<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 2000


                                                      REGISTRATION NO. 333-40692

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                  FORM S-3/A-1


                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933
                            ------------------------

                                  VIATEL, INC.
                            VIATEL FINANCING TRUST I


             (Exact Name of Registrant as Specified in Its Charter)



<TABLE>
<S>                                                 <C>
                     DELAWARE                                           13-3787366
                     DELAWARE                                           13-4112595
  (State or Other Jurisdiction of Incorporation          (I.R.S. Employer Identification Number)
                 or Organization)
</TABLE>



                                685 THIRD AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 350-9200
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)



                          JAMES P. PRENETTA, JR., ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                  VIATEL, INC.
                                685 THIRD AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 350-9200
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)

                            ------------------------

                        COPIES OF ALL COMMUNICATIONS TO:

                             PATRICIA M. LEE, ESQ.
                            KELLEY DRYE & WARREN LLP
                                101 PARK AVENUE
                            NEW YORK, NEW YORK 10178
                                 (212) 808-7800
                            ------------------------


        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
   From time to time after the effective date of this Registration Statement.

                            ------------------------

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /


    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

                            ------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                            VIATEL FINANCING TRUST I
            3,600,000 7 3/4% TRUST CONVERTIBLE PREFERRED SECURITIES

          (LIQUIDATION AMOUNT $50 PER CONVERTIBLE PREFERRED SECURITY)

                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY

                                     [LOGO]

                         JUNIOR SUBORDINATED DEBENTURES
         GUARANTEE WITH RESPECT TO THE CONVERTIBLE PREFERRED SECURITIES
                                  COMMON STOCK
                            ------------------------


Holders may convert their convertible preferred securities and the convertible
debentures for which they are exchangeable into common stock of Viatel, Inc. at
any time at the rate of 1.048 shares of common stock for each convertible
preferred security or debenture.

                            ------------------------

The convertible preferred securities, the convertible debentures if distributed
to holders of the convertible preferred securities, and the Viatel common stock
issuable upon conversion of the convertible debentures exchanged for convertible
preferred securities (the "offered securities") may be offered and sold from
time to time by the selling holders named herein pursuant to this prospectus.
                            ------------------------

The offered securities may be sold from time to time in one or more transactions
at a fixed price or fixed prices, which may be changed, or at market prices
prevailing at the time of sale, at prices unrelated to such prevailing market
prices, or at negotiated prices. See "Selling Holders" and "Plan of
Distribution."
                            ------------------------


For a more detailed description of the offered securities, see "Description of
the Convertible Preferred Securities" at page 16, "Description of the
Convertible Debentures" at page 41, and "Description of Capital Stock" at page
55. For a more detailed description of the guarantee of Viatel, see "Description
of the Guarantee" at page 37.

                            ------------------------


Viatel's common stock is listed on the Nasdaq National Market under the symbol
"VYTL." On September 8, 2000, the reported last sale price on the Nasdaq
National Market was $13 1/4 per share.

                            ------------------------

The convertible debentures purchased from Viatel by Viatel Financing Trust I may
be subsequently distributed pro rata to the holders of the convertible preferred
securities in connection with the dissolution of the trust, upon the occurrence
of certain events.
                            ------------------------

Viatel has fully and unconditionally guaranteed the convertible preferred
securities based on its obligations under a guarantee, a trust declaration and
an indenture.
                            ------------------------


YOU SHOULD READ THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 12 FOR A
DISCUSSION OF CERTAIN RISKS THAT SHOULD BE CONSIDERED BY PERSONS MAKING AN
INVESTMENT IN THE OFFERED SECURITIES.

                             ---------------------


Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the offered securities or passed upon
the accuracy or adequacy of this prospectus.



               The date of this prospectus is September 11, 2000.

<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                           <C>
About This Prospectus.......................................       2
Where You Can Find More Information.........................       2
Presentation of Financial Information.......................       3
Incorporation of Certain Documents by Reference.............       3
Special Note Regarding Forward-Looking Statements...........       5
The Company.................................................       6
The Offering................................................       8
Viatel Financing Trust I....................................      11
Risk Factors................................................      12
Use of Proceeds.............................................      15
Accounting Treatment........................................      15
Ratio of Combined Fixed Charges and Preferred Stock
  Dividends to Earnings and Ratio of Earnings to Fixed
  Charges...................................................      15
Description of the Convertible Preferred Securities.........      16
Description of the Guarantee................................      37
Description of the Convertible Debentures...................      41
Effect of Obligations Under the Convertible Debentures and
  the Guarantee.............................................      53
Description of Capital Stock................................      55
United States Federal Income Taxation.......................      66
ERISA Considerations........................................      71
Selling Holders.............................................      73
Plan of Distribution........................................      74
Legal Matters...............................................      75
Experts.....................................................      75
</TABLE>


                            ------------------------

                             ABOUT THIS PROSPECTUS


    This prospectus is part of a registration statement on Form S-3 that we and
Viatel Financing Trust I, the trust, have filed with the SEC relating to the
trust's convertible preferred securities, Viatel's convertible debentures,
Viatel's guarantee and Viatel's common stock. As permitted by SEC rules, this
prospectus does not contain all the information contained in the registration
statement and accompanying exhibits and schedules we file with the SEC. You
should read both this prospectus and any prospectus supplement, together with
the additional information described under the next heading "Where You Can Find
More Information" and the information we incorporate by reference in this
prospectus described under the heading "Incorporation of Certain Documents by
Reference."


                      WHERE YOU CAN FIND MORE INFORMATION

    We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http:// www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities.

                                       2
<PAGE>

                     PRESENTATION OF FINANCIAL INFORMATION



    We report our financial statements in U.S. dollars and prepare our financial
statements in accordance with generally accepted accounting principles in the
United States. We have a fiscal year end of December 31.



    In this prospectus, except where otherwise indicated, reference to (i) "$"
or "U.S. dollars" are to the lawful currency of the United States and
(ii) "[EURO]" or "euro" is the single currency implemented at the start of the
third stage of European economic and monetary union on January 1, 1999, pursuant
to the treaty establishing the European Economic Community, as amended by the
treaty on European Union, signed at Maastricht on February 7, 1992.


    There are no separate financial statements of the trust in this prospectus.
We do not believe such financial statements would be helpful because:

    - the trust is a direct wholly-owned subsidiary of Viatel, and its financial
      information is incorporated into our consolidated financial statements
      that we file under the Securities Exchange Act;


    - the trust does not have any independent operations other than issuing the
      convertible preferred securities and certain common securities to Viatel
      and purchasing the convertible debentures; and



    - Viatel's obligations under the convertible debentures, the trust
      declaration and the guarantee, taken together, have the effect of
      providing a full, irrevocable and unconditional guarantee of the trust's
      obligations under the convertible preferred securities. Holders of
      convertible preferred securities may, under certain circumstances, enforce
      these obligations directly against Viatel. See "Description of the
      Guarantee" and "Effect of Obligations Under the Convertible Debentures and
      the Guarantee."


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    You should review the information and exhibits in the registration statement
for further information about us and our consolidated subsidiaries and the
securities we are offering. Statements in this prospectus concerning any
document we filed as an exhibit to the registration statement or that we
otherwise filed with the SEC are not intended to be comprehensive and are
qualified by reference to those filings. You should review the complete document
to evaluate these statements.

    The SEC allows us to incorporate by reference much of the information we
file with them. This means that we can disclose important information to you by
referring to those documents that are considered part of this prospectus. The
information that we incorporate by reference in this prospectus is considered to
be part of this prospectus. Because we are incorporating by reference future
filings with the SEC, this prospectus is continually updated and those future
filings may modify or supersede some of the information included or incorporated
in this prospectus. This means that you must look at all of the SEC filings that
we incorporate by reference to determine if any of the statements in this
prospectus or in any document previously incorporated by reference have been
modified or superseded. We incorporate by reference the documents listed below:


    - Annual Report on Form 10-K for the year ended December 31, 1999 as filed
      with the SEC on April 14, 2000;



    - Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, as
      filed with the SEC on August 14, 2000;



    - Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as
      filed with the SEC on May 15, 2000;


                                       3
<PAGE>

    - Current Reports on Form 8-K as filed with the SEC on December 17, 1999 and
      February 16, March 14, March 30, April 3 and April 7, 2000;



    - Amendment to the Current Report on Form 8-K, as filed with the SEC on
      May 12, 2000, which contains the audited financial statements of New
      Comms.UK;



    - the description of Viatel's common stock, par value $.01 per share,
      contained in our registration statement on Form 8-A (Registration
      No. 000-21261) filed with the SEC on August 27, 1996, under Section 12 of
      the Securities Exchange Act; and


    - all documents filed by us with the SEC pursuant to Sections 13(a), 13(c),
      14 or 15(d) of the Securities Exchange Act after the date of this
      prospectus and prior to the termination of the offering of securities.


    We are also incorporating certain information regarding Destia
Communications, Inc. into this prospectus by reference. This means that we can
disclose information to you about Destia's historical operations by referring
you to a document Destia filed with the SEC. The information incorporated by
reference is considered to be part of this prospectus, except for any
information that is superseded by information that is included in a subsequently
filed document or directly in this document. YOU SHOULD NOTE THAT THESE
INCORPORATED DOCUMENTS REFLECT DESTIA'S OPERATIONS PRIOR TO ITS ACQUISITION BY
US.



    This prospectus incorporates by reference the documents, or sections
thereof, listed below that have been previously filed with the SEC and that are
not included in this document:



    - The audited financial statements contained in Destia Communications Inc.'s
      Annual Report on Form 10-K for the year ended December 31, 1998, as filed
      with the SEC on March 31, 1999; and



    - The unaudited financial statements contained in Destia
      Communications, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
      September 30, 1999, as filed by Destia with the SEC on November 15, 1999;
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, as
      filed with the SEC on August 13, 1999; and Quarterly Report on Form 10-Q
      for the Quarter ended March 31, 1999, as filed with the SEC on May 17,
      1999.


    You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:


Viatel, Inc.
685 Third Avenue
New York, New York 10017
Attention: Glenn Davidson,
Senior Vice President,
Corporate Communications and
External Affairs
(212) 350-9200.


                                       4
<PAGE>
               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


    This prospectus, any applicable prospectus supplement and the documents that
we incorporate by reference, may contain forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "should," "will," and "would" or similar words. You
should read statements that contain these words carefully because they discuss
our future expectations, contain projections of our future results of operations
or of our financial position or state other "forward-looking" information. We
believe that it is important to communicate our future expectations to our
investors. However, there may be events in the future that we are not able to
accurately predict or control. The factors listed in the section captioned "Risk
Factors," as well as any cautionary language in this prospectus, any applicable
prospectus supplement and the documents that we incorporate by reference,
provide examples of risks, uncertainties and events that may cause our actual
results to differ materially from the expectations we describe in our
forward-looking statements. Before you decide to purchase any securities, you
should be aware that the occurrence of the events described in these risk
factors and elsewhere in this prospectus, any applicable prospectus supplement
and the documents that we incorporate by reference, could have a material
adverse effect on our business, financial condition and results of operations.


                                       5
<PAGE>
                                  THE COMPANY


    We are a rapidly growing provider of "ALL DISTANCE. ALL SERVICES.(TM),"
integrated telecommunication services to individuals, corporations, Internet
service providers, applications service providers and other communications
carriers in Europe and North America. We operate one of Europe's largest
pan-European networks, with international gateways in New York City and London,
direct sales forces in 12 Western European cities and New York City, and an
indirect sales force in numerous locations in Western Europe and North America.
We have full public telecommunications operator licenses in nine Western
European countries, Canada and the United States and interconnection agreements
with the incumbent telecommunications provider in each of these countries.



    Historically, our revenues have been derived primarily from the provision of
long distance telecommunications services in Europe and more recently in North
America. Our customer base has consisted primarily of small and medium-sized
businesses, other telecommunications, data and Internet service providers and
residential customers. On February 29, 2000, we acquired AT&T's United Kingdom
subsidiary, New Comms.UK, or Comms UK, a provider of voice and data solutions to
primarily enterprise level customers. As a result of this acquisition, we expect
that a significant portion of our revenues in future periods will be derived
from the provision of data and voice services to larger enterprise customers.



    Our principal asset is our high-capacity fiber optic network. To date, our
network consists of 7,400 route kilometers of long-haul fiber linking cities in
the United Kingdom, The Netherlands, Belgium, France and Germany. Our network is
expected to reach over 10,400 route kilometers in Europe by the end of 2000, and
is connected to Viatel's trans-Atlantic cable capacity and U.S. fiber assets.
The network has been designed to allow customers to seamlessly exchange voice,
data and video content between North America and Europe, and within Europe. Our
technologically advanced pan-European network employs fully protected
self-healing ring architecture and synchronous digital hierarchy systems to
provide high reliability and redundancy.


    Our network currently connects New York with 40 cities in Europe. In the
second half of 2000, it is expected to connect Boston, Chicago, New York,
Philadelphia and Washington, DC with 59 cities in Belgium, France, Germany, The
Netherlands, Switzerland and the United Kingdom. Our European network operates
at a speed of 20 gigabits per second but can be upgraded, without service
interruptions, to at least 640 gigabits per second per fiber pair through the
further application of dense wave division multiplexing technology, to support
Europe's growing demand for bandwidth intensive data services.

    Earlier this year, we announced our entry into the competitive local
exchange carrier, or CLEC, business. Through a combination of self-constructed
assets and fiber exchanges, we will be deploying 22,000 fiber kilometers of
metropolitan fiber in London, Amsterdam, Paris, Berlin, Frankfurt and Dusseldorf
as well as in the New York metropolitan area. We will soon be able to link our
pan-European, North American and trans-Atlantic broadband networks with our
high-speed local fiber networks to offer customers a wide array of local and
long-distance voice and data services over a single seamless, multinational
integrated network.


    Our goal is to provide integrated end-to-end solutions to our customers'
voice and data communications needs over our own network. We plan to deliver
these solutions primarily through networks that we have built, are in the
process of building or will build or acquire through fiber exchanges. Key
elements of our strategy to achieve this goal are:


    - CREATE AN INTEGRATED, CONTINUOUSLY UPGRADEABLE PAN-EUROPEAN NETWORK WITH
      LONG-HAUL AND LOCAL ACCESS CAPABILITY,

                                       6
<PAGE>

    - INCREASE CUSTOMER "LAST MILE" CONNECTIONS USING MULTIPLE ACCESS
      TECHNOLOGIES INCLUDING DIGITAL SUBSCRIBER LINE, OR DSL, SERVICE,


    - CONFIGURE OUR NETWORK FOR THE PROVISION OF SERVICES OVER INTERNET
      PROTOCOL,

    - INTRODUCE ADDITIONAL INTERNET SERVICES, AND


    - BUILD ON OUR CUSTOMER BASE, EMPLOYEE BASE AND SYSTEMS TO SUCCEED IN THE
      DATA SERVICES MARKETS.


                            ------------------------


    Our principal executive offices are located at 685 Third Avenue, New York,
New York 10017 and our telephone number is (212) 350-9200.


                                       7
<PAGE>
                                  THE OFFERING


<TABLE>
<S>                                         <C>
The Issuers...............................  - Viatel, Inc., a Delaware corporation.
                                            - Viatel Financing Trust I, a Delaware statutory
                                              business trust.

Securities Offered........................  - Trust: 3,600,000 7 3/4% trust convertible preferred
                                              securities.
                                            - Viatel: 7 3/4% convertible junior subordinated
                                            debentures, common stock issuable upon conversion of the
                                              convertible preferred securities and convertible
                                              debentures and the associated guarantee.

Selling Holders...........................  The convertible preferred securities were initially
                                            issued by the trust and sold by certain placement agents
                                            in transactions exempt from registration under the
                                            Securities Act to persons reasonably believed to be
                                            "qualified institutional buyers." You or your
                                            transferees, pledgees, donees, or successors may from
                                            time to time offer and sell the offered securities
                                            pursuant to this prospectus. See "Selling Holders."

Distributions.............................  Distributions on the convertible preferred securities
                                            are payable at the annual rate, or distribution rate, of
                                            7 3/4% of the liquidation amount of $50 per convertible
                                            preferred security. Subject to the distribution deferral
                                            provisions described below, distributions are paid
                                            quarterly in arrears on each January 15, April 15,
                                            July 15, and October 15. The first distribution was paid
                                            on July 15, 2000.

Distribution Deferral Provisions..........  The ability of the trust to pay distributions on the
                                            convertible preferred securities is solely dependent on
                                            the receipt of interest payments from us on the
                                            convertible debentures. We have the right at any time,
                                            and from time to time, to defer the interest payments
                                            due on the convertible debentures for successive
                                            extension periods not exceeding 20 consecutive quarters
                                            each, provided that no extension period may extend
                                            beyond the maturity date of the convertible debentures.
                                            If we defer such interest payments, distributions on the
                                            convertible preferred securities will continue to accrue
                                            and quarterly distributions on the convertible preferred
                                            securities will continue to accumulate.
</TABLE>


                                       8
<PAGE>

<TABLE>
<S>                                         <C>
Rights Upon Deferral
 of Distribution..........................  During any period in which interest payments on the
                                            convertible debentures are deferred, interest will
                                            accrue on the convertible debentures and quarterly
                                            distributions will continue to accumulate on the
                                            convertible preferred securities at the distribution
                                            rate, compounded quarterly. We have agreed, among other
                                            things, not to declare or pay any dividends on our
                                            capital stock during any extension period. See
                                            "Description of the Convertible Debentures--Option to
                                            Extend Interest Payment Period."

Conversion into Viatel Common
 Stock....................................  You may convert your convertible preferred securities at
                                            any time prior to the close of business on the business
                                            day prior to the maturity date of the convertible
                                            debentures (or, in the case of convertible preferred
                                            securities called for redemption, prior to the close of
                                            business on the business day prior to the redemption
                                            date), at the rate of 1.048 shares of our common stock
                                            for each convertible preferred security (equivalent to a
                                            conversion price of $47.71 per share of common stock),
                                            subject to adjustment in certain circumstances. On
                                            September 8, 2000, the last reported sale price of our
                                            common stock on the Nasdaq National Market was $13 1/4
                                            per share.

Liquidation Preference....................  If the trust is liquidated, you will receive either our
                                            convertible debentures or $50 per convertible preferred
                                            security plus an amount equal to any accrued and unpaid
                                            distributions thereon to the date of payment.

Optional Distribution of Convertible
 Debentures...............................  As the holder of the outstanding common securities, we
                                            will have the right at any time to terminate the trust
                                            and, after satisfaction of the liabilities of creditors
                                            of the trust as provided by applicable law, cause the
                                            convertible debentures to be distributed to the holders
                                            of the convertible preferred securities and common
                                            securities in liquidation of the trust, subject to The
                                            Bank of New York, in its capacity as institutional
                                            trustee, having, under certain circumstances, received
                                            an opinion of counsel to the effect that such
                                            distribution will not be a taxable event to holders of
                                            the convertible preferred securities.

Redemption................................  We may redeem any of the convertible debentures
                                            beginning April 18, 2003, at the applicable redemption
                                            price, plus accrued and unpaid interest. If we redeem
                                            the convertible debentures, the trust will redeem the
                                            convertible preferred securities. The convertible
                                            preferred securities will be redeemed at the applicable
                                            redemption price plus accrued and unpaid distributions.

Guarantee.................................  We have guaranteed on a subordinated basis the payment
                                            in full of distributions on, and the redemption price
                                            and the liquidation preference of, the convertible
                                            preferred securities,
</TABLE>



                                       9

<PAGE>

<TABLE>
<S>                                         <C>
                                            plus accrued and unpaid distributions to the extent the
                                            trust has funds available therefor.

Voting Rights.............................  You have limited voting rights. See "Description of the
                                            Convertible Preferred Securities--Voting Rights."

Convertible Junior Subordinated
 Debentures of Viatel.....................  The convertible debentures mature on April 15, 2015, and
                                            bear interest at the rate of 7 3/4% per annum, payable
                                            quarterly in arrears. The convertible debentures have
                                            provisions with respect to interest, optional redemption
                                            and conversion into our common stock and certain other
                                            terms substantially similar or analogous to those of the
                                            convertible preferred securities. See "Description of
                                            the Convertible Debentures."

Form, Denomination and
 Registration.............................  Convertible preferred securities currently are
                                            represented by a single, permanent global security in
                                            fully registered form, deposited with the trustee as
                                            custodian for The Depository Trust Company. Purchasers
                                            may receive definitive certificates under certain
                                            circumstances.

Use of Proceeds...........................  The selling holders will receive all of the proceeds
                                            from the sale of the offered securities. Neither we nor
                                            the trust will receive any proceeds from the sale of the
                                            offered securities.
</TABLE>


                                       10
<PAGE>
                            VIATEL FINANCING TRUST I


    Viatel Financing Trust I is a statutory business trust formed under Delaware
law pursuant to (1) a Declaration of Trust, referred to in this prospectus as
the Declaration, executed by us, as sponsor, and the trustees of the trust,
referred to in this prospectus as the VFT Trustees, and (2) the filing of a
certificate of trust with the Secretary of State of the State of Delaware. We
own all of the common securities, which have an aggregate liquidation amount
equal to at least 3% of the total capital of the trust. The assets of the trust
consist solely of the convertible debentures. The trust exists for the exclusive
purposes of:


    - issuing the convertible preferred securities and the common securities
      representing undivided beneficial interests in the assets of the trust,

    - investing the gross proceeds of the convertible preferred securities and
      the common securities in our convertible debentures and

    - engaging in only those other activities necessary or incidental thereto.


    Pursuant to the Declaration, the number of VFT Trustees has been initially
set at five. Three of the VFT Trustees, referred to throughout the prospectus as
the Regular Trustees, are our employees and officers. The fourth trustee,
referred to in this prospectus as the Delaware Trustee, is an entity that
maintains its principal place of business in the State of Delaware. The fifth
trustee, referred to in this prospectus as the Institutional Trustee, is a
financial institution that is unaffiliated with us and serves as institutional
trustee under the Declaration and acts as indenture trustee under the
Declaration for the purposes of compliance with the provisions of the Trust
Indenture Act. The Bank of New York, a New York banking corporation, is the
Institutional Trustee and its affiliate, The Bank of New York (Delaware), a
Delaware banking corporation, acts as Delaware Trustee, until removed or
replaced by the holder of the common securities. The Bank of New York also acts
as trustee under the Guarantee, referred to in this prospectus as the Guarantee
Trustee and as trustee under the indenture, referred to in this prospectus as
the Debt Trustee. See "Description of the Convertible Preferred Securities--
Voting Rights."



    The Institutional Trustee holds title to the convertible debentures for the
benefit of the holders of the convertible preferred securities and the
Institutional Trustee has the power to exercise all rights, powers and
privileges under the indenture as the holder of the convertible debentures. In
addition, the Institutional Trustee maintains exclusive control of a segregated,
non-interest bearing bank account to hold all payments made in respect of the
convertible debentures for the benefit of the holders of the convertible
preferred securities. The Institutional Trustee will make payments of
distributions and payments on liquidation, redemption and otherwise to the
holders of the trust securities out of funds which it holds in a separate
account. The Guarantee Trustee holds the Guarantee for the benefit of the
holders of the convertible preferred securities. We, as the direct or indirect
holder of all of the common securities, have the right to appoint, remove or
replace a VFT Trustee and to increase or decrease the number of VFT Trustees. We
are required to pay all fees and expenses related to the trust and we paid all
of the expenses associated with the original offering of the convertible
preferred securities. See "Description of the Convertible
Debentures--Miscellaneous."


    The common securities rank equal to, and payments are made thereon PRO RATA
with, the convertible preferred securities, except that upon the occurrence and
continuance of an event of default under the Declaration resulting from an event
of default under the indenture, the rights of the holders of the common
securities to payment in respect of distributions and payments upon liquidation,
redemption or otherwise will be subordinated to the rights of holders of the
convertible preferred securities. See "Description of Convertible Preferred
Securities--General."


    The rights of the holders of the convertible preferred securities, including
economic rights, rights to information and voting rights, are set forth in the
Declaration and the Delaware Business Trust Act. The Declaration, the indenture
and the Guarantee also incorporate by reference the terms of the Trust Indenture
Act. The Declaration, the indenture and the Guarantee have been qualified under
the Trust Indenture Act.


                                       11
<PAGE>
                                  RISK FACTORS


    IN ADDITION TO THE OTHER INFORMATION CONTAINED, OR INCORPORATED BY
REFERENCE, IN THIS PROSPECTUS, YOU SHOULD REVIEW CAREFULLY THE FOLLOWING RISK
FACTORS BEFORE PURCHASING ANY SECURITIES. THE RISKS DESCRIBED BELOW ARE NOT THE
ONLY ONES THAT WE FACE. YOU SHOULD ALSO REFER TO OTHER INFORMATION INCLUDED IN
THIS PROSPECTUS AND THE DOCUMENTS, INCLUDING OTHER RISK FACTOR SECTIONS,
INCORPORATED BY REFERENCE IN THIS PROSPECTUS. OUR BUSINESS OPERATING RESULTS,
FINANCIAL CONDITION AND ABILITY TO MAKE PAYMENTS ON THE SECURITIES COULD BE
HARMED IF THESE RISKS OCCURRED.


OUR OBLIGATIONS UNDER THE GUARANTEE AND CONVERTIBLE DEBENTURES ARE SUBORDINATE
AND JUNIOR IN RIGHT OF PAYMENT TO OUR SENIOR DEBT

    The trustee holds the Guarantee for the benefit of the holders of the
convertible preferred securities. The Guarantee is only effective to the extent
that the trust has funds. Our obligations under the convertible debentures are
subordinate and junior in right of payment to all of our present and future
senior indebtedness (i.e., all of our indebtedness). We may not make payment of
principal, including redemption payments, or premium, if any, or interest on the
convertible debentures if:

    - any payment on our senior indebtedness is not made when due, or

    - the maturity of any senior indebtedness has been accelerated.


    There are no terms in the convertible preferred securities, the convertible
debentures or the Guarantee that limit our ability to incur additional
indebtedness, including indebtedness that ranks senior to the convertible
debentures, or to grant security interests. As of June 30, 2000, we had
approximately $2.1 billion of senior indebtedness, $115.8 million of which was
secured. We also had $31.0 million of outstanding secured letters of credit at
June 30, 2000. See "Description of the Guarantee--Status of the Guarantee;
Subordination" and "Description of the Convertible Debentures--Subordination."


OUR ABILITY TO DEFER INTEREST PAYMENTS HAS TAX CONSEQUENCES FOR THE HOLDERS OF
CONVERTIBLE PREFERRED SECURITIES AND MAY AFFECT THE TRADING PRICE OF THE
PREFERRED SECURITIES


    So long as we are not in default on the convertible debentures, we have the
right under the indenture to defer payments of interest on the convertible
debentures for up to 20 consecutive quarters, but not beyond the maturity date
of the convertible debentures.



    If we defer interest payments on the convertible debentures, the trust will
also defer distributions on the convertible preferred securities. During this
deferral period, the convertible preferred securities will still accumulate
distributions at an annual rate of 7 3/4% of the liquidation amount of $50 per
convertible preferred security, plus a holder will accumulate additional
distributions at the same rate, compounded quarterly, on any unpaid
distribution.


    During a deferral period, you will be required to accrue interest income (in
the form of original issue discount) for United States federal income tax
purposes in respect of your PRO RATA share of the convertible debentures. As a
result, a holder must include the accrued interest in its gross income for
United States federal income tax purposes prior to receiving any cash. A holder
will not receive the cash distribution related to any accrued and unpaid
interest if it sells the convertible preferred securities before the end of the
deferral period.

    During a deferral period, accrued but unpaid distributions will increase the
holder's tax basis in the convertible preferred securities. If a holder sells
the convertible preferred securities during a deferral period, the increased tax
basis will decrease the amount of any capital gain or increase the amount of
capital loss that would be otherwise realized on the sale. See "United States
Federal Income Taxation--Potential Extension of Interest Payment Period and
Original Issue Discount."

                                       12
<PAGE>
HOLDING COMPANY STRUCTURE

    The ability of the trust to pay amounts due on the convertible preferred
securities is wholly dependent upon our making payments on the convertible
debentures. Since our operations are primarily conducted through subsidiaries,
our ability to pay interest and principal on the convertible debentures, and,
therefore, for the trust to make distributions and other payments on the
convertible preferred securities, will be dependent on our subsidiaries ability
to pay dividends to us in sufficient amounts. Because none of our subsidiaries
guarantee the payment of principal of, and interest on, the convertible
debentures, claims of holders of the convertible preferred securities
effectively will be subordinate to the claims of creditors of our subsidiaries,
including trade creditors. See "--Our Obligations Under the Guarantee and
Convertible Debentures Are Subordinate and Junior in Right of Payment to Our
Senior Debt."

SPECIAL EVENT DISTRIBUTION; TAX EVENT REDEMPTION

    Upon the occurrence of certain events, the trust could be dissolved, with
our consent, except in the limited circumstances described below, with the
result that the convertible debentures would be distributed to the holders of
the convertible preferred securities in connection with the liquidation of the
trust. In certain circumstances, we would have the right to redeem the
convertible debentures, in whole or in part, instead of a distribution of the
convertible debentures by the trust, in which event the trust would redeem the
convertible preferred securities on a PRO RATA basis, to the same extent as the
convertible debentures are redeemed by us. See "Description of the Convertible
Preferred Securities--Special Event Distribution; Tax Event Redemption."


    Under current United States federal income tax law, a distribution of
convertible debentures upon the dissolution of the trust would not be a taxable
event to you of the convertible preferred securities. However, a dissolution of
the trust in which holders of the convertible preferred securities receive cash
would be a taxable event to such holders. In addition, if the trust is
classified for United States federal income tax purposes as an association
taxable as a corporation at the time it is dissolved, the distribution of the
convertible debentures would be a taxable event to you. See "United States
Federal Income Taxation--Receipt of Convertible Debentures or Cash Upon
Liquidation of the Trust."


    We cannot predict the market prices for the convertible preferred securities
or the convertible debentures that may be distributed. The convertible preferred
securities that an investor may purchase or the convertible debentures that a
holder of convertible preferred securities may receive on dissolution and
liquidation of the trust may trade at a discount to the price that the investor
paid to purchase the convertible preferred securities. Because holders of
convertible preferred securities may receive convertible debentures, prospective
purchasers of convertible preferred securities are also making an investment
decision with regard to the convertible debentures and should carefully review
all the information regarding the convertible debentures contained in this
prospectus. See "Description of the Convertible Preferred Securities--Special
Event Distribution; Tax Event Redemption" and "Description of the Convertible
Debentures--General."

TAX IMPLICATIONS OF MARKET TRANSACTIONS IN THE PREFERRED SECURITIES


    The convertible preferred securities may trade at a price that does not
accurately reflect the value of accrued but unpaid interest, or original issue
discount if the convertible debentures are treated as having been issued, or
reissued, with original issue discount, with respect to the underlying
convertible debentures. A holder who disposes of convertible preferred
securities will be required to include in ordinary income (1) any portion of the
amount realized that is attributable to such accrued but unpaid interest to the
extent not previously included in income or (2) any amount of such interest, or
original issue discount, in either case, that has accrued on the holders
PRO RATA share of the underlying convertible debentures during the taxable year
of sale through the date of disposition. Any such income inclusion will increase
the holder's adjusted tax basis in the convertible preferred securities disposed
of.


                                       13
<PAGE>

To the extent that the amount realized in the sale is less than the holder's
adjusted tax basis, a holder will recognize a capital loss. Subject to certain
limited exceptions, capital losses cannot be applied to offset ordinary income
for United States federal income tax purposes.


YOU MAY FIND IT DIFFICULT TO SELL YOUR CONVERTIBLE SECURITIES

    The convertible preferred securities and convertible debentures offered
hereby are new securities for which there is currently no public market. There
is no established trading market for these convertible securities. Accordingly,
we cannot assure you as to the development of any market for, or the liquidity
of any market that may develop for, the convertible securities, your ability to
sell your convertible securities or the price at which you would be able to sell
your convertible securities. If such a trading market were to develop, your
convertible securities could trade at prices that may be higher or lower than
the initial market values depending on many factors, including prevailing
interest rates, our results of operations, the market for similar securities and
general macroeconomic and market conditions.

YOUR FAILURE TO PARTICIPATE IN THIS OFFERING WILL HAVE ADVERSE CONSEQUENCES


    Your existing securities have not been registered under the Securities Act
or under the securities laws of any state and you may not resell, offer them for
resale or otherwise transfer them unless they are subsequently registered or
resold under and exemption from the registration requirements of the Securities
Act and applicable state securities laws. If you do not transfer your securities
pursuant to this shelf registration statement, you will not be able to resell,
offer to resell or otherwise transfer the securities unless they are registered
under the Securities Act or unless you resell them, offer to resell or otherwise
transfer them under an exemption from the registration requirements of, or in a
transaction not subject to, the Securities Act.



    Viatel hereby incorporates by reference, each of the additional risk factors
contained in its Form 10-K for the year ended December 31, 1999 contained in
Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Risk Factors".


                                       14
<PAGE>
                                USE OF PROCEEDS

    The selling holders will receive all of the proceeds from the sale of the
offered securities. Neither we nor the trust will receive any proceeds from the
sale of the offered securities.

                              ACCOUNTING TREATMENT


    The financial statements of the trust are consolidated with our financial
statements, with the convertible preferred securities accounted for as minority
interests and captioned in the consolidated balance sheet as "Viatel-obligated
mandatorily redeemable convertible preferred securities of subsidiary grantor
trust whose sole assets are junior subordinated debentures of Viatel."



                      RATIO OF COMBINED FIXED CHARGES AND
                   PREFERRED STOCK DIVIDENDS TO EARNINGS AND
                       RATIO OF EARNINGS TO FIXED CHARGES



    The following table sets forth our (1) consolidated ratio of combined fixed
charges and preferred stock dividends to earnings, (2) consolidated ratio of
earnings to fixed charges and (3) consolidated deficiency of earnings to fixed
charges, in each case, for the periods indicated.



<TABLE>
<CAPTION>
                                                                                                        FOR THE SIX MONTHS
                                             FOR THE YEARS ENDED DECEMBER 31,                             ENDED JUNE 30,
                            ------------------------------------------------------------------   --------------------------------
                                                                                     PRO FORMA                          PRO FORMA
                              1995       1996       1997       1998        1999        1999        1999       2000        2000
                            --------   --------   --------   ---------   ---------   ---------   --------   ---------   ---------
                                                                         (DOLLARS IN THOUSANDS)
<S>                         <C>        <C>        <C>        <C>         <C>         <C>         <C>        <C>         <C>
Consolidated Ratio of
  Combined Fixed Charges
  and Preferred Stock
  Dividends to Earnings...     (0.50)     (0.42)     (0.43)      (1.82)      (1.92)     (5.02)      (3.42)      (0.86)      (1.04)
Consolidated Ratio of
  Earnings to Fixed
  Charges.................     (1.99)     (2.36)     (2.31)      (0.55)      (0.52)     (0.20)      (0.29)      (1.17)      (0.96)
Deficiency of Earnings to
  Fixed Charges...........  $(28,984)  $(38,442)  $(43,208)  $(133,927)  $(229,252)  $(243,202)  $(88,627)  $(276,282)  $(280,196)
</TABLE>



    On a pro forma basis, taking into consideration the trust preferred
securities and the euro notes sold in April 2000, the consolidated ratio of
combined fixed charges and preferred stock dividends to earnings for the year
ended December 31, 1999, and the six months ended June 30, 2000, were (5.02) and
(1.04), respectively, the consolidated ratio of earnings to fixed charges for
the year ended December 31, 1999 and the six months ended June 30, 2000 were
(0.20) and (0.96), respectively, and the deficiency of earnings to fixed charges
for the year ended December 31, 1999, and the six months ended June 30, 2000,
were $243.2 million and $280.2 million, respectively.


    For purposes of calculating these ratios, "earnings" consist of net loss
plus fixed charges, less dividends on preferred stock and extraordinary items,
less capitalized interest expense. "Fixed charges" consist of interest on
indebtedness, dividends on preferred stock and one-third of rent expense. As of
the date of this prospectus, our only outstanding preferred stock consists of
162,500 shares of Series B-1 preferred stock and 162,500 shares of Series B-2
preferred stock.

                                       15
<PAGE>
              DESCRIPTION OF THE CONVERTIBLE PREFERRED SECURITIES


    The trust issued the convertible preferred securities pursuant to the terms
of the Declaration. The Declaration incorporates by reference terms of the Trust
Indenture Act, and the Declaration has been qualified under the Trust Indenture
Act. The Institutional Trustee acts as indenture trustee for the convertible
preferred securities under the Declaration for purposes of compliance with the
provisions of the Trust Indenture Act. The terms of the convertible preferred
securities include those stated in the Declaration and those made part of the
Declaration by the Trust Indenture Act. The following summary of certain terms
and provisions of the convertible preferred securities does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
Declaration, the Delaware Business Trust Act and the Trust Indenture Act.


GENERAL

    The Declaration authorized the Regular Trustees to issue, on behalf of the
trust, the convertible preferred securities and the common securities, which
together make up the trust securities. The trust securities represent undivided
beneficial interests in the assets of the trust. We own all of the common
securities. The common securities generally rank the same as convertible
preferred securities, except that upon the occurrence and during the continuance
of an event of default under the Declaration, our right as the holder of the
common securities to receive payment of periodic distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the convertible preferred securities. The Declaration does not permit
the trust to issue any securities other than the trust securities or to incur
any indebtedness. Under the Declaration, the Institutional Trustee holds the
convertible debentures purchased by the trust for the benefit of the holders of
the trust securities. Our Guarantee is subordinated to most of our other
obligations and liabilities. Our Guarantee does not provide for the payment of
distributions (as defined below) or amounts payable on redemption of the
convertible preferred securities if the trust does not have funds available to
make such payments. See "Description of the Guarantee." If we do not make
required payments on the convertible debentures held by the trust, after taking
into account our right to defer such payment for up to 20 consecutive quarters,
the trust will not be able to pay any distributions to you. In that event, you
may have the right to make a claim directly against us to enforce payment of the
amount due to you. See "--Voting Rights" and "--Declaration Events of Default."

DISTRIBUTIONS

    Distributions on the convertible preferred securities are fixed at an annual
rate of 7 3/4% of the stated liquidation amount of $50 per convertible preferred
security. Distributions in arrears for more than one quarter will accrue
interest at an annual rate of 7 3/4% (to the extent permitted by applicable
law), compounded quarterly. The term "distribution", when referring to the
convertible preferred securities, includes any such interest payable unless
otherwise stated. A distribution is payable only to the extent that payments are
made in respect of the debentures held by the Institutional Trustee and to the
extent the Institutional Trustee has funds available therefore. The amount of
distributions payable for any period is computed on the basis of a 360-day year
of twelve 30-day months. The amount of distributions payable for any period
shorter than a full quarterly period is computed on the basis of the actual
number of days elapsed per 30-day month.

    Distributions on the convertible preferred securities:


    - are cumulative, and



    - are payable quarterly in arrears on January 15, April 15, July 15 and
      October 15 of each year, when, as and if available for payment.


Distributions will be made by the Institutional Trustee, except as otherwise
described below.

    We may defer the payment to the trust of interest on our convertible
subordinated debentures at any time for one or more extension periods unless we
are in default under the indenture. Such right to

                                       16
<PAGE>
extend the interest payment period for the convertible debentures is limited to
a period not exceeding 20 consecutive quarters and such period may not extend
beyond the date of maturity or any redemption date of the convertible
debentures. If we elect to defer the payment of interest, then quarterly
distributions on the convertible preferred securities will be deferred by the
trust during the extension period. The distribution will continue to accumulate,
with additional interest, generally at an annual rate of 7 3/4%, compounded
quarterly, during the extension period. Each extension period, if any, will end
on an interest payment date for the convertible debentures; which will also be a
distribution payment date for the convertible preferred securities. If we
exercise our right to defer payment of interest, then, during such extension
period, we may not:

    - declare or pay dividends on, make distributions with respect to, or
      redeem, purchase or acquire, or make a liquidation payment with respect
      to, any of our capital stock, or


    - make any payment of interest, principal or premium, if any, on or repay,
      repurchase or redeem any debt securities issued by us that generally rank
      the same as or junior in interest to the convertible debentures or make
      any guarantee payments with respect to any guarantee by us of the debt
      securities of any of our subsidiaries if such guarantee generally ranks
      the same as or junior in interest to the convertible debentures (other
      than (1) as a result of a reclassification of our capital stock or the
      exchange or conversion of one class or series of our capital stock for
      another class or series of our capital stock, (2) the purchase of
      fractional interests in shares of our capital stock pursuant to the
      conversion or exchange provisions of such capital stock or the security
      being converted or exchanged for our capital stock, (3) dividends or
      distributions in our common stock, (4) any declaration of a dividend in
      connection with the implementation of a stockholders' rights plan, or the
      issuance of stock under any such plan in the future, or the redemption or
      repurchase of any such rights pursuant thereto, (5) payments under the
      Guarantee and Common Securities Guarantee (as defined herein),
      (6) purchases of common stock related to the issuance of common stock or
      rights under any of our benefit plans for our directors, officers or
      employees and (7) obligations under any dividend reinvestment and stock
      purchase plans).


    Prior to the termination of any such extension period, we may further extend
the interest payment period; PROVIDED that such extension period, together with
all such previous and further extensions, may not exceed 20 consecutive quarters
or extend beyond the date of maturity or any redemption date of the convertible
debentures. Upon the termination of any extension period and the payment of all
amounts then due, we may commence a new extension period, subject to the above
requirements. Consequently, at our option, there could be multiple extension
periods of varying length throughout the term of the convertible debentures. See
"Description of the Convertible Debentures--Interest" and "Description of the
Convertible Debentures--Option to Extend Interest Payment Period." If the trust
defers distributions, the deferred distributions and interest will be payable on
the distribution payment date on which the relevant extension period terminates
and will be paid to holders of record of the convertible preferred securities as
they appear on the books and records of the trust at the close of business on
the record date next preceding such distribution payment date.

    The trust must pay distributions on the convertible preferred securities on
the date payable to the extent that the trust has funds available for the
payment of such distributions. The trust's funds available for distribution to
the holders of the convertible preferred securities will be limited to payments
received from us on the convertible debentures. See "Description of the
Convertible Debentures." We have guaranteed the payment of distributions out of
monies held by the trust to the extent set forth under "Description of the
Guarantee."


    Distributions on the convertible preferred securities will be payable to the
holders as they appear on the books and records of the trust at the close of
business on the relevant record dates, which will be fifteen days prior to the
relevant payment dates (which payment dates correspond to the record and
interest payment dates on the convertible debentures). Distributions payable on
the convertible


                                       17
<PAGE>

preferred securities that are not punctually paid on any payment date because we
fail to make a payment under the convertible debentures will cease to be payable
to the person in whose name they are registered on the relevant record date, and
the defaulted distribution will instead be payable to the holder in whose name
the convertible preferred securities are registered on the special record date
or other specified date determined in accordance with the indenture.
Distributions will be paid through the Institutional Trustee who will hold
amounts received in respect of the convertible debentures for the benefit of the
holders of the trust securities. Subject to any applicable laws and regulations
and the provisions of the Declaration, each such payment will be made as
described under "--Form, Denomination and Registration" below. If any date on
which distributions are to be made on the convertible preferred securities is
not a business day, then payment of the distributions payable on such date will
be made on the next succeeding day that is a business day (and without any
interest or other payment in respect of any such delay), except that, if such
business day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding business day, in each case with the same force and
effect as if made on such date. A "business day" means any day other than
Saturday, Sunday or any other day on which banking institutions in The City of
New York or Wilmington, Delaware are permitted or required by any applicable law
to close.


CONVERSION RIGHTS

    GENERAL.  You may convert the convertible preferred securities at any time
through the close of business on the business day prior to the maturity date of
the convertible debentures (or, in the case of convertible preferred securities
called for redemption, prior to the close of business on the business day prior
to the redemption date), in the manner described below, into shares of our
common stock at an initial conversion rate of 1.048 shares of common stock for
each convertible preferred security (equivalent to a conversion price of $47.71
per share of common stock), subject to adjustment as described under
"--Conversion Price Adjustments--General" below.


    A holder of a convertible preferred security wishing to exercise its
conversion right must surrender such convertible preferred security, together
with an irrevocable conversion notice, to the Institutional Trustee, as
conversion agent (the "Conversion Agent"), which shall, on behalf of such
holder, exchange such convertible preferred security for an equivalent portion
of the convertible debentures and immediately convert an equivalent amount of
convertible debentures into our common stock. You may obtain copies of the
required form of the conversion notice from the Conversion Agent. Additional
procedures for converting book-entry convertible preferred securities into
shares of our common stock are described below under "--Form, Denomination and
Registration."


    Accrued distributions will not be paid on the convertible preferred
securities that are converted. However, if any convertible preferred security is
converted after the close of business on a record date for payment of
distributions thereon, the distributions shall be paid on the distribution date
to the person who was the registered holder of the convertible preferred
security at the close of business on such record date, despite such conversion,
unless such convertible preferred security has been called for redemption on a
redemption date falling between the record date and the corresponding
distribution payment date, in which case the amount of such payment shall
include distributions accrued to, but excluding, such redemption date and such
payment shall be made to the converting holder. In addition, the holder of any
convertible preferred security converted after April 15, 2014 will be paid
accrued and unpaid distributions within five business days of such conversion.
Except as provided in the two immediately preceding sentences, neither we nor
the trust shall make any payment, allowance or adjustment for accumulated and
unpaid distributions accrued on converted convertible preferred securities. We
will make no payment, allowance or adjustments for distributions on the shares
of our common stock issued upon such conversion, except to the extent that such
shares of common stock are held of record on the record date for any such
distributions.

                                       18
<PAGE>
    We will not issue any fractional shares of common stock as a result of
conversion. Instead, any fractional interest will be paid by us in cash based on
the closing price (as defined in the Declaration) of our common stock on the
date such convertible preferred securities are surrendered for conversion.

    CONVERSION PRICE ADJUSTMENTS--GENERAL.  The initial conversion price of
$47.71 per share of our common stock is subject to adjustment (under formulae
set forth in the indenture) in certain events, including:


    - the issuance of shares of our common stock as a dividend or a distribution
      with respect to our common stock,



    - certain subdivisions, combinations and reclassifications of our common
      stock,



    - the issuance to all holders of our common stock of certain rights or
      warrants entitling them to subscribe for or purchase shares of our common
      stock for a price per share less than the current market price per share,



    - distribution to all holders of our common stock of shares of any class or
      series of capital stock (other than our common stock) or evidences of our
      indebtedness or of assets (including securities, but excluding those
      rights, warrants, dividends and distributions referred to above or paid in
      cash),



    - distributions consisting exclusively of cash, excluding any quarterly cash
      dividend on our common stock to the extent that the aggregate cash
      dividend per share of our common stock in any quarter does not exceed the
      greater of (x) the amount per share of our common stock of the next
      preceding quarterly dividend on our common stock to the extent that such
      preceding quarterly dividend did not require an adjustment of the
      conversion price pursuant to this clause (v) (as adjusted to reflect
      subdivisions or combinations of our common stock), and (y) 3.75% of the
      average of the daily closing price (as defined in the indenture) of our
      common stock during the ten consecutive trading days (as defined in the
      indenture) immediately prior to the date in question and the day before
      the "ex" date with respect to the distribution of such dividend and
      excluding any dividend or distribution in connection with our liquidation,
      dissolution or winding-up,



    - payment to holders of our common stock in respect of a tender or exchange
      offer by us or any subsidiary for our common stock to the extent that the
      cash and value of any other consideration included in such payment per
      share of our common stock exceeds the closing price (as defined in the
      indenture) per share of our common stock on the trading day next
      succeeding the last date on which tenders or exchanges may be made
      pursuant to such tender or exchange offer, and



    - payment in respect of a tender offer or exchange offer by a person other
      than us or any of our subsidiaries of consideration having a fair market
      value (as determined by our board of directors) that exceeds the closing
      price (as defined in the indenture) per share on the trading day next
      succeeding the closing date of the offer, and our board of directors is
      not recommending rejection of the offer.



If an adjustment is required to be made as set forth in the fifth clause above
as a result of a distribution that is a quarterly dividend, the adjustment would
be based upon the amount by which the distribution exceeds the amount of the
quarterly cash dividend permitted to be excluded pursuant to such fifth clause.
If an adjustment is required to be made as a result of a distribution that is
not a quarterly dividend, the adjustment would be based upon the full amount of
the distribution. The adjustment referred to in the last clause above will only
be made if the tender offer or exchange offer is for an amount that increases
that person's ownership of our common stock to more than 25% of the total shares
of our common stock outstanding. The adjustment referred to in the last clause
above will not be made, however, if, as of the closing of the offer, the
offering documents with respect to such offer disclose a plan or an intention to
cause us to engage in a consolidation or merger or a sale of all


                                       19
<PAGE>

or substantially all of our assets. The convertible debentures provide for
corresponding anti-dilution adjustments.


    No adjustment in the conversion price will be required unless such
adjustment would require a change of at least one percent (1%) in the conversion
price then in effect; PROVIDED, HOWEVER, that any adjustment that would not be
required to be made shall be carried forward and taken into account in
determining whether any subsequent adjustment shall be required. If any action
would require adjustment of the conversion price pursuant to more than one of
the provisions described above, only one adjustment shall be made and such
adjustment shall be the amount of adjustment that has the highest absolute value
to the holder of the convertible preferred securities. Except as stated above,
the conversion price will not be adjusted for the issuance of our common stock
or any securities convertible into or exchangeable for our common stock or
carrying the right to purchase any of the foregoing.

    We may, from time to time, to the extent permitted by law, reduce the
conversion price of the convertible debentures (and thus the conversion price of
the convertible preferred securities) by any amount for any period of time of at
least 20 days, in which case we will give at least 15 days' prior notice of such
reduction.


    CONVERSION PRICE ADJUSTMENTS--MERGER, CONSOLIDATION OR SALE OF OUR ASSETS.
If we are party to any transaction including without limitation (1) any
recapitalization or reclassification of shares of our outstanding common stock
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination of our
common stock), (2) any consolidation or merger of us with or into another person
or any merger of another person into us (other than a merger that does not
result in a reclassification, conversion, exchange or cancellation of our
outstanding common stock), (3) any sale or transfer of all or substantially all
of our assets, or (4) any compulsory share exchange pursuant to which either
shares of our common stock shall be converted into the right to receive other
securities, cash or other property, or, in the case of a sale or transfer of all
or substantially all of our assets, the holders of our common stock will be
entitled to receive other securities, cash or other property, then appropriate
provision shall be made so that the holder of each convertible preferred
security then outstanding shall have the right thereafter to convert such
convertible preferred security only into:


    (x) in the case of any such transaction that does not constitute a Common
        Stock Fundamental Change (as defined below) and subject to funds being
        legally available for such purpose under applicable law at the time of
        such conversion, the kind and amount of the securities, cash or other
        property that would have been receivable upon such recapitalization,
        reclassification, consolidation, merger, sale, transfer or share
        exchange by a holder of the number of shares of our common stock
        issuable upon conversion of such convertible preferred security
        immediately prior to such recapitalization, reclassification,
        consolidation, merger, sale, transfer or share exchange, after giving
        effect, in the case of any Non-Stock Fundamental Change (as defined
        below), to any adjustment in the conversion price in accordance with
        clause (1) of the second following paragraph, and

    (y) in the case of any such transaction that constitutes a Common Stock
       Fundamental Change, common stock of the kind received by holders of our
       common stock as a result of such Common Stock Fundamental Change in an
       amount determined in accordance with clause (2) of the second following
       paragraph.

    The company formed by such consolidation or resulting from such merger or
that acquires assets or that acquires shares of our common stock, as the case
may be, must make provisions in its certificate or articles of incorporation or
other constituent document to establish such right. Such certificate or articles
of incorporation or other constituent document must provide for adjustments
that, for events subsequent to the effective date of such certificate or
articles of incorporation or other constituent documents, will be as nearly
equivalent as may be practicable to the relevant adjustments provided for in the
preceding paragraphs and in this paragraph.

                                       20
<PAGE>
    Notwithstanding any other provision in the preceding paragraphs to the
contrary, if any Fundamental Change (as defined below) occurs, then the
conversion price in effect will be adjusted immediately after such Fundamental
Change as follows:

    (1) in the case of a Non-Stock Fundamental Change, the conversion price of
        the convertible preferred securities immediately following such
        Non-Stock Fundamental Change will be the lower of:

       - the conversion price in effect immediately prior to such Non-Stock
         Fundamental Change, but after giving effect to any other prior
         adjustments effected pursuant to the preceding paragraphs, and

       - the Applicable Price (as defined below); and

    (2) in the case of a Common Stock Fundamental Change, the conversion price
        of convertible preferred securities immediately following such Common
        Stock Fundamental Change shall be the conversion price in effect
        immediately prior to such Common Stock Fundamental Change, but after
        giving effect to any other prior adjustments effected pursuant to the
        preceding paragraphs, multiplied by a fraction, the numerator of which
        is the Purchaser Stock Price (as defined below) and the denominator of
        which is the Applicable Price; PROVIDED, HOWEVER, that in the event of a
        Common Stock Fundamental Change in which (A) 100% of the value of the
        consideration received by a holder of our common stock is common stock
        of the successor, acquiror or other third party (and cash, if any, paid
        with respect to any fractional interests in such common stock resulting
        from such Common Stock Fundamental Change) and (B) all of our common
        stock shall have been exchanged for, converted into or acquired for,
        common stock of the successor, acquiror or other third party (and any
        cash with respect to fractional interests), the conversion price of the
        convertible preferred securities immediately following such Common Stock
        Fundamental Change shall be the conversion price in effect immediately
        prior to such Common Stock Fundamental Change multiplied by a fraction,
        the numerator of which is one (1) and the denominator of which is the
        number of shares of common stock of the successor, acquiror or other
        third party received by a holder of one share of our common stock as a
        result of such Common Stock Fundamental Change.

    Depending upon whether a Fundamental Change is a Non-Stock Fundamental
Change or a Common Stock Fundamental Change, a holder may receive significantly
different consideration upon conversion. If a Non-Stock Fundamental Change
occurs, the holder has the right to convert convertible preferred securities
into the kind and amount of the shares of stock and other securities or property
or assets (including cash), except as otherwise provided above, as is determined
by the number of shares of our common stock receivable upon conversion at the
conversion price as adjusted in accordance with clause (1) of the preceding
paragraph. However, if a Common Stock Fundamental Change in which less than 100%
of the value of the consideration received by a holder of our common stock is
common stock of the successor, acquiror or other third party, a holder of a
convertible preferred security who converts such share following the Common
Stock Fundamental Change will receive consideration in the form of such common
stock only, whereas a holder who converted such share prior to the Common Stock
Fundamental Change would have received consideration in the form of such common
stock as well as any other securities or assets (which may include cash)
issuable upon conversion of such convertible preferred security immediately
prior to such Common Stock Fundamental Change.

    The term "Applicable Price" means:

    - for a Non-Stock Fundamental Change in which the holders of our common
      stock receive only cash, the amount of cash received by a holder of one
      share of our common stock, and

    - for any other Fundamental Change, the average of the daily closing price
      (as defined in the indenture) for one share of our common stock during the
      10 trading days immediately prior to the record date for the determination
      of the holders of our common stock entitled to receive

                                       21
<PAGE>
      cash, securities, property or other assets in connection with such
      Fundamental Change or, if there is no such record date, prior to the date
      upon which the holders of our common stock shall have the right to receive
      such cash, securities, property or other assets.

    The term "Fundamental Change" means the occurrence of any transaction or
event or series of transactions or events pursuant to which all or substantially
all of our common stock shall be exchanged for, converted into, acquired for or
shall constitute solely the right to receive cash, securities, property or other
assets (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise); PROVIDED, HOWEVER, in the case of any such series of transactions or
events, for purposes of adjustment of the conversion price, such Fundamental
Change shall be deemed to have occurred when substantially all of our common
stock shall have been exchanged for, converted into or acquired for, or shall
constitute solely the right to receive, such cash, securities, property or other
assets, but the adjustment shall be based upon the consideration that the
holders of our common stock received in the transaction or event as a result of
which more than 50% of our common stock shall have been exchanged for, converted
into or acquired for, or shall constitute solely the right to receive, such
cash, securities, property or other assets.

    The term "Common Stock Fundamental Change" means any Fundamental Change in
which more than 50% of the value (as determined in good faith by our board of
directors) of the consideration received by holders of our common stock consists
of common stock that, for the 10 trading days immediately prior to such
Fundamental Change, has been admitted for listing or admitted for listing
subject to notice of issuance on a national securities exchange or quoted on the
Nasdaq National Market; PROVIDED, HOWEVER, that a Fundamental Change shall not
be a Common Stock Fundamental Change unless either:

    - we continue to exist after the occurrence of such Fundamental Change and
      the outstanding convertible preferred securities continue to exist as
      outstanding convertible preferred securities, or

    - not later than the occurrence of such Fundamental Change, the outstanding
      convertible preferred securities are converted into or exchanged for
      shares of convertible preferred stock or debentures of a corporation
      succeeding to our business, which convertible preferred stock has powers,
      preferences and relative, participating, optional or other rights, and
      qualifications, limitations and restrictions substantially similar to
      those of the convertible preferred securities and which debentures have
      terms substantially similar to those of the convertible debentures.

    The term "Non-Stock Fundamental Change" means any Fundamental Change other
than a Common Stock Fundamental Change.

    The term "Purchaser Stock Price" means, with respect to any Common Stock
Fundamental Change, the average of the daily closing price for one share of the
common stock received by holders of our common stock (determined as provided in
the indenture) in such Common Stock Fundamental Change during the 10 trading
days immediately prior to the date fixed for the determination of the holders of
our common stock entitled to receive such common stock or, if there is no such
date, prior to the date upon which the holders of our common stock shall have
the right to receive such common stock.

MANDATORY REDEMPTION

    The convertible preferred securities will be redeemed upon repayment of the
convertible debentures at their maturity or to the extent that the convertible
debentures are redeemed or repaid upon acceleration. The convertible debentures
will mature on April 15, 2015, and may be redeemed, in whole or in part, at any
time on or after April 18, 2003, or at any time in certain circumstances upon
the occurrence of a Tax Event (as defined below). Upon the repayment of the
convertible debentures, whether at maturity, upon redemption or otherwise, the
proceeds from such repayment or payment shall simultaneously be applied to
redeem trust securities having an aggregate liquidation amount equal

                                       22
<PAGE>
to the aggregate principal amount of the convertible debentures so repaid or
redeemed at the appropriate redemption price (expressed as percentages of the
liquidation amount of the convertible preferred securities) set forth below,
together with accrued and unpaid distributions (including, if distributions
shall have been deferred as the result of an extension period, interest thereon
to the extent permitted by applicable law) to, but excluding, the redemption
date, if redeemed during the 12-month period beginning April 18 of the
applicable year set forth below; PROVIDED, that holders of trust securities
shall be given not less than 30 nor more than 60 days notice of such redemption.
See "Description of the Convertible Debentures--Redemption at the Option of
Viatel."

<TABLE>
<CAPTION>
YEAR                                                          REDEMPTION PRICE
----                                                          ----------------
<S>                                                           <C>
2003........................................................       105.43%
2004........................................................       104.65
2005........................................................       103.88
2006........................................................       103.10
2007........................................................       102.33
2008........................................................       101.55
2009........................................................       100.78
</TABLE>

and 100.0% if redeemed on or after April 18, 2010. If convertible preferred
securities are redeemed on any distribution payment date, accumulated and unpaid
distributions shall be payable to holders of record on the relevant record date.
If fewer than all of the outstanding convertible preferred securities are to be
redeemed, the convertible preferred securities will be redeemed PRO RATA as
described under "--Form, Denomination and Registration" below.

SPECIAL EVENT DISTRIBUTION; TAX EVENT REDEMPTION


    "Tax Event" means that the Regular Trustees shall have received an opinion
of nationally recognized independent tax counsel experienced in such matters,
referred to in this prospectus as a Dissolution Tax Opinion, to the effect that
on or after April 12, 2000 as a result of:


    - any amendment to, clarification of, or change (including any announced
      prospective change) in the laws, or any regulations thereunder, of the
      United States or any political subdivision or taxing authority thereof or
      therein affecting taxation,


    - any judicial decision, official administrative pronouncement, ruling,
      regulatory procedure, notice or announcement, including any notice or
      announcement of intent to adopt such procedures or regulations referred to
      in this prospectus as an "Administrative Action", or


    - any amendment to, clarification of, or change in the official position or
      the interpretation of such Administrative Action or judicial decision that
      differs from the previous generally accepted position;

in each case, by any legislative body, court, governmental authority or
regulatory body, irrespective of the manner in which such amendment,
clarification or change is made known, which amendment, clarification, or change
is effective or such pronouncement or decision is announced, in each case, on or
after April 6, 2000, there is the creation by such amendment, clarification,
change or Administrative Action of more than an insubstantial risk that:

    - the trust is or will be subject to United States federal income tax with
      respect to interest accrued or received on the convertible debentures,

    - the trust is or will be subject to more than a DE MINIMIS amount of taxes
      (other than withholding taxes), duties or other governmental charges, or

    - interest paid in cash by us to the trust on the convertible debentures is
      not, or will not be, deductible, in whole or in part, by us for United
      States federal income tax purposes.

                                       23
<PAGE>
Notwithstanding the foregoing, a Tax Event shall not include any change in tax
law that requires us for United States federal income tax purposes to defer
taking a deduction for any original issue discount that accrues with respect to
the convertible debentures until the interest payment related to such original
issue discount is paid by us in cash; PROVIDED, that such change in tax law does
not create more than an insubstantial risk that we will be prevented from taking
a deduction for original issue discount accruing with respect to the convertible
debentures at a date that is no later than the date the interest payment related
to such original issue discount is actually paid by us in cash.


    "Investment Company Event" means that the Regular Trustees shall have
received an opinion of nationally recognized independent counsel experienced in
such matters to the effect that, as a result of the occurrence of a change in
law or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority on or after April 6, 2000, there is more than an insubstantial risk
that the trust is or will be considered an "investment company" that is required
to be registered under the Investment Company Act of 1940, as amended, referred
to in this prospectus as the Investment Company Act.



    If, at any time, a Tax Event or an Investment Company Event, each referred
to in this prospectus as a Special Event, occurs and is continuing, the trust
may, with our consent, except in the limited circumstances described below, be
dissolved with the result that convertible debentures with an aggregate
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate identical to the distribution rate of, and accrued and unpaid
interest equal to accrued and unpaid distributions on, the trust securities,
would be distributed to the holders of the trust securities in liquidation of
such holders' interest in the trust on a PRO RATA basis within 90 days following
the occurrence of the Special Event; PROVIDED, that such dissolution and
distribution shall be conditioned on:



    - the receipt by the Regular Trustees of an opinion of independent tax
      counsel experienced in such matters, which opinion may rely on published
      revenue rulings of the Internal Revenue Service, that the holders of the
      trust securities will not recognize any income, gain or loss for United
      States federal income tax purposes as a result of such dissolution and
      distribution of convertible debentures (that opinion is referred to in
      this prospectus as a No Recognition Opinion),


    - we or the trust being unable to avoid a Tax Event within such 90-day
      period by taking some ministerial action or pursuing some other reasonable
      measure that will have no adverse effect on the trust, us or the holders
      of the trust securities, and

    - our prior written consent to such dissolution and distribution.

    If we do not consent to such dissolution and distribution, we may incur an
obligation to pay Additional Sums. See "Description of the Convertible
Debentures--Additional Sums." If after receipt of a Dissolution Tax Opinion by
the Regular Trustees,


    - we have received an opinion of nationally recognized independent tax
      counsel experienced in such matters that, as a result of a Tax Event,
      there is more than an insubstantial risk that we would be precluded from
      deducting the interest on the convertible debentures for United States
      federal income tax purposes even after the convertible debentures were
      distributed to the holders of trust securities in liquidation of such
      holders' interests in the trust as described above (that opinion is
      referred to in this prospectus as a Redemption Tax Opinion), or


    - the Regular Trustees shall have been informed by such tax counsel that it
      cannot deliver a No Recognition Opinion to the trust;

we will have the right, upon not less than 30 nor more than 60 days notice, to
redeem the convertible debentures, in whole or in part, at 100% of the principal
amount thereof plus accrued and unpaid

                                       24
<PAGE>
interest thereon (including Additional Sums) for cash within 90 days following
the occurrence of such Tax Event. Following such redemption, trust securities
with an aggregate liquidation amount equal to the aggregate principal amount of
the convertible debentures so redeemed shall be redeemed by the trust at the
redemption price thereof plus accrued and unpaid distributions thereon to the
redemption date on a PRO RATA basis; PROVIDED, HOWEVER, that if at the time
there is available to us or the trust the opportunity to eliminate, within such
90 day period, the Tax Event by taking some ministerial action, such as filing a
form or making an election or pursuing some other similar reasonable measure
that will have no adverse effect on the trust, Viatel or the holders of trust
securities, we or the trust will pursue such measure in lieu of redemption.

    After the date for any distribution of convertible debentures upon
dissolution of the trust,

    - the trust securities will no longer be deemed to be outstanding, and

    - certificates representing trust securities will be deemed to represent
      convertible debentures having an aggregate principal amount equal to the
      aggregate stated liquidation amount of, with an interest rate identical to
      the distribution rate of, and accrued and unpaid interest (including
      Compound Interest (as defined in the Declaration)) equal to accrued and
      unpaid distributions on, such trust securities until such certificates are
      presented to us or our agent for transfer or reissuance.

REDEMPTION PROCEDURES FOR REDEMPTION BY VIATEL FINANCING TRUST

    The trust may not redeem fewer than all of the outstanding convertible
preferred securities unless all accrued and unpaid distributions have been paid
on all convertible preferred securities for all quarterly distribution periods
terminating on or prior to the date of redemption.

    The trust shall not be required to:

    - in the event of any redemption in part, issue, register the transfer of or
      exchange any convertible preferred securities during a period beginning at
      the opening of business 15 days before any selection for redemption of
      convertible preferred securities and ending at the close of business on
      the earliest date in which the relevant notice of redemption is deemed to
      have been given to all holders of convertible preferred securities to be
      so redeemed, or

    - register the transfer of or exchange any convertible preferred securities
      selected for redemption, in whole or in part, except for the unredeemed
      portion of any convertible preferred securities being redeemed in part.


    If the trust gives a notice of redemption in respect of convertible
preferred securities (which notice will be irrevocable), then, by 12:00 noon,
New York City time, on the redemption date, if we have paid to the Institutional
Trustee a sufficient amount of cash to redeem the same amount of convertible
debentures, the Institutional Trustee will irrevocably deposit with the
depositary for the global securities funds sufficient to pay the amount payable
on redemption of all book-entry certificates and will give the depository
irrevocable instructions and authority to pay such amount in respect of the
global securities and will irrevocably deposit with the paying agent for the
convertible preferred securities funds sufficient to pay such amount in respect
of any certificated convertible preferred securities and will give the paying
agent irrevocable instructions and authority to pay such amount to the holders
of certificated convertible preferred securities by check mailed to the address
of the relevant holder appearing in the books and records of the trust on the
redemption date. If notice of redemption shall have been given and funds
deposited as required, then, from and after the redemption date, distributions
will cease to accrue and all rights of holders of such convertible preferred
securities so called for redemption will cease, except the right of the holders
of such convertible preferred securities to receive the redemption price plus
accrued and unpaid distributions on the convertible preferred securities to be
redeemed, but without interest on such redemption price. If any date fixed for


                                       25
<PAGE>

redemption of convertible preferred securities is not a business day, payment of
the redemption price payable on such date will be made on the next succeeding
day that is a business day (without any interest or other payment in respect of
any such delay) except that, if such business day falls in the next calendar
year, such payment will be made on the immediately preceding business day. If
payment of the redemption price on the convertible preferred securities is
improperly withheld or refused and not paid either by the trust or by us
pursuant to our Guarantee of the convertible preferred securities, distributions
on such convertible preferred securities will continue to accrue at the then
applicable rate from the original redemption date to the date of payment, in
which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the redemption price.


    If fewer than all of the outstanding convertible preferred securities are to
be redeemed, the convertible preferred securities will be redeemed PRO RATA.

    Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws), we or our subsidiaries may at any time,
and from time to time, purchase outstanding convertible preferred securities by
tender, in the open market or otherwise.

SUBORDINATION OF COMMON SECURITIES

    Payment of distributions on, and the redemption price of, the trust
securities will be made on a proportionate basis, based on the liquidation
amount of the trust securities. However, if on any distribution date or
redemption date an event of default under the Declaration shall have occurred
and be continuing, no payment of any distribution on, or amount payable upon
redemption of, any common security and no other payment on account of the
redemption, liquidation or other acquisition of any common security shall be
made unless payment in full in cash of all accumulated and unpaid distributions
on all outstanding convertible preferred securities for all distribution periods
terminating on or prior thereto, or in the case of payment of the amount payable
upon redemption of the convertible preferred securities, the full redemption
price, together with accumulated and unpaid distributions, in respect of all
outstanding convertible preferred securities called for redemption shall have
been made or provided for, and all funds available to the Institutional Trustee
shall first be applied to the payment in full in cash of all distributions on,
or the amount payable upon redemption of convertible preferred securities then
due and payable.

    If any event of default occurs under the Declaration, the holder of common
securities will be deemed to have waived any such event of default under the
Declaration until all events of default under the Declaration with respect to
the convertible preferred securities have been cured, waived or otherwise
eliminated. Until any such events of default under the Declaration with respect
to the convertible preferred securities have been so cured, waived or otherwise
eliminated, the Institutional Trustee shall act solely on behalf of the holders
of the convertible preferred securities and not the holder of the common
securities, and only the holders of the convertible preferred securities will
have the right to direct the Institutional Trustee to act in accordance with the
terms of the convertible preferred securities and the common securities.

LIQUIDATION OF TRUST AND DISTRIBUTION OF CONVERTIBLE DEBENTURES TO HOLDERS

    We have the right at any time to dissolve the trust and after satisfaction
of creditors of the trust, convertible debentures with an aggregate principal
amount equal to the aggregate stated liquidation amount of the convertible
preferred securities and the common securities would be distributed on a
proportionate basis to the holders of the convertible preferred securities and
the common securities in liquidation of such holders' interests in the trust
within 90 days following notice given to the holders of the convertible
preferred securities, subject to the Regular Trustees' having received an
opinion of nationally recognized independent counsel experienced in such matters
to the effect that the holders

                                       26
<PAGE>
will not recognize any income, gain or loss for United States federal income tax
purposes as a result of the dissolution of the trust and such distribution to
holders of convertible preferred securities.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION


    If the trust voluntariliy or involuntarily liquidates, dissolves, winds-up
or terminates, the then holders of the convertible preferred securities will be
entitled to receive out of the assets of the trust, after satisfaction of
liabilities to creditors, distributions in an amount equal to the stated
liquidation amount of $50 per convertible preferred security plus accrued and
unpaid distributions thereon (including, if distributions have been deferred as
the result of an extension period, interest thereon to the extent permitted by
applicable law) to the date of payment, (the total of those amounts being
referred to in this prospectus as the Liquidation Distribution), unless, in
connection with such liquidation, convertible debentures in an aggregate stated
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate identical to the distribution rate of, and accrued and unpaid
interest equal to accrued and unpaid distributions on, the convertible preferred
securities have been distributed on a proportionate basis to the holders of the
convertible preferred securities.


    If, upon any such liquidation, the Liquidation Distribution can be paid only
in part because the trust does not have enough assets available to pay the
aggregate Liquidation Distribution in full, the amounts payable directly by the
trust on the convertible preferred securities shall be paid on a proportionate
basis. The holders of the common securities will be entitled to receive
distributions upon any such dissolution proportionately with the holders of the
convertible preferred securities. However, if an event of default under the
Declaration has occurred and is continuing, the convertible preferred securities
will have a preference over the common securities with regard to such
distributions.

    Pursuant to the Declaration, the trust shall dissolve:

    - on April 15, 2035, the expiration of the term of the trust,

    - upon our bankruptcy or the bankruptcy of the holder of the common
      securities,


    - upon the filing of a certificate of dissolution or its equivalent with
      respect to the holder of the common securities or us,


    - upon the consent of the holders of at least a majority in liquidation
      amount of the trust securities voting together as a single class to
      dissolve the trust, or the revocation of the charter of the holder of the
      common securities or Viatel and the expiration of 90 days after the date
      of revocation without a reinstatement thereof,

    - upon the distribution of convertible debentures upon the occurrence of a
      Special Event,

    - upon the entry of a decree of a judicial dissolution of the holder of the
      common securities, us or the trust,

    - upon the redemption of all the trust securities,

    - upon the distribution of the common stock to all holders of convertible
      preferred securities upon conversion of all outstanding convertible
      preferred securities, or

    - at our direction, after satisfaction of liabilities of the trust and
      distribution of convertible debentures to holders of trust securities, if
      the Regular Trustees have received an opinion of nationally recognized
      independent counsel experienced in such matters to the effect that the
      holders will not recognize any income, gain or loss for United States
      federal income tax purposes.

    We cannot assure you as to the market price for the convertible debentures
which may be distributed in exchange for trust securities if a dissolution and
liquidation of the trust were to occur.

                                       27
<PAGE>
Accordingly, the convertible debentures that the investor may subsequently
receive on dissolution and liquidation of the trust may trade at a discount to
the price of the trust securities exchanged.

DECLARATION EVENTS OF DEFAULT


    An event of default under the indenture, referred to in this prospectus as
an Indenture Event of Default, constitutes an event of default under the
Declaration with respect to the trust securities, referred to in this prospectus
as a Declaration Event of Default, PROVIDED, that pursuant to the Declaration,
the holder of the common securities will be deemed to have waived any
Declaration Event of Default with respect to the common securities until all
Declaration Events of Default with respect to the convertible preferred
securities have been cured, waived or otherwise eliminated. Until such
Declaration Events of Default with respect to the convertible preferred
securities have been so cured, waived or otherwise eliminated, the Institutional
Trustee will be deemed to be acting solely on behalf of the holders of the
convertible preferred securities and only the holders of the convertible
preferred securities will have the right to direct the Institutional Trustee
with respect to certain matters under the Declaration, and therefore the
indenture.


    If the Institutional Trustee fails to enforce its rights under the
convertible debentures, any holder of convertible preferred securities may, to
the fullest extent permitted by law institute a legal proceeding against any
person to enforce the Institutional Trustee's rights under the convertible
debentures. If a Declaration Event of Default has occurred and is continuing and
such event is attributable to our failure to pay interest or principal on the
convertible debentures on the date such interest or principal is otherwise
payable (or in the case of redemption, the redemption date), then a holder of
convertible preferred securities may institute a direct action for payment on or
after the respective due dates specified in the convertible debentures. In
connection with such direct action, we will be subrogated to the rights of such
holders of convertible preferred securities under the Declaration to the extent
of any payment made by us to such holder of convertible preferred securities in
such direct action. The holders of convertible preferred securities will not be
able to exercise directly any other remedy available to the holders of the
convertible debentures.

    Upon the occurrence of a Declaration Event of Default, the Institutional
Trustee as the sole holder of the convertible debentures will have the right
under the indenture to declare the principal of and accrued and unpaid interest
on the convertible debentures to be immediately due and payable. We and the
trust are each required to file annually with the Institutional Trustee an
officer's certificate as to its compliance with all conditions and covenants
under the Declaration.

VOTING RIGHTS

    Except as described herein, under the Delaware Business Trust Act and under
the Trust Indenture Act, and as otherwise required by law and the Declaration,
the holders of the convertible preferred securities have no voting rights.

    Subject to the requirement of the Institutional Trustee obtaining a tax
opinion in certain circumstances set forth in the last sentence of the next
paragraph, the holders of a majority in aggregate liquidation amount of the
convertible preferred securities then outstanding, voting separately or as
class, will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Institutional Trustee, or direct
the exercise of any trust or power conferred upon the Institutional Trustee
under the Declaration, including the right to direct the Institutional Trustee,
as holder of the convertible debentures, to:


    - exercise the remedies available under the indenture with respect to the
      convertible debentures,


    - waive any past Indenture Event of Default that is waivable under the
      indenture, or

                                       28
<PAGE>
    - exercise any right to rescind or annul a declaration that the principal of
      all the convertible debentures shall be due and payable;


PROVIDED, HOWEVER, that if an Indenture Event of Default has occurred and is
continuing, then the holders of 25% of the aggregate liquidation amount of the
convertible preferred securities then outstanding may direct the Institutional
Trustee to declare the principal of and interest on the convertible debentures
immediately due and payable; PROVIDED, FURTHER, that, where a consent or action
under the indenture would require the consent or action of holders of more than
a majority in principal amount of the convertible debentures then outstanding,
referred to in this prospectus as a Super-Majority, affected thereby, only the
holders of at least such Super-Majority in aggregate liquidation amount of the
convertible preferred securities then outstanding may direct the Institutional
Trustee, in writing, to give such consent or take such action.


    The Institutional Trustee shall notify all holders of the convertible
preferred securities of any notice of default received from the Debt Trustee
with respect to the convertible debentures. Such notice shall state that such
Indenture Event of Default also constitutes a Declaration Event of Default.
Except with respect to directing the time, method and place of conducting a
proceeding for a remedy, the Institutional Trustee shall not take any of the
actions described in the preceding paragraph unless the Institutional Trustee
has obtained an opinion of nationally recognized independent tax counsel
experienced in such matters to the effect that, as a result of such action, the
trust will not be classified as other than a grantor trust for United States
federal income tax purposes.

    If the consent of the Institutional Trustee, as the holder of the
convertible debentures, is required under the indenture with respect to any
amendment, modification or termination of the indenture or the convertible
debentures, the Institutional Trustee shall request the written direction of the
holders of the trust securities with respect to such amendment, modification or
termination and shall vote with respect to such amendment, modification or
termination as directed by a majority in liquidation amount of the trust
securities then outstanding, voting together as a single class; PROVIDED,
HOWEVER, that where a consent under the indenture would require the consent of
the relevant Super-Majority, the Institutional Trustee may only give such
consent at the direction of the holders of at least the proportion in
liquidation amount of the trust securities then outstanding which the relevant
Super-Majority represents of the aggregate principal amount of the convertible
debentures then outstanding. The Institutional Trustee shall not take any such
action in accordance with the directions of the holders of the trust securities
unless the Institutional Trustee has obtained an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that for the purposes of United States federal income tax the trust will not be
classified as other than a grantor trust as a result of such action.

    A waiver of an Indenture Event of Default will constitute a waiver of the
corresponding Declaration Event of Default.

    Any required approval or direction of holders of convertible preferred
securities may be given at a separate meeting of holders of convertible
preferred securities convened for such purpose, at a meeting of all of the
holders of trust securities or pursuant to written consent. The Regular Trustees
will cause a notice of any meeting at which holders of convertible preferred
securities are entitled to vote, or of any matter upon which action by written
consent of such holders is to be taken, to be mailed to each holder of record of
convertible preferred securities. Each such notice will include a statement
setting forth the following information:

    - the date of such meeting or the date by which such action is to be taken,

    - a description of any resolution proposed for adoption at such meeting on
      which such holders are entitled to vote or of such matter upon which
      written consent is sought, and

    - instructions for the delivery of proxies or consents.

                                       29
<PAGE>
No vote or consent of the holders of convertible preferred securities will be
required for the trust to redeem and cancel convertible preferred securities or
distribute convertible debentures in accordance with the Declaration and the
terms of the trust securities.

    If we or any entity under our control or under common control holds any
convertible preferred securities, we shall not be entitled to vote or consent
with respect to these convertible preferred securities, which for this purpose
will be treated as if such convertible preferred securities were not
outstanding.

    The procedures by which holders of convertible preferred securities may
exercise their voting rights are described below. See "--Form, Denomination and
Registration."

    Holders of the convertible preferred securities have no rights to appoint or
remove the Regular Trustees, who may be appointed, removed or replaced solely by
us as the holder of all of the common securities.

MODIFICATION OF THE DECLARATION

    The Declaration may be amended from time to time by the holders of a
majority in liquidation amount of the common securities and the Institutional
Trustee, without the consent of the holders of the convertible preferred
securities:

    - to cure any ambiguity, correct or supplement any provisions in the
      Declaration that may be inconsistent with any other provision, or to make
      any other provisions with respect to matters or questions arising under
      the Declaration, which shall not be inconsistent with the other provisions
      of the Declaration, or

    - to modify, eliminate or add to any provisions of the Declaration to such
      extent as shall be necessary to ensure that the trust will be classified
      for United States federal income tax purposes as a grantor trust at all
      times that any trust securities are outstanding or to ensure that the
      trust will not be required to register as an investment company under the
      Investment Company Act;

PROVIDED, HOWEVER, such action shall not adversely affect in any material
respect the interests of any holder of trust securities, and any amendments of
the Declaration shall become effective when notice thereof is given to the
holders of trust securities.

    The Declaration may be amended by the holders of a majority in liquidation
amount of the common securities and the Institutional Trustee with:

    - the consent of holders representing a majority (based upon liquidation
      amounts) of the outstanding convertible preferred securities, and

    - receipt by the Regular Trustees of an opinion of nationally recognized
      independent counsel experienced in such matters to the effect that such
      amendment or the exercise of any power granted to the Regular Trustees in
      accordance with such amendment will not affect the trust's status as a
      grantor trust for United States federal income tax purposes or the trust's
      exemption from status as an "investment company" under the Investment
      Company Act, provided that without the consent of each holder of trust
      securities, the Declaration may not be amended to:

       - change the amount or timing of any distribution on the trust securities
         or otherwise adversely affect the amount of any distribution required
         to be made in respect of the trust securities as of a specified date,

       - restrict the right of a holder of trust securities to institute suit
         for the enforcement of any such payment on or after such date, or

       - change the restrictions on our right to transfer the common securities.

                                       30
<PAGE>
    In addition, if any proposed amendment to the Declaration provides for, or
the Regular Trustees otherwise propose to effect: (1) any action that would
adversely affect the powers, preferences or special rights of the trust
securities, whether by way of amendment to the Declaration or otherwise, or
(2) the dissolution, winding-up or termination of the trust (other than as
described in "Liquidation Distribution Upon Dissolution" above), then the
holders of outstanding trust securities voting together as a single class, will
be entitled to vote on such amendment or proposal (but not on any other
amendment or proposal) and such amendment or proposal shall not be effective
except with the approval of the holders of at least a majority in liquidation
amount of the trust securities then outstanding affected thereby; provided,
however, if any amendment or proposal referred to above would adversely affect
only the convertible preferred securities or only the common securities, then
only the affected class will be entitled to vote on such amendment or proposal
and such amendment or proposal shall not be effective except with the approval
of a majority in liquidation amount of such class of trust securities then
outstanding.

    No vote or consent of the holders of convertible preferred securities will
be required to redeem and cancel convertible preferred securities in accordance
with the Declaration.

MERGERS, CONSOLIDATIONS OR AMALGAMATION

    The trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to, any corporation or other entity,
except as described below. The trust may, with the consent of the Regular
Trustees or, if there are more than two Regular Trustees, a majority of the
Regular Trustees and without the consent of the holders of the trust securities,
the Institutional Trustee or the Delaware Trustee, consolidate, amalgamate,
merge with or into, or be replaced by a trust organized as such under the laws
of any state of the United States: PROVIDED, that


    - if the trust is not the survivor, such successor entity either (x)
      expressly assumes all of the obligations of the trust under the trust
      securities or (y) substitutes for the convertible preferred securities
      other securities having substantially the same terms as the convertible
      preferred securities, referred to in this prospectus as the Successor
      Securities, so long as the Successor Securities rank the same as the
      convertible preferred securities with respect to distributions and
      payments upon liquidation, redemption and otherwise,


    - we expressly acknowledge a trustee of such successor entity possessing the
      same powers and duties as the Institutional Trustee as the holder of the
      convertible debentures,

    - such merger, consolidation, amalgamation or replacement does not cause the
      convertible preferred securities (including any Successor Securities) to
      be downgraded by any nationally recognized statistical rating
      organization,

    - such merger, consolidation, amalgamation or replacement does not adversely
      affect the rights, preferences and privileges of the holders of the trust
      securities (including any Successor Securities) in any material respect
      (other than with respect to any dilution of the holders' interest in the
      successor entity),

    - such successor entity has a purpose identical to that of the trust,

    - prior to such merger, consolidation, amalgamation or replacement, we have
      received an opinion of a nationally recognized independent counsel to the
      trust experienced in such matters to the effect that:

       -- such merger, consolidation, amalgamation or replacement does not
          adversely affect the rights, preferences and privileges of the holders
          of the trust securities (including any

                                       31
<PAGE>
          Successor Securities) in any material respect (other than with respect
          to any dilution of the holders' interest in the successor entity),

       -- following such merger, consolidation, amalgamation or replacement,
          neither the trust nor such successor entity will be required to
          register as an investment company under the Investment Company Act,
          and

       -- following such merger, consolidation, amalgamation or replacement, the
          trust (or such successor entity) will continue to be classified as a
          grantor trust for United States federal income tax purposes, and

    - we guarantee the obligations of such successor entity under the Successor
      Securities at least to the extent provided by the Guarantee and the common
      securities Guarantee (as defined herein).

Notwithstanding the foregoing, the trust shall not, except with the consent of
holders of 100% in liquidation amount of the trust securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it, if
such consolidation, amalgamation, merger or replacement would cause the trust or
the successor entity to be classified as other than a grantor trust for United
States federal income tax purposes.

REGISTRATION RIGHTS

    In connection with the original offering of the convertible preferred
securities, we and the trust entered into a registration rights agreement with
the placement agents pursuant to which we and the trust, at our expense, agreed
for the benefit of the holders, to


    -  file with the SEC a shelf registration statement covering resale of the
      convertible preferred securities, the convertible debentures, the
      guarantee and our common stock issuable upon conversion of the convertible
      preferred securities within 90 days after the latest date of original
      issuance of the convertible preferred securities,


    -  use reasonable best efforts to cause the shelf registration statement to
      become effective as promptly as practicable, but in no event later than
      180 days after the closing of the original offering, and


    - use reasonable best efforts to keep the shelf registration statement
      effective until the earlier of


       -- the sale pursuant to the shelf registration statement or Rule 144
         under the Securities Act of all the registrable securities, and

       -- the expiration of the holding period applicable to sales of
         registrable securities under Rule 144(k) under the Securities Act, or
         any successor provision.

    The registration statement of which this prospectus is a part constitutes
the registration statement that we are required to file in satisfaction of these
registration requirements.

    We agreed in the registration rights agreement to use our reasonable best
efforts to cause our common stock issuable upon conversion of the convertible
preferred securities to be listed on each securities exchange or quotation
system on which our common stock is listed upon effectiveness of the required
shelf registration statement.


    Each holder of convertible preferred securities must give written notice to
us and the trust prior to any intended distribution of convertible preferred
securities. Any holder may make a distribution pursuant to the shelf
registration statement of which this prospectus is a part at any time during the
45-day period following receipt of notice from us that the registration
statement and this prospectus may be used for sales of convertible preferred
securities. After such 45-day period, the holders still


                                       32
<PAGE>

intending to distribute convertible preferred securities pursuant to the shelf
registration statement must give new notice to us and the trust and wait for
notice from us and the trust that such distribution is still permitted under the
shelf registration statement. Following such notice by us and the trust, a new
45-day selling period commences again, at the end of which the above procedures
must be repeated by all holders who wish to continue to distribute the
convertible preferred securities.


    The summary herein of certain provisions of the registration rights
agreement does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all the provisions of the registration rights
agreement, a copy of which is available upon request to us or the placement
agents.

FORM, DENOMINATION AND REGISTRATION

    The convertible preferred securities were issued in fully registered form.

    GLOBAL CONVERTIBLE PREFERRED SECURITIES; BOOK-ENTRY FORM.


    So long as convertible preferred securities are eligible for book-entry
settlement with a clearing agency (within the meaning of the Securities Exchange
Act) or unless otherwise required by law, all convertible preferred securities
that are so eligible may be represented by one or more fully registered
convertible preferred security certificates, each referred to in this prospectus
as a Global Certificate, in global from to be delivered to The Depository Trust
Company, New York, New York ("DTC"), the initial clearing agency, by, or on
behalf of, the trust. Such Global Certificates have initially been registered on
the books and records of the trust in the name of Cede & Co., the nominee of
DTC, and no convertible preferred security beneficial owner will receive a
definitive convertible preferred security certificate representing such
convertible preferred security beneficial owner's interests in such Global
Certificates, except under certain limited circumstances described below. The
transfer and exchange of beneficial interests in any such security in global
form shall be effected through the clearing agency in accordance with the
Declaration and the procedures of the clearing agency therefor.



    Convertible preferred securities issued to "qualified institutional buyers,"
as defined in Rule 144A under the Securities Act, may, at the option of the
trust, be evidenced by one or more global convertible preferred securities in
definitive, fully registered form, referred to in this prospectus as the 144A
Global Security, which has been deposited with, and registered in the name of,
DTC or its nominee. The record ownership of the 144A Global Security may be
transferred, in whole or in part, only to DTC, another nominee of DTC or to a
successor of DTC or its nominee.



    Ownership of beneficial interests in the 144A Global Security is limited to
persons who have accounts with DTC, referred to in this prospectus as
participants, or persons who hold interests through participants, referred to in
this prospectus as indirect participants. Ownership of beneficial interests in a
Rule 144A Global Security will be shown on, and the transfer of that ownership
is effected only through, records maintained by DTC, or its nominee (with
respect to interests of participants) and the records of participants (with
respect to interests of persons other than participants). Qualified
institutional buyers may hold their interests in a 144A Global Security,
directly through DTC, if they are participants in such system, or indirectly
through organizations which are participants in such system.



    So long as DTC, or any nominee, is the registered owner or holder of a Rule
144A Global Security, DTC, or such nominee, as the case may be, will be
considered the sole owner or holder of the convertible preferred securities
represented by such 144A Global Security for all purposes. No beneficial owner
of an interest in a 144A Global Security is able to transfer that interest
except in accordance with DTC's applicable procedures, in addition to those
provided for under the indenture.



    Distributions on the Global Security are made to DTC, or its nominee, as the
registered owner of the Global Security by wire transfer of immediately
available funds. None of us, the trust or any trustee


                                       33
<PAGE>

has any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.


    We expect that DTC, or its nominee, upon receipt of any payment in respect
of a Global Security, will credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in such Global
Security as shown on their respective records. We also expect that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers registered in the names of nominees for such customers. Such payments
will be the responsibility of such participants.


    Transfers between participants in DTC are affected in accordance with DTC's
procedures, and are settled in same-day funds. Transactions settled through DTC
will settle on a T+3 basis.


    We expect that DTC will take any action permitted to be taken by a holder of
convertible preferred securities (including the presentation of convertible
preferred securities for conversion into common stock) only at the direction of
one or more participants to whose account the interest in a Rule 144A Global
Security is credited and only in respect of such portion of these securities as
to which such participant or participants has or have given such direction.
However, if there is an event of default under the convertible preferred
securities, DTC will exchange the applicable Restricted Global Securities for
certificated securities which it will distribute to its participants.

    Beneficial holders of convertible preferred securities who desire to convert
them into underlying common stock should contact their brokers or other
participants or indirect participants to obtain information on procedures,
including proper forms and cut-off times, for submitting such request. Because
DTC can only act on behalf of participants, who in turn act on behalf of
indirect participants, the ability of a person having a beneficial interest in
the convertible preferred securities represented by the Global Security to
pledge such interest to persons or entities that do not participate in the DTC
system, or otherwise take actions in respect of such interest, may be affected
by the lack of a physical certificate evidencing such interest.

    We understand that DTC is

    - a limited purpose trust company organized under the laws of the State of
      New York,


    - a "banking organization" within the meaning of the New York Banking Law,


    - a member of the Federal Reserve System,


    - a "clearing corporation" within the meaning of the New York Uniform
      Commercial Code, and


    - a "clearing agency" registered pursuant to the provisions of Section 17A
      of the Securities Exchange Act.

DTC was created to hold securities for its participants and to facilitate the
clearance and settlement of securities transactions between participants through
electronic book-entry changes in accounts of its participants, thereby
eliminating the need for physical movement of certificates. Indirect access to
the DTC system is available to others such as banks, brokers, dealers and trust
companies that clear through, or maintain a custodial relationship with a
participant, either directly or indirectly.

    Conveyance of notices and other communications by DTC to participants, by
participants to indirect participants and indirect participants to beneficial
owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements that may be in effect from time to time. Redemption
notices shall be sent to the nominee of DTC. If less than all of the convertible
preferred securities are being redeemed, DTC will reduce the amount of the
interest of each participant in such convertible preferred securities in
accordance with its procedures.

                                       34
<PAGE>
    Although voting with respect to the convertible preferred securities is
limited, in those cases where a vote is required, neither DTC nor the nominee
will itself consent or vote with respect to convertible preferred securities.
Under its usual procedures, DTC would mail an omnibus proxy to the trust as soon
as possible after the record date. The omnibus proxy assigns the nominee of DTC
consenting or voting rights to those participants to whose accounts the
convertible preferred securities are credited on the record date (identified in
a listing attached to the omnibus proxy). We and the trust believe that the
arrangements among DTC, the participants and indirect participants, and
beneficial owners will enable the beneficial owners to exercise rights
equivalent in substance to the rights that can be directly exercised by a holder
of a beneficial interest in the trust.

    DTC may discontinue providing its services as securities depositary with
respect to the convertible preferred securities at any time by giving notice to
the trust. If

    - DTC notifies the trust that it is unwilling or unable to continue as
      depositary for the Global Securities or if at any time DTC ceases to be a
      clearing agency registered as such under the Securities Exchange Act when
      DTC is required to be so registered to act as such depositary and no
      successor depositary shall have been appointed within 90 days of such
      notification or of the trust becoming aware of DTC's ceasing to be so
      registered, as the case may be,

    - the Regular Trustees (with our consent) in their sole discretion determine
      that the Global Securities shall be exchanged for certificated convertible
      preferred securities, or

    - there shall have occurred and be continuing an event of default under the
      Declaration,

then:

    - the Regular Trustees will prepare definitive convertible preferred
      security certificates on behalf of the trust with respect to such
      convertible preferred securities, and

    - certificates for the convertible preferred securities will be printed and
      delivered in exchange for interests in the Global Securities.

    Any Global Security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for convertible preferred securities registered in such
names as DTC shall direct. It is expected that such instructions will be based
upon directions received by DTC from its participants with respect to ownership
of beneficial interests in such Global Security.

    The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we and the trust believe to be reliable, but
neither we nor the trust takes responsibility for the accuracy thereof.

INFORMATION CONCERNING THE INSTITUTIONAL TRUSTEE


    The Institutional Trustee, prior to the occurrence of any event of default
with respect to the trust securities and after the curing of all such defaults
that may have occurred, undertakes to perform only such duties as are
specifically set forth in the Declaration and, after any known default, shall
exercise the same degree of care as a prudent person would exercise or use under
the circumstances in the conduct of his or her own affairs. Subject to such
provisions, the Institutional Trustee is under no obligation to exercise any of
the powers vested in it by the Declaration at the request of any holder of
convertible preferred securities, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities which might be incurred
thereby. The holders of convertible preferred securities will not be required to
offer such indemnity in the event such holders, by exercising their voting
rights, direct the Institutional Trustee to take any action it is empowered to
take under the Declaration following a Declaration Event of Default. The
Institutional Trustee is not responsible for monitoring compliance by the
Regular Trustees or us with our duties under the Declaration, and is not liable
for any action taken, suffered or omitted to be taken and reasonably believed by
it to be authorized or


                                       35
<PAGE>

within the discretion, rights, or powers conferred upon it by the Declaration.
The Institutional Trustee also serves as Guarantee Trustee under the Guarantee
and as Debt Trustee under the indenture.


CONVERSION AGENT, PAYING AGENT, REGISTRAR AND TRANSFER AGENT

    The Institutional Trustee acts as registrar, transfer agent, conversion
agent and paying agent for the convertible preferred securities.

    Registration of transfers of convertible preferred securities will be
effected without charge by or on behalf of the trust, but upon payment in
respect of any tax or other government charges that may be imposed in relation
to it.

    The trust will not be required to register or cause to be registered the
transfer of convertible preferred securities after such convertible preferred
securities have been selected for redemption.

GOVERNING LAW

    The Declaration and the convertible preferred securities are governed by,
and construed in accordance with, the internal laws of the State of Delaware.

MISCELLANEOUS

    The Regular Trustees are authorized and directed to operate the trust in
such a way so that the trust will not be required to register as an "investment
company" under the Investment Company Act or characterized as other than a
grantor trust for United States federal income tax purposes and so that the
convertible debentures will be treated as our indebtedness for United States
federal income tax purposes. In this connection, the Regular Trustees are
authorized to take any action, not inconsistent with applicable law or the
Declaration that the Regular Trustees determine in their discretion to be
necessary or desirable to achieve such end, as long as such action does not
adversely affect the interests of the holders of the convertible preferred
securities or vary the terms of such securities.

    Holders of the convertible preferred securities have no preemptive rights.

                                       36
<PAGE>
                          DESCRIPTION OF THE GUARANTEE


    We executed and delivered the Guarantee concurrently with the issuance of
the convertible preferred securities for the benefit of the holders of the
convertible preferred securities. The following summary does not purport to be
complete and is subject in all respects to the provisions of, and is qualified
in its entirety by reference to, the Guarantee. The Guarantee incorporates by
reference the terms of the Trust Indenture Act, and the Guarantee has been
qualified under the Trust Indenture Act. The Bank of New York acts as trustee
under the Guarantee, or the Guarantee Trustee, and holds the Guarantee for the
benefit of the holders of the convertible preferred securities.


GENERAL


    Pursuant to the Guarantee, we agreed, to the extent set forth therein, to
pay in full, on a subordinated basis, to the holders of the convertible
preferred securities, as and when due, regardless of any defense, right of set
off or counterclaim which the trust may have or assert, the following payments,
referred to in this prospectus as the Guarantee Payments, without duplication:


    - all accrued and unpaid distributions required to be paid on the
      convertible preferred securities, if the trust has funds available to make
      the payment,

    - the redemption price, plus all accrued and unpaid distributions, with
      respect to any convertible preferred securities called for redemption by
      the trust, if the trust has funds available to make the payment, and

    - upon a voluntary or involuntary dissolution, winding-up or termination of
      the trust, other than in connection with the distribution of convertible
      debentures to holders of convertible preferred securities or the
      redemption of all the convertible preferred securities, the lesser of

       -- the aggregate of the liquidation amount and all accrued and unpaid
          distributions on the convertible preferred securities to the date of
          payment if the trust has funds available to make the payment, and

       -- the amount of assets the trust has remaining available for
          distribution to holders of convertible preferred securities upon
          liquidation of the trust.

The holders of a majority in liquidation amount of the convertible preferred
securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee or to direct the
exercise of any trust or power conferred upon the Guarantee Trustee under the
Guarantee. If the Guarantee Trustee fails to enforce the Guarantee, any holder
of convertible preferred securities may directly institute a legal proceeding
against us to enforce the Guarantee Trustee's rights under the Guarantee without
first instituting a legal proceeding against the trust, the Guarantee Trustee or
any other person or entity. If we were to default on our obligation to pay
amounts payable on the convertible debentures, the trust would not have funds
available for the payment of distributions or amounts payable on redemption of
the convertible preferred securities or otherwise. In such event, holders of the
convertible preferred securities would not be able to rely upon the Guarantee
for payment of such amounts. Instead, a holder of the convertible preferred
securities would be required to rely on the enforcement

    - by the Institutional Trustee of its rights, as registered holder of the
      convertible debentures, against us pursuant to the terms of the
      convertible debentures, or

    - by such holder of convertible preferred securities of its rights against
      us to enforce payments on convertible debentures.

                                       37
<PAGE>
See "Description of the Convertible Debentures." The Declaration provides that
each holder of convertible preferred securities, by acceptance thereof, agrees
to the provisions of the Guarantee, including the subordination provisions
thereof, and the indenture.

    Our obligations to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by us to the holders of the convertible
preferred securities or by causing the trust to pay amounts to the holders.

    The Guarantee is full and unconditional, on a subordinated basis, from the
time of issuance. However, the Guarantee does not apply to any payment of
distributions or redemption price, or to payments upon the dissolution,
winding-up or termination of the trust, if the trust lacks funds legally
available for payment as a result of a failure by us to make payments of
interest or principal on the convertible debentures. See "Risk Factors--Our
Obligations Under the Guarantee and Convertible Debentures are Subordinated and
Junior in Right of Payment to Our Senior Debt" and "Description of the
Convertible Debentures."


    We have also agreed separately to irrevocably and unconditionally guarantee
the obligations of the trust with respect to the common securities, referred to
in this prospectus as the Common Securities Guarantee, to the same extent as the
Guarantee, except that upon the occurrence and during the continuation of a
Declaration Event of Default, holders of convertible preferred securities will
have priority over holders of common securities with respect to Guarantee
Payments.


CERTAIN COVENANTS

    In the Guarantee, we have covenanted that, so long as any convertible
preferred securities remain outstanding, if

    - we have exercised our option to defer interest payments on the convertible
      debentures by extending the interest payment period and such extension
      period, or any extension thereof, shall be continuing,

    - we shall be in default with respect to our payment or other obligations
      under the Guarantee, or

    - there shall have occurred and be continuing a Declaration Event of Default
      or any event that, with the giving of notice or lapse of time or both,
      would constitute a Declaration Event of Default,

then we shall not:

       -- declare or pay dividends on, make distributions with respect to, or
          redeem, purchase or acquire, or make a liquidation payment with
          respect to, any of our capital stock, or

       -- make any payment of interest, principal or premium, if any, on or
          repay, repurchase or redeem any of our debt securities that generally
          rank the same with or are junior in interest to the convertible
          debentures or make any guarantee payment with respect to any guarantee
          by us of the debt securities of any of our subsidiaries if such
          guarantee generally ranks the same with or junior in interest to the
          convertible debentures (other than (i) as a result of a
          reclassification of our capital stock or the exchange or conversion of
          one class or series of our capital stock for another class or series
          of our capital stock, (ii) the purchase of fractional interests in
          shares of our capital stock pursuant to the conversion or exchange
          provisions of such capital stock or the security being converted into
          or exchanged for our capital stock, (iii) the payment of dividends or
          distributions in our common stock, (iv) any declaration of a dividend
          in connection with the implementation of a stockholders' rights plan,
          or the issuance of stock under any such plan in the future, or the
          redemption or repurchase of any such rights pursuant thereto,
          (v) payments under the Guarantee and Common Securities Guarantee,
          (vi) purchases of our common stock related to the issuance

                                       38
<PAGE>
          of our common stock or rights under any of our benefit plans for our
          directors, officers or employees and (vii) obligations under any
          dividend reinvestment and stock purchase plans).

    As part of the Guarantee, we agreed to honor all obligations relating to the
conversion of the convertible preferred securities into our common stock as
described in "Description of the Convertible Preferred Securities--Conversion
Rights."

AMENDMENTS AND ASSIGNMENT

    Except with respect to any changes that do not materially adversely affect
the rights of holders of convertible preferred securities (in which case no
consent will be required), the Guarantee may be amended only with the prior
approval of the holders of at least a majority in liquidation amount of all the
convertible preferred securities then outstanding. A description of the way to
obtain any approval is described under "Description of the Convertible Preferred
Securities--Voting Rights." All guarantees and agreements contained in the
Guarantee will bind our successors, assigns, receivers, trustees and
representatives and are for the benefit of the holders of the convertible
preferred securities then outstanding.

TERMINATION OF THE GUARANTEE

    The Guarantee will terminate as to each holder of convertible preferred
securities upon:

    - full payment of the redemption price and accrued and unpaid distributions
      with respect to all convertible preferred securities,

    - distribution of the convertible debentures held by the trust to the
      holders of the convertible preferred securities,

    - full payment of the amounts payable under the Declaration upon liquidation
      of the trust, or

    - the distribution of our common stock to such holder upon conversion of
      such holder's convertible preferred securities into our common stock.

The Guarantee will continue to be effective or will be reinstated, as the case
may be, if at any time any holder of convertible preferred securities must
restore payment of any sum paid under such convertible preferred securities or
the Guarantee.

EVENTS OF DEFAULT

    An event of default under the Guarantee will occur when:

    - we fail to perform any of our payment or other obligations thereunder, or

    - if applicable, we fail to deliver our common stock upon an appropriate
      election by the holder or holders of convertible preferred securities to
      convert the convertible preferred securities into shares of our common
      stock.

    The holders of a majority in liquidation amount of convertible preferred
securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee relating to the
Guarantee or to direct the exercise of any trust or power conferred upon the
Guarantee Trustee under the Guarantee.

    If the Guarantee Trustee fails to enforce the Guarantee, a holder of a
convertible preferred security may sue us directly to enforce our obligations
under the Guarantee without first instituting a legal proceeding against the
trust, the Guarantee Trustee or any other person or entity to the fullest extent
permitted by law.

                                       39
<PAGE>
    If an event of default occurs with respect to the convertible debentures
because we fail to pay interest or principal when due, a holder of convertible
preferred securities may directly institute a proceeding for payment to that
holder of the principal or interest on convertible debentures having a principal
amount equal to the liquidation amount of that holder's convertible preferred
securities. We waive any right or remedy to require that any action be brought
first against the trust or any other person or entity before proceeding directly
against us.

STATUS OF THE GUARANTEE; SUBORDINATION

    The Guarantee constitutes an unsecured obligation of ours and ranks

    - subordinate and junior in right of payment to all of our other liabilities
      (except any liabilities that may be PARI PASSU expressly by their terms),

    - PARI PASSU with the most senior preferred or preference stock now or
      hereafter issued by us and with any guarantee now or hereafter issued by
      us in respect of any preferred or preference stock of any affiliate of
      ours, and

    - senior to our common stock.

The terms of the convertible preferred securities provide that each holder of
convertible preferred securities issued by the trust by acceptance thereof
agrees to the subordination provisions and other terms of the Guarantee relating
thereto. See, also, "Risk Factors--Our Obligations Under the Guarantee and
Convertible Debentures Are Subordinate and Junior In Right of Payment to Our
Senior Debt."

    The Guarantee constitutes a guarantee of payment and not of collection (that
is, the guaranteed party may institute a legal proceeding directly against us to
enforce its rights under the Guarantee without instituting a legal proceeding
against any other person or entity). The Guarantee does not place a limitation
on the amount of additional indebtedness that may be incurred by us. We expect
from time to time to incur additional indebtedness senior to the convertible
debentures.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

    The Guarantee Trustee, prior to the occurrence of a default with respect to
the Guarantee, undertakes to perform only such duties as are specifically set
forth in the Guarantee and, after any default with respect to the Guarantee,
must exercise the same degree of care and skill as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs. Subject to this provision, the Guarantee Trustee is under no obligation
to exercise any of the powers vested in it by the Guarantee at the request of
any holder of convertible preferred securities unless it is offered reasonable
indemnity against the costs, expenses and liabilities that it might incur,
PROVIDED that this requirement does not relieve the Guarantee Trustee upon the
occurrence of an event of default under the Guarantee, of its obligation to
exercise the rights and powers vested in it by the Guarantee. The Guarantee
Trustee is not liable for any action taken, suffered or omitted to be taken by
it in good faith and reasonably believed by it to be authorized or within its
discretion, rights, or powers conferred upon it by the Guarantee.

GOVERNING LAW

    The Guarantee is governed by and construed in accordance with the laws of
the State of New York.

                                       40
<PAGE>
                   DESCRIPTION OF THE CONVERTIBLE DEBENTURES


    Set forth below is a description of certain terms of the convertible
debentures in which the trust invested the proceeds from the original issuance
and sale of the trust securities. The following description does not purport to
be complete and is subject to, and is qualified in its entirety by reference to,
the indenture entered into by us and the Debt Trustee, a copy of which may be
obtained from us upon request. Certain capitalized terms used herein are defined
in the indenture. The indenture has been qualified under the Trust Indenture
Act.


    Under certain circumstances involving the dissolution of the trust,
convertible debentures may be distributed to the holders of the trust securities
in liquidation of the trust. See "Description of the Convertible Preferred
Securities--Special Event Distribution; Tax Event Redemption."

GENERAL

    The convertible debentures were issued as unsecured debt under the
indenture. The convertible debentures are limited in aggregate principal amount
to $185,567,010, such amount being the sum of the aggregate stated liquidation
amount of the convertible preferred securities and the capital that we
contributed to the trust in exchange for the common securities.


    The convertible debentures contain no sinking fund provisions. The entire
principal amount of the convertible debentures will become due and payable,
together with any accrued and unpaid interest thereon, including Additional
Sums, if any, required to be paid under the indenture and (to the extent
permitted by applicable law) Compound Interest (as defined below), if any, on
April 15, 2015. We have the right at any time to cause the trust to be dissolved
with the result that, after satisfaction of creditors of the trust, convertible
debentures with an aggregate principal amount equal to the aggregate stated
liquidation amount of the convertible preferred securities and the common
securities would be distributed on a PRO RATA basis to the holders of the
convertible preferred securities and the common securities in liquidation of
such holders' interests in the trust, within 90 days following notice given to
the holders of the convertible preferred securities, subject to the Regular
Trustees' having received an opinion of nationally recognized independent
counsel experienced in such matters to the effect that the holders will not
recognize any income, gain or loss for United States federal income tax purposes
as a result of the dissolution of the trust and such distribution to holders of
convertible preferred securities.


    If convertible debentures are distributed to holders of convertible
preferred securities in liquidation of such holders' interests in the trust,
such convertible debentures will initially be issued in the same form as the
convertible preferred securities that such convertible debentures replace. Under
certain limited circumstances, convertible debentures may be issued in
certificated form in exchange for a Global Security. See "--Book-Entry and
Settlement" below. If convertible debentures are issued in certificated form,
such convertible debentures will be in denominations of $10 and integral
multiples thereof and may be transferred or exchanged at the offices described
below. We will make payments on convertible debentures issued as a Global
Security to DTC, a successor depositary or, if no depositary is used, to a
paying agent for the convertible debentures. With respect to convertible
debentures issued in certificated form, principal and interest will be payable,
the transfer of the convertible debentures will be registrable and convertible
debentures will be exchangeable for convertible debentures of other
denominations of a like aggregate principal amount at our office or agency
maintained for such purpose in the Borough of Manhattan, The City of New York;
PROVIDED that payment of interest may be made at our option by check mailed to
the address of the holder entitled thereto or by wire transfer to an account
appropriately designated by the holder entitle thereto. Notwithstanding the
foregoing, so long as the holder of any convertible debenture is the
Institutional Trustee, the payment of principal and interest on such convertible
debenture will be made at such place and to such account as may be designated by
the Institutional Trustee.

                                       41
<PAGE>

    The indenture does not contain provisions that afford holders of the
convertible debentures protection in the event of a highly leveraged transaction
involving us that would adversely affect such holders.


INTEREST


    Each convertible debenture bears interest at an annual rate of 7 3/4% from
the date of original issuance, payable quarterly in arrears on January 15,
April 15, July 15 and October 15 of each year (each an "Interest Payment Date"),
to the person in whose name such convertible debenture is registered, subject to
certain exceptions, 15 days prior to such interest payment date. The first
distribution was paid on July 15, 2000.



    The amount of interest payable for any period is computed on the basis of a
360-day year of twelve 30-day months. The amount of interest payable for any
period shorter than a full quarterly period for which interest is computed will
be computed on the basis of the actual number of days elapsed per 30-day month.
If any date on which interest is payable on the convertible debentures is not a
business day, then payment of the interest payable on such date will be made on
the next succeeding day that is a business day (and without any interest or
other payment in respect of any such delay), except that, if such business day
is in the next succeeding calendar year, then such payment shall be made on the
immediately preceding business day, in each case with the same force and effect
as if made on such date.


OPTION TO EXTEND INTEREST PAYMENT PERIOD


    So long as we are not in default in the payment of interest on the
convertible debentures, we have the right, at any time, and from time to time,
during the term of the convertible debentures, to defer payments of interest by
extending the interest payment period for a period not exceeding 20 consecutive
quarters, at the end of which extension period we shall pay all interest then
accrued and unpaid, together with interest thereon compounded quarterly at the
rate specified for the convertible debentures to the extent permitted by
applicable law, Compound Interest, and any Additional Sums; PROVIDED that during
any such extension period, we shall not:


    - declare or pay dividends on, make any distributions with respect to, or
      redeem, purchase, acquire or make a liquidation payment with respect to,
      any of our capital stock, or

    - make any payment of interest, principal or premium, if any, on or repay,
      repurchase or redeem any debt securities issued by us that generally rank
      the same as or junior in interest to the convertible debentures or make
      any guarantee payments with respect to any guarantee by us of the debt
      securities of any of our subsidiaries if such guarantee generally ranks
      the same as or junior in interest to the convertible debentures (other
      than (1) as a result of a reclassification of our capital stock or the
      exchange or conversion of one class or series of our capital stock for
      another class or series of our capital stock, (2) the purchase of
      fractional interests in shares of our capital stock pursuant to the
      conversion or exchange provisions of such capital stock or the security
      being converted into or exchanged for our capital stock, (3) dividends or
      distributions in our common stock, (4) any declaration of a dividend in
      connection with the implementation of a stockholders' rights plan, or the
      issuance of stock under any such plan in the future, or the redemption or
      repurchase of any such rights pursuant thereto, (5) payments under the
      Guarantee and Common Securities Guarantee, (6) purchases of common stock
      related to the issuance of common stock or rights under any of our benefit
      plans for our directors, officers or employees and (7) obligations under
      any dividend reinvestment and stock purchase plans).


Prior to termination of any such extension period, we may further defer payments
of interest by extending the interest payment period; PROVIDED, that, such
extension period, together all such previous


                                       42
<PAGE>

and further extensions, may not exceed 20 consecutive quarters or extend beyond
the date of maturity of the convertible debentures. Upon the termination of any
extension period and the payment of all amounts then due, we may begin a new
extension period, subject to the terms set forth in this section. Each extension
period, if any, will end on an interest payment date. No interest shall be due
and payable during an extension period, except on the last day thereof, but we
may prepay at any time all or any portion of the interest accrued during an
extension period. On the last day of each extension period, all accrued and
unpaid interest (including Additional Sums, if any, and, to the extent permitted
by applicable law, Compound Interest) shall be due and payable and shall be paid
to the holders of record of the convertible debentures at the close of business
on the record date next preceding such interest payment date. We have no present
intention of exercising our right to defer payments of interest by extending the
interest payment period on the convertible debentures. If the Institutional
Trustee shall be the sole holder of the convertible debentures, we shall give
the Regular Trustees, the Institutional Trustee and the Debt Trustee notice of
its selection of such extension period at least one business day prior to the
earlier of


    - the next succeeding date distributions on the convertible preferred
      securities are payable, or

    - the date the Regular Trustees are required to give notice to any
      applicable self-regulatory organization or to holders of the convertible
      preferred securities of the record or payment date of such related
      distribution,


but in any event not less than ten business days prior to such record date. We
shall cause the trust to give notice of its selection of such extension period
to holders of the convertible preferred securities. If the Institutional Trustee
shall not be the sole holder of the convertible debentures, we shall give the
Debt Trustee, the Institutional Trustee and the holders of the convertible
debentures notice of selection of such extension period at least ten business
days prior to the earlier of


    - the next succeeding interest payment date, or

    - the date we are required to give notice to any applicable self-regulatory
      organization or to holders of convertible debentures of the record or
      payment date of such related interest payment,

but in any event not less than two business days prior to such record date.

ADDITIONAL SUMS


    If at any time the trust is required to pay any taxes, duties, assessments
or governmental charges of whatever nature (other than withholding taxes)
imposed by the United States, or any other taxing authority, then, in any such
case, we will pay as additional sums, Additional Sums, such additional amounts
as shall be required so that the net amounts received and retained by the trust
after paying any such taxes, duties, assessments or other governmental charges
will not be less than the amounts the trust would have received had no such
taxes, duties, assessments or other governmental charges been imposed so long as
the trust is the holder of the convertible debentures.


                                       43
<PAGE>
SUBORDINATION

    The indenture provides that the convertible debentures are subordinated and
junior in right of payment to all of our existing and future senior
indebtedness. No payment of principal (including redemption payments, if any),
premiums, if any, or interest on the convertible debentures may be made

    - if any principal, premium if any, interest or any other payment due on any
      of our senior indebtedness is not paid when due and any applicable grace
      period with respect to such default has ended with such default not having
      been cured or waived or ceasing to exist, or

    - if the maturity of any of our senior indebtedness has been accelerated
      because of a default and such acceleration has not been rescinded.

    Upon any distribution of our assets to creditors upon any dissolution,
winding-up, liquidation or reorganization, whether voluntary or involuntary, or
in bankruptcy, insolvency, receivership, or other similar proceedings, any
assignment by us or any other marshalling of our assets, all principal, premium,
if any, and interest due or to become due on all of its senior indebtedness must
be paid in full before the holders of convertible debentures are entitled to
receive or retain any payment. Upon satisfaction of all claims of all senior
indebtedness then outstanding, the rights of the holders of the convertible
debentures will be subrogated to the rights of the holders of our senior
indebtedness to receive payments or distributions applicable to senior
indebtedness until all amounts owing on the convertible debentures are paid in
full.

    The term "senior indebtedness" means, with respect to us,

    - the principal, premium, if any, and interest in respect of

       -- indebtedness of such obligor for money borrowed (but excluding trade
          accounts payable arising in the ordinary course of business) under any
          credit agreements, notes, guarantees or similar documents, and

       -- indebtedness evidenced by securities, debentures, bonds or other
          similar instruments issued by such obligor,

    - all capital lease obligations of such obligor,

    - all obligations of such obligor issued or assumed as the deferred purchase
      price of property, all conditional sale obligations of such obligor and
      all obligations of such obligor under any title retention agreement (but
      excluding trade accounts payable arising in the ordinary course of
      business),

    - all obligations of such obligor for the reimbursement on any letter of
      credit, bankers' acceptance, security purchase facility or similar credit
      transaction,

    - all obligations of such obligor (contingent or otherwise) with respect to
      an interest rate or other swap, cap or collar agreements or other similar
      instruments or agreements or foreign currency hedge, exchange, purchase or
      similar instruments or agreements,

    - all obligations of the types referred to in the preceding bullets of other
      persons for the payment of which such obligor is responsible or liable as
      obligor, guarantor or otherwise, and

    - all obligations of the types referred to in the preceding bullets of other
      persons secured by any lien on any property or asset of such obligor
      (whether or not such obligation is assumed by such obligor), whether
      outstanding on the date of the indenture or thereafter created, incurred,
      assumed, guaranteed or in effect guaranteed by such obligor, except for
      any such indebtedness that is by its terms subordinated to or generally
      ranks the same as the convertible debentures.

                                       44
<PAGE>
Such senior indebtedness shall continue to be senior indebtedness and be
entitled to the benefits of the subordination provisions irrespective of any
deferrals, renewals, extensions or refundings of, or amendments, modifications,
supplements or waivers of any term of such senior indebtedness.

    The indenture does not limit the aggregate amount of senior indebtedness
that may be issued by us.

    In the event of

    - any insolvency, bankruptcy, receivership, liquidation, reorganization,
      readjustment, composition or other similar proceeding relating to us, our
      creditors or our property,

    - any proceeding for our liquidation, dissolution or other winding up,
      voluntary or involuntary, whether or not involving insolvency or
      bankruptcy proceedings,

    - any assignment by us for the benefit of creditors, or

    - any other marshalling of our assets,

all senior indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full, or payment
thereof provided for in money in accordance with its terms, before any payment
or distribution of any kind shall be made on the convertible debentures. In such
event, any payment or distribution on the convertible debentures, whether in
cash, securities or other property (other than our securities or any other
corporation provided for by a plan of reorganization or readjustment the payment
of which is subordinate, at least to the extent provided in the subordination
provisions with respect to the convertible debentures, to the payment of all
senior indebtedness at the time outstanding, and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for the subordination provisions) be payable in respect of
the convertible debentures shall be paid directly to the holders of senior
indebtedness until all senior indebtedness (including any interest thereon
accruing after the commencement of any such proceedings) shall have been paid in
full.

    If such a proceeding occurs, only after we pay the holders of senior
indebtedness in full, will we pay the holders of convertible debentures and
holders of obligations that rank equally with the convertible debentures from
our remaining assets, if any. However, we will pay holders of convertible
debentures and other indebtedness that ranks equally with it in full before we
pay holders of our capital stock or our obligations that are junior to the
convertible debentures. In the event of any such proceeding, after payment in
full of all sums owing with respect to senior indebtedness the holders of
convertible debentures, together with the holders of any of our obligations
ranking on a parity with the convertible debentures, shall be entitled to be
paid from our remaining assets the amounts at the time due and owing on account
of unpaid principal of and premium, if any, and interest, if any, on the
convertible debentures and such other obligations before any payment or other
distribution, whether in cash, property or otherwise, shall be made on account
of any of our capital stock or obligations ranking junior to the convertible
debentures and such other obligations.

    If the Debt Trustee or any holder of convertible debentures receives any
payment on the convertible debentures (other than our securities or those of
another corporation provided for by a plan of reorganization or readjustment the
payment of which is as subordinated as the convertible debentures to the payment
of all senior indebtedness and to any securities issued in respect thereof under
any such plan of reorganization or readjustment) in violation of the
subordination terms and before all the senior indebtedness shall have been paid
in full, or provision made for such payment, the Debt Trustee or the holder will
receive such payment in trust for the benefit of, and must deliver, such payment
to the holders of the senior indebtedness in accordance with the priorities then
existing among such holders to the extent necessary to pay all such senior
indebtedness in full after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such senior indebtedness.

                                       45
<PAGE>
Because of such subordination, if we become insolvent, holders of senior
indebtedness may receive more, ratably than holders of the convertible
debentures. Such subordination will not prevent the occurrence of any Event of
Default in respect of the convertible debentures.

CERTAIN COVENANTS

    In the indenture, we covenanted that, so long as any convertible debentures
are outstanding, if

    - there shall have occurred and be continuing any Indenture Event of Default
      or any event that, with the giving of notice or lapse of time or both,
      would constitute an Indenture Event of Default,

    - we shall be in default with respect to our payment or other obligations
      under the Guarantee or the Common Securities Guarantee, or

    - we shall have given notice of our election to defer interest payments on
      the convertible debentures by extending the interest payment period and
      such period, or any extension thereof, shall be continuing;


then we (a) shall not declare or pay dividends on, make distributions with
respect to, or redeem, purchase or acquire, or make a liquidation payment with
respect to, any of our capital stock or (b) shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by us that generally rank the same as or junior in
interest to the convertible debentures or make any guarantee payments with
respect to any guarantee by us of the debt securities of any of our subsidiaries
if such guarantee generally ranks the same as or junior in interest to the
convertible debentures, other than (1) as a result of a reclassification of our
capital stock or the exchange or conversion of one class or series of its
capital stock for another class or series of our capital stock, (2) the purchase
of fractional interests in shares of our capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged for our capital stock, (3) dividends or distributions in
our common stock, (4) any declaration of a dividend in connection with the
implementation of a stockholders' rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto, (5) payments under the Guarantee and Common Securities
Guarantee, (6) purchases of our common stock related to the issuance of our
common stock or rights under any of our benefit plans for our directors,
officers or employees and (7) obligations under any dividend reinvestment and
stock purchase plan.


    We have covenanted to

    - directly or indirectly maintain 100% ownership of the trust's common
      securities; PROVIDED, HOWEVER, that any permitted successor of ours under
      the indenture may succeed to our ownership of such common securities,

    - to use our reasonable efforts to cause the trust (x) to remain a statutory
      business trust, except in connection with the distribution of convertible
      debentures to the holders of trust securities in liquidation of the trust,
      the redemption of all the trust securities of the trust, or certain
      mergers, consolidations or amalgamations, each as permitted by the
      Declaration, and (y) to continue to be classified as a grantor trust for
      United States federal income tax purposes, and

    - to use our reasonable efforts to cause each holder of trust securities to
      be treated as owning an undivided beneficial interest in the convertible
      debentures.

    The indenture provides that we will not merge or consolidate with or into
any other person or entity or sell, transfer, lease or otherwise convey all or
substantially all of our assets on a consolidated basis to any person unless
(a)(i) we are the surviving corporation in any such merger or (ii) if we are not
the survivor, the successor is a corporation organized and existing under the
laws of the United

                                       46
<PAGE>
States of America, any state thereof or the District of Columbia and expressly
assumes the due and punctual payment of the principal of, premium, if any, and
interest (including Additional Sums and Compound Interest) on all convertible
debentures issued thereunder and the performance of every other covenant,
agreement and condition in the indenture and the registration rights agreement
on its part, (b) immediately thereafter no Indenture Event of Default and no
event which, after notice or lapse of time or both, would become an Indenture
Event of Default shall have occurred and be continuing, and (c) we have
delivered to the Debt Trustee the officers' certificate and opinion of counsel
required by the indenture. Upon any such consolidation, merger, sale, transfer,
lease or conveyance, the successor corporation shall succeed to and be
substituted for us under the indenture and thereafter (except in the case of a
lease) the predecessor corporation shall be relieved of all obligations and
covenants under the indenture, the convertible debentures and the registration
rights agreement and may be liquidated and dissolved.

REDEMPTION AT THE OPTION OF VIATEL

    We have the right to redeem the convertible debentures, in whole or in part,
from time to time, on or after April 18, 2003, upon not less than 30 nor more
than 60 days notice, at the following prices (expressed as percentages of the
principal amount of the convertible debentures), together with accrued and
unpaid interest (including Additional Sums, if any, and, to the extent permitted
by applicable law, Compound Interest, if any), to but excluding the redemption
date, if redeemed during the 12-month period beginning April 18 of the
applicable year set forth below:

<TABLE>
<CAPTION>
YEAR                                                          REDEMPTION PRICE
----                                                          ----------------
<S>                                                           <C>
2003  ......................................................       105.43%
2004  ......................................................       104.65
2005  ......................................................       103.88
2006  ......................................................       103.10
2007  ......................................................       102.33
2008  ......................................................       101.55
2009  ......................................................       100.78
</TABLE>

and 100.0% if redeemed on or after April 18, 2010.

    We may not redeem fewer than all of the outstanding convertible debentures
unless all accrued and unpaid interest has been paid on all convertible
debentures for all quarterly interest payment periods terminating on or prior to
the date of redemption. If convertible debentures are redeemed on any interest
payment date, accrued and unpaid interest shall be payable to holders of record
on the relevant record date.

    We shall also have the right to redeem the convertible debentures, in whole
or in part, for cash within 90 days following the occurrence of a Tax Event as
described under "Description of the Convertible Preferred Securities--Special
Event Distribution; Tax Event Redemption" at 100% of the principal amount
thereof, together with accrued and unpaid interest (including Additional Sums,
if any, and, to the extent permitted by applicable law, Compound Interest, if
any) to the redemption date.

    Any redemption of convertible debentures shall be made on not less than 30
nor more than 60 days notice to holders of the convertible debentures. If fewer
than all of the outstanding convertible debentures are to be redeemed, the
convertible debentures will be redeemed PRO RATA. So long as the corresponding
trust securities are outstanding, the proceeds from the redemption of the
convertible debentures will be used to redeem the trust securities.

                                       47
<PAGE>
CONVERSION OF THE CONVERTIBLE DEBENTURES


    The convertible debentures are convertible into our common stock at the
option of the holders of the convertible debentures prior to the close of
business on the business day prior to the maturity date of the convertible
debentures (or, in the case of convertible debentures called for redemption, the
close of business on the business day prior to the redemption date) at an
initial conversion rate of 1.048 shares of our common stock for each $50 in
principal amount of convertible debentures (equivalent to a conversion price of
$47.71 per share of our common stock), subject to adjustment and reset as
described under "Description of the Convertible Preferred Securities--Conversion
Rights." The trust has agreed not to convert convertible debentures held by it
except pursuant to a notice of conversion delivered to the Conversion Agent by a
holder of convertible preferred securities. Upon surrender of a convertible
preferred security to the Conversion Agent for conversion, the trust will
distribute $50 principal amount of convertible debentures for each $50 in
liquidation amount of convertible preferred securities surrendered to the
Conversion Agent on behalf of the holder of the convertible preferred securities
so converted, whereupon the Conversion Agent will convert such convertible
debentures into our common stock on behalf of such holder. Our delivery to the
holders of the convertible debentures (through the Conversion Agent) of the
fixed number of shares of our common stock into which the convertible debentures
are convertible (together with the cash payment, if any, in lieu of fractional
shares) will be deemed to satisfy our obligation to pay the principal amount of
the convertible debentures so converted, and the accrued and unpaid interest
including Compound Interest thereon attributable to the period from the last
date to which interest has been paid or duly provided for; PROVIDED, HOWEVER,
that if any convertible debenture is converted after the close of business on a
record date and prior to the subsequent interest payment date for payment of
interest, the interest payable on the related interest payment date with respect
to such convertible debenture shall be paid on such interest payment date to the
person who was the registered holder thereof on such record date, despite such
conversion, unless such convertible debenture has been called for redemption on
a redemption date falling between such record date and the corresponding
interest payment date, in which case the amount of such payment shall include
interest accrued to, but excluding, such redemption date and such payment shall
be made to the converting holder.


INDENTURE EVENTS OF DEFAULT

    The indenture provides that any one or more of the following described
events, which has occurred and is continuing, constitutes an "Indenture Event of
Default" with respect to the convertible debentures:


    - failure for 30 days to pay interest on the convertible debentures,
      including any Additional Sums, Compound Interest and liquidated damages
      amount in respect thereof, when due; PROVIDED that a valid extension of an
      interest payment period will not constitute a default in the payment of
      interest (including any Additional Sums, Compound Interest or liquidated
      damages amount) for this purpose,


    - failure to pay principal of or premium, if any, on the convertible
      debentures when due whether at maturity, upon redemption, by declaration
      or otherwise,

    - our failure to deliver shares of our common stock upon an election by a
      holder of convertible preferred securities or convertible debentures to
      convert such convertible preferred securities or convertible debentures,
      as the case may be,

    - our failure to observe or perform any other covenant or warranty contained
      in the convertible debentures or in the indenture for 30 days after notice
      to us by the Debt Trustee or by the holders of at least 25% in aggregate
      outstanding principal amount of the convertible debentures,

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<PAGE>
    - the dissolution, winding up or termination of the trust, except in
      connection with the distribution of convertible debentures to the holders
      of convertible preferred securities in liquidation of the trust upon the
      occurrence of a Special Event or upon the occurrence of events as
      described under "Description of the Convertible Preferred
      Securities--Liquidation of Trust and Distribution of Convertible
      Debentures to Holders," upon the redemption of all outstanding common
      securities and convertible preferred securities of the trust, upon the
      conversion of all outstanding convertible preferred securities into our
      common stock or in connection with certain mergers, consolidations or
      amalgamations permitted by the Declaration, or

    - certain events of bankruptcy, insolvency or reorganization of us which are
      voluntary or, if involuntary, continue for a period of 90 days.


    If any Indenture Event of Default shall occur and be continuing, the
Institutional Trustee or the holders of not less than 25% in aggregate principal
amount of the convertible debentures then outstanding may declare the principal
of and the accrued and unpaid interest on the convertible debentures (including
Additional Sums, if any, and, to the extent permitted by applicable law,
Compound Interest, if any) and any other amounts payable under the indenture to
be forthwith due and payable and to enforce its other rights as a creditor with
respect to the convertible debentures; PROVIDED, HOWEVER, that after such
acceleration, but before a judgment or decree based on such acceleration is
obtained, the holders of a majority in aggregate principal amount of the
convertible debentures then outstanding may, under certain circumstances,
rescind and annul such acceleration if all Indenture Events of Default, other
than the nonpayment of accelerated principal and interest, have been cured or
waived as provided in the indenture. An Indenture Event of Default also
constitutes a Declaration Event of Default. The holders of convertible preferred
securities in certain circumstances have the right to direct the Institutional
Trustee to exercise its rights as the holder of the convertible debentures. See
"Description of the Convertible Preferred Securities--Declaration Events of
Default" and "Description of the Convertible Preferred Securities--Voting
Rights." Notwithstanding the foregoing, if an Indenture Event of Default has
occurred and is continuing and such event is attributable to our failure to pay
interest or principal on the convertible debentures on the date such interest or
principal is otherwise payable (or in the case of redemption, the redemption
date), then a holder of convertible preferred securities may institute a direct
action for payment on or after the respective due dates specified in the
convertible debentures. Notwithstanding any payments made to such holder of
convertible preferred securities by us in connection with a direct action, we
shall remain obligated to pay the principal of and interest on the convertible
debentures held by the trust or the Institutional Trustee of the trust, and it
shall be subrogated to the rights of the holder of such convertible preferred
securities with respect to payments on the convertible preferred securities to
the extent of any payments made by us to such holder in any direct action. The
holders of convertible preferred securities will not be able to exercise
directly any other remedy available to the holders of the convertible
debentures.


    The indenture contains provisions permitting the holders of a majority in
aggregate principal amount of the convertible debentures then outstanding, on
behalf of all of the holders of the convertible debentures, to waive any past
default in the performance of any of the covenants contained in the indenture,
except a default in the payment of the principal of or premium, if any, or
interest on any of the convertible debentures and certain other defaults;
PROVIDED, HOWEVER, that if the convertible debentures are held by the trust or
the Institutional Trustee of the trust, such waiver shall not be effective until
the holders of a majority in aggregate liquidation amount of trust securities
shall have consented to such waiver; PROVIDED, FURTHER, that if the consent of
the holder of each outstanding convertible debenture affected is required, such
waiver shall not be effective until each holder of the trust securities shall
have consented to such waiver.

    A default under any of our other indebtedness would not constitute an
Indenture Event of Default.

                                       49
<PAGE>
    Subject to the provisions of the indenture relating to the duties of the
Debt Trustee in case an Indenture Event of Default shall occur and be
continuing, the Debt Trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request or direction of any holders
of convertible debentures, unless such holders shall have offered to the Debt
Trustee reasonable indemnity. Subject to such provisions for the indemnification
of the Debt Trustee, the holders of a majority in aggregate principal amount of
the convertible debentures then outstanding will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Debt Trustee, or exercising any trust or power conferred on the Debt
Trustee.

    No holder of any convertible debenture has any right to institute any
proceeding with respect to the indenture or for any remedy thereunder, unless:

    - such holder shall have previously given to the Debt Trustee written notice
      of a continuing Indenture Event of Default,

    - if the trust is not the sole holder of convertible debentures, the holders
      of at least 25% in aggregate principal amount of the convertible
      debentures then outstanding shall have made written request to the Debt
      Trustee to institute proceedings,


    - such holder has offered reasonable indemnity to the Debt Trustee to
      institute such proceeding,


    - the Debt Trustee shall have failed to institute such proceeding within
      60 days of such notice, request and offer of indemnity, and

    - the Debt Trustee shall not have received from the holders of a majority in
      aggregate principal amount of the outstanding convertible debentures a
      direction inconsistent with such request.

However, such limitations do not apply to a suit instituted by a holder of a
convertible debenture for enforcement of payment of the principal or interest on
such convertible debenture on or after the respective due dates expressed in
such convertible debenture.

    We are required to file annually with the Debt Trustee and the Institutional
Trustee a certificate as to whether or not we are in compliance with all the
conditions and covenants under the indenture.

BOOK-ENTRY AND SETTLEMENT


    If distributed to holders of convertible preferred securities in connection
with the involuntary or voluntary dissolution, winding-up or liquidation of the
trust, the convertible debentures will be issued in the same form as the
convertible preferred securities that such convertible debentures replace.
Except under the limited circumstances described below, convertible debentures
represented by a global security, a Global Debenture, will not be exchangeable
for, and will not otherwise be issuable as, convertible debentures in definitive
form. The Global Debenture may not be transferred as a whole except by DTC to a
nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or to
successor depositary or its nominee.


    Except as provided below, owners of beneficial interests in a Global
Debenture will not be entitled to receive physical delivery of convertible
debentures in definitive form and will not be considered the holders (as defined
in the indenture) thereof for any purpose under the indenture, and no Global
Debenture representing convertible debentures shall be exchangeable, except for
another global debenture of like denomination and tenor to be registered in the
name of DTC or its nominee or a successor depositary or its nominee.
Accordingly, each beneficial owner must rely on the procedures of DTC or if such
person is not a participant of DTC, on the procedures of the participant through
which such person owns its interest to exercise any rights of a holder under the
indenture.

                                       50
<PAGE>
THE DEPOSITARY

    If convertible debentures are distributed to holders of convertible
preferred securities in liquidation of such holders' interests in the trust and
a global debenture is issued, DTC will act as securities depositary for the
Global Debenture. For a description of DTC and the specific terms of the
depositary arrangements, see "Description of the Convertible Preferred
Securities--Form, Denomination and Registration--Global Convertible Preferred
Securities; Book-Entry Form." As of the date of this prospectus, the description
therein of DTC's book-entry system and DTC's practices as they relate to
purchases, transfers, notices and payments with respect to the convertible
preferred securities apply in all material respects to any debt obligations
represented by one or more global securities held by DTC. We may appoint a
successor to DTC or any successor depositary in the event DTC or such successor
depositary is unable or unwilling to continue as a depositary for such Global
Debenture.


    None of us, the trust, the Debt Trustee, any paying agent and any other
agent of ours or the Debt Trustee have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Debenture or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.


DISCONTINUANCE OF THE DEPOSITARY'S SERVICES

    DTC may discontinue providing its services as securities depositary with
respect to the Global Debenture at any time by giving notice to us. If

    - DTC notifies us that it is unwilling or unable to continue as a depositary
      for the Global Debenture or if at any time DTC ceases to be a clearing
      agency registered as such under the Securities Exchange Act when DTC is
      required to be so registered to act as such depositary and no successor
      depositary shall have been appointed within 90 days of such notification
      or of us becoming aware of DTC's ceasing to be so registered, as the case
      may be,

    - we, in our sole discretion, determine that the Global Debenture shall be
      exchanged for certificated convertible debentures or

    - there shall have occurred and be continuing an event of default pursuant
      to the indenture,

certificates for the convertible debentures will be printed and delivered in
exchange for interests in the Global Debentures. Any Global Debenture that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
convertible debentures registered in such names as DTC shall direct. It is
expected that such instructions will be based upon directions received by DTC
from its participants with respect to ownership of beneficial interests in such
Global Debenture.

MODIFICATIONS AND AMENDMENTS OF THE INDENTURE

    The indenture contains provisions permitting us and the Debt Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the outstanding convertible debentures (voting as one class), to
modify the indenture or the rights of the holders of convertible debentures;
PROVIDED, HOWEVER, that no such modification may, without the consent of the
holder of each outstanding convertible debenture affected thereby:

    - extend the stated maturity of the convertible debentures,

    - reduce the principal amount thereof or any premium thereon, or reduce the
      rate or extend the time for payment of interest thereon, or reduce any
      amount payable upon the redemption thereof,

                                       51
<PAGE>

    - make the principal thereof or interest thereon payable in any coin or
      currency other than that provided in the convertible debentures or in
      accordance with the terms thereof,


    - impair or adversely affect the right of any holder of convertible
      debentures to institute suit for payment thereof,


    - adversely affect the right to convert convertible debentures or the
      subordination provisions of the indenture, or


    - reduce the percentage in aggregate principal amount of outstanding
      convertible debentures, the holders of which are required to consent to
      any such supplemental indenture.

    In addition, we and the Debt Trustee may execute, without the consent of any
holder of convertible debentures, any supplemental indenture to cure any
ambiguities, defects or inconsistencies, comply with the Trust Indenture Act and
for certain other customary purposes.

INFORMATION CONCERNING THE DEBT TRUSTEE

    The Debt Trustee, prior to default, undertakes to perform only such duties
as are specifically set forth in the indenture and, after default, shall
exercise the same degree of care as a prudent person would exercise in the
conduct of his or her own affairs. Subject to such provision, the Debt Trustee
is under no obligation to exercise any of the powers vested in it by the
indenture at the request of any holder of convertible debentures, unless offered
reasonable indemnity by such holder against the costs, expenses and liabilities
which might be incurred thereby. The Debt Trustee is not required to expend or
risk its own funds or otherwise incur personal financial liability in the
performance of its duties if the Debt Trustee reasonably believes that repayment
or adequate indemnity is not reasonably assured to it.

    The indenture also contains limitations on the right of the Debt Trustee, as
a creditor of Viatel, to obtain payment of claims in certain cases or to realize
on certain property received in respect of any such claim as security or
otherwise. In addition, the Debt Trustee may be deemed to have a conflicting
interest and may be required to resign as Debt Trustee if at the time of a
default under the indenture it is a creditor of Viatel. Viatel may from time to
time maintain deposit accounts and conduct its banking transactions with the
Debt Trustee in the ordinary course of business.

GOVERNING LAW

    The indenture and the convertible debentures are governed by, and construed
in accordance with, the internal laws of the State of New York.

MISCELLANEOUS

    The indenture provides that we are to pay all fees and expenses related to

    - the original offering of the trust securities and the convertible
      debentures,

    - the organization, maintenance and dissolution of the trust,

    - the retention of the VTF Trustees,

    - any indemnification obligations arising in respect of the Declaration,

    - any and all taxes (other than U.S. withholding taxes attributable to the
      trust or its assets) and all liabilities, costs and expenses with respect
      to such taxes of the trust, and

    - the enforcement by the Institutional Trustee of the rights of the holders
      of the convertible preferred securities.

    We will have the right at all times to assign any of our respective rights
or obligations under the indenture to one of our direct or indirect wholly-owned
subsidiaries; PROVIDED that, in the event of any such assignment, we will remain
liable for all of our obligations under the indenture. Subject to the foregoing,
the indenture will be binding upon and inure to the benefit of the parties
thereto and their respective successors and assigns. The indenture provides that
it may not otherwise be assigned by the parties thereto.

                                       52
<PAGE>
                        EFFECT OF OBLIGATIONS UNDER THE
                    CONVERTIBLE DEBENTURES AND THE GUARANTEE

    As set forth in the Declaration, the sole purpose of the trust is to issue
the trust securities evidencing undivided beneficial interests in the assets of
the trust, and to invest the proceeds from such issuance and sale in the
convertible debentures.

    As long as payments of interest and other payments are made when due on the
convertible debentures, such payments will be sufficient to cover distributions
and payments due on the trust securities because of the following factors:

    -  the aggregate principal amount of convertible debentures will be equal to
      the sum of the aggregate stated liquidation amount of the trust
      securities,

    -  the interest rate and the interest and other payment dates on the
      convertible debentures will match the distribution rate and distribution
      and other payment dates for the convertible preferred securities,

    - we shall pay all, and the trust shall not be obligated to pay, directly or
      indirectly, any costs, expenses, debt and obligations of the trust (other
      than with respect to the trust securities), and

    - the Declaration further provides that the VTF Trustees shall not take or
      cause or permit the trust to, among other things, engage in any activity
      that is not consistent with the purposes of the trust.

    Payments of distributions (to the extent funds therefor are available) and
other payments due on the convertible preferred securities (to the extent funds
therefor are available) are guaranteed by us as and to the extent set forth
under "Description of the Guarantee" herein. If we do not make interest payments
on the convertible debentures purchased by the trust, it is expected that the
trust will not have sufficient funds to pay distributions on the convertible
preferred securities. The Guarantee is a full guarantee on a subordinated basis
with respect to the convertible preferred securities issued by the trust from
the time of its issuance but does not apply to any payment of distributions
unless and until the trust has sufficient funds for the payment of such
distributions. The Guarantee covers the payment of distributions and other
payments on the convertible preferred securities only if and to the extent that
we have made a payment of interest or principal on the convertible debentures
held by the trust as its sole asset. See "Risk Factors--Our Obligations Under
the Guarantee and Convertible Debentures are Subordinated and Junior in Right of
Payment to Our Senior Debt." The Guarantee, when taken together with our
obligations under the convertible debentures, the indenture and the Declaration,
including our obligations to pay costs, expenses, debts and liabilities of the
trust (other than with respect to the trust securities), provides a full and
unconditional guarantee of amounts on the convertible preferred securities.

    If we fail to make interest or other payments on the convertible debentures
when due (taking account of any extension period), the Declaration provides a
mechanism whereby a holder of the convertible preferred securities, using the
procedures described in "Description of the Convertible Preferred
Securities--Voting Rights," may direct the Institutional Trustee to enforce its
rights under the convertible debentures. If the Institutional Trustee fails to
enforce its rights under the convertible debentures to the fullest extent
permitted by applicable law, any holder of convertible preferred securities may
directly institute a legal proceeding against us to enforce the Institutional
Trustee's rights under the convertible debentures without first instituting
legal proceedings against the Institutional Trustee or any other person or
entity. Notwithstanding the foregoing, if an event of default has occurred under
the Declaration and is continuing and such event is attributable to our failure
to pay interest or principal on the convertible debentures on the date such
interest or principal is otherwise payable (or in the case of redemption on a
redemption date), a holder of convertible preferred securities may institute a
direct action for payment on or after the respective due dates specified in the

                                       53
<PAGE>
convertible debentures. In connection with such direct action, we will be
subrogated to the rights of such holder of convertible preferred securities
under the Declaration to the extent of any payment made by us to such holder of
convertible preferred securities in such direct action. Under the Guarantee, we
acknowledge that the Guarantee Trustee shall enforce the Guarantee on behalf of
holders of the convertible preferred securities. If we fail to make payments
under the Guarantee, the Guarantee provides a mechanism whereby the holders of
the convertible preferred securities may direct the Guarantee Trustee to enforce
its rights thereunder. Any holder of convertible preferred securities may
institute a legal proceeding directly against us to enforce such holder's right
to receive payment under the Guarantee without first instituting a legal
proceeding against the trust, the Guarantee Trustee or any other person or
entity.

                                       54
<PAGE>
                          DESCRIPTION OF CAPITAL STOCK

GENERAL

    The following description of our capital stock is based upon our certificate
of incorporation, the certificates of designation relating to our Series A
preferred stock, Series B preferred stock and Series C preferred stock, our
by-laws and applicable provisions of law. The following description is qualified
in its entirety by references to such certificate of incorporation, certificates
of designation and by-laws, which have been filed by us with the SEC.

    Certain provisions of our certificate of incorporation, certificates of
designation and by-laws summarized in the following paragraphs may be deemed to
have an anti-takeover effect and may delay, defer or prevent a tender offer or
takeover attempt that a stockholder might consider in its best interests,
including those attempts that might result in a premium over the market price
for shares held.

AUTHORIZED AND OUTSTANDING CAPITAL STOCK


    Our authorized capital stock currently consists of 150 million shares of
common stock and 2 million shares of preferred stock. Of the 150 million
authorized shares of our common stock, 50,510,651 were issued and outstanding at
August 30, 2000. Of the two million shares of preferred stock authorized, 1,000
shares are designated as Series A junior participating preferred stock, 325,000
shares are designated as Series B-1 preferred stock, 325,000 shares are
designated as Series B-2 preferred stock and 162,500 shares are designated as
Series C preferred stock. Of the designated shares of preferred stock, 162,500
shares of Series B-1 preferred stock and 162,500 shares of B-2 preferred stock
are currently issued and outstanding.


COMMON STOCK

    The holders of our common stock are entitled to one vote per share on all
matters on which the holders of common stock are entitled to vote and do not
have any cumulative voting rights. This means that the holders of more than
50.0% of our common stock voting for the election of directors can elect all of
the directors to be elected by the common stockholders if they choose to do so;
if this event occurs, the holders of the remaining shares of our common stock
will not be able to elect any person to our board of directors. Subject to the
rights of the holders of shares of our preferred stock, holders of our common
stock are entitled to receive ratably such dividends as may be from time to time
declared by our board of directors out of funds legally available for this
purpose. Holders of our common stock are not entitled to any preemptive,
conversion, redemption, subscription or similar rights. In the event of our
liquidation, dissolution or winding up, whether voluntary or involuntary,
holders of our common stock are entitled to share proportionately in any assets
which remain after we have paid all of our debts and other liabilities and
reserved any amounts due to holders of our outstanding preferred stock.

PREFERRED STOCK

    Under our certificate of incorporation, the board of directors has the
authority to create one or more series of preferred stock and to fix or alter
the specific rights of each series including:

    - dividend rights,

    - dividend rates,

    - conversion rights,

    - voting rights,

    - terms of redemption,

                                       55
<PAGE>
    - redemption prices,

    - liquidation preferences, and

    - the number of shares of each series.

    The authorized shares of preferred stock, as well as authorized but unissued
shares of common stock, are available for issuance without further action by our
stockholders, except to the extent stockholder action is required by applicable
law or by the rules of a stock exchange or quotation system on which any series
of our stock may then be listed or quoted, or as required by our certificate of
incorporation or by-laws.


    Our Series B-1 preferred stock, Series B-2 preferred stock and Series C
preferred stock have the following terms:


SERIES B-1 PREFERRED STOCK

    RANK.  The shares of Series B-1 preferred stock rank, with respect to
dividend rights and rights on liquidation, winding up and dissolution:

    - senior to all shares of our common stock (whether issued in one or more
      classes), the Series A junior participating preferred stock, and to each
      other class of our capital stock or series of preferred stock, the terms
      of which do not expressly provide that it ranks senior to or on a parity
      with the shares of the Series B-1 preferred stock as to dividend rights
      and rights on our liquidation, winding-up and dissolution,

    - on a parity with additional shares of Series B-1 preferred stock issued by
      us and each other class of our capital stock or of our series of preferred
      stock, the terms of which expressly provide that such class or series will
      rank on a parity with the shares of Series B-1 preferred stock as to
      dividend rights and rights on our liquidation, winding-up and dissolution,
      if we, in issuing the shares, comply with applicable provisions in the
      certificate of designation, and

    - junior to each class of our capital stock or series of preferred stock,
      the terms of which expressly provide that such class or series will rank
      senior to the shares of Series B-1 preferred stock as to dividend rights
      and rights upon liquidation, winding-up and dissolution, if we, in issuing
      the shares, comply with applicable provisions in the certificate of
      designation.

    DIVIDENDS.  The holders of shares of Series B-1 preferred stock are entitled
to receive with respect to each share of Series B-1 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. Such dividends are
cumulative from their date of issuance and are payable quarterly in arrears. We
are required to make any dividend payments with respect to any period after
May 31, 2005 in cash. Any dividends not paid in cash on a current basis on the
applicable dividend payment date with respect to all periods after May 31, 2005,
and all dividends with respect to the periods prior to May 31, 2005, shall not
be paid in cash but, rather, shall constitute accumulated dividends. Accumulated
dividends shall be added to the liquidation preference. Dividends may not be
paid by delivery of shares of Series B-1 preferred stock.

    CONVERSION.  The holders of shares of Series B-1 preferred stock have the
right, generally, at any time, to convert any or all of their shares of
Series B-1 preferred stock into a number of fully paid and nonassessable shares
of our common stock and with respect to certain holders into Series B-2
preferred stock (calculated as to each conversion to the nearest 1/100 of a
share) 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 divided by 100. The initial conversion price
is $46.25 per share.

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<PAGE>
    REDEMPTION.  The shares of Series B-1 preferred stock may be redeemed at any
time commencing on or after March 9, 2005 (or earlier, if a change of control
(as defined in the certificate of designation) shall have occurred, but only as
to shares of Series B-1 preferred stock with respect to which a remarketing
option has been elected), in whole or from time to time in part, at our
election, at a redemption price payable in cash equal to 100% (or, under certain
conditions described below relating to a change of control, 100%) of the then
effective liquidation preference plus accrued and unpaid dividends from the last
dividend payment date to the date fixed for redemption. Shares of Series B-1
preferred stock (if not earlier redeemed or converted) are mandatorily redeemed
by us 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.

    CHANGE OF CONTROL.  Upon occurrence of a change of control, the holders of
Series B-1 preferred stock shall have the right to:

    - continue to hold their shares or securities issued in respect of their
      shares of Series B-1 preferred stock in connection with such change of
      control and in compliance with the terms of the certificate of
      designation,

    - convert their shares of Series B-1 preferred stock (including shares
      received as a special payment (defined below)) and, if the change of
      control occurs prior to February 28, 2015, receive the special payment on
      such shares or

    - elect to have their shares of Series B-1 preferred stock remarketed as
      described below.


    If the conversion option described above is selected with respect to a share
of Series B-1 preferred stock, the holder of such share shall be deemed to have
elected to convert such share in accordance with the provisions of the
certificate of designation and, if the change of control occurs prior to
February 28, 2015, we shall issue, and the holder shall be entitled to receive,
in respect of such share selected for the conversion option, a number of shares
of Series B-1 preferred stock determined pursuant to a formula set forth in the
certificate of designation, referred to as the special payment. Any shares of
Series B-1 preferred stock received as a special payment may then be converted
by the holder thereof as provided in the certificate of designation.


    If the remarketing option described above is selected with respect to a
share of Series B-1 preferred stock, such holder shall be deemed to have elected
to waive such holder's right to receive the special payment with respect to such
change of control and we shall thereafter have the option to either (a) have
such share redeemed in accordance with the provisions for optional redemption
contained in the certificate of designation, except that the redemption price
shall be 100% of the liquidation preference of such share plus accrued and
unpaid dividends from the last dividend payment date to the redemption date, 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 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, we 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 we do not, within 180 days after the date of our giving
written notice of our 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 conversion option described above.

    VOTING RIGHTS.  The holders of the shares of Series B-1 preferred stock
shall not be entitled to any voting rights except as set forth below or as
otherwise provided by law. The holders of Series B-1 preferred stock are
entitled to vote on all matters that the holders of our common stock are
entitled to

                                       57
<PAGE>
vote upon. In addition, the approval of the holders of at least a majority of
the then outstanding shares of Series B-1 preferred stock, voting or consenting,
as one class, will be required for us to:

    - amend our certificate of incorporation, the certificate of designation of
      the Series B-1 preferred stock or our by-laws so as to (i) affect
      adversely the rights, preferences, privileges or voting rights of holders
      of the Series B preferred stock, or (ii) increase or decrease the number
      of shares of Series B preferred stock;

    - consolidate with or merge with or into, or sell, assign, transfer, lease,
      convey or otherwise dispose of all or substantially all of its assets to,
      any person or adopt a plan of liquidation, except as otherwise provided in
      the certificate of designation;

    - enter into, or permit any of its subsidiaries to enter into, an agreement
      that would impose material restrictions on our ability to honor the
      exercise of any right of holders of Series B preferred stock;


    - authorize or create, modify the terms of, or increase or decrease the
      authorized amount of any senior shares or parity shares;


    - issue any shares of Series B preferred stock other than (i) pursuant to
      the terms of the purchase agreement under which the shares were issued or
      (ii) shares of the Series B-1 preferred stock upon conversion of the
      Series B-2 preferred stock and vice versa; or

    - after March 9, 2005, commence or effect any tender or exchange offer made
      by us or any of our subsidiaries for all or any portion of our common
      stock.

SERIES B-2 PREFERRED STOCK

    RANK.  The shares of Series B-2 preferred stock rank, with respect to
dividend rights and rights on liquidation, winding up and dissolution:

    -  senior to all shares of our common stock (whether issued in one or more
      classes), the Series A junior participating preferred stock, and to each
      other class of our capital stock or series of preferred stock, the terms
      of which do not expressly provide that it ranks senior to or on a parity
      with the shares of the Series B-2 preferred stock as to dividend rights
      and rights on liquidation, winding-up and dissolution of Viatel,

    - on a parity with additional shares of Series B-2 preferred stock issued by
      us and each other class of our capital stock or series of our preferred
      stock, the terms of which expressly provide that such class or series will
      rank on a parity with the shares of the Series B-2 preferred stock as to
      dividend rights and rights on our liquidation, winding-up and dissolution,
      if we, in issuing the shares, comply with applicable provisions in the
      certificate of designation, and

    - junior to each class of our capital stock or series of preferred stock,
      the terms of which expressly provide that such class or series will rank
      senior to the shares of Series B-2 preferred stock as to dividend rights
      and rights upon liquidation, winding-up and dissolution, if we, in issuing
      the shares, comply with applicable provisions in the certificate of
      designation.

    DIVIDENDS.  The holders of the shares of Series B-2 preferred stock are
entitled to receive with respect to each share of Series B-2 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. Such dividends
shall be cumulative from their date of issuance and are payable quarterly in
arrears. We are required to make any dividend payments with respect to any
period after May 31, 2005 in cash. Any dividends not paid in cash on a current
basis on the applicable dividend payment date with respect to all periods after
May 31, 2005, and all dividends with respect to the periods prior to May 31,
2005, shall not be paid in cash but, rather, shall constitute accumulated
dividends. Accumulated dividends

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shall be added to the liquidation preference. Dividends may not be paid by
delivery of shares of Series B-2 preferred stock.

    CONVERSION.  The holders of shares of Series B-2 preferred stock have the
right, generally, at any time, to convert any of or all their shares of
Series B-2 preferred stock into a number of fully paid and nonassessable shares
of Class C preferred stock (calculated as to each conversion to the nearest
1/10,000 of a share) 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 divided by 100. The initial
conversion price is $46.25 per share.

    REDEMPTION.  The shares of Series B-2 preferred stock may be redeemed at any
time commencing on or after March 9, 2005 (or earlier, if a change of control
(as defined in the certificate of designation) shall have occurred, but only as
to shares of Series B-2 preferred stock with respect to which a remarketing
option has been elected), in whole or from time to time in part, at our
election, at a redemption price payable in cash equal to 100% (or, under certain
conditions described below relating to a change of control, 100%) of the then
effective liquidation preference plus accrued and unpaid dividends from the last
dividend payment date to the date fixed for redemption. Shares of Series B-2
preferred stock (if not earlier redeemed or converted) are mandatorily redeemed
by us 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.

    CHANGE OF CONTROL.  Upon occurrence of a change of control, the holders of
Series B-2 preferred stock shall have the right to:

    - continue to hold their shares of preferred stock or securities issued in
      respect of Series B-2 preferred stock in connection with such change of
      control and in compliance with the terms of the certificate of
      designation,

    - convert their shares of Series B-2 preferred stock (including shares
      received as a special payment (defined below)) and, if the change of
      control occurs prior to February 28, 2015, receive the special payment on
      such shares or

    - elect to have their shares of Series B-2 preferred stock remarketed as
      described below.


    If the conversion option described above is selected with respect to a share
of Series B-2 preferred stock, the holder of such share shall be deemed to have
elected to convert such share in accordance with provisions of the certificate
of designation and, if the change of control occurs prior to February 28, 2015,
we shall issue, and the holder shall be entitled to receive, in respect of such
share selected for the conversion option, the special payment. Any shares of
Series B-2 preferred stock received as a special payment may then be converted
by the holder thereof as provided in the certificate of designation.


    If the remarketing option described above is selected with respect to a
share of Series B-2 preferred stock, such holder shall be deemed to have elected
to waive such holder's right to receive the special payment with respect to such
change of control and we shall thereafter have the option to either (a) have
such share redeemed in accordance with the provisions for optional redemption
contained in the certificate of designation, except that the redemption price
shall be 100% of the liquidation preference of such share plus accrued and
unpaid dividends from the last dividend payment date to the redemption date, 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 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, we shall issue to, and sell for, the
account of such holder a sufficient number of shares of common stock or shares
of

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Series C preferred stock, if necessary to make up such shortfall. If we do not,
within 180 days after the date of our giving written notice of our 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 conversion option described above.

    VOTING RIGHTS.  The holders of the shares of Series B-2 preferred stock are
not entitled to any voting rights except as set forth below or as otherwise
provided by law. The approval of the holders of at least a majority of the then
outstanding shares of Series B-2 preferred stock, voting or consenting, as one
class, will be required to:

    - approve an amendment to our certificate of incorporation, the certificate
      of designation of the Series B-2 preferred stock or our by-laws so as to
      (i) affect adversely the rights, preferences, privileges or voting rights
      of holders of the Series B-2 preferred stock, or (ii) increase or decrease
      the number of shares of Series B preferred stock;

    - consolidate with or merge with or into, or sell, assign, transfer, lease,
      convey or otherwise dispose of all or substantially all of its assets to,
      any person or adopt a plan of liquidation, except as otherwise provided in
      the certificate of designation;

    - enter into, or permit any of its subsidiaries to enter into, an agreement
      that would impose material restrictions on our ability to honor the
      exercise of any right of holders of Series B preferred stock;


    - authorize or create, modify the terms of, or increase or decrease the
      authorized amount of any senior shares or party shares;


    - issue any shares of Series B preferred stock other than (i) pursuant to
      the terms of the purchase agreement under which the shares were issued or
      (ii) shares of the Series B-1 preferred stock upon conversion of the
      Series B-2 preferred stock and vice versa; or

    - after March 9, 2005, commence or effect any tender or exchange offer made
      by us or any of our subsidiaries for all or any portion of our common
      stock.

SERIES C CONVERTIBLE PREFERRED STOCK.

    RANK.  In the event of our liquidation, dissolution or winding-up, whether
voluntary or involuntary, the holders shall be entitled to receive, prior and in
preference to any distribution of any of our assets to the holders of our common
stock, (i) an amount equal to an amount such holders would receive if the
holders converted in accordance with their terms, their shares of Series C
preferred stock into common stock immediately prior to such liquidation,
dissolution of winding up, plus $0.01 per share of Series C preferred stock.

    DIVIDENDS.  Subject to certain provisions, whenever we shall either declare
or pay any dividend on or make any distribution with respect to our common
stock, the holders of Series C preferred stock shall be entitled to receive such
dividends or distributions on a ratable, as-converted basis.

    CONVERSION.  Subject to certain exceptions, holder's of shares of Series C
preferred stock have the right to convert their shares of Series C preferred
stock at any time into one hundred shares of our common stock.

    VOTING RIGHTS.  The holders of the shares of Series C preferred stock are
not entitled to any voting rights except as provided below or as otherwise
provided by law. The approval of at least a majority of the then outstanding
shares of Series C preferred stock and Series B-2 preferred stock (on an

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as-converted basis into Series C preferred stock), voting or consenting as one
class, is required for us to:

    - amend our certification of incorporation, the certificate of designation
      for the Series C preferred stock or our by-laws so as to (i) affect
      adversely the rights, preferences, privileges or voting rights of holders
      of the shares of Series C preferred stock, or (ii) increase or decrease
      the number of authorized shares of Series C preferred stock;

    - enter into, or permit any of its subsidiaries to enter into, any agreement
      that would impose material restrictions on our ability to honor the
      exercise of any rights of the holders of Series C preferred stock; or

    - issue any shares of Series C preferred stock other than upon the
      conversion of shares of the Series B-2 preferred stock or exercise of
      certain warrants.

DESCRIPTION OF CERTAIN WARRANTS


    SERIES A-1 WARRANTS.  We have issued Series A-1 warrants to purchase up to
an aggregate of 376,558 shares of our common stock at an exercise price of $75
per share. The Series A-1 warrants may be exercised at any time prior to 5:00
p.m., New York City time, on March 9, 2005. Warrants that are not exercised by
the expiration date will expire.


    Each Series A-1 warrant contains provisions adjusting the exercise price and
the number of shares or other securities issuable upon exercise of a Series A-1
warrant under specified circumstances. No adjustment in the number of shares
purchasable upon exercise of the Series A-1 warrants is required, however, for,
among other things, certain public offerings or for certain grants, exercises of
options or other rights pursuant to certain stock purchase, stock option and
compensation plans. In addition, holders of the Series A-1 warrants have certain
registration rights for the shares or other securities issuable upon exercise of
the Series A-1 warrants. The holders of unexercised Series A-1 warrants are not
entitled to vote or receive dividends or be considered a stockholder of ours for
any purpose, and are not entitled to vote, give or withhold consent to any
corporate action, to receive notice of any meeting of the stockholders, or to
receive dividends or subscription rights or otherwise.


    SERIES A-2 WARRANTS  We have issued Series A-2 warrants to purchase up to an
aggregate of 3,766 shares of our Series C preferred stock at an exercise price
of $7,500 per share. The Series A-2 warrants may be exercised at any time prior
to 5:00 p.m., New York City time, on March 9, 2005. Warrants that are not
exercised by the expiration date will expire.


    Each Series A-2 warrant contains provisions adjusting the exercise price and
the number of shares or other securities issuable upon exercise of a Series A-2
warrant under specified circumstances. No adjustment in the number of shares
purchasable upon exercise of the Series A-2 warrants is required, however, for,
among other things, certain public offerings or certain grants, exercises of
options or other rights pursuant to certain stock purchase, stock option and
compensation plans. In addition, holders of the Series A-2 warrants have certain
registration rights for the shares or other securities issuable upon exercise of
the Series A-2 warrants. The holders of unexercised Series A-2 warrants are not
entitled to vote or receive dividends or be considered a stockholder of ours for
any purpose, and are not entitled to vote, give or withhold consent to any
corporate action, to receive notice of meetings of stockholders, or to receive
dividends or subscription rights or otherwise.


    SERIES B-1 WARRANTS.  We have issued Series B-1 warrants, to purchase up to
an aggregate of 376,558 shares of our common stock at an exercise price of $100
per share. The Series B-1 warrants may be exercised at any time prior to
5:00 p.m., New York City time, on September 9, 2007. Warrants that are not
exercised by the expiration date will expire.


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    Each Series B-1 warrant contains provisions adjusting the exercise price and
the number of shares or other securities issuable upon exercise of a Series B-1
warrant under specified circumstances. No adjustment in the number of shares
purchasable upon exercise of the Series B-1 warrants is required, however, for,
among other things, certain public offerings or for certain grants, exercises of
options or other rights pursuant to certain stock purchase, stock options and
compensation plans. In addition, holders of the Series B-1 warrants have certain
registration rights for the shares or other securities issuable upon exercise of
the Series B-1 warrants. The holders of unexercised Series B-1 warrants are not
entitled to vote or receive dividends or be considered a stockholder of ours for
any purpose, and are not entitled to vote, give or withhold consent to any
corporate action, to receive notice of any meeting of the stockholders, or to a
receive dividends or subscription rights or otherwise.


    SERIES B-2 WARRANTS.  We have issued Series B-2 warrants, to purchase up to
an aggregate of 3,766 shares of our Series C preferred stock at an exercise
price of $10,000 per share. The Series B-2 warrants may be exercised at any time
prior to 5:00 p.m., New York City time, on September 9, 2007. Warrants that are
not exercised by this expiration date will expire.


    Each Series B-2 warrant contains provisions adjusting the exercise price and
the number of shares or other securities issuable upon exercise of a Series B-2
warrant under specified circumstances. No adjustment in the number of shares
purchasable upon exercise of the Series B-2 warrants is required, however, for,
among other things, certain public offerings or for certain grants, exercises of
options or other rights pursuant to certain stock purchase, stock option and
compensation plans. In addition, holders of the Series B-2 warrants have certain
registration rights for the shares or other securities issuable upon exercise of
the Series B-2 warrants. The holders of unexercised Series B-2 warrants are not
entitled to vote or receive dividends or be considered a stockholder of ours for
any purpose, and are not entitled to vote, give or withhold consent to any
corporate action, to receive notice of meetings of stockholders, to receive
dividends or subscription rights or otherwise.

REGISTRATION RIGHTS

    In connection with our March 2000 offering of preferred stock, we entered
into a registration rights agreement with certain affiliates of Hicks, Muse,
Tate & Furst and Chase Equity Associates. The registration rights agreement
provides that affiliates of Hicks, Muse, Tate & Furst and Chase Equity
Associates may, subject to certain conditions, make up to two demand
registrations for certain of their securities. The registration rights agreement
also gives certain piggyback registration rights to such holders, and grants
them certain rights to request a shelf registration. The registration rights
agreement contains provisions governing the registration statement filing
process. Among other things, it provides that we will bear certain expenses
incurred in connection with our obligations under the agreement.

STOCKHOLDER AGREEMENTS

    In connection with our acquisition of Destia, we entered into the following
stockholder agreements:

    - stockholder agreement, dated as of August 27 1999, among Alfred West, AT
      Econ Limited Partnership, AT Econ Limited Partnership No. 2, Viatel,
      Viatel Acquisition Corp. and Destia;

    - stockholder agreement, dated as of August 27, 1999, among Steven West, SS
      Econ Limited Partnership, SS Econ Limited Partnership No. 2, Viatel,
      Viatel Acquisition Corp. and Destia; and

    - stockholder agreement, dated as of August 27, 1999, among Gary Bondi, GS
      Econ Limited Partnership, Viatel, Viatel Acquisition Corp. and Destia.

    The following summary of the stockholder agreements is qualified by
reference to the complete text of each stockholder agreement, a copy of which
has been filed with the SEC.

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    LOCK-UP RESTRICTIONS.  After the merger and pursuant to the terms of each
stockholder agreement, the foregoing Destia stockholders agreed, for a period of
one year, not to sell, encumber or otherwise transfer its or his shares of our
common stock, except for a limited number which has been excepted. However,
certain transfers may be permitted if the person or entity receiving the shares
of our common stock agrees to be bound by the restrictions set forth in the
respective stockholder's agreement.

    REGISTRATION RIGHTS.  Under the terms of the stockholder agreement with
Alfred West, AT Econ Limited Partnership and AT Econ Limited Partnership No. 2,
we have agreed to grant such stockholders the ability to request, on two
occasions, the registration with the SEC of the resale of their shares of our
common stock received in the merger. We have also agreed to grant these
stockholders piggyback registration rights to the extent we decide to register
any of our securities under the Securities Act.

DESCRIPTION OF RIGHTS PLAN

    On December 6, 1999, our board declared a dividend of one preferred share
purchase right for each outstanding share of our common stock to stockholders of
record on December 24, 1999. Each stock right entitles the registered holder to
purchase from us one two-hundred-thousandth of a share of our Series A junior
participating preferred stock at a price of $210 per one two-hundred-thousandth
of a preferred share, subject to certain adjustments. The terms of the rights
are contained in a Rights Agreement, as amended, between us and The Bank of New
York, acting as rights agent, a copy of which has been filed with the SEC. The
following summary outlines the material terms of the Rights Agreement and is
qualified in its entirety by reference to the full text thereof.

    Until the earlier to occur of: (i) 10 days following a public announcement
that a person or group of affiliated or associated persons has acquired
beneficial ownership of 15% or more of our then outstanding common shares or a
person or group that was the beneficial owner of 15% or more of our outstanding
common shares as of December 24, 1999 has acquired additional outstanding common
shares, other than pursuant to a stock dividend, distribution, split or
subdivision made or authorized by us (with exceptions, an "Acquiring Person");
or (ii) 10 business days (or such later date as may be determined by action of
our board of directors prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of our then outstanding common shares (the earlier of such
dates being called the "Distribution Date"), the rights will be evidenced by the
stock certificates with respect to any of the shares of common stock outstanding
as of December 24, 1999.

    The rights are not exercisable until the Distribution Date and will expire
on December 5, 2009, unless the rights are earlier redeemed or exchanged by our
board of directors.

    If any person or group of affiliated or associated persons becomes an
Acquiring Person, each holder of a right, other than rights beneficially owned
by the Acquiring Person (which will thereupon become void), will thereafter have
the right to receive upon exercise of a right that number or common shares
having a market value of two times the exercise price of the right.

    If after a person or group has become an Acquiring Person, we are acquired
in a merger, consolidation or other transaction or 50% or more of our
consolidated assets or earning power are sold, proper provisions will be made so
that each holder of a right (other than rights beneficially owned by an
Acquiring Person which will have become void) will thereafter have the right to
receive upon the exercise of a right that number of shares of common stock of
the person with whom we have engaged in such merger, consolidation or
transaction (or its parent) that at the time of such transaction have a market
value of two times the exercise price of the right.

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<PAGE>
    At any time after any person or group becomes an Acquiring Person and prior
to the earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person of 50% or more of the then outstanding
common shares, our board of directors may exchange the rights (other than rights
owned by such Acquiring Person which will have become void), in whole or in
part, for common shares or preferred shares (or a series of our preferred stock
having equivalent rights, preferences and privileges), at an average exchange
ratio of one common share, or a fractional preferred share (or other preferred
shares) equivalent in value thereto, per right.

    At any time prior to the time an Acquiring Person becomes such, our board of
directors may redeem the rights in whole, but not in part, at a price of $.01
per right. The redemption of the rights may be made effective at such time, on
such basis and with such conditions as our board of directors in its sole
discretion may establish. Immediately upon any redemption of the rights, the
right to exercise the rights will terminate and the only right of the holders of
rights will be to receive the redemption price.

    Until a right is exercised or exchanged, the holder thereof, as such, will
have no rights as a stockholder of ours, including, without limitation, the
right to vote or to receive dividends.


    In general, the Rights Agreement may be amended by our board of directors
(i) prior to the Distribution Date in any manner, and (ii) on or after the
Distribution Date in certain respects including (a) to shorten or lengthen any
time period and (b) in a manner not adverse to the interests of rights holders.
However, amendments extending the redemption period must be made while the
rights are still redeemable.


    The rights have certain anti-takeover effects and will cause substantial
dilution to a person or group that attempts to acquire us on terms not approved
by our board of directors. The rights should not interfere with any merger or
other business combination approved by our board of directors, since our board
of directors may redeem the rights as provided above.


    The Rights Agreement was amended as of February 1, 2000 in connection with
the sale of 325,000 shares of Series B-1 preferred stock and Series B-2
preferred stock and certain warrants to affiliates of Chase Capital Partners and
affiliates of Hicks, Muse, Tate & Furst Incorporated. The amendment to the
Rights Agreement exempted the shares, subject to certain conditions, purchased
by each of the affiliates of Chase Capital Partners and Hicks, Muse, Tate &
Furst for purposes of calculating whether such entity is an Acquiring Person.
This amendment did not substantively alter any of the provisions of the Rights
Agreement as discussed elsewhere in this section.


CERTIFICATE OF INCORPORATION AND BY-LAWS

    Our certificate of incorporation provides that no director shall be liable
to us or our stockholders for monetary damages for breach of his or her
fiduciary duty as a director, except for liability:

    - for any breach of the director's duty of loyalty to us or our
      stockholders,

    - for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law,

    - in respect of certain unlawful dividend payments or stock redemptions or
      repurchases, or

    - for any transaction from which the director derived an improper personal
      benefit.

    These provisions effectively eliminate our right and the right of our
stockholders, through stockholders' derivative suits on our behalf, to recover
monetary damages against a director for breach of fiduciary duty as a director,
including breaches resulting from grossly negligent behavior, except in the
situations described above.

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    Our by-laws require that we indemnify any of our legal representatives,
directors and officers and any person who is or was serving at our request as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, to the fullest extent authorized by the Delaware General
Corporation Law.

    We currently have officers' and directors' liability insurance in the amount
of $50.0 million for members of our board of directors and executive officers.
We have entered into agreements to indemnify our directors and officers from and
against any expenses incurred by them in connection with certain legal matters
arising from their service to, or at request of, us. The indemnity agreements
contain provisions designed to protect against the loss of the contemplated
benefits in the event of a change in control.

    Our certificate of incorporation and by-laws include provisions which may
delay, deter or prevent a future takeover or change in control of us unless the
transaction is approved by our board of directors. These provisions may also
render the removal of directors and management more difficult.

    Our certificate of incorporation divides our board of directors into three
classes, as equal in number as possible, serving staggered, three-year terms.
Our by-laws contain provisions which require that stockholders give us prior
notice of their intent to either nominate a director or submit a proposal for
consideration at an annual meeting. In general, we must receive notice no less
than 120 days prior to the meeting. This notice must contain specified
information regarding (1) the person to be nominated or the matter to be brought
before the meeting and (2) the stockholder submitting the proposal.

DELAWARE ANTI-TAKEOVER LAW

    We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. The Delaware General Corporation Law generally prohibits a
publicly-held company from engaging in a business combination with an interested
stockholder for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the interested
stockholder attained that status with the approval of the board or unless the
business combination is approved in a prescribed manner. A business combination
includes mergers, asset sales, and other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an
interested stockholder is a person who, together with affiliates and associates,
owns, or within three years did own, fifteen percent or more of a corporation's
voting stock. This statute could prohibit or delay the accomplishment of mergers
or other takeover or change in control attempts with respect to us and,
accordingly, may discourage attempts to acquire us.

                                       65
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                     UNITED STATES FEDERAL INCOME TAXATION

GENERAL

    The following summary describes the material U.S. federal income tax
consequences, as of the date hereof, of an investment in the convertible
preferred securities. This summary is based on current provisions of the
Internal Revenue Code of 1986, as amended, applicable regulations of the
Department of the Treasury, judicial authority and current administrative
rulings and pronouncements of the Internal Revenue Service. These authorities
are all subject to change, possibly with retroactive effect. There can be no
assurance that the Internal Revenue Service will not take views contrary to
those summarized below. We have not sought and will not seek a ruling from the
Internal Revenue Service.


    This summary does not purport to deal with all aspects of taxation that may
be relevant to you in light of your personal investment or tax circumstances or
if you are a certain type of investor subject to special treatment under the
U.S. federal income tax laws (including individual retirement and other tax
deferred accounts, insurance companies, financial institutions, broker-dealers,
tax-exempt organizations, holders holding the convertible preferred securities
as part of a hedge, straddle or conversion transaction or holders whose
functional currency is not the U.S. dollar). In addition, except as otherwise
discussed, this summary deals only with convertible preferred securities
acquired at their initial issue price and held as capital assets within the
meaning of Section 1221 of the Internal Revenue Code.


    For purpose of this discussion, you are a U.S. Holder for U.S. federal
income tax purposes if you are:

    - an individual who is a citizen or resident of the United States,

    - a corporation or other entity taxable as a corporation created or
      organized under the laws of the United States or any political
      subdivision,

    - an estate the income of which is includible in gross income for U.S.
      federal income tax purposes regardless of its source, or

    - a trust if (i) a court within the United States is able to exercise
      primary supervision over the administration of the trust and (ii) one or
      more U.S. persons has the authority to control all substantial decisions
      of the trust.

If an entity treated as a partnership for U.S. federal income tax purposes
purchases convertible preferred securities, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership.

    THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATION ONLY. THE TAX TREATMENT
MAY VARY DEPENDING UPON YOUR PARTICULAR SITUATION. YOU SHOULD CONSULT YOUR OWN
TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF PURCHASING, HOLDING AND
DISPOSING OF THE CONVERTIBLE PREFERRED SECURITIES INCLUDING THE APPLICABILITY
AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.

CLASSIFICATION OF THE CONVERTIBLE DEBENTURES


    Kelley Drye & Warren LLP, tax counsel to us and the trust, has given an
opinion generally that under current law and assuming full compliance with the
terms of the indenture and certain other documents, the convertible debentures
to be held by the trust should be classified as indebtedness. Subject to the
discussion below, the convertible debentures are not expected to give rise to
original issue discount, or OID.


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    In the event that the convertible debentures are treated as equity for U.S.
federal income tax purposes, distributions on the convertible debentures would
be treated as dividends to the extent of our current or accumulated earnings and
profits. In such case, if you are a corporation, you would be allowed, subject
to certain limitations, a deduction for all or a part of the dividend. Also, in
such case, distributions in excess of any earnings and profits would be treated
as a return of basis in the convertible debentures and then as gain from the
sale or exchange of the convertible debentures. Further, if you are a Non-U.S.
Holder, any dividends would generally be subject to withholding of U.S. federal
income tax at a 30% rate or such lower treaty rate unless such dividends are
effectively connected with your U.S. trade or business, and, if a treaty
applies, your permanent establishment in the United States. The remainder of
this discussion assumes the convertible debentures are treated as debt for U.S.
federal income tax purposes.

CLASSIFICATION OF THE TRUST

    Kelley Drye & Warren LLP has given an opinion generally to the effect that
under current law and assuming full compliance with the terms of the
Declaration, the indenture, and certain other documents, the trust will be
classified for United States federal income tax purposes as a grantor trust and
not as an association taxable as a corporation. Accordingly, for United States
federal income tax purposes, you will generally be treated as the owner of an
undivided interest in the convertible debentures. As further discussed below,
you will be required to include in income your allocable share of interest
(including OID, if any) or gain paid or accrued on the convertible debentures in
accordance with your regular method of accounting.

POTENTIAL EXTENSION OF INTEREST PAYMENT PERIOD AND ORIGINAL ISSUE DISCOUNT


    A debt instrument will be deemed to be issued with an OID if there is more
than a remote contingency that stated interest payments due on the instrument
will not be timely paid. Because the exercise by us of our option to defer the
payment of stated interest on the convertible debentures would prevent us from
declaring dividends on any class of equity, we believe that the likelihood of
exercising the option is remote. As a result, we intend to take the position
that the convertible debentures were not issued with OID. Accordingly, you will
include as ordinary income stated interest payments on the convertible
debentures at the time that such payments are paid or accrued in accordance with
your regular method of accounting. It is possible that the Internal Revenue
Service could take a position contrary to the position we have taken.


    EXERCISE OF DEFERRAL OPTION.  If we exercise our option to defer the payment
of stated interest on the convertible debentures, the convertible debentures
would be treated, solely for purposes of the OID rules, as being re-issued at
such time with OID. The amount of OID will generally equal the aggregate amount
of interest scheduled to be paid in respect of the convertible debentures. Under
these rules you would be required to accrue OID in ordinary income over the
period that you held the instrument, regardless of your regular method of
accounting, even though we would not make any actual cash payments during the
extended interest payment period. The amount of OID includible in your taxable
income would be determined on the basis of a constant yield method over the
remaining term of the instrument. The actual receipt of future payments of
stated interest on the convertible debentures would no longer be separately
reported as taxable income. The amount of OID that would accrue, in the
aggregate, during the extended interest payment period would be approximately
equal to the amount of the cash payment due at the end of such period. Any OID
included in income would increase your adjusted tax basis in the convertible
debentures and your actual receipt of interest payments would reduce such basis.

    Because income on the convertible preferred securities will constitute
interest income for United States federal income tax purposes, if you are a
corporation, you will not be entitled to claim a dividends received deduction in
respect of such income.

                                       67
<PAGE>
RECEIPT OF CONVERTIBLE DEBENTURES OR CASH UPON LIQUIDATION OF THE TRUST

    If we exercise our right to liquidate the trust and cause the convertible
debentures to be distributed on a pro rata basis you would not be taxed on such
distribution. In such event, you would have an adjusted tax basis in the
convertible debentures received in the liquidation equal to your adjusted tax
basis in your convertible preferred securities surrendered. Your holding period
in the convertible debentures would include the period during which you held the
convertible preferred securities. If, however, the trust is characterized, for
United States federal income tax purposes, as an association taxable as a
corporation at the time of such liquidation, the distribution of the convertible
debentures would be a taxable event to you.

    If the convertible debentures are redeemed for cash and the proceeds of such
redemption are distributed in redemption of your convertible preferred
securities, the redemption would be treated as though you sold your convertible
preferred securities. You would recognize gain or loss, as described immediately
below.

SALE OF CONVERTIBLE PREFERRED SECURITIES

    When you sell your convertible preferred securities you will recognize
taxable gain or loss equal to the difference between your adjusted tax basis in
the convertible preferred securities and the amount you realize in the sale. The
amount realized in the sale is the amount of money plus the fair market value of
any property you receive. Your basis in your convertible preferred securities is
generally equal to the amount you paid for the convertible preferred securities
increased by any interest (including any OID) you included in income but have
not yet received.

    Any portion of the amount realized that is attributable to accrued but
unpaid interest (including any OID) to the extent you have not previously
included it in income, that has accrued on your pro rata share of the underlying
convertible debentures during the taxable year of sale through the date of
disposition will be ordinary income and will increase your adjusted tax basis in
the convertible preferred securities you sold. If the amount realized in the
sale is less than your adjusted tax basis, you will recognize a capital loss.
Except for gain attributable to unpaid interest, such gain or loss will be
capital gain or loss and will be long term capital gain or loss if you held the
convertible preferred securities for more than one year. Subject to certain
limited exceptions, capital losses cannot be applied to offset ordinary income
for U.S. federal income tax purposes.

CONVERSION OF CONVERTIBLE PREFERRED SECURITIES INTO VIATEL COMMON STOCK

    Except possibly to the extent attributable to accrued and unpaid interest
(including OID, if any) on the convertible debentures, you will not recognize
income, gain or loss upon conversion of the convertible preferred securities
into our common stock. You will, however, recognize gain upon the receipt of
cash in lieu of a fractional share of our common stock. The gain will equal the
amount of cash you receive less your tax basis in such fractional share. Your
tax basis in our common stock received upon conversion should generally be equal
to your tax basis in the convertible preferred securities you exchanged less the
basis allocated to any fractional share for which you receive cash. Your holding
period in our common stock you receive should generally begin on the date you
acquired the convertible preferred securities exchanged.

ADJUSTMENT OF CONVERSION PRICE

    If at any time we make a distribution of property to stockholders that would
be taxable to such stockholders as a dividend and, in accordance with the
antidilution provisions of the convertible preferred securities, the conversion
price of the convertible preferred securities is decreased, the amount of such
decrease may be deemed to be the payment of a taxable dividend to you. For
example, a decrease in the conversion price in the event of distributions of
evidences of indebtedness or assets of

                                       68
<PAGE>
Viatel will generally result in deemed dividend treatment to you. Generally a
decrease in the event of stock dividends or the distribution of rights to
subscribe for our common stock will not. See "Description of the Convertible
Preferred Securities--Conversion Rights."

NON-U.S. HOLDERS

    You are a Non-U.S. Holder if you are a corporation, individual, partnership,
estate or trust that is, as to the United States, a foreign corporation, a
nonresident alien individual, a foreign partnership, or a nonresident fiduciary
of a foreign estate or trust.

    INTEREST

    Payments of interest (and any OID) made to you if you are a Non-U.S. Holder
will not be subject to U.S. federal income or withholding tax, provided that:

    - you do not actually or constructively own 10% or more of the total
      combined voting power of all classes of our stock entitled to vote;

    - you are not a controlled foreign corporation that is related to us through
      stock ownership;

    - you are not a bank receiving interest in the ordinary course of business;

    - such interest (including any OID) is not effectively connected with the
      conduct of your U.S. trade or business or, if an income tax treaty
      applies, is not attributable to a U.S. permanent establishment, and

    - either (A) you certify to the trust or its agent, under the penalty of
      perjury, that you are not a United States holder and provide your name and
      address (which certification may be made on IRS Form W-8BEN) or (B) a
      securities clearing organization, bank or other financial institution that
      holds customers' securities in the ordinary course of its trade or
      business (a "Financial Institution"), and that holds the convertible
      preferred securities in such capacity, certifies to the trust or its
      agent, under the penalty of perjury, that such statement has been received
      from you or by a Financial Institution and furnishes the trust or its
      agent with a copy thereof.

    GAIN FROM SALE OR OTHER DISPOSITION

    In addition, you will not be subject to U.S. federal income or withholding
tax on any gain realized upon the sale or other disposition of a convertible
preferred security unless you are an individual who is present in the United
States for 183 days or more in the year of sale or other disposition, and
certain other conditions are met or such gain is effectively connected with your
conduct of a U.S. trade or business and, if an income tax treaty applies,
attributable to your permanent establishment.

    PARTNERSHIPS

    For payments made after December 31, 2000, in the case of convertible
preferred securities held by a foreign partnership, the partnership, in addition
to providing an IRS Form W-8IMY, must attach an IRS Form W-8BEN received from
each partner.

    CONVERSION

    If the convertible preferred securities are converted into our common stock,
any dividends paid to you will be subject to withholding of U.S. federal income
tax at a 30% rate or lower treaty rate unless the dividend is effectively
connected with your conduct of a trade or business in the United States and, if
an income tax treaty applies, attributable to your permanent establishment.

                                       69
<PAGE>
    If you are engaged in a U.S. trade or business and interest, gain or
dividends (in the case that the convertible debentures are treated as equity for
U.S. federal income tax purposes) on the convertible preferred security or
dividends in respect of our common stock is effectively connected with your
trade or business (and, if a treaty applies, is attributable to your U.S.
permanent establishment) in the United States, you will be subject to regular
U.S. federal income tax on such interest or gain (or dividend) as if you were a
U.S. Holder. In lieu of the above certificate, you may provide us with a
properly executed Form 4224 (or, after December 31, 2000, an IRS Form W-8ECI) in
order to claim exemption from the withholding tax. In addition, if you are a
foreign corporation, you may be subject to a branch profits tax equal to 30% (or
such lower rate provided by an applicable treaty) of your effectively connected
earnings and profits for the taxable year, subject to certain adjustments.

BACKUP WITHHOLDING AND INFORMATION REPORTING

    Backup withholding at a rate of 31% will apply to payments on the
convertible preferred securities if you do not provide a taxpayer identification
number or certificate of exempt status to us or fail to report in full dividend
or interest income to the IRS. Generally, individuals are not exempt recipients,
but corporations and other entities are exempt recipients. Payments made on the
convertible preferred securities must be reported to the IRS unless you are an
exempt recipient or establish an exemption.

    Backup withholding and information reporting will not apply to interest
payments on the convertible preferred securities if you have furnished a
certificate of foreign status on IRS Form W-8BEN, W-8ECI or W-8IMY or otherwise
established an exemption (provided that neither we nor a paying agent has actual
knowledge that you are a U.S. Holder or other conditions of any other exemption
are not in fact satisfied).

    Payments of the proceeds of the sale of a convertible preferred security to
or through a foreign office of certain brokers are currently subject to certain
reporting requirements, but not backup withholding. Reporting requirements apply
if the broker is:

    - a U.S. person,

    - a controlled foreign corporation,

    - a foreign person 50% or more of whose gross income from all sources for
      the three-year period ending with the close of its taxable year preceding
      the payment was effectively connected with the conduct of a trade or
      business within the United States or

    - with respect to payments made after December 31, 2000, foreign
      partnerships with certain connections to the United States.

    These payments will not be subject to reporting requirements if you are an
exempt recipient or such broker has evidence in its records that you are a
Non-U.S. Holder and no actual knowledge that such evidence is false and certain
other conditions are met. Payments of the proceeds of a sale of a convertible
preferred security to or through the U.S. office of a broker will be subject to
information reporting and backup withholding unless you certify under penalties
of perjury as to your status as a Non-U.S. Holder and satisfy certain other
qualifications (and no agent or broker who is responsible for receiving or
reviewing such statement has actual knowledge that it is incorrect) and provide
your name and address or you otherwise establish an exemption.

                                       70
<PAGE>
                              ERISA CONSIDERATIONS


    The Employee Retirement Income Security Act of 1974, as amended, or ERISA,
and the Internal Revenue Code, impose certain restrictions on:


    - employee benefit plans (as defined in Section 3(3) of ERISA),

    - plans described in section 4975(e)(1) of the Internal Revenue Code,
      including individual retirement accounts or Keogh plans,


    - any entities whose underlying assets include plan assets by reason of a
      plan's investment in such entities, each referred to in this prospectus as
      a Plan, and


    - persons who have certain specified relationships to such Plans
      ("Parties-in-Interest" under ERISA and "Disqualified Persons" under the
      Internal Revenue Code).

Moreover, based on the reasoning of the United States Supreme Court in JOHN
HANCOCK LIFE INS. CO. V. HARRIS TRUST AND SAV. BANK, 114 S. Ct. 517 (1993), an
insurance company's general account may be deemed to include assets of the Plans
investing in the general account (e.g., through the purchase of an annuity
contract), and the insurance company might be treated as a Party-in-Interest
with respect to a Plan by virtue of such investment. ERISA also imposes certain
duties on persons who are fiduciaries of Plans subject to ERISA and prohibits
certain transactions between a Plan and Parties-in-Interest or Disqualified
Persons with respect to such Plans.


    The Department of Labor, or DOL, has issued a regulation (29 C.F.R.
Section2510.3-101) concerning the definition of what constitutes the assets of a
Plan, referred to in this prospectus as the Plan Assets Regulation. This
regulation provides that, as a general rule, the underlying assets and
properties of corporations, partnerships, trusts and certain other entities in
which a Plan purchases an "equity interest" will be deemed for purposes of ERISA
to be assets of the investing Plan unless certain exceptions apply.


    The Plan Assets Regulation defines an "equity interest" as any interest in
an entity other than an instrument that is treated as indebtedness under
applicable local law and which has no substantial equity features. It is likely
that the convertible preferred securities would be treated as "equity interests"
for purposes of the Plan Assets Regulation. In addition, there can be no
assurance that any of the exceptions set forth in the Plan Assets Regulation
will apply to the purchase of the convertible preferred securities.

    Under the terms of the Plan Assets Regulation, if the trust were deemed to
hold Plan assets by reason of a Plan's investment in the convertible preferred
securities, such Plan assets would include an undivided interest in the assets
held by the trust, including the convertible debentures. In such event, any
party exercising authority or control regarding the management or disposition of
the convertible debentures may be deemed to be a Plan "fiduciary," and thus
subject to the fiduciary requirements and prohibited transaction provisions of
ERISA and the Internal Revenue Code. Furthermore, inasmuch as the trustee may
become a fiduciary with respect to the ERISA Plans that purchase the convertible
preferred securities, there may be an improper delegation by such ERISA Plans of
the responsibility to manage Plan assets.


    In addition, if we or any affiliate is a Party-in-Interest or Disqualified
Person with respect to an investing Plan, such Plan's investment could be deemed
to constitute a transaction prohibited under Title 1 of ERISA or Section 4975 of
the Internal Revenue Code (e.g., the extension of credit between a Plan and a
Party-in-Interest or Disqualified Person). Such transactions may, however, be
subject to one or more statutory or administrative exemptions such as Prohibited
Transaction Class Exemption, or PTCE, 90-1, which exempts certain transactions
involving insurance company pooled separate accounts; PTCE 95-60, which exempts
certain transactions involving insurance company general accounts; PTCE 91-38,
which exempts certain transactions involving bank collective investment funds;


                                       71
<PAGE>

PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by a
"qualified professional asset manager"; and PTCE 96-23, which exempts certain
transactions effected on behalf of a Plan by an "in-house asset manager"; or
pursuant to any other available exemption. Such exemptions may not, however,
apply to all of the transactions that could be deemed prohibited transactions in
connection with the convertible preferred securities.


    Each purchaser of the convertible preferred securities will be deemed to
have represented and agreed that either (i) it is not purchasing the convertible
preferred securities with the assets of any Plan or (ii) one or more exemptions
from the prohibited transaction rules of ERISA and the Internal Revenue Code
applies to such purchase, such that the use of such assets to acquire and hold
the convertible preferred securities does not and will not constitute a
non-exempt prohibited transaction for purposes of Section 406 of ERISA and
Section 4975 of the Internal Revenue Code.

    Any purchaser that is an insurance company using assets of a general account
should note that the Department of Labor has issued a regulation (29 C.F.R.
section 2550.401c-1) with respect to insurance policies issued on or before
December 31, 1998, describing the status of assets of such accounts for ERISA
purposes, and the requirements with which insurance companies must comply to
avoid the characterization of all the assets of such general account as plan
assets of policy holders which are Plans, for purposes of the fiduciary
responsibility provisions of ERISA and Section 4975 of the Internal Revenue
Code. The regulation also provides that until 18 months after the regulation's
effective date (which effective date was January 5, 2000), no person shall be
liable for breaches of fiduciary duty under ERISA, or penalties under
Section 4975 of the Internal Revenue Code, based on claims that the assets of an
insurance company general account are ERISA plan assets, absent a violation of
any federal criminal law or a claim by the Department of Labor of a breach of
fiduciary responsibilities which would also constitute a violation of federal or
state criminal law. The plan asset status of insurance company separate accounts
is unaffected by this regulation and separate account assets continue to be
treated as the assets of any Plan invested in such separate account.

    Any Plan fiduciary that proposes to cause a Plan to purchase convertible
preferred securities should consult with its counsel as to the potential
applicability of ERISA and the Internal Revenue Code to such investment and
whether any exemption from the prohibited transaction rules would be applicable
and determine on its own whether all conditions of such exemption or exemptions
are satisfied. Moreover, each Plan fiduciary should take into account, among
other considerations, whether the fiduciary has the authority to make the
investment; the composition of the Plan's portfolio with respect to
diversification by type of asset; the Plan's funding objectives; the tax effects
of the investment; and whether under the general fiduciary standards of
investment prudence and diversification an investment in the convertible
preferred securities is appropriate for the Plan, taking into account the
overall investment policy of the Plan and the composition of the Plan's
investment portfolio.

                                       72
<PAGE>
                                SELLING HOLDERS


    The convertible preferred securities were originally issued by the trust to
Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc. and Banc of America
Securities LLC (the "placement agents"), in a transaction exempt from the
registration requirements of the Securities Act. Following their original
issuance by the trust, the convertible preferred securities have been resold by
the placement agents to persons reasonably believed by such placement agents to
be "qualified institutional buyers" (as defined in Rule 144A under the
Securities Act). Certain holders of the convertible preferred securities have
elected to include their convertible preferred securities in the registration
statement on Form S-3 of which this prospectus is a part. These selling holders
may from time to time offer and sell pursuant to this prospectus any or all of
the convertible preferred securities, any convertible debentures and common
stock issued upon conversion of the convertible preferred securities. The term
selling holder includes the record holders and the beneficial owners of the
offered securities and their transferees, pledgees, donees and other successors.



    The following table sets forth information as of September 7, 2000 with
respect to the beneficial ownership of the convertible preferred securities held
by each of the selling holders.



<TABLE>
<CAPTION>
                                                                   NUMBER OF
                                                                  CONVERTIBLE
SELLING HOLDER                                                PREFERRED SECURITIES
--------------                                                --------------------
<S>                                                           <C>
AIG Soundshore Holdings Ltd.................................           14,000
AIM Income Fund.............................................          100,000
Alexandria Global Investment Fund I, Ltd....................           20,000
Bear, Stearns & Co., Inc....................................           35,000
CIBC World Markets..........................................           65,500
Continental Casualty Company................................          120,000
D.E. Shaw Investments, L.P..................................           10,000
D.E. Shaw Valence, L.P......................................           15,000
Deutsche Bank Securities Inc................................          205,000
Federated Equity Funds, on behalf of its Federated Capital
  Appreciation Fund.........................................          169,000
Federated Insurance Series, on behalf of its Federated
  Utility Fund II...........................................           30,200
Federated Utility Fund, Inc.................................          213,600
HBK Master Fund L.P.........................................           25,000
J.P. Morgan Securities, Inc.................................           40,000
JAS Securities..............................................           25,000
JMG Capital Partners, L.P...................................          177,500
JMG Triton Offshore Fund, Ltd...............................          113,000
Liberty View Funds L.P......................................           10,000
Lipper Convertibles Series 1A, L.L.C........................          100,000
Mainstay Convertible Fund...................................           45,000
Mainstay VP Convertible Portfolio...........................           20,000
Morgan Stanley & Co.........................................          150,000
MSD Portfolio L.P.--Investments.............................          150,000
New York Life Separate Account #7...........................            5,000
Public Employees Retirement Association of Colorado.........           40,000
R2 Investments, LDC.........................................          445,000
RAM Trading Ltd.............................................          100,000
Retail Clerks Pension Trust.................................           25,000
Retail Clerks Pension Trust #2..............................           20,000
Sagamore Hill Hub Fund Ltd..................................          300,000
Salomon Smith Barney Inc....................................           25,000
SAM Investments LDC.........................................          100,000
St. Albans Partners Ltd.....................................          100,000
Stephenson Ventures.........................................            3,500
SunAmerica Series Trust, on behalf of its Federated Utility
  Portfolio.................................................           19,200
Teachers Insurance and Annuity Association..................          160,000
The Northwestern Mutual Life Insurance Company
  (General Account).........................................          110,000
</TABLE>


                                       73
<PAGE>


<TABLE>
<CAPTION>
                                                                   NUMBER OF
                                                                  CONVERTIBLE
SELLING HOLDER                                                PREFERRED SECURITIES
--------------                                                --------------------
<S>                                                           <C>
The Northwestern Mutual Life Insurance Company
  (Group Annuity Separate Account)..........................           10,000
Wasserstein Perella Securities, Inc.........................           15,000
White River Securities L.L.C................................           35,000
                                                                    ---------
  Subtotal..................................................        3,351,500
                                                                    ---------
Unnamed selling holders of convertible preferred securities
  or any future
  transferees, pledgees, donees or successors of or from any
  such named selling holder.................................          248,500
                                                                    ---------
  Total.....................................................        3,600,000
                                                                    =========
</TABLE>



Because the selling holders may, pursuant to this prospectus, offer all of some
portion of the convertible preferred securities, the convertible debentures or
the common stock issuable upon conversion of the convertible preferred
securities, no estimate can be given as to the amount of the convertible
preferred securities, the convertible debentures or the common stock that will
be held by the selling holders upon termination of any such sales. In addition,
the selling holders identified above may have sold, transferred or otherwise
disposed of all or a portion of their convertible preferred securities since
September 7, 2000, in transactions exempt from the registration requirements of
the Securities Act. Certain of the selling holders listed above are affiliates
of Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc., each of
which has acted as an underwriter or placement agent on behalf of the Company
within the last three years. Teachers Insurance and Annuity Association, a
selling holder listed above, is an affiliate of College Retirement Equities
Fund, which beneficially owns 5.5% of our common stock. The Company believes
that none of the other selling holders listed above has, or within the past
three years has had, any position, office or other material relationship with
the trust or the Company or any of its predecessors or affiliates.



    No unnamed holder of convertible preferred securities, nor any future
transferee, pledgee, donee or successor of or from such holder, may offer any
convertible preferred securities or any convertible debentures or common stock
issued upon conversion of the convertible preferred securities pursuant to the
registration statement on Form S-3 of which this prospectus forms a part until
such holder is included as a selling holder in a supplement to this prospectus.


                              PLAN OF DISTRIBUTION

    The selling holders may offer the offered securities from time to time
following effectiveness of the registration statement of which this prospectus
constitutes a part. The selling holders may sell the offered securities:

    - to or through underwriters, brokers or dealers,

    - directly to one or more other purchasers,

    - through agents on a best-efforts basis or otherwise, or

    - through a combination of any such methods of sale.

    The offered securities may be sold from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, or at negotiated prices. The selling holders and any
underwriters, broker-dealers or agents that participate in the distribution of
offered securities may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of such securities and any discounts,
commissions, concessions or other compensation received by any such underwriter,
broker-dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act. At the time a particular offering of the
offered securities is made, a prospectus supplement, if required, will be
distributed which will set forth the aggregate amount and type of offered
securities being offered and the terms of the offering, including the name or
names of any

                                       74
<PAGE>
underwriters, broker-dealers or agents, any discounts, commissions and other
terms constituting compensation from the selling holders and any discounts,
commissions or concessions allowed or reallowed or paid to broker-dealers.

    To comply with the securities laws of certain jurisdictions, if applicable,
the offered securities will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions the offered securities may not be offered or sold unless they have
been registered or qualified for sale in such jurisdictions or any exemption
from registration or qualification is available and is complied with.

    In order to facilitate the offering of the offered securities, the
underwriters, if any, may engage in transactions that stabilize, maintain or
otherwise affect the price of the offered securities. Specifically, the
underwriters, if any, may overallot in connection with the offering, creating a
short position in the offered securities for their own account. In addition, to
cover overallotments or to stabilize the price of the offered securities, the
underwriters, if any, may bid for, and purchase, the offered securities in the
open market. Finally, the underwriting syndicate, if any, may reclaim selling
concessions allowed to an underwriter or a dealer for distributing the offered
securities in the offering, if the syndicate repurchases previously distributed
offered securities in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the offered securities above independent market
levels. The underwriters, if any, are not required to engage in these
activities, and may end any of these activities at any time.

    Pursuant to the registration rights agreement, all expenses of the
registration of the offered securities will be paid by us, including, without
limitation, SEC filing fees and expenses of compliance with state securities or
"blue sky" laws; PROVIDED, HOWEVER, that the selling holders will pay all
underwriting discounts and selling commissions, if any. The selling holders will
be indemnified by us and the trust, jointly and severally, against certain civil
liabilities, including certain liabilities under the Securities Act, or will be
entitled to contribution in connection therewith. We and the trust will be
indemnified by the selling holders severally against certain civil liabilities,
including certain liabilities under the Securities Act, or will be entitled to
contribution in connection therewith.

                                 LEGAL MATTERS


    The validity of the offered securities will be passed upon for us by Kelley
Drye & Warren LLP, New York, New York.


                                    EXPERTS


    The consolidated financial statements and schedule of Viatel, Inc. and
subsidiaries as of December 31, 1998 and 1999, and for each of the years in the
three-year period ended December 31, 1999, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.


    The consolidated financial statements of Destia Communications, Inc. and
subsidiaries as of December 31, 1997 and 1998 and for each of the three years
ended December 31, 1998 incorporated in this prospectus by reference to Destia
Communications, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of such firm as
experts in giving said report.


    The financial statements of New Comms.UK (a fully integrated business of
AT&T Corp.), or Comms UK, as of December 31, 1999 and 1998 and for the years
ended December 31, 1999 and 1998 incorporated in this registration statement by
reference to Viatel, Inc.'s Form 8-K/A dated May 12, 2000, have been so
incorporated in reliance on the report of PricewaterhouseCoopers, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.


                                       75
<PAGE>
                                     [LOGO]
<PAGE>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


    The expenses to be paid by Viatel in connection with the distribution of the
securities being registered are as set forth in the following table:



<TABLE>
<S>                                                           <C>
Securities and Exchange Commission Fee......................  $ 47,520
Legal Fees and Expenses.....................................  $ 60,000
Accounting Fees and Expenses................................  $ 20,000
Printing Expenses...........................................  $ 65,000
Transfer Agent and Trustee Fees & Expenses..................  $ 15,000
Miscellaneous...............................................  $ 25,000
                                                              --------
    Total...................................................  $232,520
                                                              ========
</TABLE>



ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS


    Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
A Delaware corporation may indemnify any person under such Section in connection
with a proceeding by or in the right of the corporation to procure judgment in
its favor, as provided in the preceding sentence, against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action, except that no indemnification
shall be made with respect thereto unless, and then only to the extent that, a
court of competent jurisdiction shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper. A Delaware corporation must indemnify present or former
directors and officers who are successful on the merits or otherwise in defense
of any action, suit or proceeding or in defense of any claim, issue or matter in
any proceeding, by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation, against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith. A
Delaware corporation may pay for the expenses (including attorneys' fees)
incurred by an officer or director in defending a proceeding in advance of the
final deposition upon receipt of a undertaking by or on behalf of such officer
or director to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the corporation. Article Tenth of the
Registrant's Third Amended and Restated Certificate of Incorporation, as
amended, and Article X of the Registrant's Amended and Restated Bylaws provide
for indemnification of directors and officers to the fullest extent permitted by
Section 145 of the DGCL.

    Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director shall not be personally liable to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for any
acts or omissions not in

                                      II-1
<PAGE>
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) with respect to certain unlawful dividend payments or stock
redemptions or repurchases or (iv) for any transaction from which the director
derived an improper personal benefit. Article Ninth of the Registrant's Amended
and Restated Certificate of Incorporation, as amended, eliminates the liability
of directors to the fullest extent permitted by Section 102(b)(7) of the DGCL.

    Section 145 of the DGCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other employee against any liability asserted against
such person and incurred by such person in such capacity, or arising out of
their status as such, whether or not the corporation would have the power to
indemnify directors and officers against such liability. The Registrant has
obtained officers' and directors' liability insurance of $50 million for members
of its Board of Directors and executive officers. In addition, the Registrant
has entered into agreements to indemnify its directors and officers from and
against any Expenses (as defined in the indemnity agreement) incurred by such
person in connection with investigating, defending, serving as a witness in,
participating in (including on appeal) or preparing for any of the foregoing in
any threatened, pending or contemplated action, suit or proceeding (including an
action by or in the right of the Registrant), or any inquiry, hearing or
investigation, to the fullest extent permitted by law, as such law may be
amended or interpreted (but only to the extent that such amendment or
interpretation provides for broader indemnification rights). The indemnity
agreement contains certain provisions to ensure that the indemnitee receives the
benefits contemplated by the agreement in the event of a "change of control" (as
defined in the indemnity agreement) such as the establishment and funding of a
trust in an amount sufficient to satisfy any and all expenses reasonably
anticipated to be incurred by the indemnitee in connection with investigating,
preparing for, participating in and/or defending a proceeding.

    At present, there is no pending litigation or other proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.

ITEM 16. EXHIBITS

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
              EXHIBIT
              NUMBER                                    DESCRIPTION OF DOCUMENT
-----------------------------------   ------------------------------------------------------------
<C>                                   <S>
          2.1*                        Agreement and Plan of Merger, dated as of August 27, 1999,
                                      by and among Viatel, Inc., Viatel Acquisition Corp. and
                                      Destia Communications, Inc. (incorporated herein by
                                      reference to Exhibit 2.1 to Viatel, Inc.'s Registration
                                      Statement on Form S-4, filed October 15, 1999, Registration
                                      No. 333-89143 ("Viatel's October 1999 Form S-4")).
          2.2*                        Agreement for the sale and purchase of the entire issued
                                      share capital of AT&T Communications (UK) Limited, by and
                                      among AT&T Communications Services International, Inc.,
                                      Global Card Holdings Inc., Viatel, Inc. and Viatel Global
                                      Communications Limited, dated February 29, 2000
                                      (incorporated herein by reference to Exhibit 2.2 to Viatel,
                                      Inc.'s Current Report on Form 8-K, filed on March 13, 2000,
                                      File No. 000-21261).
</TABLE>

                                      II-2
<PAGE>


<TABLE>
<CAPTION>
              EXHIBIT
              NUMBER                                    DESCRIPTION OF DOCUMENT
-----------------------------------   ------------------------------------------------------------
<C>                                   <S>
          3.1(i)*                     Amended and Restated Certificate of Incorporation of Viatel,
                                      Inc. (incorporated herein by reference to Exhibit 3.1(i)(a)
                                      to Viatel, Inc.'s Registration Statement on Form S-1,
                                      Registration No. 333-09699, filed on August 7, 1996
                                      ("Viatel's Form S-1")); Certificate of Designations,
                                      Preferences and Rights of 10% Series A Redeemable
                                      Convertible Preferred Stock, $.01 par value per share
                                      (incorporated herein by reference to Exhibit 3(i)(b) to
                                      Viatel, Inc.'s Registration Statement on Form S-4, filed on
                                      July 10, 1998, File No. 333-58921 ("Viatel's 1998
                                      Form S-4")); Certificate of Amendment to Viatel, Inc.'s
                                      Amended and Restated Certificate of Incorporation
                                      (incorporated herein by reference to Exhibit 4.9 to Viatel,
                                      Inc.'s Quarterly Report on Form 10-Q for the period ended
                                      September 30, 1998, File No. 000-21261); Second Certificate
                                      of Amendment to Viatel Inc.'s Amended and Restated
                                      Certificate of Incorporation (incorporated herein by
                                      reference to Exhibit 3.1(i) to Viatel's October 1999
                                      Form S-4); Certificate of Designations of Series A Junior
                                      Participating Preferred Stock of Viatel, Inc. (incorporated
                                      herein by reference to Exhibit 3(i)(2) to Viatel, Inc.'s
                                      Current Report on Form 8-K, dated December 29, 1999, File
                                      No. 000-21261 ("Viatel's December 1999 Form 8-K"));
                                      Certificate of Designations, Preferences and Rights of 7.50%
                                      Cumulative Convertible Preferred Stock Series B-1 Due 2015
                                      (incorporated herein by reference to Exhibit 3.1(i) to
                                      Viatel, Inc.'s Annual Report on Form 10-K for the year ended
                                      December 31, 1999 ("Viatel's 1999 Form 10-K"); Certificate
                                      of Designations, Preferences and Rights of 7.50% Cumulative
                                      Convertible Preferred Stock Series B-2 Due 2015
                                      (incorporated herein by reference to Exhibit 3.1(i) to
                                      Viatel's 1999 Form 10-K); and Certificate of Designations,
                                      Preferences and Rights of Convertible Preferred Stock Series
                                      C (incorporated by reference to Exhibit 3.1(i) to Viatel's
                                      1999 Form 10-K).
          3.1(ii)*                    Third Amended and Restated Bylaws of Viatel, Inc.
                                      (incorporated herein by reference to Exhibit 3.1(ii) to
                                      Viatel Inc.'s October 1999 Form S-4).
          3.1(iii)*                   Certificate of Trust of Viatel Financing Trust I, dated
                                      March 30, 2000 (incorporated herein by reference to Exhibit
                                      3.1(iii) to Viatel, Inc.'s Quarterly Report on Form 10-Q for
                                      the quarterly period ended March 31, 2000, File
                                      No. 000-21261, filed on May 15, 2000 ("Viatel's First
                                      Quarter 2000 Form 10-Q")).
          3.1(iv)*                    Amended and Restated Declaration of Trust of Viatel
                                      Financing Trust I, dated and effective as of April 12, 2000
                                      (incorporated herein by reference to Exhibit 3.1(iv) to
                                      Viatel's First Quarter 2000 Form 10-Q).
          4.1*                        Specimen of Viatel common stock certificate (incorporated by
                                      reference to Exhibit 4.4 of Viatel's Form S-1).
          4.2*                        Indenture, dated as of April 8, 1998, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s 12.50% Senior Discount Notes Due 2008 (including form
                                      of 12.50% Senior Discount Note) (incorporated herein by
                                      reference to Exhibit 4.1 to Viatel's 1998 Form S-4).
          4.3*                        Indenture, dated as of April 8, 1998, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s 11.25% Senior Notes Due 2008 (including form of
                                      11.25% Senior Note) (incorporated herein by reference to
                                      Exhibit 4.2 to Viatel's 1998 Form S-4).
          4.4*                        Indenture, dated as of April 8, 1998, among Viatel, Inc.,
                                      The Bank of New York, as Trustee, and Deutsche Bank,
                                      Aktiengesellschaft, as German Paying Agent and Co-Registrar,
                                      relating to Viatel, Inc.'s 12.40% Senior Discount Notes Due
                                      2008 (including form of 12.40% Senior Discount Note)
                                      (incorporated herein by reference to Exhibit 4.3 to Viatel's
                                      1998 Form S-4).
</TABLE>


                                      II-3
<PAGE>


<TABLE>
<CAPTION>
              EXHIBIT
              NUMBER                                    DESCRIPTION OF DOCUMENT
-----------------------------------   ------------------------------------------------------------
<C>                                   <S>
          4.5*                        Indenture, dated as of April 8, 1998, among Viatel, Inc.,
                                      The Bank of New York, as Trustee, and Deutsche Bank,
                                      Aktiengesellschaft, as German Paying Agent and Co-Registrar,
                                      relating to Viatel, Inc.'s 11.15% Senior Notes Due 2008
                                      (including form of 11.15% Senior Note) (incorporated herein
                                      by reference to Exhibit 4.4 to Viatel's 1998 Form S-4).
          4.6*                        Indenture, dated as of March 19, 1999, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s U.S. dollar denominated 11.50% Senior Notes due 2009
                                      (including form of 11.50% Senior Dollar Note) (incorporated
                                      herein by reference to Exhibit 4.9 to Viatel, Inc.'s
                                      Registration Statement on Form S-3, filed on February 12,
                                      1999, File No. 333-72309 ("Viatel's February 1999 Form
                                      S-3")).
          4.7*                        Indenture, dated as of March 19, 1999, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s Euro denominated 11.50% Senior Notes due 2009
                                      (including form of 11.50% Senior Euro Note) (incorporated
                                      herein by reference to Exhibit 4.10 to Viatel's
                                      February 1999 Form S-3).
          4.8*                        Indenture, dated as of July 1, 1997, between Destia
                                      Communications, Inc. and The Bank of New York, as Trustee,
                                      relating to Destia's 13.50% Senior Notes due 2007 (including
                                      form of 13.50% Senior Note) (incorporated herein by
                                      reference to Exhibit 4.5 of Destia Communications, Inc.'s
                                      Registration Statement on Form S-4, File No. 333-47711,
                                      filed on August 7, 1997).
          4.9*                        Indenture, dated as of December 8, 1999, between Viatel,
                                      Inc. and The Bank of New York, as Trustee, relating to
                                      Viatel, Inc.'s U.S. dollar denominated 11.50% Senior Notes
                                      due 2009 (including form of 11.50% Senior Dollar Note)
                                      (incorporated herein by reference to Exhibit 4.13 to Viatel,
                                      Inc.'s Current Report on Form 8-K, dated December 9, 1999,
                                      File No. 000-21261).
          4.10*                       Rights Agreement, dated as of December 6, 1999, between
                                      Viatel, Inc. and The Bank of New York, as Rights Agent
                                      (incorporated herein by reference to Exhibit 4.12 to
                                      Viatel's Registration Statement on Form 8-A12G, filed on
                                      December 27, 1999, File No. 000-21261).
          4.11*                       Indenture, dated as of April 20, 2000, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s 12 3/4% Senior Euro Notes due 2008 (including form of
                                      12 3/4% Senior Note) (incorporated herein by reference to
                                      Exhibit 4.11 to Viatel's First Quarter 2000 Form 10-Q).
          4.12*                       Indenture, dated as of April 20, 2000, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s 7 3/4% Convertible Junior Subordinated Debentures
                                      (incorporated herein by reference to Exhibit 4.12 to
                                      Viatel's First Quarter 2000 Form 10-Q).
          4.13*                       Registration Rights Agreement, dated as of April 14, 2000,
                                      between Viatel, Inc. and Morgan Stanley & Co. Incorporated
                                      Limited, Chase Securities, Inc. and Credit Suisse First
                                      Boston Corporation (incorporated herein by reference to
                                      Exhibit 4.13 to Viatel's First Quarter 2000 Form 10-Q).
          4.14*                       Registration Rights Agreement, dated as of April 6, 2000,
                                      among Viatel, Inc., Viatel Financing Trust I, Morgan Stanley
                                      & Co. Incorporated, Salomon Smith Barney, Inc. and Banc of
                                      America Securities LLC (incorporated herein by reference to
                                      Exhibit 4.14 to Viatel's First Quarter 2000 Form 10-Q).
</TABLE>


                                      II-4
<PAGE>


<TABLE>
<CAPTION>
              EXHIBIT
              NUMBER                                    DESCRIPTION OF DOCUMENT
-----------------------------------   ------------------------------------------------------------
<C>                                   <S>
          4.15*                       First Supplemental Indenture, dated as of June 19, 2000,
                                      between Viatel, Inc. and The Bank of New York, as trustee
                                      (incorporated herein by reference to Exhibit 4.15 to Viatel,
                                      Inc.'s Quarterly Report for the quarterly period ended
                                      June 30, 2000, File No. 000-21261, filed on August 14, 2000
                                      (Viatel's Second Quarter 2000 Form 10-Q)).
          4.16*                       Amendment to Rights Agreement, dated as of February 1, 2000,
                                      between Viatel, Inc. and The Bank of New York, as Rights
                                      Agent (incorporated herein by reference to Exhibit 4.16 of
                                      Viatel's Second Quarter 2000 Form 10-Q).
          5.1**                       Opinion of Kelley Drye & Warren LLP.
         12.1**                       Ratio of Combined Fixed Charges and Preferred Stock
                                      Dividends to Earnings and Ratio of Earnings to Fixed
                                      Charges.
         23.1**                       Consent of Kelley Drye & Warren LLP (included in its opinion
                                      filed herewith as Exhibit 5.1).
         23.2**                       Consent of KPMG LLP.
         23.3**                       Consent of Arthur Andersen LLP.
         23.4**                       Consent of PricewaterhouseCoopers.
         24***                        Powers of Attorney (included on original signature page).
         25.1***                      Statement of Eligibility of The Bank of New York on
                                      Form T-1 relating to the Convertible Preferred Securities of
                                      Viatel Financing Trust I.
         25.2***                      Statement of Eligibility of The Bank of New York on
                                      Form T-1 relating to the Guarantee of Convertible Preferred
                                      Securities of Viatel Financing Trust I.
         25.3***                      Statement of Eligibility of The Bank of New York on
                                      Form T-1 relating to Viatel, Inc.'s 7 3/4% Convertible
                                      Junior Subordinated Debentures.
</TABLE>


------------------------

*   Incorporated herein by reference.

**  Filed herewith.


*** Previously filed.


ITEM 17. UNDERTAKINGS

    The undersigned registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

        (i) To include any prospectus required by Section 10(a) (3) of the
    Securities Act;

        (ii) To reflect in the prospectus any facts or events arising after the
    effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    registration statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any
    deviation from the low or high end of the estimated maximum offering range
    may be reflected in the form of prospectus filed with the Commission
    pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
    price represent no more than a 20 percent change in the maximum aggregate
    offering price set forth in the "Calculation of Registration Fee" table in
    the effective registration statement.

        (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or any
    material change to such information in the registration statement;

                                      II-5
<PAGE>

PROVIDED, HOWEVER, that the information required to be included in a
post-effective amendment by paragraphs (1) (i) and (l) (ii) above may be
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.


    (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.


    (4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.



    (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions set forth in Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer on controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-6
<PAGE>
                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of New York, State of New York, on the 11th day of
September, 2000.



<TABLE>
<S>                                                    <C>  <C>
                                                       VIATEL, INC.

                                                       By:  MICHAEL J. MAHONEY*
                                                            -----------------------------------------
                                                            Name: Michael J. Mahoney
                                                            Title: Chief Executive Officer
</TABLE>


    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


<TABLE>
<CAPTION>
                        NAME                                      TITLE                     DATE
                        ----                                      -----                     ----
<C>                                                    <S>                           <C>
                                                       Chairman of the Board and
                 MICHAEL J. MAHONEY*                     Chief Executive Officer
     -------------------------------------------         (Principal Executive        September 11, 2000
                 Michael J. Mahoney                      Officer)

                 WILLIAM C. MURPHY*
     -------------------------------------------       President and Director        September 11, 2000
                  William C. Murphy

                                                       Chief Financial Officer and
                   ALLAN L. SHAW*                        Director (Principal
     -------------------------------------------         Financial and Accounting    September 11, 2000
                    Allan L. Shaw                        Officer)

                    ALFRED WEST*
     -------------------------------------------       Vice Chairman and Director    September 11, 2000
                     Alfred West

                  FRANCIS J. MOUNT*
     -------------------------------------------                 Director            September 11, 2000
                  Francis J. Mount

                 SHELDON M. GOLDMAN*
     -------------------------------------------                 Director            September 11, 2000
                 Sheldon M. Goldman

                  PAUL G. PIZZANI*
     -------------------------------------------                 Director            September 11, 2000
                   Paul G. Pizzani
</TABLE>


                                      II-7
<PAGE>


<TABLE>
<CAPTION>
                        NAME                                      TITLE                     DATE
                        ----                                      -----                     ----
<C>                                                    <S>                           <C>
                   JOHN G. GRAHAM*
     -------------------------------------------                 Director            September 11, 2000
                   John G. Graham

                 EDWARD C. SCHMULTS*
     -------------------------------------------                 Director            September 11, 2000
                 Edward C. Schmults

                    JOHN R. MUSE*
     -------------------------------------------                 Director            September 11, 2000
                    John R. Muse
</TABLE>



<TABLE>
<S>   <C>                                                    <C>                          <C>
*By:                  /s/ JAMES P. PRENETTA
             --------------------------------------
                        James P. Prenetta
                        ATTORNEY-IN-FACT
</TABLE>


                                      II-8
<PAGE>
                                 EXHIBIT INDEX

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
              EXHIBIT
              NUMBER                                    DESCRIPTION OF DOCUMENT
-----------------------------------   ------------------------------------------------------------
<C>                                   <S>
          2.1*                        Agreement and Plan of Merger, dated as of August 27, 1999,
                                      by and among Viatel, Inc., Viatel Acquisition Corp. and
                                      Destia Communications, Inc. (incorporated herein by
                                      reference to Exhibit 2.1 to Viatel, Inc.'s Registration
                                      Statement on Form S-4, filed October 15, 1999, Registration
                                      No. 333-89143 ("Viatel's October 1999 Form S-4")).
          2.2*                        Agreement for the sale and purchase of the entire issued
                                      share capital of AT&T Communications (UK) Limited, by and
                                      among AT&T Communications Services International, Inc.,
                                      Global Card Holdings Inc., Viatel, Inc. and Viatel Global
                                      Communications Limited, dated February 29, 2000
                                      (incorporated herein by reference to Exhibit 2.2 to Viatel,
                                      Inc.'s Current Report on Form 8-K, filed on March 13, 2000,
                                      File No. 000-21261).
          3.1(i)*                     Amended and Restated Certificate of Incorporation of Viatel,
                                      Inc. (incorporated herein by reference to Exhibit 3.1(i)(a)
                                      to Viatel, Inc.'s Registration Statement on Form S-1,
                                      Registration No. 333-09699, filed on August 7, 1996
                                      ("Viatel's Form S-1")); Certificate of Designations,
                                      Preferences and Rights of 10% Series A Redeemable
                                      Convertible Preferred Stock, $.01 par value per share
                                      (incorporated herein by reference to Exhibit 3(i)(b) to
                                      Viatel, Inc.'s Registration Statement on Form S-4, filed on
                                      July 10, 1998, File No. 333-58921 ("Viatel's 1998
                                      Form S-4")); Certificate of Amendment to Viatel, Inc.'s
                                      Amended and Restated Certificate of Incorporation
                                      (incorporated herein by reference to Exhibit 4.9 to Viatel,
                                      Inc.'s Quarterly Report on Form 10-Q for the period ended
                                      September 30, 1998, File No. 000-21261); Second Certificate
                                      of Amendment to Viatel Inc.'s Amended and Restated
                                      Certificate of Incorporation (incorporated herein by
                                      reference to Exhibit 3.1(i) to Viatel's October 1999
                                      Form S-4); Certificate of Designations of Series A Junior
                                      Participating Preferred Stock of Viatel, Inc. (incorporated
                                      herein by reference to Exhibit 3(i)(2) to Viatel, Inc.'s
                                      Current Report on Form 8-K, dated December 29, 1999, File
                                      No. 000-21261 ("Viatel's December 1999 Form 8-K"));
                                      Certificate of Designations, Preferences and Rights of 7.50%
                                      Cumulative Convertible Preferred Stock Series B-1 Due 2015
                                      (incorporated herein by reference to Exhibit 3.1(i) to
                                      Viatel, Inc.'s Annual Report on Form 10-K for the year ended
                                      December 31, 1999 ("Viatel's 1999 Form 10-K"); Certificate
                                      of Designations, Preferences and Rights of 7.50% Cumulative
                                      Convertible Preferred Stock Series B-2 Due 2015
                                      (incorporated herein by reference to Exhibit 3.1(i) to
                                      Viatel's 1999 Form 10-K); and Certificate of Designations,
                                      Preferences and Rights of Convertible Preferred Stock Series
                                      C (incorporated by reference to Exhibit 3.1(i) to Viatel's
                                      1999 Form 10-K).
          3.1(ii)*                    Third Amended and Restated Bylaws of Viatel, Inc.
                                      (incorporated herein by reference to Exhibit 3.1(ii) to
                                      Viatel Inc.'s October 1999 Form S-4).
          3.1(iii)*                   Certificate of Trust of Viatel Financing Trust I, dated
                                      March 30, 2000 (incorporated herein by reference to Exhibit
                                      3.1(iii) to Viatel, Inc.'s Quarterly Report on Form 10-Q for
                                      the quarterly period ended March 31, 2000, File
                                      No. 000-21261, filed on May 15, 2000 ("Viatel's First
                                      Quarter 2000 Form 10-Q")).
          3.1(iv)*                    Amended and Restated Declaration of Trust of Viatel
                                      Financing Trust I, dated and effective as of April 12, 2000
                                      (incorporated herein by reference to Exhibit 3.1(iv) to
                                      Viatel's First Quarter 2000 Form 10-Q).
          4.1*                        Specimen of Viatel common stock certificate (incorporated by
                                      reference to Exhibit 4.4 of Viatel's Form S-1).
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
              EXHIBIT
              NUMBER                                    DESCRIPTION OF DOCUMENT
-----------------------------------   ------------------------------------------------------------
<C>                                   <S>
          4.2*                        Indenture, dated as of April 8, 1998, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s 12.50% Senior Discount Notes Due 2008 (including form
                                      of 12.50% Senior Discount Note) (incorporated herein by
                                      reference to Exhibit 4.1 to Viatel's 1998 Form S-4).
          4.3*                        Indenture, dated as of April 8, 1998, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s 11.25% Senior Notes Due 2008 (including form of
                                      11.25% Senior Note) (incorporated herein by reference to
                                      Exhibit 4.2 to Viatel's 1998 Form S-4).
          4.4*                        Indenture, dated as of April 8, 1998, among Viatel, Inc.,
                                      The Bank of New York, as Trustee, and Deutsche Bank,
                                      Aktiengesellschaft, as German Paying Agent and Co-Registrar,
                                      relating to Viatel, Inc.'s 12.40% Senior Discount Notes Due
                                      2008 (including form of 12.40% Senior Discount Note)
                                      (incorporated herein by reference to Exhibit 4.3 to Viatel's
                                      1998 Form S-4).
          4.5*                        Indenture, dated as of April 8, 1998, among Viatel, Inc.,
                                      The Bank of New York, as Trustee, and Deutsche Bank,
                                      Aktiengesellschaft, as German Paying Agent and Co-Registrar,
                                      relating to Viatel, Inc.'s 11.15% Senior Notes Due 2008
                                      (including form of 11.15% Senior Note) (incorporated herein
                                      by reference to Exhibit 4.4 to Viatel's 1998 Form S-4).
          4.6*                        Indenture, dated as of March 19, 1999, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s U.S. dollar denominated 11.50% Senior Notes due 2009
                                      (including form of 11.50% Senior Dollar Note) (incorporated
                                      herein by reference to Exhibit 4.9 to Viatel, Inc.'s
                                      Registration Statement on Form S-3, filed on February 12,
                                      1999, File No. 333-72309 ("Viatel's February 1999 Form
                                      S-3")).
          4.7*                        Indenture, dated as of March 19, 1999, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s Euro denominated 11.50% Senior Notes due 2009
                                      (including form of 11.50% Senior Euro Note) (incorporated
                                      herein by reference to Exhibit 4.10 to Viatel's
                                      February 1999 Form S-3).
          4.8*                        Indenture, dated as of July 1, 1997, between Destia
                                      Communications, Inc. and The Bank of New York, as Trustee,
                                      relating to Destia's 13.50% Senior Notes due 2007 (including
                                      form of 13.50% Senior Note) (incorporated herein by
                                      reference to Exhibit 4.5 of Destia Communications, Inc.'s
                                      Registration Statement on Form S-4, File No. 333-47711,
                                      filed on August 7, 1997).
          4.9*                        Indenture, dated as of December 8, 1999, between Viatel,
                                      Inc. and The Bank of New York, as Trustee, relating to
                                      Viatel, Inc.'s U.S. dollar denominated 11.50% Senior Notes
                                      due 2009 (including form of 11.50% Senior Dollar Note)
                                      (incorporated herein by reference to Exhibit 4.13 to Viatel,
                                      Inc.'s Current Report on Form 8-K, dated December 9, 1999,
                                      File No. 000-21261).
          4.10*                       Rights Agreement, dated as of December 6, 1999, between
                                      Viatel, Inc. and The Bank of New York, as Rights Agent
                                      (incorporated herein by reference to Exhibit 4.12 to
                                      Viatel's Registration Statement on Form 8-A12G, filed on
                                      December 27, 1999, File No. 000-21261).
          4.11*                       Indenture, dated as of April 20, 2000, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s 12 3/4% Senior Euro Notes due 2008 (including form of
                                      12 3/4% Senior Note) (incorporated herein by reference to
                                      Exhibit 4.11 to Viatel's First Quarter 2000 Form 10-Q).
          4.12*                       Indenture, dated as of April 20, 2000, between Viatel, Inc.
                                      and The Bank of New York, as Trustee, relating to Viatel,
                                      Inc.'s 7 3/4% Convertible Junior Subordinated Debentures
                                      (incorporated herein by reference to Exhibit 4.12 to
                                      Viatel's First Quarter 2000 Form 10-Q).
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
              EXHIBIT
              NUMBER                                    DESCRIPTION OF DOCUMENT
-----------------------------------   ------------------------------------------------------------
<C>                                   <S>
          4.13*                       Registration Rights Agreement, dated as of April 14, 2000,
                                      between Viatel, Inc. and Morgan Stanley & Co. Incorporated
                                      Limited, Chase Securities, Inc. and Credit Suisse First
                                      Boston Corporation (incorporated herein by reference to
                                      Exhibit 4.13 to Viatel's First Quarter 2000 Form 10-Q).
          4.14*                       Registration Rights Agreement, dated as of April 6, 2000,
                                      among Viatel, Inc., Viatel Financing Trust I, Morgan Stanley
                                      & Co. Incorporated, Salomon Smith Barney, Inc. and Banc of
                                      America Securities LLC (incorporated herein by reference to
                                      Exhibit 4.14 to Viatel's First Quarter 2000 Form 10-Q).
          4.15*                       First Supplemental Indenture, dated as of June 19, 2000,
                                      between Viatel, Inc. and The Bank of New York, as trustee
                                      (incorporated herein by reference to Exhibit 4.15 of Viatel,
                                      Inc.'s Quarterly Report for the quarterly period ended
                                      June 30, 2000, File No. 000-21261, filed on August 14, 2000
                                      ("Viatel's Second Quarter 2000 Form 10-Q")).
          4.16*                       Amendment to Rights Agreement, dated as of February 1, 2000,
                                      between Viatel, Inc. and The Bank of New York, as Rights
                                      Agent (incorporated herein by reference to Exhibit 4.16 of
                                      Viatel's Second Quarter 2000 Form 10-Q).
          5.1**                       Opinion of Kelley Drye & Warren LLP.
         12.1**                       Ratio of Combined Fixed Charges and Preferred Stock
                                      Dividends to Earnings and Ratio of Earnings to Fixed
                                      Charges.
         23.1**                       Consent of Kelley Drye & Warren LLP (included in its opinion
                                      filed herewith as Exhibit 5.1).
         23.2**                       Consent of KPMG LLP.
         23.3**                       Consent of Arthur Andersen LLP.
         23.4**                       Consent of PricewaterhouseCoopers.
         24***                        Powers of Attorney (included on original signature page).
         25.1***                      Statement of Eligibility of The Bank of New York on
                                      Form T-1 relating to the Convertible Preferred Securities of
                                      Viatel Financing Trust I.
         25.2***                      Statement of Eligibility of The Bank of New York on
                                      Form T-1 relating to the Guarantee of Convertible Preferred
                                      Securities of Viatel Financing Trust I.
         25.3***                      Statement of Eligibility of The Bank of New York on
                                      Form T-1 relating to Viatel, Inc.'s 7 3/4% Convertible
                                      Junior Subordinated Debentures.
</TABLE>


------------------------

*   Incorporated herein by reference.

**  Filed herewith.


*** Previously filed.



+   Management contract or compensatory plan or arrangement.