SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Vivid Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
928538 10 7
(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 disclosures 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).
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
Burr, Egan, Deleage & Co.
04-2681308
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
MASSACHUSETTS
5 Sole Voting Power
Number of -0- shares
Shares 6 Shared Voting Power
Beneficially
Owned by 768,633 shares -- Please also refer to Item 4.(a).
Each 7 Sole Dispositive Power
Reporting
Person With -0- shares
8 Shared Dispositive Power
768,633 shares -- Please also refer to Item 4.(a).
9 Aggregate Amount Beneficially Owned by Each Reporting Person
768,633 shares -- Please also refer to Item 4.(a).
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)
7.9%
12 Type of Reporting Person (See Instructions)
IA
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
Burr, Egan, Deleage & Co.
(b) Address of Principal Business Office or, if None,
Residence
One Post Office Square, Suite 3800
Boston, Massachusetts 02103
(c) Citizenship
Massachusetts
(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, 1997, Burr, Egan, Deleage & Co. 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, 1997:
(a) Amount Beneficially Owned
Burr, Egan, Deleage & Co. is a venture capital firm
which directly or indirectly provides investment
advisory services to venture capital funds including
Alta III Limited Partnership, Alta Jami Boston Limited
Partnership, Gallion Partners II, C.V. Sofinnova
Partners Four and Golden Coins N.V. The beneficial
ownership of these five funds at December 31, 1997 is
as follows:
Common Common
Fund Stock Warrants Total
Alta III Limited Partnership 425,700 106,794 532,494
Alta Jami Boston Limited Partnership 10,690 2,682 13,372
Gallion Partners II 66,740 16,952 83,692
Golden Coins N.V. 3,508 145 3,653
C.V. Sofinnova Partners Four 108,300 27,122 135,422
Total: 614,938 153,695 768,633
The respective general partners of these funds exercise
sole voting and investment power with respect to the
shares held by the funds.
The principals of Burr, Egan, Deleage & Co. are general
partners of 1) Alta III Management Partners Limited
Partnership (which is the general partner of Alta III
Limited Partnership) and 2) Alta Jami Boston Limited
Partnership. As general partners of these funds, they
may be deemed to share voting and investment powers for
the shares held by these funds. Burr, Egan, Deleage &
Co. serves as an advisor to Gallion Partners II, C.V.
Sofinnova Partners Four and Golden Coins N.V. The
principals of Burr, Egan, Deleage & Co. disclaim
beneficial ownership of all of the shares held by the
foregoing funds except to the extent of their pecuniary
interests therein.
(b) Percent of Class
7.9% 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
768,633 shares -- Please also refer to Item 4.(a).
(iii) sole power to dispose or to direct the disposition of
-0- shares
(iv) shared power to dispose or to direct the disposition of
768,633 shares -- Please also refer to Item 4.(a).
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
See Item 4.(a).
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 its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: February 6, 1998
BURR, EGAN, DELEAGE & CO.
By: /s/ Eileen McCarthy
Name: Eileen McCarthy
Title: Vice-President
