-----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, R7fukTfgbrS9UFTj+/Si8R2ibg+Hjx3ty407t5uwos5IeKpZxYTO+JQBLXj8ss9M Do7EYpK4Nygt3R6ZYsTmqw== 0000891554-01-000046.txt : 20010122 0000891554-01-000046.hdr.sgml : 20010122 ACCESSION NUMBER: 0000891554-01-000046 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RSL COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001036297 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52435 FILM NUMBER: 1503467 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 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 1 d24380_sc13d.txt SCHEDULE 13D 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). SCHEDULE 13D Cusip No. G7702U 10 2 Page 2 of 7 - -------------------------------------------------------------------------------- 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 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 - -------------------------------------------------------------------------------- SCHEDULE 13D Cusip No. G7702U 10 2 Page 3 of 7 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- SCHEDULE 13D Cusip No. G7702U 10 2 Page 4 of 7 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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. 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. 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). EXHIBIT INDEX Exhibit 1 -- Joint Filing Agreement, dated January 5, 2001, among Ronald S. Lauder, RSL Capital LLC and RSL Investments Corporation. EX-1 2 d24380_ex-1.txt JOINT FILING AGREEMENT 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: January 5, 2001 RONALD S. LAUDER /s/ 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 -----END PRIVACY-ENHANCED MESSAGE-----