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)
<PAGE>
- --------------------------------------------------------------------------------
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
<PAGE>
- --------------------------------------------------------------------------------
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
<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).
