SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
Vialog Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92552X106
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut 06836-2571,
Tel: (203) 862-8000 Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 29, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
(Continued on the Following Pages)
(Page 1 of 11 Pages)
<PAGE>
Page 11 of 11
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma International L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
347,384
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
347,384
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,384
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
European Merger Fund L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
143,170
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
143,170
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,170
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Longitude Management Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
143,170
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
143,170
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,170
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Donald Sussman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
490,554
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
490,554
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
490,554
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a). Name of Issuer:
Vialog Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
32 Crosby Drive
Bedford, Massachusetts 01730
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are: Paloma
International L.P., a Delaware limited partnership ("Paloma"), European Merger
Fund L.P., a Bermuda limited partnership ("European"), Longitude Management
Corp., a Delaware corporation ("Longitude"), and S. Donald Sussman
(collectively, the "Reporting Persons").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address for Paloma, Longitude and Mr. Sussman is 2
American Lane, Greenwich, Connecticut 06836-2571. The principal place of
business for European is c/o MQ Services Ltd., 44 Church Street, Hamilton HM 12,
Bermuda.
Item 2(c). Citizenship:
Paloma is a Delaware limited partnership, European is a Bermuda limited
partnership, Longitude is a Delaware corporation and Mr. Sussman is a citizen of
the United States.
Item 2(d). Title of Class of Securities
Common Stock ("Common Stock").
Item 2(e). CUSIP Number: 92552X106
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
<PAGE>
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own an aggregate of 490,554
shares of Common Stock.
(b) Percent of class:
Paloma's beneficial ownership of 347,384 shares of Common
Stock constitutes 3.6% of all of the outstanding shares of
Common Stock.
Each of European's and Longitude's beneficial ownership of
143,170 shares of Common Stock constitutes 1.5% of all of the
outstanding shares of Common Stock.
S. Donald Sussman's beneficial ownership of 490,554 shares of Common Stock
constitutes 5.0% of all of the outstanding shares of Common Stock.
Together, the Reporting Persons have beneficial ownership of
an aggregate of 5.0% of all of the outstanding shares of
Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Paloma has the sole power to vote or direct the vote of
347,384 shares of Common Stock.
Each of European and Longitude has the sole power to vote or
direct the vote of 143,170 shares of Common Stock.
S. Donald Sussman has the sole power to vote or direct the vote of 490,554
shares of Common Stock.
(ii) Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the disposition of
Paloma has the sole power to dispose or direct the disposition
of 347,384 shares of Common Stock.
Each of European and Longitude has the sole power to dispose
or direct the disposition of 143,170 shares of Common Stock.
S. Donald Sussman has the sole power to dispose or direct the disposition
of 490,554 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ].
Item 6. Ownership of More than Five Percent on Behalf of Anther Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
Paloma owns 223,284 of its shares of Common Stock through its
subsidiary Sunrise Partners L.L.C., a Delaware limited liability
company, and 124,100 of its shares of Common Stock through its
subsidiary Paloma Securities L.L.C., a Delaware limited liability
company.
Item 8. Identification and Classification of Members of the Group.
See Exhibit B attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
<PAGE>
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: December 8, 2000
PALOMA INTERNATIONAL L.P.
By: Latitude L.L.C., general partner
By: /s/ Michael J. Berner
---------------------
Michael J. Berner,
Vice President
EUROPEAN MERGER FUND L.P.
By: Longitude Management Corp.,
Attorney-in-Fact
By: /s/ Michael J. Berner
---------------------
Michael J. Berner,
Vice President
LONGITUDE MANAGEMENT CORP.
By: /s/ Michael J. Berner
---------------------
Michael J. Berner,
Vice President
/s/ S. Donald Sussman
-------------------------------------------
S. Donald Sussman
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Vialog Corporation dated December 8, 2000 is, and
any further amendments thereto signed by each of the undersigned shall be, filed
on behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Dated: December 8, 2000
PALOMA INTERNATIONAL L.P.
By: Latitude L.L.C., general partner
By: /s/ Michael J. Berner
---------------------
Michael J. Berner,
Vice President
EUROPEAN MERGER FUND L.P.
By: Longitude Management Corp.,
Attorney-in-Fact
By: /s/ Michael J. Berner
---------------------
Michael J. Berner,
Vice President
LONGITUDE MANAGEMENT CORP.
By: /s/ Michael J. Berner
---------------------
Michael J. Berner,
Vice President
/s/ S. Donald Sussman
-------------------------------------------
S. Donald Sussman
<PAGE>
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
Paloma International L.P.
European Merger Fund L.P.
Longitude Management Corp.
S. Donald Sussman
