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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(AMENDMENT NO. __)(1)
DESTIA COMMUNICATIONS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
25063E 10 0
(CUSIP Number)
JAMES P. PRENETTA, JR.
VICE PRESIDENT AND GENERAL COUNSEL
VIATEL, INC.
685 THIRD AVENUE
NEW YORK, NY 10017
(212) 350-9200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
JAY R. SCHIFFERLI, ESQ.
KELLEY DRYE & WARREN LLP
TWO STAMFORD PLAZA
281 TRESSER BOULEVARD
STAMFORD, CT 06901-3229
(203) 324-1400
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AUGUST 27, 1999
(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 / /.
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the Schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) 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 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the notes).
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CUSIP No. 25063E 10 0 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Viatel, Inc. (I.R.S. Employer Identification Number - 13-3787366)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 19,561,184
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH Zero
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH Zero
10 SHARED DISPOSITIVE POWER
Zero
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,561,184
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.64%
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 25063E 10 0 13D Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value
$0.01 per share (the "Common Stock"), of Destia Communications, Inc. (the
"Issuer"). The Issuer's principal executive office is located at 95 Rte. 17
South Paramus, New Jersey 07652.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Viatel, Inc., a Delaware
corporation ("Viatel").
(b) Viatel is engaged in providing telecommunications services.
(c) The address of the principal business and principal office of
Viatel is 685 Third Avenue, New York, New York 10017.
(d) During the past five years, Viatel has not been convicted in a
criminal proceeding.
(e) During the past five years, Viatel has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which proceeding such person 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
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 27, 1999, Viatel, Viatel Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Viatel ("Merger Sub"), and the
Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"),
which provides, among other things, for the merger (the "Merger") of Merger Sub
with and into the Issuer. In connection therewith, Viatel entered into three
separate stockholder agreements (the "Stockholder Agreements") with the
Stockholders of the Issuer (as defined below), pursuant to which the
Stockholders agreed, among other things, to vote the shares of Common Stock
beneficially owned by them in favor of the Merger and against any actions or
agreements that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Issuer under the Merger
Agreement. Under the terms of the Stockholder Agreements, the Stockholders also
granted to Viatel an irrevocable proxy (which is coupled with an interest in the
shares) to vote their shares of Common Stock in accordance with the terms of the
respective agreements. The Stockholder Agreements are with Alfred West, Steven
West and Princess Gate Investors II, L.P. (collectively, the "Stockholders").
Under the terms of the Merger Agreement, the Stockholders will receive shares of
Viatel's common stock in exchange for the Issuer's Common Stock held by them
respectively at the effective time of the Merger. The Stockholders Agreements
were entered into by the Stockholders to induce Viatel to enter into the Merger
Agreement and to effect the Merger.
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CUSIP No. 25063E 10 0 13D Page 4 of 6 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Stockholder Agreements was to induce Viatel to enter
into the Merger Agreement and to effect the Merger, as described in Item 3
above. Upon completion of the Merger, the Issuer will be the surviving
corporation and a wholly-owned subsidiary of Viatel, all outstanding shares of
the Issuer (other than shares owned by Viatel, the Issuer and Merger Sub) will
be converted into shares of Viatel, the officers and directors of Merger Sub
will become the officers and directors of the surviving corporation and the
Issuer's shares will be delisted from the Nasdaq National Market. Other than
pursuant to the Merger Agreement, Viatel has no plans which relate to or would
result in any of the transactions described in subsections (a) through (j)
inclusive, of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) As of August 27, 1999, Viatel beneficially owns 19,561,184
shares, or approximately 62.64% of the outstanding Common Stock.
(B) Viatel has the shared power to vote the shares.
(C) Not applicable.
(D) Not applicable.
(E) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Stockholder Agreements with the Stockholders provide that, among
other things, at any meeting of the stockholders of the Issuer, however called,
and in any action by consent of the stockholders of the Issuer, the Stockholders
shall: (a) vote their shares of Common Stock in favor of the Merger; (b) vote
their shares of Common Stock against any action or agreement that would result
in a breach of any covenant, representation or warranty or any other obligation
or agreement of the Issuer under the Merger Agreement; (c) vote their shares of
Common Stock against any action or agreement that would impede, interfere with,
delay, postpone or attempt to discourage the Merger including, but not limited
to, (i) any extraordinary corporate transaction (other than the Merger), such as
a merger, other business combination, reorganization or liquidation involving
the Issuer, (ii) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries, (iii) any change in the management or board of
directors of the Issuer, except as otherwise agreed to in writing by Viatel,
(iv) any material change in the present capitalization of the Issuer or (v) any
other material change in the corporate structure or business of the Issuer; and
(d) without limiting the foregoing, consult with Viatel prior to any such vote
and vote such shares of Common Stock in such manner as is determined by Viatel
to be in compliance with the provisions set forth above. The Stockholders
granted to Viatel an irrevocable proxy to vote their shares of Common Stock in
accordance with the terms and conditions of the Stockholder Agreements.
Notwithstanding the foregoing (and subject to certain additional rights held by
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CUSIP No. 25063E 10 0 13D Page 5 of 6 Pages
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the Stockholders as set forth in the Stockholder Agreements), the proxies and
the obligations referred to above shall terminate when the Stockholder
Agreements terminate. Each of the Stockholder Agreements will terminate upon the
first to occur of either (a) the completion of the Merger or (b)180 days after
the termination of the Merger Agreement; provided, however, each Stockholder
Agreement will terminate immediately if the Merger Agreement was terminated for
reasons other than (i) a material breach of a representation, warranty or
covenant by the Issuer that is left uncured; (ii) the Issuer having failed to
comply with the restrictions relating third party transaction proposals for the
Issuer; (iii) the Issuer's Board having withdrawn its recommendation to its
stockholders of the Merger; or (iv) the Issuer's stockholders having failed to
approve the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated August 27, 1999, among
Destia Communications, Inc., Viatel Acquisition Corp. and
Viatel, Inc.*
2. Stockholder Agreement, dated as of August 27, 1999, among
Alfred West, AT Econ Limited Partnership, AT Econ Ltd.
Partnership No. 2, Viatel, Inc., Viatel Acquisition Corp. and
Destia Communications, Inc.*
3. Stockholder Agreement, dated as of August 27, 1999, among
Steven West, SS Econ Ltd. Partnership, SS Econ Ltd.
Partnership No. 2, Viatel, Inc., Viatel Acquisition Corp. and
Destia Communications, Inc.*
4. Stockholder Agreement, dated as of August 27, 1999, among
Princess Gate Investors II, L.P., Acorn Partnership II, L.P.,
PGI Investments Limited, Investor Investments AB, Marinbeach
United S.A., Viatel, Inc., Viatel Acquisition Corp. and Destia
Communications, Inc.*
* Incorporated by reference from Viatel's Form 8-K filed on August 31, 1999
(File No. 000-21261).
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CUSIP No. 25063E 10 0 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.
VIATEL, INC.
September 7, 1999 By: /s/ Allan Shaw
__________________________________
Allan Shaw
Chief Financial Officer
