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.
(Name of Issuer)
CLASS A COMMON SHARES, PAR VALUE $.00457 PER SHARE
(Title of Class of Securities)
G7702U 10 2
(Cusip Number)
EL/RSLG Media, Inc.
767 Fifth Avenue
New York, New York 10153
Attn.: Ronald S. Lauder
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 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 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.
* 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 page shall not be deemed to be
"filed" for the purposes 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 5
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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 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
Delaware
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7 SOLE VOTING POWER
NUMBER OF
1,814,579 (See Item 5.)
SHARES -------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
1,814,579 (See Item 5.)
REPORTING -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,814,579 (See Item 5.)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
CUSIP No.: G7702U 10 2 Page 3 of 5
This Amendment No. 1 amends the Schedule 13D dated April 23, 1998 and filed by
EL/RSLG Media Inc. ("EL/RSLG") with the Securities and Exchange Commission on
April 27, 1998 (as amended, the "Schedule 13D") relating to Class A Common
Shares, par value $.00457 per share (the "Class A Common Stock"), of RSL
Communications, Ltd. (the "Issuer"), a Bermuda company. The Issuer maintains
executive offices at 810 Seventh Avenue, 39th Floor, New York, New York 10019.
Capitalized terms used herein without definition have the meanings set forth in
the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
On December 29, 2000, all of the outstanding Class B common shares, par
value $.00457 per share (the "Class B Common Stock") of the Issuer were
converted in accordance with their terms into an identical number of shares of
Class A Common Stock for no consideration.
Item 4. Purpose of Transaction.
The shares of Class A Common Stock received by EL/RSLG, among others, are
held by EL/RSLG for investment purposes. EL/RSLG has no 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, EL/RSLG owns beneficially 1,814,579 shares of
Class A Common Stock, or approximately 2.8% of the outstanding Class A Common
Stock, based on 65,633,941 shares of Class A Common Stock outstanding as
reported by the Issuer.
(b) EL/RSLG has the sole power to vote and dispose of 1,814,579 shares of
Class B Common Stock.
(c) The description of beneficial ownership in item 5(a) and 5(b) gives
effect to the conversion of all outstanding shares of Class B Common Stock for
an identical number of Shares of Class A Common Stock on December 29, 2000.
(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 A Common Stock owned by EL/RSLG: (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.
<PAGE>
SCHEDULE 13D
CUSIP No.: G7702U 10 2 Page 4 of 5
(e) On December 29, 2000, as a result of the conversion of outstanding
Class B Common Stock to Class A Common Stock, EL/RSLG ceased to own more than 5%
of the Class A Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No.: G7702U 10 2 Page 5 of 5
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: January 5, 2001
EL/RSLG Media, Inc.
By /s/ Ronald S. Lauder
-----------------------------------
Name: Ronald S. Lauder
Title: Vice President and Secretary
