-----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, OG0mfZcH4Spe76vX3+MapQGBtU6x6nd+JLVyxnkcFCfjuJ9v9rHrRLLjBJZA3bnh SiymvuUAOBm2pC8iOzJ6gw== 0000891554-01-000047.txt : 20010122 0000891554-01-000047.hdr.sgml : 20010122 ACCESSION NUMBER: 0000891554-01-000047 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 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: 1503468 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 d24383_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. 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) RAJ Family Partners, L.P. 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 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 4 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) RAJ Family Partners, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 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 Georgia - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 907,290 SHARES ------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 907,290 REPORTING ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 907,290 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No.: G7702U 10 2 Page 3 of 4 This Amendment No. 1 amends the Schedule 13D dated April 23, 1998 and filed by RAJ Family Partners, L.P. ("RAJ") with the Securities 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. Item 3. Source and Amount of Funds or Other Consideration. On December 29, 2000 all of the outstanding shares of Class B Common Stock, par value $.00457 (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 are held by RAJ for investment purposes. RAJ 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, RAJ owns beneficially 907,290 shares of Class A Common Stock, or approximately 1.4% 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) RAJ has the sole power to vote and dispose of 907,290 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) Each of the managing general partner and other partners of RAJ 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 owned by RAJ. (e) On December 29, 2000, as a result of the conversion of outstanding Class B Common Stock to Class A Common Stock, RAJ ceased to own more than 5% of the Class A Common Stock. SCHEDULE 13D CUSIP No.: G7702U 10 2 Page 4 of 4 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 RAJ Family Partners, L.P. By: RAJ Family Corporation By: /s/ Ronald S. Lauder --------------------------- Name: Ronald S. Lauder Title: President -----END PRIVACY-ENHANCED MESSAGE-----