SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
VIATEL, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
925529 20 8
(CUSIP Number)
SHELDON M. GOLDMAN, ESQ.
VIATEL, INC.
800 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 350-9261
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 4, 1996
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
|_|.
NOTE. Six copies of this statement, including all exhibits, should be
filed with the Commission. SEE Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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).
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CUSIP No. 925529 20 8 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Martin Varsavsky
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF and OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER 6,063,167
NUMBER OF
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 6,063,167
PERSON
WITH ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,063,167 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW X
(11) EXCLUDES CERTAIN SHARES Excludes an aggregate of 4,464,883
shares of Common Stock owned by Juan Manuel Aisemberg (626,073
shares), COMSAT Investments, Inc. ("COMSAT") (2,140,539 shares) and
S-C V-Tel Investments, L.P. (1,698,271 shares) as to which Mr.
Varsavsky disclaims beneficial ownership.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.09%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 925529 20 8 13D Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D (the "Schedule 13D") relates to the common stock,
$0.01 par value per share (the "Common Stock"), of Viatel, Inc., a Delaware
corporation (the "Company"). The address of the Company's principal executive
offices is 800 Third Avenue, New York, New York 10022.
ITEM 2. IDENTITY AND BACKGROUND.
(a-f) This Schedule 13D is being filed by Martin Varsavsky (the
"Reporting Person"). The Reporting Person is the Chairman of the Board and Chief
Executive Officer of the Company, which is a provider of international and
national long distance telecommunications services principally in Western
Europe, Latin America, the United States and the Pacific Rim. The business
address of the Reporting Person is Parque Empresarial Edificio 2, c/o Beatriz De
Bobadilla 14,5 Ofic B, Madrid, Spain. The present principal occupation or
employment of the Reporting Person is Chairman of the Board and Chief Executive
Officer of the Company.
During the last five years, the Reporting Person has not been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of or a judicial or
administrative body of competent jurisdiction as a result of which proceeding he
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws. The
Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 6,063,167 shares of Common Stock beneficially owned by the
Reporting Person, (i) 5,026,667 were purchased by the Reporting Person with
personal funds of the Reporting Person and (ii) 1,036,500 were acquired through
a margin account maintained by the Reporting Person with a broker, which
extended margin credit, subject to applicable federal margin regulations, stock
exchange rules and such firm's credit policies. The shares of Common Stock
purchased through the margin account, as well as all other shares of Common
Stock beneficially owned by the Reporting Person, are pledged as security as
collateral security for the repayment of debit balances in the margin account.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person has acquired all of his shares of Common Stock for
investment purposes. The Reporting Person will continuously evaluate his
investment in the shares of Common Stock which he owns based of factors
including, among others he may deem relevant, the Company's business, prospects
and financial condition, the market for the Common Stock, general economic
conditions and availability of funds. The Reporting Person expressly reserves
his right to increase or decrease his holdings in Common Stock on such terms or
at such times as he may determine. Any purchase or sale may be executed in the
open market or in privately negotiated transactions. The Reporting Person may
also acquire shares of Common Stock under the Company's benefit plans.
In addition, the Reporting Person is the Chairman of the Board and
Chief Executive Officer of the Company and in those capacities may be called
upon from time to time to consider a variety of possible matters concerning the
Company such as: an extraordinary corporate transaction, a merger,
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CUSIP No. 925529 20 8 13D Page 4 of 6 Pages
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reorganization or liquidation involving the Company or one or more of its
subsidiaries; a sale or transfer of a material amount of the assets of the
Company or one or more of its subsidiaries; a change in the present board of
directors or management of the Company, including changes in the number or term
of directors or plans to fill existing vacancies; a material change in the
present capitalization or dividend policy of the Company; a change in the
Company's business or corporate structure; changes in the Company's certificate
of incorporation, by-laws or other governing instrument, or other actions which
may impede the acquisition of control of the Company by any person; action
resulting in a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or delisted from quotation under the NASDAQ
National Market system; or any action similar to any of those enumerated above.
It is expected that disclosure concerning such matters, when and if necessary,
would be made by the Company in the course of the reporting of significant
events to its stockholders.
The Reporting Person does not have any present plans or proposals that
relate to or would result in any of the actions required to be described in this
Item 4, but the Reporting Person reserves the right to take all such actions as
he may deem appropriate to maximize capital appreciation in the shares of Common
Stock owned by him.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a-b) As of the close of business on February 10, 1997, the Reporting
Person owns and has sole voting and dispositive power with respect to 6,063,167
shares of Common Stock, or approximately 27.09% of the Common Stock outstanding
(based on the number of shares of Common Stock reported to be outstanding in the
Company's Prospectus, dated October 17, 1996, relating to its initial public
offering of shares of Common Stock). The foregoing excludes an aggregate of
4,464,883 shares of Common Stock owned by Juan Manuel Aisemberg (626,073
shares), COMSAT (2,140,539 shares) and S-C V-Tel Investments, L.P. (1,698,271
shares) as to which Mr. Varsavsky disclaims beneficial ownership.
(c) During the 60 days prior to the date of this Schedule 13D, the
Reporting Person acquired (i) 1,000,000 shares of Common Stock at a purchase
price of $9.75 per share, (ii) 6,000 shares at a purchase price of $7.25 per
share and (iii) 30,500 shares of Common Stock at a purchase price of $7.78 per
share. The shares of Common Stock were purchased on December 4, 1996, January
31, 1997 and February 3, 1997, respectively, through the Nasdaq National Market
in transactions handled by Salomon Brothers Inc.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or any proceeds from the sale of shares
of Common Stock owned by, the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On April 5, 1994, the Reporting Person, Juan Manuel Aisemberg and
COMSAT entered into a shareholders' agreement, which was subsequently amended,
which provides that so long as COMSAT
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CUSIP No. 925529 20 8 13D Page 5 of 6 Pages
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owns at least 10.0% (subject to certain adjustments) of the issued and
outstanding shares of Common Stock on a fully diluted basis, COMSAT is entitled
to representation on the Company's Board of Directors in proportion to its
percentage of Common Stock, subject to a minimum of one seat, and to designate
one member of the Board of Directors' Executive Committee, if any such committee
is established. The Reporting Person and Mr. Aisemberg also agreed to vote the
shares of Common Stock beneficially owned by them so as to elect to the Board
the number of individuals nominated by COMSAT and to cause one of the COMSAT
nominees to serve on the Executive Committee of the Company's Board of
Directors, if established. In addition, in certain instances, if the Reporting
Person proposes to sell 10.0% or more of the shares of Common Stock which he
owns, COMSAT has the right to sell its shares of Common Stock in such a
transaction on a pro rata basis with the Reporting Person and certain of the
Company's other stockholders, for the same consideration per share and on the
same terms as the Reporting Person.
In connection with the purchase of 1,000,000 shares of Common Stock on
December 4, 1996, the Reporting Person entered into a standard customer margin
account arrangement with a broker and executed a secured demand promissory note.
The promissory note bears interest at a rate per annum equal to the sum of (a)
the Federal Funds Rate plus (b) 275 basis points. Interest is payable in arrears
on the last day of each calendar month.
Except as indicated in this Schedule 13D and exhibits, there is no
currently effective contract, arrangement, understanding or relationship between
the Reporting Person and any other person, with respect to the Common Stock of
the Company.
ITEM. 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Shareholders' Agreement, dated as of April 5, 1994,
by and among the Company, the Reporting Person, Juan Manuel
Aisemberg and COMSAT Investments, Inc. (incorporated by
reference to Exhibit 10.19 to the Company's Registration
Statement on Form S-4, File No. 33-92696, filed on May 24,
1995).
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CUSIP No. 925529 20 8 13D Page 6 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 13, 1997 By: /s/ Martin Varsavsky
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Name: Martin Varsavsky
