated: August 17, 2000
/s/ RONALD S. LAUDER
-----------------------------------
Ronald S. Lauder
RSL Capital LLC
By /s/ JACOB Z. SCHUSTER
--------------------------------
Name: Jacob Z. Schuster
Title: President
RSL Investments Corporation
By /s/ JACOB Z. SCHUSTER
--------------------------------
Name: Jacob Z. Schuster
Title: President
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
<PAGE>
EXHIBIT INDEX
-------------
Exhibit 1 -- Joint Filing Agreement, dated August 17, 2000, among Ronald S.
Lauder, RSL Capital LLC and RSL Investments Corporation.
10
