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.1)*
VIATEL, INC.
-------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
--------------------------------------
(Title of Class of Securities)
925529208
--------------
(CUSIP Number)
December 31, 1998
----------------------------------------
(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 11 Pages
Exhibit Index: Page 10
<PAGE>
SCHEDULE 13G
CUSIP No. 925529208 Page 2 of 11 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 1,698,270
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,698,270
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,270
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
7.33%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 925529208 Page 3 of 11 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 1,698,270
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,698,270
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,270
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
7.33%
12 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 925529208 Page 4 of 11 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 1,698,270
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,698,270
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,270
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
7.33%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 925529208 Page 5 of 11 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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,698,270
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,698,270
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,270
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
7.33%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 11 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 account of S-C V-Tel. 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. Mr.
Soros may be deemed to have voting and dispositive power over
certain Shares previously reported by Dr. Chatterjee. This is
an initial statement with respect to Mr. Soros, filed pursuant
to Rule 13d-1(c) and an amendment for the remaining Reporting
Persons, filed pursuant to Rule 13d-2(b).
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 11 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 December 31, 1998, 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
1,698,270 Shares held for its account.
ii) Each of S-C Rig Co., Dr. Chatterjee and Mr. Soros may
be deemed to be the beneficial owner of 1,698,270
Shares held for the account of S-C V-Tel.
Item 4(b) Percent of Class:
The number of Shares which may be deemed to be beneficially
owned by each of the Reporting Persons constitutes
approximately 7.33% of the total number of Shares outstanding.
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: 1,698,270
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,698,270
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee and Mr. Soros
- ----------------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,698,270
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,698,270
<PAGE>
Page 8 of 11 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
This Item 6 is not applicable.
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 9 of 11 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 11, 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
<PAGE>
Page 10 of 11 Pages
EXHIBIT INDEX
Page
----
B. Joint Filing Agreement dated as of January 11, 1999 between
each of S-C V-Tel Investments L.P, S-C Rig Co., Dr. Purnendu
Chatterjee and Mr. George Soros. . . . . . . . . . . . . . 11
Page 11 of 11 Pages
EXHIBIT B
JOINT FILLING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to
the Common Stock of Viatel, Inc. dated January 11, 1999 is, and any amendments
thereto (including amendments on Schedule 13D) signed by each of the undersigned
shall be, filed on behalf of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Date: January 11, 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
