<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
VIATEL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
925529208
(CUSIP Number)
THOMAS O. HICKS
C/O HICKS, MUSE, TATE & FURST INCORPORATED
200 CRESCENT COURT
SUITE 1600
DALLAS, TEXAS 75201
(214) 740-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copies to:
ERIC S. SHUBE
VINSON & ELKINS, L.L.P.
1325 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(917) 206-8005
June 29, 2000
<PAGE> 2
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
(Continued on following pages)
===============================================================================
Page 2
<PAGE> 3
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Mr. Thomas O. Hicks
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds N/A
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ------------------------------------------
8 Shared Voting Power* 4,608,679
Owned by Each Reporting ------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 4,608,679
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 4,608,679
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 8.40%
--------------------------------------------------------------------------------
14 Type of Reporting Person IN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 3
<PAGE> 4
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMEU Viatel Qualified LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ------------------------------------------
8 Shared Voting Power* 2,049,063
Owned by Each Reporting ------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 2,049,063
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 2,049,063
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 3.92%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 4
<PAGE> 5
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse, Tate & Furst Europe,L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ------------------------------------------
8 Shared Voting Power* 2,049,063
Owned by Each Reporting ------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 2,049,063
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 2,049,063
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 3.92%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 5
<PAGE> 6
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMEU Viatel Private Fund, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ------------------------------------------
8 Shared Voting Power* 24,504
Owned by Each Reporting ------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 24,504
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 24,504
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.05%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 6
<PAGE> 7
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks Muse, Tate & Furst Europe Private Fund, L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds 00
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 24,504
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 24,504
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 24,504
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.05%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 7
<PAGE> 8
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMEU GP LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ------------------------------------------
8 Shared Voting Power* 2,073,567
Owned by Each Reporting ------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 2,073,567
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 2,073,567
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 3.96%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 8
<PAGE> 9
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMEU Viatel I-EQ Coinvestors, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 26,318
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 26,318
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 26,318
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.05%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 9
<PAGE> 10
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMEU I-EQ Coinvestors, LP
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Cayman Islands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 26,318
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 26,318
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 26,318
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.05%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 10
<PAGE> 11
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMEU Viatel I-SBS Coinvestors, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ------------------------------------------
8 Shared Voting Power* 53,064
Owned by Each Reporting ------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 53,064
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 53,064
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.11%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 11
<PAGE> 12
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMEU I-SBS Coinvestors, LP
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Cayman Islands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 53,064
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 53,064
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 53,064
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.11%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 12
<PAGE> 13
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMEU Intermediate Patners I-C, L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Cayman Islands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 79,383
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 79,383
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 79,383
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.16%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 13
<PAGE> 14
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Viatel PG Europe, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ------------------------------------------
8 Shared Voting Power* 151,390
Owned by Each Reporting ------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 151,390
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 151,390
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.30%
--------------------------------------------------------------------------------
14 Type of Reporting Person 00
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 14
<PAGE> 15
CUSIP NO. 87959Y 10 3
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM PG Europe I, C.V.
-------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Netherlands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ------------------------------------------
8 Shared Voting Power* 151,390
Owned by Each Reporting ------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 151,390
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person** 151,390
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.30%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 15
<PAGE> 16
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMEU Fund I-C, Inc.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Cayman Islands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
-------------------------------------------
Number of Shares Beneficially 8 Shared Voting Power* 230,773
-------------------------------------------
Owned by Each Reporting 9 Sole Dispositive Power 0
-------------------------------------------
Person With 10 Shared Dispositive Power* 230,773
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 230,773
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.46%
--------------------------------------------------------------------------------
14 Type of Reporting Person CO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 16
<PAGE> 17
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Bridge Viatel, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 2,304,340
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 2,304,340
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 2,304,340
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 4.38%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 17
<PAGE> 18
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Bridge Partners, L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 2,304,340
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 2,304,340
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 2,304,340
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 4.38%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 18
<PAGE> 19
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Bridge Partners, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 2,304,340
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 2,304,340
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 2,304,340
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 4.38%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming (1) conversion of all 7.50% Cumulative Convertible Preferred
Stock beneficially owned by such reporting person, but without giving
effect to the conversion into Common Stock of (a) any 7.50% Cumulative
Convertible Preferred Stock held by others or (b) any capital stock
held by other holders and (2) exercise of all five-year Common Stock
warrants and seven-and-one-half year Common Stock warrants beneficially
owned by such reporting person, but without giving effect to the
exercise of any other warrants.
Page 19
<PAGE> 20
SCHEDULE 13D
This Statement constitutes Amendment No. 1 to the Schedule 13D
originally filed with the Securities and Exchange Commission on March 20, 2000
(the "Schedule 13D"). The Schedule 13D relates to the Common Stock, par value
$0.01 per share ("Common Stock") of Viatel, Inc., a Delaware corporation (the
"Issuer"). The item numbers and responses thereto below are in accordance with
the requirements of Schedule 13D.
Capitalized terms used herein and not defined have the meaning set
forth in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
As more fully described in Item 6 below, on March 9, 2000, Qualified
LLC, Private LLC, I-EQ LLC, I-SBS LLC, PG LLC and Bridge LLC each purchased from
the Issuer the number of shares of Preferred Stock and the number of Warrants
set forth opposite their respective names below at the purchase price set forth
opposite their respective names below.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF A-1 NUMBER OF B-1
SHARES WARRANTS WARRANTS PURCHASE
NAME OF ENTITY PURCHASED PURCHASED PURCHASED PRICE
-------------- --------- ------------- ------------- --------
<S> <C> <C> <C> <C>
Qualified LLC 70,462 163,280 163,280 $ 70,462,000
Private LLC 414 960 960 $ 414,000
I-EQ LLC 1,297 3,005 3,005 $ 1,297,000
I-SBS LLC 1,723 3,993 3,993 $ 1,723,000
PG LLC 7,354 17,040 17,040 $ 7,354,000
Bridge LLC 81,250 188,279 188,279 $ 81,250,000
</TABLE>
As more fully described in Item 6 below, on March 22, 2000, (i) I-EQ
LLC assigned and transferred 369 Preferred Shares and 855 A-1 Warrants and 855
B-1 Warrants and (ii) PG LLC assigned and transferred 2,016 Preferred Shares and
4,670 A-1 Warrants and 4,760 B-1 Warrants to, in each case, I-SBS LLC, Qualified
LLC and Private LLC such that, after giving effect to those assignments and
transfers, Qualified LLC, Private LLC, I-EQ LLC, I-SBS LLC, PG LLC and Bridge
LLC owned the number of shares of Preferred Stock and Warrants as set forth
below.
Page 20
<PAGE> 21
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF A-1 NUMBER OF B-1
SHARES OWNED AS WARRANTS OWNED AS WARRANTS OWNED AS
NAME OF ENTITY AT MARCH 22, 2000 AT MARCH 22, 2000 AT MARCH 22, 2000
-------------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
Qualified LLC 72,249 167,421 167,421
Private LLC 864 2,002 2,002
I-EQ LLC 928 2,150 2,150
I-SBS LLC 1,871 4,336 4,336
PG LLC 5,338 12,369 12,369
Bridge LLC 81,250 188,279 188,279
</TABLE>
Qualified LLC obtained funds for the purchase price of its shares of
Preferred Stock and its Warrants from capital contributions provided by Europe
L.P.; Europe L.P. obtained such funds from capital contributions provided by its
limited partners and HMEU GP; and HMEU GP obtained such funds from capital
contributions provided by Mr. Thomas O. Hicks, who obtained such funds from
personal funds.
Private LLC obtained funds for the purchase price of its shares of
Preferred Stock and its Warrants from capital contributions provided by Private
L.P.; Private L.P. obtained such funds from capital contributions provided by
its limited partners and HMEU GP; and HMEU GP obtained such funds from capital
contributions provided by Mr. Thomas O. Hicks, who obtained such funds from
personal funds.
I-EQ LLC obtained funds for the purchase price of its shares of
Preferred Stock and its Warrants from capital contributions provided by I-EQ
L.P.; I-EQ L.P. obtained such funds from capital contributions provided by its
limited partners and Intermediate Partners; and Intermediate Partners obtained
such funds from capital contributions provided by its limited partners and Fund
I-C, Inc. Fund I-C, Inc. obtained such funds from capital contributions provided
by Mr. Thomas O. Hicks, who obtained such funds from personal funds.
I-SBS LLC obtained funds for the purchase price of its shares of
Preferred Stock and its Warrants from capital contributions provided by I-SBS
L.P.; I-SBS L.P. obtained such funds from capital contributions provided by its
limited partners and Intermediate Partners; and Intermediate Partners obtained
such funds from capital contributions provided by its limited partners and Fund
I-C, Inc. Fund I-C, Inc. obtained such funds from capital contributions provided
by Mr. Thomas O. Hicks, who obtained such funds from personal funds.
PG LLC obtained funds for the purchase price of its shares of Preferred
Stock and its Warrants from capital contributions provided by PG C.V.; PG C.V.
obtained such funds from capital contributions provided by its limited partners
and Fund I-C, Inc. Fund I-C, Inc. obtained such funds from capital contributions
provided by Mr. Thomas O. Hicks, who obtained such funds from personal funds.
Bridge LLC obtained funds for the purchase price of its shares of
Preferred Stock and its Warrants from capital contributions provided by Bridge
Partners L.P.; Bridge Partners L.P. obtained $2,447,422 of such funds from
capital contributions provided by its general partner, Bridge Partners LLC, and
its limited partners, and it obtained the remainder of the funds, $80,474,636,
from borrowing under a credit agreement dated December 28, 1999, among HMTF
Bridge Partners, L.P. and HM/Europe Coinvestors, C.V., as Initial Borrowers and
any Future Borrowers from time to time as parties thereto, the Lenders from time
to time parties thereto, the Issuing Bank, The Chase Manhattan Bank, as
Administrative Agent, and Bank of America, N.A., as Syndication Agent (the
Page 21
<PAGE> 22
"Credit Agreement"). On June 29, 2000, Bridge Partners L.P. repaid the
borrowings under the Credit Agreement with the proceeds of loans provided by
Qualified LLC, Private LLC, I-EQ LLC, I-SBS LLC and PG LLC. Demand Notes issued
by Bridge LLC in connection with such loans are filed herewith as Exhibit 10.7
and incorporated herein by reference. Bridge LLC intends, subject to the
expiration of any applicable waiting periods under the Hart-Scott Rodino
Antitrust Improvements Act of 1976, to sell its shares of Preferred Stock and
Warrants to Qualified LLC, Private LLC, I-EQ LLC, I-SBS LLC and PG LLC, and such
entities intend to purchase such securities. Bridge LLC expects to utilize the
proceeds of such sales to repay such loans.
Bridge Partners LLC obtained the funds it contributed to Bridge
Partners L.P. from capital contributions provided by Mr. Thomas O. Hicks, who
obtained such funds from personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
The Reporting Persons consummated the transactions described herein in
order to acquire an interest in the Issuer for investment purposes. The
Reporting Persons intend to review continuously their position in the Issuer.
Depending upon future evaluations of the business prospects of the Issuer and
upon other developments, including, but not limited to, general economic and
business conditions and stock market conditions, the Reporting Persons may
retain or from time to time increase their holdings or dispose of all or a
portion of their holdings, subject to any applicable legal and contractual
restrictions on their ability to do so.
In addition, the matters set forth in Item 6 below are incorporated in
this Item 4 by reference as if fully set forth herein.
Subject to the expiration of any applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, Bridge LLC intends to
sells its shares of Preferred Stock and Warrants to Qualified LLC, Private LLC,
I-EQ LLC, I-SBS LLC and PG-IV LLC, and such entities intend to purchase such
securities, as set forth below:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF
SHARES TO BE A-1 WARRANTS A-2 WARRANTS
NAME OF ENTITY PURCHASED TO BE PURCHASED TO BE PURCHASED
-------------- ------------ --------------- ---------------
<S> <C> <C> <C>
Qualified LLC 72,249 167,421 167,421
Private LLC 864 2,002 2,002
PG LLC 5,338 12,369 12,369
I-SBS LLC 1,871 4,336 4,336
I-EQ LLC 928 2,150 2,150
</TABLE>
Except as set forth in this Item 4 (including the matters described in
Item 6 below which are incorporated in this Item 4 by reference), the Reporting
Persons have no present plans or proposals that relate to or that would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D of the Exchange Act.
Page 22
<PAGE> 23
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
All beneficial ownership amounts set forth below give effect to the
transfers by Bridge LLC occurring on March 22, 2000 and the accretion of
dividends on the Preferred Stock through June 30, 2000, but do not give effect
to the anticipated transfer by Bridge LLC of its shares of Preferred Stock and
Warrants.
(a) (1) Qualified LLC is the record and beneficial owner of 72,249
shares of Preferred Stock, 167,421 A-1 Warrants and 167,421 B-1 Warrants.
Assuming conversion of all such shares of Preferred Stock and assuming exercise
of all such Warrants, Qualified LLC is the beneficial owner of 2,049,063 shares
of Common Stock, which, based on calculations made in accordance with Rule 13d-3
of the Exchange Act and, as of May 12, 2000, there being 50,273,590 shares of
Common Stock outstanding, represents approximately 3.92% of the outstanding
shares of Common Stock.
(2) Assuming conversion of all 72,249 shares of Preferred
Stock and exercise of all 334,844 Warrants owned of record by Qualified LLC,
Europe L.P., in its capacity as sole member of Qualified LLC, may, pursuant to
Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of
2,049,063 shares of Common Stock, which, based on calculations made in
accordance with Rule 13d-3 of the Exchange Act and, as of May 12, 2000, there
being 50,273,590 shares of Common Stock outstanding, represents approximately
3.92% of the outstanding shares of Common Stock.
(3) Private LLC is the record and beneficial owner of 864
shares of Preferred Stock, 2,002 A-1 Warrants and 2,002 B-1 Warrants. Assuming
conversion of all such shares of Preferred Stock and assuming exercise of all
such Warrants, Private LLC is the beneficial owner of 24,504 shares of Common
Stock, which, based on calculations made in accordance with Rule 13d-3 of the
Exchange Act and, as of May 12, 2000, there being 50,273,590 shares of Common
Stock outstanding, represents approximately 0.05% of the outstanding shares of
Common Stock.
(4) Assuming conversion of all 864 shares of Preferred Stock
and exercise of all 4,004 Warrants owned of record by Private LLC, Private L.P.,
in its capacity as sole member of Private LLC, may, pursuant to Rule 13d-3 of
the Exchange Act, be deemed to be the beneficial owner of 24,504 shares of
Common Stock, which, based on calculations made in accordance with Rule 13d-3 of
the Exchange Act and, as of May 12, 2000, there being 50,273,590 shares of
Common Stock outstanding, represents approximately 0.05% of the outstanding
shares of Common Stock.
(5) Assuming conversion of all 73,113 shares of Preferred
Stock and exercise of all 338,848 Warrants owned of record by Qualified LLC and
Private LLC, HMEU GP, in its capacity as the sole general partner of each of
Europe L.P. and Private L.P., may, pursuant to Rule 13d-3 of the Exchange Act,
be deemed to be the beneficial owner of 2,073,567 shares of Common Stock, which,
based on calculations made in accordance with Rule 13d-3 of the Exchange Act
and, as of May 12, 2000, there being 50,273,590 shares of Common Stock
outstanding, represents approximately 3.96% of the outstanding shares of Common
Stock.
(6) I-EQ LLC is the record and beneficial owner of 928 shares
of Preferred Stock, 2,150 A-1 Warrants and 2,150 B-1 Warrants. Assuming
conversion of all such shares of Preferred Stock and assuming exercise of all
such Warrants, I-EQ LLC is the beneficial owner of 26,318 shares of Common
Stock, which, based on calculations made in accordance with Rule 13d-3 of the
Exchange Act and, as of May 12, 2000, there being
Page 23
<PAGE> 24
50,273,590 shares of Common Stock outstanding, represents approximately 0.05% of
the outstanding shares of Common Stock.
(7) Assuming conversion of all 928 shares of Preferred Stock
and exercise of all 4,300 Warrants owned of record by I-EQ LLC, I-EQ L.P., in
its capacity as sole member of I-EQ LLC, may, pursuant to Rule 13d-3 of the
Exchange Act, be deemed to be the beneficial owner of 26,318 shares of Common
Stock, which, based on calculations made in accordance with Rule 13d-3 of the
Exchange Act and, as of May 12, 2000, there being 50,273,590 shares of Common
Stock outstanding, represents approximately 0.05% of the outstanding shares of
Common Stock.
(8) I-SBS LLC is the record and beneficial owner of 1,871
shares of Preferred Stock, 4,336 A-1 Warrants and 4,336 B-1 Warrants. Assuming
conversion of all such shares of Preferred Stock and assuming exercise of all
such Warrants, I-SBS LLC is the beneficial owner of 53,064 shares of Common
Stock, which, based on calculations made in accordance with Rule 13d-3 of the
Exchange Act and, as of May 12, 2000, there being 50,273,590 shares of Common
Stock outstanding, represents approximately 0.11% of the outstanding shares of
Common Stock.
(9) Assuming conversion of all 1,871 shares of Preferred Stock
and exercise of all 8,672 Warrants owned of record by I-SBS LLC, I-SBS L.P., in
its capacity as sole member of I-SBS LLC, may, pursuant to Rule 13d-3 of the
Exchange Act, be deemed to be the beneficial owner of 53,064 shares of Common
Stock, which, based on calculations made in accordance with Rule 13d-3 of the
Exchange Act and, as of May 12, 2000, there being 50,273,590 shares of Common
Stock outstanding, represents approximately 0.11% of the outstanding shares of
Common Stock.
(10) Assuming conversion of all 2,799 shares of Preferred
Stock and exercise of all 12,972 Warrants owned of record by I-EQ LLC and I-SBS
LLC, Intermediate Partners, in its capacity as sole general partner of both I-EQ
L.P. and I-SBS L.P., may, pursuant to Rule 13d-3 of the Exchange Act, be deemed
to be the beneficial owner of 79,383 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and, as of
May 12, 2000, there being 50,273,590 shares of Common Stock outstanding,
represents approximately 0.16% of the outstanding shares of Common Stock.
(11) PG LLC is the record and beneficial owner of 5,338 shares
of Preferred Stock, 12,369 A- 1 Warrants and 12,369 B-1 Warrants. Assuming
conversion of all such shares of Preferred Stock and assuming exercise of all
such Warrants, PG LLC is the beneficial owner of 151,390 shares of Common Stock,
which, based on calculations made in accordance with Rule 13d-3 of the Exchange
Act and, as of May 12, 2000, there being 50,273,590 shares of Common Stock
outstanding, represents approximately 0.30% of the outstanding shares of Common
Stock.
(12) Assuming conversion of all 5,338 shares of Preferred
Stock and exercise of all 24,738 Warrants owned of record by PG LLC, PG C.V., in
its capacity as sole member of PG LLC, may, pursuant to Rule 13d-3 of the
Exchange Act, be deemed to be the beneficial owner of 151,390 shares of Common
Stock, which, based on calculations made in accordance with Rule 13d-3 of the
Exchange Act and, as of May 12, 2000, there being 50,273,590 shares of Common
Stock outstanding, represents approximately 0.30% of the outstanding shares of
Common Stock.
(13) Assuming conversion of all 8,137 shares of Preferred
Stock and exercise of all 37,710 Warrants owned of record by I-EQ LLC, I-SBS LLC
and PG LLC, Fund I-C, Inc., in its capacity as sole general partner of each of
PG C.V. and Intermediate Partners, may, pursuant to Rule 13d-3 of the Exchange
Act, be deemed to be the beneficial owner of 230,773 shares of Common Stock,
which, based on calculations made in accordance with Rule 13d-3 of the Exchange
Act and, as of May 12, 2000, there being 50,273,590 shares of Common Stock
outstanding, represents approximately 0.46% of the outstanding shares of Common
Stock.
Page 24
<PAGE> 25
(14) Bridge LLC is the record and beneficial owner of 81,250
shares of Preferred Stock, 188,279 A-1 Warrants and 188,279 B-1 Warrants.
Assuming conversion of all such shares of Preferred Stock and assuming exercise
of all such Warrants, Bridge LLC is the beneficial owner of 2,304,340 shares of
Common Stock, which, based on calculations made in accordance with Rule 13d-3 of
the Exchange Act and, as of May 12, 2000, there being 50,273,590 shares of
Common Stock outstanding, represents approximately 4.38% of the outstanding
shares of Common Stock.
(15) Assuming conversion of all 81,250 shares of Preferred
Stock and exercise of all 376,558 Warrants owned of record by Bridge LLC, Bridge
Partners L.P., in its capacity as sole member of Bridge LLC, may, pursuant to
Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of
2,304,340 shares of Common Stock, which, based on calculations made in
accordance with Rule 13d-3 of the Exchange Act and, as of May 12, 2000, there
being 50,273,590 shares of Common Stock outstanding, represents approximately
4.38% of the outstanding shares of Common Stock.
(16) Assuming conversion of all 81,250 shares of Preferred
Stock and exercise of all 376,558 Warrants owned of record by Bridge LLC, Bridge
Partners LLC, in its capacity as general partner of Bridge Partners L.P., may,
pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner
of 2,304,340 shares of Common Stock, which, based on calculations made in
accordance with Rule 13d-3 of the Exchange Act and, as of May 12, 2000, there
being 50,273,590 shares of Common Stock outstanding, represents approximately
4.38% of the outstanding shares of Common Stock.
(17) Assuming conversion of all 162,500 shares of Preferred
Stock and exercise of all 753,116 Warrants owned of record by Qualified LLC,
Private LLC, I-EQ LLC, I-SBS LLC, PG LLC and Bridge LLC, Mr. Thomas O. Hicks, in
his capacity as sole member of HMEU GP, Fund I-C, Inc. and Bridge Partners LLC,
may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial
owner of 4,608,679 shares of Common Stock, which based on calculations made in
accordance with Rule 13d-3 of the Exchange Act and, as of May 12, 2000, there
being 50,273,590 shares of Common Stock outstanding, represents approximately
8.40% of the outstanding shares of Common Stock.
The Reporting Persons expressly disclaim (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the shares
owned of record by such Reporting Person.
(b) The information set forth in Items 7 through 11 of the cover pages
hereto is incorporated herein by reference.
(c) Except as set forth herein, none of the persons named in response
to paragraph (a) has effected any transactions in shares of Common Stock during
the past 60 days.
(d) The right to receive dividends on, and proceeds from the sale of,
the shares of Common Stock which may be beneficially owned by the persons
described in (a) and (b) above is governed by the limited liability company
agreements and limited partnership agreements of each such entity, and such
dividends or proceeds may be distributed with respect to numerous member
interests and general and limited partnership interests.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
The matters set forth in Item 2 are incorporated in this Item 6 by
reference as if fully set forth herein.
Page 25
<PAGE> 26
Securities Purchase Agreement
Pursuant to the Securities Purchase Agreement (the "Securities Purchase
Agreement"), dated as of February 1, 2000 between the Issuer, HMTF Europe
Acquisition Corp. ("HMTF") and each of the other Purchasers (as defined in the
Securities Purchase Agreement) listed on Schedule I thereto, the Issuer agreed
to sell to HMTF, and HMTF agreed to purchase from the Issuer, 162,500 shares of
Preferred Stock, 376,558 A-1 Warrants and 376,558 B-1 Warrants for a purchase
price of $162,500,000.
Prior to the issuance of the shares of Preferred Stock and the Warrants
at the Closing (as defined below), pursuant to an Assignment of Rights Under
Securities Purchase Agreement dated February 3, 2000 (the "Assignment
Agreement"), HMTF assigned all of its rights, titles, interests and obligations
in, to and under the Securities Purchase Agreement to Qualified LLC, Private
LLC, I-EQ LLC, I-SBS LLC, PG LLC and Bridge LLC (the "Assignees").
On March 9, 2000, at the closing held pursuant to the Securities
Purchase Agreement (the "Closing"), the Issuer sold to each of the persons
listed below (the "HMTF Holders") the number of shares of Preferred Stock and
the number of Warrants set forth opposite each person's name below in exchange
for the purchase price set forth opposite such person's name below.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF A-1 NUMBER OF B-1
SHARES WARRANTS WARRANTS PURCHASE
NAME OF ENTITY PURCHASED PURCHASED PURCHASED PRICE
-------------- --------- ------------- ------------- --------
<S> <C> <C> <C> <C>
Qualified LLC 70,462 163,280 163,280 $ 70,462,000
Private LLC 414 960 960 $ 414,000
I-EQ LLC 1,297 3,005 3,005 $ 1,297,000
I-SBS LLC 1,723 3,993 3,993 $ 1,723,000
PG LLC 7,354 17,040 17,040 $ 7,354,000
Bridge LLC 81,250 188,279 188,279 $ 81,250,000
</TABLE>
The foregoing description of the Securities Purchase Agreement is not,
and does not purport to be, complete and is qualified in its entirety by
reference to the Securities Purchase Agreement, a copy of which is filed as
Exhibit 10.1 to Schedule 13D and is incorporated herein by reference.
Registration Rights
At Closing, the Issuer and the holders of Preferred Stock entered into
a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant
to which the Issuer has agreed to effect two "demand" registrations at the
request of the holders of a majority of the Registrable Securities held by the
HMTF Holders and any direct or indirect transferee of any Registrable Securities
held by the HMTF Holders, provided that each such demand registration must be in
respect of Registrable Securities (as defined below) with a fair market value of
at least $50,000,000 and provided that certain other restrictions are met. In
addition, the Purchasers have certain piggyback registration rights in
connection with registrations of the Issuer's securities under the Securities
Act of 1933 (the "Securities Act").
Page 26
<PAGE> 27
"Registrable Securities" means (a) the Preferred Stock purchased
pursuant to the Securities Purchase Agreement, plus any additional shares of
Preferred Stock issued in respect thereof in connection with any stock split,
stock dividend or similar event with respect to the Preferred Stock, (b) the
Common Stock issued upon conversion of such Preferred Stock and upon exercise of
the Warrants, plus any additional shares of Common Stock issued in respect
thereof in connection with any stock split, stock dividend or similar event with
respect to the Common Stock and (c) any securities that the Issuer or any
successor entity into which such Common Stock or such Preferred Stock may be
converted or changed.
The foregoing description of the Registration Rights Agreement is not,
and does not purport to be, complete and is qualified in its entirety by
reference to the Registration Rights Agreement, a copy of which is filed as
Exhibit 10.2 to the Schedule 13D and is incorporated herein by reference.
Certificate of Designation
As contemplated by the Securities Purchase Agreement, the Board of
Directors of the Issuer approved and adopted the Certificate of Designations,
Preferences and Rights of 7.50% Cumulative Convertible Preferred Stock Series
B-1 Due 2015 (the "Certificate of Designation") to create the series of
Preferred Stock. Under the Certificate of Designation, the shares of Preferred
Stock will, with respect to dividend rights and rights on liquidation, winding-
up and dissolution, rank (i) senior to all shares of Common Stock, the Series A
Junior Participating Preferred Stock of the Issuer and to each other class of
capital stock or preferred stock of the Issuer, the terms of which do not
expressly provide that it ranks senior to or on a parity with the shares of the
Preferred Stock as to dividend rights and rights on liquidation, winding-up and
dissolution of the Issuer; (ii) on a parity with additional shares of Preferred
Stock issued by the Issuer and each other class of capital stock or series of
preferred stock of the Issuer issued by the Issuer, the terms of which expressly
provide that such class or series will rank on a parity with the shares of the
Preferred Stock as to dividend rights and rights on liquidation, winding-up and
dissolution, if the Issuer, in issuing the shares, complies with applicable
provisions in the Certificate of Designation; and (iii) junior to each class of
capital stock or series of preferred stock of the Issuer issued by the Issuer,
the terms of which expressly provide that such class or series will rank senior
to the shares of Preferred Stock as to dividend rights and rights upon
liquidation, winding-up and dissolution, if the Issuer, in issuing the shares,
complies with applicable provisions in the Certificate of Designation.
The holders of the shares of Preferred Stock will be entitled to
receive with respect to each share of Preferred Stock, out of funds legally
available for the payment of dividends, dividends at a rate per annum of 7.50%
of the then-effective Liquidation Preference (as defined below). Such dividends
shall be cumulative from the date of issuance of the Preferred Stock and shall
be payable quarterly in arrears. On each Dividend Payment Date, commencing May
31, 2000, to and including the May 31, 2005 Dividend Payment Date, accrued
dividends on a share of the Preferred Stock for the preceding Dividend Period
shall be added cumulatively to and thereafter remain a part of the Liquidation
Preference of such share. Thereafter, accrued dividends shall be payable
quarterly on each Dividend Payment Date, commencing on August 31, 2005, to the
holders of record of Preferred Stock as of the close of business on the
applicable Dividend Record Date. Accrued dividends that are not paid in full in
cash on any such Dividend Payment Date (whether or not declared and whether or
not there are sufficient funds legally available for the payment thereof) shall
be added cumulatively to the Liquidation Preference on the applicable Dividend
Payment Date and thereafter remain a part thereof.
The holders of shares of Preferred Stock will have the right,
generally, at any time, to convert any or all their shares of Preferred Stock
into a number of fully paid and nonassessable shares of Common Stock equal to
the then effective Liquidation Preference thereof plus accrued and unpaid
dividends to the date of conversion divided by the Conversion Price in effect at
the time of conversion.
The shares of Preferred Stock may be redeemed at any time commencing on
or after March 9, 2005 (or earlier, if, under the Certificate of Designation,
certain conditions relating to a Change of Control (as defined in the
Certificate of Designation) shall have occurred), in whole or from time to time
in part, at the election of the
Page 27
<PAGE> 28
Issuer, at a redemption price payable in cash equal to 100% of the then
effective Liquidation Preference (after giving effect to the Special Payment (as
defined below), if applicable) plus accrued and unpaid dividends from the last
dividend payment date to the date fixed for redemption. Shares of Preferred
Stock (if not earlier redeemed or converted) shall be mandatorily redeemed by
the Issuer on February 28, 2015, at a redemption price per share in cash equal
to the then effective Liquidation Preference, plus accrued and unpaid dividends
thereon from the last dividend payment date to the date of mandatory redemption.
Upon occurrence of a "Change of Control" (as defined in the Certificate
of Designation), the holders of Preferred Stock shall be entitled to receive, if
the change of control occurs prior to March 9, 2005, the Special Payment and
shall have the right to either (a) continue to hold their shares of Preferred
Stock (or the shares of preferred stock issued in respect thereof pursuant to
consolidation, merger, conveyance or transfer as provided in the Certificate of
Designation (the "Hold Option")), (b) convert their shares of Preferred Stock
(including shares received as a Special Payment) or (c) elect to have their
shares of Preferred Stock remarketed as described below (the "Remarketing
Option").
If the change of control occurs prior to March 9, 2005, the holders of
the Preferred Stock shall receive the Special Payment, pursuant to which the
Liquidation Preference of each share of Preferred Stock shall be deemed to have
been increased by an amount (the "Special Payment") equal to a formula set forth
in the Certificate of Designation. The holders of the Preferred Stock shall
receive the Special Payment whether they elect the Hold Option, the Remarketing
Option or the option to convert their shares of Preferred Stock.
If the Remarketing Option is selected with respect to a share of
Preferred Stock, such holder shall be deemed to have elected to waive such
holder's right to convert such share for a specified period of time and the
Issuer shall thereafter have the option either to (a) have such share redeemed
in accordance with the provisions for optional redemption contained in the
Certificate of Designation, or (b) remarket such share for the account of such
holder and, if the net proceeds to such holder of such remarketing are less than
an amount in cash equal to 100% of the Liquidation Preference (after giving
effect to the Special Payment (if applicable)) of such share plus accrued and
unpaid dividends thereon from the last dividend payment date to the date payment
is received by such holder in respect of such share, the Issuer shall issue to
and sell for the account of such holder a sufficient number of shares of Common
Stock to make up such shortfall. If the Issuer does not, within 180 days after
the date of the Issuer's giving written notice of its election of (a) or (b)
above, settle the claim with the holder pursuant to (a) or (b) above, then the
holder shall have the option, for a period of 10 business days, of electing the
Hold Option or electing to convert such holder's shares of Preferred Stock.
The holders of the shares of Preferred Stock will be entitled to vote
on all matters that the holders of the Issuer's Common Stock are entitled to
vote upon. In exercising these voting rights, each share of Preferred Stock
shall be entitled to vote on an as-converted basis with the holders of the
Issuer's Common Stock. The approval of the holders of at least a majority of the
then-outstanding shares of Preferred Stock and the Company's 7.50% Cumulative
Convertible Preferred Stock, Series B-2, voting as one class, will be required
for the Issuer to take certain actions. In addition, for so long as members of
the HMTF Group own any combination of the shares of Preferred Stock issued to
the members of the HMTF Group as of the Closing and shares of Common Stock
issued upon conversion of such Preferred Stock (the "HMTF Shares"), which, taken
together, would represent (if all such shares of Preferred Stock were converted)
an amount of Common Stock issuable upon conversion of 50% or more of such
Preferred Stock, the holders of the HMTF Shares, voting as a class, may elect
one director to serve on the board of directors of the Issuer. Pursuant to this
right, the HMTF Holders have elected John R. Muse for election to the board of
directors of the Issuer. The Securities Purchase Agreement contains a parallel
provision for the election of a director that is inoperative for so long as the
above described provision is in effect.
"Liquidation Preference" means an amount equal to $1,000 per share of
Preferred Stock plus an amount equal to the Share Option Adjustment Amount (as
defined below) per share of the Preferred Stock, subject to change in accordance
with the provisions of the Certificate of Designation.
Page 28
<PAGE> 29
"Share Option Adjustment Amount" means an amount equal to $72.00.
The foregoing description is not, and does not purport to be, complete
and is qualified in its entirety by reference to the Certificate of Designation,
a copy of which is filed as Exhibit 10.3 and is incorporated by reference.
Common Stock Warrant Certificates
As contemplated by the Securities Purchase Agreement, the Board of
Directors of the Issuer approved and adopted the Common Stock Warrant
Certificates for the A-1 Warrants (the A-1 Warrant Certificate") and the B-1
Warrants (the "B-1 Warrant Certificate"). The A-1 Warrants entitle the HMTF
Holders or their permitted assigns to purchase from the Issuer fully paid and
nonassessable shares of Common Stock at an exercise price of $75.00 per share,
as adjusted from time to time pursuant to the terms of the A-1 Warrant
Certificate. The A-1 Warrants are void after March 9, 2005. The B-1 Warrants
entitle the HMTF Holders or their permitted assigns to purchase from the Issuer
fully paid and nonassessable shares of Common Stock at an exercise price of
$100.00 per share, as adjusted from time to time pursuant to the terms of the
B-1 Warrant Certificate. The B-1 Warrants are void after September 9, 2007.
The foregoing description of the A-1 Warrant Certificate and the B-1
Warrant Certificate is not, and does not purport to be, complete and is
qualified in its entirety by reference to the Form of Common Stock Warrant No.
A-1 and the Form of Common Stock Warrant No. B-1, copies of which are filed as
Exhibit 10.4 and Exhibit 10.5, respectively, to the Schedule 13D and are
incorporated herein by reference.
Assignment and Transfer of Preferred Stock and Warrants
Pursuant to an Assignment and Transfer of Preferred Stock and Warrants
Agreement dated March 22, 2000 (the "Assignment Agreement"), (i) I-EQ LLC
assigned and transferred 369 Preferred Shares and 855 A-1 Warrants and 855 B-1
Warrants and (ii) PG LLC assigned and transferred 2016 Preferred Shares and
4,670 A-1 Warrants and 855 B-1 Warrants to, in each case, I-SBS LLC, Qualified
LLC and Private LLC such that, after giving effect to those assignments and
transfers, Qualified LLC, Private LLC, I-EQ LLC, I-SBS LLC, PG LLC and Bridge
LLC owned the number of shares of Preferred Stock and Warrants as set forth
below.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF A-1 NUMBER OF B-1
SHARES OWNED AS WARRANTS OWNED AS WARRANTS OWNED AS
NAME OF ENTITY AT MARCH 22, 2000 AT MARCH 22, 2000 AT MARCH 22, 2000
-------------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
Qualified LLC 72,249 167,421 167,421
Private LLC 864 2,002 2,002
I-EQ LLC 928 2,150 2,150
I-SBS LLC 1,871 4,336 4,336
PG LLC 5,338 12,369 12,369
Bridge LLC 81,250 188,279 188,279
</TABLE>
Page 29
<PAGE> 30
The foregoing description of the Assignment Agreement is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
Assignment Agreement, a copy of which is filed herewith as Exhibit 10.8 and is
incorporated herein by reference.
Borrowings under Credit Agreement
On June 29, 2000, Bridge Partners L.P. repaid the borrowing under the
Credit Agreement referred to in Item 3 with the proceeds of loans provided by
Qualified LLC, Private LLC, I-EQ LLC, I-SBS LLC and PG-IV LLC. Demand Notes
issued by Bridge LLC in connection with such loans are filed herewith as Exhibit
10.7 and incorporated herein by reference. Bridge LLC intends, subject to the
expiration of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, to sell its shares of Preferred Stock and
Warrants to Qualified LLC, Private LLC, I-EQ LLC, I-SBS LLC and PG-IV LLC and
use the proceeds of such sales to repay such loans.
Proposed Sale of Shares of Preferred Stock and Warrants by Bridge LLC
Subject to the expiration of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, Bridge LLC intends to sell
its shares of Preferred Stock and Warrants to Qualified LLC, Private LLC, I-EQ
LLC, I-SBS LLC and PG-IV LLC, and such entities intend to purchase such
securities, as set forth below:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF A-1 NUMBER OF B-1
SHARES TO BE WARRANTS TO BE WARRANTS TO BE
NAME OF ENTITY PURCHASED PURCHASED PURCHASED
-------------- ------------ -------------- --------------
<S> <C> <C> <C>
Qualified LLC 72,249 167,421 167,421
Private LLC 864 2,002 2,002
I-EQ LLC 928 2,150 2,150
I-SBS LLC 1,871 4,336 4,336
PG LLC 5,338 12,369 12,369
</TABLE>
The purchase price for the shares of Preferred Stock and Warrants sold
by Bridge LLC will be equal to the original purchase price paid therefor by
Bridge LLC together with an allocable portion of the interest and other expenses
incurred by Bridge LLC under the Credit Agreement referred to in Item 3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.7: Demand Notes issued by Bridge LLC to Qualified LLC, Private
LLC, I-EQ LLC, 4-SBS LLC and PG-IV LLC.
Exhibit 10.8: Assignment and Transfer of Preferred Stock and Warrants dated
March 22, 2000 between Qualified LLC, Private LLC, I-EQ LLC,
I-SBS LLC and PG-IV LLC.
Page 30
<PAGE> 31
SIGNATURE
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.
July 27, 2000 *
---------------------------
Name: Thomas O. Hicks
* By: /s/ DAVID W. KNICKEL
----------------------
Name: David W. Knickel
Attorney-in-Fact
S-1
<PAGE> 32
SIGNATURE
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.
July 27, 2000 HMEU VIATEL QUALIFIED FUND, LLC
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-2
<PAGE> 33
SIGNATURE
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.
July 27, 2000 HICKS, MUSE, TATE & FURST EUROPE FUND,
L.P.
By: HMEU GP LLC, its General Partner
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-3
<PAGE> 34
SIGNATURE
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.
July 27, 2000 HMEU VIATEL PRIVATE FUND, LLC
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-4
<PAGE> 35
SIGNATURE
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.
July 27, 2000 HICKS, MUSE, TATE & FURST EUROPE
PRIVATE FUND, L.P.
By: HMEU GP LLC, its General Partner
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-5
<PAGE> 36
SIGNATURE
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.
July 27, 2000 HMEU GP LLC
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-6
<PAGE> 37
SIGNATURE
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.
July 27, 2000 HMEU VIATEL I-EQ COINVESTORS, LLC
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-7
<PAGE> 38
SIGNATURE
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.
July 27, 2000 HMEU I-EQ COINVESTORS, L.P.
By: HMEU Intermediate Partners I-C,
L.P., its General Partner
By: HMEU Fund I-C, Inc., its General
Partner
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-8
<PAGE> 39
SIGNATURE
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.
July 27, 2000 HMEU VIATEL I-SBS COINVESTORS, LLC
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-9
<PAGE> 40
SIGNATURE
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.
July 27, 2000 HMEU I-SBS COINVESTORS, L.P.
By: HMEU Intermediate Partners I-C,
L.P., its General Partner
By: HMEU Fund I-C, Inc., its General
Partner
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-10
<PAGE> 41
SIGNATURE
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.
July 27, 2000 HMEU INTERMEDIATE PARTNERS I-C, L.P.
By: HMEU Fund I-C, Inc., its General
Partner
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-11
<PAGE> 42
SIGNATURE
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.
July 27, 2000 HM VIATEL PG EUROPE, LLC
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-12
<PAGE> 43
SIGNATURE
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.
July 27, 2000 HM PG EUROPE I, C.V.
By: HMEU Fund I-C, Inc., its General
Partner
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-13
<PAGE> 44
SIGNATURE
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.
July 27, 2000 HMEU FUND I-C, INC.
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-14
<PAGE> 45
SIGNATURE
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.
July 27, 2000 HMTF BRIDGE VIATEL, LLC
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-15
<PAGE> 46
SIGNATURE
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.
July 27, 2000 HMTF BRIDGE PARTNERS, L.P.
By: HMTF Bridge Partners, LLC, its
General Partner
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-16
<PAGE> 47
SIGNATURE
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.
July 27, 2000 HMTF BRIDGE PARTNERS, LLC
By: /s/ DAVID W. KNICKEL
------------------------------------
Name: David W. Knickel
Title: Vice President
S-17
<PAGE> 48
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.7 Demand Notes issued by Bridge LLC to Qualified LLC, Private LLC,
I-EQ LLC, 4-SBS LLC and PG-IV LLC.
10.8 Assignment and Transfer of Preferred Stock and Warrants dated
March 22, 2000 between Qualified LLC, Private LLC, I-EQ LLC,
I-SBS LLC and PG-IV LLC.
</TABLE>
E-1
