SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of
earliest event reported): March 3, 1998
VIATEL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-21261 13-3787366
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
Viatel, Inc.
800 Third Avenue
New York, New York 10022
(Address of Principal Executive Offices, Including Zip Code)
Registrant's telephone number, including area code: 212-350-9200
Exhibit List Appears on Page 4
Page 1 of 4 Pages
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Item 5. Other Events.
On March 3, 1998, Viatel, Inc. (the "Company") announced its
intention to refinance its outstanding debt. The refinancing will consist of the
purchase of all of the Company's 15% Senior Discount Notes Due 2005 (the
"Notes") in a tender offer and the amendment of certain of the covenants and
agreements in the indenture relating to the Notes pursuant to consents being
solicited from holders of the Notes.
The Company also announced its intention to raise approximately
$540.0 million through an offering of units (the "Units"), consisting of Senior
Discount Notes Due 2008 and shares of convertible redeemable preferred stock of
the Company, which is scheduled to be completed on March 30, 1998. The Units
will be sold to investors in the United States pursuant to a private placement
under Rule 144A and to investors outside the United States pursuant to
Regulation S.
A copy of the Company's press release, dated March 3, 1998, is
attached hereto as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibit is filed with this Report.
Exhibit No. Description
99 Press Release of the Company, dated March 3, 1998.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIATEL, INC.
Date: March 3, 1998 By: /S/ ALLAN L. SHAW
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Name: Allan S. Shaw
Title: Senior Vice President and Chief
Financial Officer
3
<PAGE>
EXHIBIT LIST
Exhibit No. Description
99 Press Release of the Company, dated March 3, 1998.
4
FOR IMMEDIATE RELEASE
CONTACTS: ALLAN L. SHAW, Chief Financial Officer, Viatel Inc.
Phone: (212) 350-9200 E-mail: [email protected]
JEFFREY GOLDBERGER, or Christine Davies, Stern & Co.
Phone: (212) 888-0044 E-mail: [email protected]
VIATEL ANNOUNCES INTENTION TO REFINANCE OUTSTANDING DEBT
WITH TENDER OFFER FOR 15% SENIOR DISCOUNT NOTES DUE 2005
COMPANY PROPOSES TO RAISE $540 MILLION IN OFFERING OF DEBT AND CONVERTIBLE STOCK
NEW YORK, NY (MARCH 3, 1998) -- Viatel, Inc. (Nasdaq/NM: VYTL) today announced
its intention to refinance its outstanding debt. The refinancing will consist of
the purchase of all of the Company's 15% Senior Discount Notes Due 2005
("Notes") in a tender offer and the amendment of certain of the covenants and
agreements in the indenture relating to the Notes pursuant to consents being
solicited from record holders.
The total consideration to be paid for each validly tendered Note will be based
upon a fixed spread of 100 basis points over the yield to maturity at 2:00 P.M.,
New York City time, on March 16, 1998, of the 6.375% U.S. Treasury Notes due
January 1, 2000, and will include a $20.00 consent payment per $1,000 principal
amount.
In conjunction with the tender offer, the Company is soliciting consents to
amend the Indenture governing the Notes to eliminate substantially all of the
covenants contained in such Indenture. Holders who tender their Notes will be
required to consent to the proposed amendments. Holders may not consent to the
proposed amendments without tendering their Notes. Tendered Notes cannot be
withdrawn and consents cannot be revoked at any time subsequent to 5:00 P.M.,
New York City time, on March 16, 1998. Holders tendering their Notes after the
consent expiration will receive the total consideration less the consent
payment. The tender offer will expire at 11:59 P.M., New York City time, on
March 30, 1998, unless extended. The information agent for the tender offer and
consent solicitation is MacKenzie Partners, Inc., reachable by phone at (212)
929-5500 -- Collect; or (800) 322-2885 -- Toll Free.
Viatel is also proposing to raise approximately $540 million through an offering
of Units, consisting of Senior Discount Notes Due 2008 and shares of convertible
redeemable preferred stock of the Company. The offering of the Units is expected
to be completed on March 30, 1998. The Company intends to use the proceeds from
the offering of Units to fund the tender offer and consent solicitation, the
continued expansion of its European network and operations, including the
construction of a fiber-optic ring, known as Circe, connecting London, Paris,
Brussels, Antwerp, Rotterdam and Amsterdam, as well as to fund other general
corporate and working capital purposes.
<PAGE>
Consummation of the tender offer and consent solicitation are conditioned upon
the successful completion of the Units offering, and receipt of consents and
receipt of tenders from at least a majority in principal amount at maturity of
the Notes.
The Units will be sold to investors in the United States pursuant to a private
placement under Rule 144A and to investors outside the United States pursuant to
Regulation S. The units will not be registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent such
registration or an applicable exemption from the registration requirements of
the Act. This release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any state
in which such an offer or solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any state.
The matters discussed in this release are forward-looking statements that
involve risks and uncertainties, including financing risks, construction risks
and other risks detailed from time to time in the Company's reports filed with
the Securities and Exchange Commission. Viatel undertakes no duty to update such
forward-looking statements.
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