-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QJTkpmLb+gikonVtgho5JeaOeVOFlVai2BCisO+h5IReKeoDgX6nO6P+DT8MBH/Y 5EHgil1nwAlX+kdZ0cARLg== /in/edgar/work/20000818/0000889812-00-003576/0000889812-00-003576.txt : 20000922 0000889812-00-003576.hdr.sgml : 20000922 ACCESSION NUMBER: 0000889812-00-003576 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RSL COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001036297 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52435 FILM NUMBER: 705266 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE CHURCH ST STREET 2: HAMILTON HM CX BERMUDA BUSINESS PHONE: 4412952832 MAIL ADDRESS: STREET 1: CLARENDON HOUSE CHRUCH ST STREET 2: HAMILTON HM C BERMUDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAUDER RONALD S CENTRAL INDEX KEY: 0000942617 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STE 4200 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 0001.txt AMENDMENT NO. 3 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). 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 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 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 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 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). EXHIBIT INDEX ------------- Exhibit 1 -- Joint Filing Agreement, dated August 17, 2000, among Ronald S. Lauder, RSL Capital LLC and RSL Investments Corporation. 10 EX-99.1 2 0002.txt JOINT FILING AGREEMENT EXHIBIT 1 --------- JOINT FILING AGREEMENT The undersigned hereby agree, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, to file a joint statement on Schedule 13D and amendments thereto pertaining to their beneficial ownership of shares of RSL Communications, Ltd. This agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto. This agreement may be executed in any number of counterparts, each of which constitutes an original, but all of which together constitute one instrument. Dated: August 17, 2000 RONALD S. LAUDER /s/ 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 -----END PRIVACY-ENHANCED MESSAGE-----