SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
VIATEL, INC.
--------------
(Name of Issuer)
Common Stock, $0.01 Par Value
-------------------------------
(Title of Class of Securities)
925529208
---------------
(CUSIP Number)
January 27, 1999
-------------------------------------
(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)
[X ] 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 disclosure
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 following page(s)
Page 1 of 10 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 925529208 Page 2 of 10 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C V-TEL INVESTMENTS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 161,052
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 161,052
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
161,052
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.70%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 925529208 Page 3 of 10 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C RIG CO.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 161,052
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 161,052
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
161,052
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.70%
12 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 925529208 Page 4 of 10 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PURNENDU CHATTERJEE
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 161,052
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
161,052
9 Aggregate Amount Beneficially Owned by Each Reporting Person
161,052
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.70%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 925529208 Page 5 of 10 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 777,218
Shares
Beneficially 6 Shared Voting Power
Owned By 161,052
Each
Reporting 7 Sole Dispositive Power
Person 777,218
With
8 Shared Dispositive Power
161,052
9 Aggregate Amount Beneficially Owned by Each Reporting Person
938,270
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.05%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10 Pages
Item 1(a) Name of Issuer:
Viatel, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
800 Third Avenue, New York, NY 10022.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) S-C V-Tel Investments, L.P. ("S-C V-Tel");
ii) S-C Rig Co.;
iii) Dr. Purnendu Chatterjee ("Dr. Chatterjee"); and
iv) Mr. George Soros ("Mr. Soros").
This Statement relates to Shares (as defined herein) held for
the accounts of S-C V-Tel and OSI (as defined herein). S-C
V-Tel is a Delaware limited partnership of which S-C Rig Co.
is the sole general partner. Dr. Chatterjee is the sole
shareholder of S-C Rig Co. Open Society Institute is a New
York Trust ("OSI") of which Mr. Soros serves as one of several
trustees.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of S-C
V-Tel, S-C Rig Co. and Dr. Chatterjee is 888 Seventh Avenue,
30th Floor, New York, New York 10106. The address of the
principal business office of Mr. Soros is 888 Seventh Avenue,
33rd Floor, New York, New York 10106.
Item 2(c) Citizenship:
i) S-C V-Tel is a limited partnership formed
under the laws of the State of Delaware;
ii) S-C Rig Co. is a corporation formed under
the laws of the State of Delaware;
iii) Dr. Chatterjee is a citizen of the United
States; and
iv) Mr. Soros is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares")
<PAGE>
Page 7 of 10 Pages
Item 2(e) CUSIP Number:
925529208
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of January 29, 1999, each of the Reporting Persons
may be deemed the beneficial owner of the following
number of Shares:
i) S-C V-Tel may be deemed to be the beneficial
owner of 161,052 Shares held for its
account.
ii) Each of S-C Rig Co. and Dr. Chatterjee may
be deemed to be the beneficial owner of
161,052 Shares held for the account of S-C
V-Tel.
iii) Mr. Soros may be deemed to be the beneficial
owner of 938,270 Shares. This number
consists of (i) 161,052 Shares held for the
account of S-C V-Tel and (ii) 777,218 Shares
held for the account of OSI.
Item 4(b) Percent of Class:
i) The number of Shares of which each of S-C V-Tel,
S-C Rig Co. and Dr. Chatterjee may be deemed to be
the beneficial owner constitutes approximately .70%
of the total number of Shares outstanding.
ii) The number of Shares of which Mr. Soros may be
deemed to be the beneficial owner constitutes
approximately 4.05% of the total number of Shares
outstanding.
<PAGE>
Page 8 of 10 Pages
Item 4(c) Number of shares as to which such person had:
S-C V-Tel and S-C Rig Co.
- -------------------------
(i) Sole power to vote or to direct the vote: 161,052
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition 161,052
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
- ---------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 161,052
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 161,052
Mr. Soros
- ----------
(i) Sole power to vote or to direct the vote: 777,218
(ii) Shared power to vote or to direct the vote: 161,052
(iii) Sole power to dispose or to direct the disposition of: 777,218
(iv) Shared power to dispose or to direct the disposition of: 161,052
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, each of the Reporting Persons has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following:
[X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
OSI has the right to participate in the receipt of dividends
from, and proceeds from the sale of, the Shares held for its account.
Each of S-C V-Tel, S-C Rig Co. and Dr. Chatterjee expressly
disclaims beneficial ownership of any Shares held directly for the account of
OSI. The inclusion of the Shares held for the account of OSI herein shall not be
deemed an admission that Mr. Soros has or may be deemed to have beneficial
ownership of such Shares.
<PAGE>
Page 9 of 10 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/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.
<PAGE>
Page 10 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: January 29, 1999 S-C V-TEL INVESTMENTS, L.P.
By: S-C Rig Co.
General Partner
By: /S/ PETER HURWITZ
----------------------------
Peter Hurwitz
Vice President
S-C RIG CO.
By: /S/ PETER HURWITZ
----------------------------
Peter Hurwitz
Vice President
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------
Peter Hurwitz
Attorney-in-Fact
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------
Michael C. Neus
Attorney-in-Fact
