UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
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 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 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).
<PAGE>
SCHEDULE 13D
Cusip No. G7702U 10 2 Page 2 of 7
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Ronald S. Lauder
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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
15,657,035 (see Item 5)
SHARES -------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,721,869 (see Item 5)
OWNED BY -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
15,657,035 (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
18,378,904 (see Item 5)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
HC, IN
--------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
Cusip No. G7702U 10 2 Page 3 of 7
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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
10,421,295 (see item 5)
SHARES -------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
10,421,295 (see item 5)
REPORTING -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
None
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,421,295 (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)
15.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
HC, CO
--------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
Cusip No. G7702U 10 2 Page 4 of 7
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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)
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 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)
14.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
Cusip No. G7702U 10 2 Page 5 of 7
This Amendment No. 4 amends the Schedule 13D dated April 23, 1998 and filed by
Ronald S. Lauder and RSL Investments Corporation with the Securities and
Exchange Commission (the "Commission") on April 27, 1998, as amended and
supplemented by Amendment No. 1 to Schedule 13D dated August 5, 1998 and filed
with the Commission on August 6, 1998, Amendment No. 2 to Schedule 13D dated
December 30, 1998 and filed with the Commission on January 7, 1999, and
Amendment No. 3 to Schedule 13D dated August 17, 2000 and filed with the
Commission on August 18, 2000 (as amended, the "Schedule 13D"), relating to the
Class A Common Stock of RSL Communications, Ltd., a Bermuda exempted company
(the "Issuer"). The Issuer maintains 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 the Reporting Persons, among
others, are held by the Reporting Persons for investment purposes. 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) 3,268,264
shares of Class A Common Stock held directly by Mr. Lauder, (ii) 925,000 shares
of Class A Common Stock held by RSL Capital LLC, (iii) 9,496,295 shares of Class
A Common Stock held by RSL Investments Corporation, (iv) 907,290 shares of Class
A 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, (v) 1,814,579 shares of Class A 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%, (vi) 1,959,900 shares of Class A Common
Stock issuable upon the exercise of warrants held directly by Mr. Lauder, and
(vii) 7,576 shares of Class A Common Stock issuable upon the exercise of options
held directly by Mr. Lauder. This represents 27.2% of the outstanding Class A
Common Stock, assuming that Mr. Lauder exercised his warrants and options to
purchase shares of Class A Common Stock, based on 65,633,941 shares of Class A
Common Stock actually outstanding as reported by the Issuer.
Mr. Lauder disclaims beneficial ownership of some of the shares owned by
RAJ Family Partners, L.P. and EL/RSLG Media, Inc.
As of the date hereof, RSL Capital LLC beneficially owned (i) 9,496,295
shares of Class A Common Stock held by RSL Investments Corporation and (ii)
925,000 shares of Class A Common Stock held directly by RSL Capital LLC. This
represents approximately 15.9% of the outstanding Class A Common Stock, based on
65,633,941 shares of Class A Common Stock actually outstanding as reported by
the Issuer.
<PAGE>
SCHEDULE 13D
Cusip No. G7702U 10 2 Page 6 of 7
As of the date hereof, RSL Investments Corporation beneficially owned
9,496,295 shares of Class A Common Stock held directly by it. This represents
approximately 14.5% of the outstanding Class A Common Stock, based on 65,633,941
shares of Class A Common Stock actually outstanding as reported by the Issuer.
(b) Mr. Lauder has the sole power to vote or to direct the vote of, and to
dispose or to direct the disposition of, 15,657,035 shares of Class A 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 A 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 A Common Stock held by RAJ Family Partners, L.P. and
of 1,814,579 shares of Class A 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, 10,421,295 shares of Class A Common
Stock, which includes its power to direct the vote and the disposition of the
shares of Class A 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 A 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 the sale of, the 1,814,579
shares of Class A 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 A Common
Stock held by RAJ Family Partners, L.P.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement, dated January 5, 2001, among Ronald S. Lauder, RSL
Capital LLC and RSL Investments Corporation.
<PAGE>
SCHEDULE 13D
Cusip No. G7702U 10 2 Page 7 of 7
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: January 5, 2001
/s/ Ronald S. Lauder
-----------------------------
Ronald S. Lauder
RSL Capital LLC
By /s/ Ronald S. Lauder
--------------------------
Name: Ronald S. Lauder
Title: Sole Member
RSL Investments Corporation
By /s/ Ronald S. Lauder
--------------------------
Name: Ronald S. Lauder
Title: Chairman
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 January 5, 2001, among Ronald S.
Lauder, RSL Capital LLC and RSL Investments Corporation.
