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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Segue Software, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
815807102
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(CUSIP Number)
* 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 disclosure
provided in a prior cover page.
The information required on 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).
Page 1 of 7 Pages
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SCHEDULE 13G
CUSIP No. 815807102 Page 2 of 7 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bermuda Trust Company Limited, as Trustee
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |X|
3 SEC Use Only
4 Citizenship or Place of Organization
Bermuda
5 Sole Voting Power
Number of 706,973
Shares
Beneficially 6 Shared Voting Power
Owned By -0-
Each
Reporting 7 Sole Dispositive Power
Person 706,973
With
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by Each Reporting Person
706,973
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares |_|
11 Percent of Class Represented By Amount in Row 9
10.4%
12 Type of Reporting Person
CO
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SCHEDULE 13G
CUSIP No. 815807102 Page 3 of 7 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bank of Bermuda Limited
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |X|
3 SEC Use Only
4 Citizenship or Place of Organization
Bermuda
5 Sole Voting Power
Number of 706,973
Shares
Beneficially 6 Shared Voting Power
Owned By -0-
Each
Reporting 7 Sole Dispositive Power
Person 706,973
With
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by Each Reporting Person
706,973
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares |_|
11 Percent of Class Represented By Amount in Row 9
10.4%
12 Type of Reporting Person
BK, CO
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SCHEDULE 13G
CUSIP No. 815807102 Page 4 of 7 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James H. Simons
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |X|
3 SEC Use Only
4 Citizenship or Place of Organization
Bermuda
5 Sole Voting Power
Number of 115,666 (1)
Shares
Beneficially 6 Shared Voting Power
Owned By -0-
Each
Reporting 7 Sole Dispositive Power
Person 115,666 (1)
With
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by Each Reporting Person
115,666
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares |_|
11 Percent of Class Represented By Amount in Row 9
1.7%
12 Type of Reporting Person
IN
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(1) Assumes the exercise of 4,000 stock options held by Mr. Simons which will be
exercisable by April 1997 into 4,000 Shares and 10,000 stock options held by Mr.
Simons which are exercisable into 10,000 Shares.
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SCHEDULE 13G
Item 1.
The Issuer is Segue Software, Inc. (the "Issuer"). The address of the
Issuer's principal executive offices is 1320 Centre Street, Newton Centre,
Massachusetts 02159
Item 2.
The name of the filers are Mr. James H. Simons, Bermuda Trust Company
Limited (the "Trustee"), in its capacity as the trustee of the Lord Jim Trust, a
trust created under the laws of the Island of Bermuda (the "Trust") and the Bank
of Bermuda (the "Bank", and together with Mr. Simons and the Trustee, the
"Reporting Persons"). Mr. Simons is a citizen of the United States and the
Trustee and the Bank are Bermuda Corporations. The Trustee and the Bank's
principal place of business is Bank of Bermuda Building, Front Street, Hamilton,
Bermuda HMII. This Statement on Schedule 13G (the "Schedule 13G") relates to
shares of the Common Stock, par value $.01 per share of the Issuer (the
"Shares") which have a CUSIP Number of 815807102.
Item 3.
Not Applicable.
Item 4. Ownership
James H. Simons
(a) 115,666 Shares are beneficially owned by Mr. Simons of which 4,000 are stock
options which vest in installments until April 2, 1997 and are exercisable into
4,000 Shares after vesting until April 2, 2006 at an exercise price of $22.25
and 10,000 stock options which are exercisable into 10,000 Shares until October
31, 1998 at an exercise price of $1.00 (the "Options").
(b) The 115,666 Shares beneficially owned by Mr. Simons constitute approximately
1.7% of the issued and outstanding Shares.
(c) Mr. Simons has sole voting and dispositive power over 101,666 Shares. Mr.
Simons does not have voting or dispositive powers over 14,000 Options but will
have sole voting and dispositive power over the Shares into which the Options
will be exercised.
The Trustee and the Bank
(a) 706,973 Shares are beneficially owned by the Trust.
(b) The 706,973 Shares beneficially owned by the Trust constitute approximately
10.4% of the issued and outstanding Shares.
(c) The Trustee, in its fiduciary capacity as Trustee of the Trust, exercises
sole voting and dispositive power over 706,973 Shares beneficially owned by the
Trust. The Bank has the power to direct the voting and disposition of the
Shares, by reason of its control over the Trustee through its direct ownership
of the Trustee's voting securities.
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 Shares, check the following |_|.
Page 5 of 7
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Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
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.
Page 6 of 7
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement, insofar as it relates to or was provided by the undersigned, is
true, complete and correct.
Date: February 14, 1997
BERMUDA TRUST COMPANY LIMITED
By: /s/ Susan Gibbons
Susan Gibbons
Trust Officer
THE BANK OF BERMUDA LIMITED
By: /s/ Susan Gibbons
Susan Gibbons
Trust Officer
/s/ James H. Simons
JAMES H. SIMONS
Page 7 of 7
