-----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, NkMoW3gPWGO3i+C873DEGlbGitPFChrQ4ckQTCbwJosjeFMgaz1yvWRDb4ETCx+W 3saTEa+Hn4vuKwad2Y7mVQ== 0000909518-01-000328.txt : 20010327 0000909518-01-000328.hdr.sgml : 20010327 ACCESSION NUMBER: 0000909518-01-000328 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010316 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010326 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-23139 FILM NUMBER: 1578541 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 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2001 RSL Communications, Ltd. ----------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Bermuda 333-25749 N/A ---------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification Number) Clarendon House Church Street Hamilton HM CX Bermuda ---------------------------------------------------------------------------- (Address of principal executive offices) (441) 295-2832 ---------------------------------- (Registrant's telephone number) 68817.0004 ITEM 3. BANKRUPTCY OR RECEIVERSHIP -------------------------- On March 19, 2001, RSL Communications, Ltd., a Bermuda corporation (the "Company") announced that insolvency proceedings were commenced in the Supreme Court of Bermuda. On such date, Peter Spratt, Randall Eisenberg and Peter Mitchell, partners of PricewaterhouseCoopers, were appointed Joint Provisional Liquidators of the Company by the Bermuda court. A petition to commence an ancillary proceeding under section 304 of the U.S. Bankruptcy Code for the Company has been filed in U.S. Bankruptcy Court for the Southern District of New York. The Company maintains executive offices in New York City. In the Supreme Court of Bermuda, the winding-up proceeding for the Company is case number is 2001:98. The case number for the Section 304 proceeding referred to above is 01-11506 (ALG). On March 19, 2001, RSL Communications PLC and RSL COM Europe Ltd., subsidiaries of the Company initiated insolvency proceedings in the London High Court, Chancery Division, Companies Court. That process will be administered by Joint Administrators who were appointed by the London Court. Peter Spratt, Neville Kahn and Steven Pearson, partners in PricewaterhouseCoopers, have been appointed Joint Administrators in the London proceedings. The RSL Communications PLC proceedings are number 001918 of 2001 and the RSL COM Europe Ltd. proceedings are number 001917 of 2001. In addition, on March 16, 2001, RSL COM U.S.A., Inc., the principal operating subsidiary of the Company in the United States and its subsidiary, RSL COM Primecall, Inc., filed to reorganize under Chapter 11 of the U.S. Bankruptcy Code in U.S. Bankruptcy Court in the Southern District of New York. The case number for RSL COM U.S.A., Inc. is 01-11469 (ALG) and the case number for RSL COM Primecall, Inc. is 01-11457-(ALG). In connection therewith, the Company issued a press release, a copy of which is attached hereto as exhibit 99.1 and is incorporated herein by reference. In addition, RSL COM U.S.A., Inc. issued a press release, a copy of which is attached hereto as exhibit 99.2 and is incorporated herein by reference ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- 99.1 Press release dated March 19, 2001. 99.2 Press release dated March 16, 2001 2 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RSL COMMUNICATIONS, LTD. Date: March 22, 2001 By /s/ Peter Spratt ---------------------------------------- Name: Peter Spratt Title: Joint Provisional Liquidator 3 Exhibit Index ------------- 99.1 Press Release dated March 19, 2001. 99.2 Press Release dated March 16, 2001. 4 EX-99 2 0002.txt 99.1 EXHIBIT 99.1 For Immediate Release RSL Communications, Ltd. Commences Insolvency Proceeding in Bermuda RSL Communications PLC, RSL COM Europe Ltd. Commence Insolvency Proceedings in England Hamilton, Bermuda - March 19, 2001 - RSL Communications, Ltd. (OTC: RSLCF) announced that insolvency proceedings were commenced in the Supreme Court of Bermuda today. The Bermuda proceeding could result in either a restructuring of the Company's obligations or the sale of its assets. Joint Provisional Liquidators were appointed by the Bermuda Court to oversee the process. At the same time, the Company announced that its wholly owned, non-operating subsidiary, RSL Communications PLC, and its indirect subsidiary, RSL COM Europe Ltd., initiated insolvency proceedings in the London High Court. That process will be administered by Joint Administrators who were appointed by the London Court. Other than in the U.S., the business and operations of the operating subsidiaries are not involved in any formal insolvency or reorganization proceedings, and all are continuing to provide ongoing services to customers. RSL COM U.S.A., Inc., the principal operating subsidiary in the U.S. and its subsidiary RSL COM Primecall, Inc., filed to reorganize under Chapter 11 of the U.S. Bankruptcy Code on March 16, 2001 in U.S. Bankruptcy Court in the Southern District of New York. In a related announcement, the Company said that a petition to commence an ancillary proceeding under section 304 of the U.S. Bankruptcy Code has been filed in U.S. Bankruptcy Court for the Southern District of New York. RSL Communications Ltd. maintains executive offices in New York City. The Company said that Peter Spratt, Randall Eisenberg and Peter Mitchell, partners of PricewaterhouseCoopers, have been appointed Joint Provisional Liquidators in the Bermuda proceedings. Similarly, Peter Spratt, Neville Kahn and Steven Pearson, also partners in PricewaterhouseCoopers, have been appointed Joint Administrators in the London proceedings. RSL Communications, Ltd., is a facilities-based communications company that provides a broad range of data/internet, voice and value-added product and service solutions to small- and medium-sized businesses in selected markets worldwide. This press release contains forward-looking statements within the meaning of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those set forth in such statements. Factors which may affect actual results include, but are not limited to, the impact of the insolvency proceedings involving the Company and certain of its direct and indirect subsidiaries, the Company's limited liquidity, capital requirements, general economic factors, the impact of rapid industry changes, increased competition, pricing pressures, government regulation, the ability to find potential buyers of assets with sufficient financing, the ability to consummate asset sales on a timely basis, including obtaining necessary governmental and other third party consents, as well as other risks referenced from time to time in the Company's filings with the Securities and Exchange Commission. For a detailed discussion of these and other risk factors, please refer to the Company's filings with the SEC, including the Company's Form 10-K for the fiscal year ended December 31, 1999 and the Company's registration statement on Form S-4 filed with the Securities and Exchange Commission in July 2000. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. The Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. EX-99 3 0003.txt 99.2 EXHIBIT 99.2 Contact: Cynthia Woodyard Sr. Director, Marketing and Communications RSL COM U.S.A., Inc. 412-244-6690 Morgen-Walke Associates, Inc. Scot Hoffman 212-850-5600 RSL COM U.S.A., INC. TO REORGANIZE UNDER CHAPTER 11 OF U.S. BANKRUPTCY CODE PITTSBURGH, PA - March 16, 2001 - RSL COM U.S.A., Inc., an indirect wholly owned subsidiary of RSL Communications, Ltd. (OTC: RSLCF), announced today that it has filed a voluntary petition for reorganization pursuant to the provisions of Chapter 11 of the U.S. Bankruptcy Code in the Southern District of New York. Prior to the filing, the company announced layoffs of 137 employees nationwide, effective immediately. "Upon evaluating the mix of RSL COM U.S.A. businesses, we have decided to focus on our core Enterprise business, where we have a solid set of data-centric communication services, long-standing customer relationships, and an operating structure that enabled it to end 2000 in a positive EBITDA position excluding one-time extraordinary adjustments," said Mike Marino, President and Chief Executive Officer. "Given the scarcity of capital and the realities of the rapidly changing marketplace, however, we are taking the steps necessary to make RSL COM U.S.A. a self-sustaining and thus stronger business. We are divesting our non-strategic assets, having already sold our prepaid calling card business. We are also negotiating with prospective buyers of our wholesale telecommunications business." RSL COM U.S.A. is a Networked Applications Management provider of high quality application and communication services with superior customer care. The company offers end-to-end solutions that include Intranet/Extranet connectivity, application hosting, data storage and database management services in addition to a full mix of long distance voice services. For additional information about RSL COM U.S.A., visit the company's Web site at www.rslusa.com. RSL Communications, Ltd. is a worldwide facilities-based communications company that provides a broad range of data and Internet, voice and value-added service solutions primarily to small and medium sized businesses and residential customers in selected markets around the globe. Through its subsidiary, Deltathree.com, Ltd. also owns and operates a privately managed Internet Protocol telephone network with 71 points of presence in 36 countries. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the company's Safe Harbor Compliance Statement for Forward-looking Statements included in the company's recent filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----