-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OmThO1ZyJgHA1kuXGwpC6toDJJZWxTo/Fs+s3FYs/iqbsb5dImMCS/WzE7mXxdgK rY/WwA9Jn0IAwQyXGUZ+mg== 0000784961-00-000005.txt : 20000204 0000784961-00-000005.hdr.sgml : 20000204 ACCESSION NUMBER: 0000784961-00-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VDC COMMUNICATIONS INC CENTRAL INDEX KEY: 0000784961 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 061524454 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-54351 FILM NUMBER: 521802 BUSINESS ADDRESS: STREET 1: 75 HOLLY HILL LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038695100 MAIL ADDRESS: STREET 1: 75 HOLLY HILL LANE CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: VDC CORP LTD DATE OF NAME CHANGE: 19960117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORAN KENT F TRUST CENTRAL INDEX KEY: 0001077659 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 066467865 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O VDC COMMUNICATIONS INC STREET 2: 75 HOLLY HILL LN CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038695100 MAIL ADDRESS: STREET 1: C/O VDC COMMUNICATIONS INC STREET 2: 75 HOLLY HILL LN CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 OMB APPROVAL ------------ OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response.......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VDC Communications, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 91821B 10 1 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (3-98) - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 2 of 4 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Kent F. Moran Trust I.R.S. Identification Nos. of above persons (entities only). 06-6467865 2. Check the Appropriate Box if a Member of a Group (See Instructions). (a) (b) X 3. SEC Use Only. 4. Citizenship or Place of Organization. Connecticut Number of 5. Sole Voting Power. 1,328,810 (1) Shares Bene- ficially by 6. Shared Voting Power. 0 (1) Owned by Each Reporting 7. Sole Dispositive Power. 1,328,810 (1) Person With: 8. Shared Dispositive Power. 0 (1) 9. Aggregate Amount Beneficially Owned by Each Reporting Person. 1,328,810 (1) 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). X 11. Percent of Class Represented by Amount in Row (11). 6.2% 12. Type of Reporting Person (See Instructions). OO (1) The Kent F. Moran Trust is a trust for the benefit of Kent F. Moran, a minor child of Frederick A. Moran ("Mr. Moran"), Chairman and Chief Executive Officer of VDC Communications, Inc. In a Schedule 13D filed by Mr. Moran in December 1999, Mr. Moran aggregated VDC Communications, Inc. common stock holdings of certain individuals, entities and accounts with a family relationship and/or association with Mr. Moran as follows: Frederick A. Moran (125,000 shares plus option to purchase 40,000 shares); Joan Moran (option to purchase 2,000 shares); Frederick A. Moran and Joan Moran (386,437 shares); Frederick A. Moran and Anne Moran (41,380 shares); the Moran Equity Fund, Inc. (938 shares); the Luke F. Moran Trust (1,328,660 shares); the Kent F. Moran Trust (1,328,810 shares); Luke F. Moran (22,102 shares); Kent F. Moran (15,671 shares); the Frederick A. Moran, IRA (85,998 shares); the Frederick Moran Trust (90 shares); the Anne Moran Trust (125 shares); the Luke Moran IRA (333 shares); the Kent Moran IRA (333 shares); the Joan Moran IRA (248 shares); Anne Moran (63,643 shares); and the Anne Moran IRA (61,046 shares). These holdings total 3,502,814 shares of common stock. Mr. Moran's aggregation of the shares referenced in the preceding paragraph was due to his family relationship and family association with the individuals and entities in the preceding paragraph and therefore the possibility that Mr. Moran is part of a "group" for the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. Mr. Moran explained that - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 3 of 4 Pages - -------------------------------------------------------------------------------- the filing of the Schedule 13D was not to be construed as an admission that Mr. Moran is, for purposes of Section 13(d), or 13(g) of the Act, the beneficial owner of any securities covered by said statement or that Mr. Moran is part of any "group" for the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. Moreover, Mr. Moran specifically disclaimed that he is part of any such group. According to Mr. Moran, this disclaimer was based, in part, on the fact that there is neither an agreement, either orally or in writing, among the Moran individuals or Moran entities that Mr. Moran is associated with, nor is there a common plan or goal among such individuals and entities that would give rise to a "group." The Kent F. Moran trust specifically disclaims that it is part of any "group" for the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder and specifically disclaims that it beneficially owns any shares other than those listed in Rows 5, 7, and 9 of the cover page. Item 1. (a) Name of Issuer. VDC Communications, Inc. (b) Address of Issuer's Principal Executive Offices. 75 Holly Hill Lane, Greenwich, Connecticut, 06830. Item 2. (a) Name of Person Filing. Kent F. Moran Trust (b) Address of Principal Business Office or, if none, Residence. VDC Communications, Inc., Greenwich, Connecticut, 06830 (c) Citizenship. Connecticut (d) Title of Class of Securities. Common Stock (e) CUSIP Number. 91821B 10 1 Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: See Row 9 of cover page (b) Percent of class: See Row 11 of cover page (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: See Row 5 of cover page (ii) Shared power to vote or to direct the vote: See Row 6 of cover page (iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 4 of 4 Pages - -------------------------------------------------------------------------------- (iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The beneficiary of the trust has the right to withdraw from the trust up to $10,000 worth of the securities each calendar year. Although the trust is silent on this point, this withdrawal right may extend to dividends and sale proceeds associated with the securities. The withdrawal right, to the extent not exercised, expires each year to the extent of the greater of $5,000 or 5% of the value of the corpus of the trust. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 2, 2000 ---------------- Date /s/ George Finn --------------- Signature George Finn, Trustee of Kent F. Moran Trust ------------------- Name/Title Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----