UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
NetScout Systems, Inc.
------------------------------
(Name of Issuer)
Common Stock PAR USD .001
------------------------------
(Title of Class of Securities)
64115T104
------------------------------
(CUSIP Number)
10/31/02
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x]Rule 13d-1(b)
[ ]Rule 13d-1(c)
[ ]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 subsequentamendment 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).
CUSIP No. 64115T104 SCHEDULE 13G Page 2 of 7 Pages
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Atlantic Trust Company, N.A.
04-2986713
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Atlantic Trust Company, N.A. is a limited purpose, national chartered
trust company, regulated by the Office of the Comptroller of the
Currency
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(5) Sole Voting Power
1,003,000
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Number of (6) Shared Voting Power
Shares 10,548,382
Beneficially
Owned by --------------------------------------------------------------
Each
Reporting (7) Sole Dispositive Power
Person With 1,003,000
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(8) Shared Dispositive Power
10,548,382
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person 11,551,382
shares
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) No [ ]
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(11) Percent of Class Represented by Amount in Row (9)
38.7%
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(12) Type of Reporting Person (See Instructions)
BK
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CUSIP No. 64115T104
Item 1 (a) Name of Issuer
NetScout Systems, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices
310 Littleton Road
Westford, MA 01886
United States
Item 2 (a) Name of Person Filing
Atlantic Trust Company, N.A.
Item 2 (b) Address of Principal Business Office or, if none, Residence
100 Federal Street, Floor 37, Boston, MA 02110-1802
Item 2 (c) Citizenship
Atlantic Trust Company, N.A. is a limited purpose, national
chartered trust company, regulated by the Office of the
Comptroller of the Currency
Item 2 (d) Title of Class of Securities
Common Stock PAR USD .001
Item 2 (e) CUSIP Number
64115T104
Page 3 of 7 Pages
CUSIP No. 64115T104
Item 3 If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ]
Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [x]
Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ]
Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ]
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ]
An investment adviser in accordance with
240.13d-1(b)(1)(ii) (E);
(f) [ ]
An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ]
A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ]
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ]
A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Page 4 of 7 Pages
CUSIP No. 64115T104
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: 11,551,382 shares.
(b) Percent of class: 38.7%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
1,003,000.
(ii) Shared power to vote or to direct the vote
10,548,382.
(iii) Sole power to dispose or to direct the
disposition of 1,003,000.
(iv) Shared power to dispose or to direct the
disposition of 10,548,382.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
240.13d3(d)(1).
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Instruction: Dissolution of a group requires a response to
this item.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Atlantic Trust Company, N.A., a limited purpose, national
chartered trust company, has aggregate holdings of NetScout
Systems, Inc. exceeding 5% which require us to file this form.
Holdings of this security exceed 5% by the following persons:
Anil Singhal Revocable Trust
Jyoti Popat Grat#2 Inv. Trust
Page 5 of 7 Pages
CUSIP No. 64115T104
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and,
if such interest relates to more than five percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not
required.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person. If a parent holding company or
Control person has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or
control person has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Item 8 Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach
an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule
pursuant to 240.13d-1(c) or 240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
Item 9 Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the security
reported on will be filed, if required, by members of the
group, in their individual capacity. See Item 5.
Item 10 Certification
(a) The following certification shall be included if the
statement is filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired and are held in the ordinary
course of business and were not acquired and are not
held for thepurpose of or with the effect of changing
or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any
transaction having that purpose or effect.
Page 6 of 7 Pages
CUSIP No. 64115T104
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that theinformation set forth in this statement is true, complete and correct.
Date: 03/28/03 Atlantic Trust Company, N.A.*
By: /s/ Stephen E. Prostano
----------------------------------
Name: Stephen E. Prostano
Title: Chief Operating Officer and
Chief Financial Officer
*Effective 2/1/02 Name change:
From: "Pell Rudman Trust Company, N.A.
To: Atlantic Trust Company, N.A.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.
See 240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
http://www.sec.gov/divisions/corpfin/forms/13g.htm
Last update: 02/27/2002
Page 7 of 7 Pages