SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Vivid Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
928538 10 7
(CUSIP Number)
December 31, 1998
(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).
CUSIP No. 928538 10 7 13G Page 2 of 6 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
Charles T. O'Neill
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
N/A (b) [_]
3 SEC Use Only
4 Citizenship or Place of Organization
U.S.
5 Sole Voting Power
Number of -0- shares
Shares 6 Shared Voting Power
Beneficially
Owned by 704,823 shares
Each 7 Sole Dispositive Power
Reporting
Person With -0- shares
8 Shared Dispositive Power
704,823 shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person
704,823 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[_]
N/A
11 Percent of Class Represented by Amount in Row (9)
7.1%
12 Type of Reporting Person (See Instructions)
IN
Item 1.
(a) Name of Issuer
Vivid Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices
10E Commerce Way
Woburn, Massachusetts 01801
Item 2.
(a) Name of Person Filing
Charles T. O'Neill
(b) Address of Principal Business Office or, if None, Residence
c/o O'Neill & Neylon
950 Winter Street
Waltham, Massachusetts 02451
(c) Citizenship
U.S.
(d) Title of Class of Securities
Common Stock, $.01 par value
(e) CUSIP Number
928538 10 7
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether the person filing is a:
Not applicable.
Item 4. Ownership
As of December 31, 1998, the undersigned was the "beneficial
owner" (as defined in Rule 13d-3 of Regulation 13D-G under the
Securities Exchange Act of 1934 (the "Exchange Act")) of over five
percent of the outstanding shares of Common Stock of Vivid
Technologies, Inc. The following information is provided as of
December 31, 1998:
(a) Amount Beneficially Owned
704,823 shares of Common Stock, comprised of (i)
237,500 shares held by the undersigned as Trustee of
the Ellenbogen Family Irrevocable Trust of 1996; (ii)
296,899 shares held by the undersigned as Trustee of
the S. David Ellenbogen 1996 Retained Annuity Trust;
and (iii) 170,424 shares held by the undersigned as
Trustee of the Jay A. Stein 1996 Retained Annuity
Trust.
The undersigned disclaims beneficial ownership of all
of the above-described 704,823 shares. In accordance
with Rule 13d-4 under the Exchange Act, the filing of
this Schedule 13G shall not be construed as an
admission that the undersigned is, for the purposes of
Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of any of the above-described 704,823
shares.
(b) Percent of Class
7.1% of the outstanding shares of Common Stock
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
-0- shares
(ii) shared power to vote or to direct the vote
704,823 shares
(iii) sole power to dispose or to direct the disposition of
-0- shares
(iv) shared power to dispose or to direct the disposition of
704,823 shares
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
As described above in Item 4.(a), the undersigned holds
704,823 shares of Common Stock as Trustee for the benefit of
other persons who have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, such securities.
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.
Date: February 12, 1999
/s/ Charles T. O'Neill
Charles T. O'Neill, Trustee
Ellenbogen Family Irrevocable
Trust of 1996
S. David Ellenbogen 1996 Retained
Annuity Trust
Jay A. Stein 1996 Retained Annuity Trust
