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)
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 -0- shares -- But please also refer to Item 4.(a).
Each
Reporting 7 Sole Dispositive Power
Person With
-0- shares
8 Shared Dispositive Power
-0- shares -- But please also refer to Item 4.(a).
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares -- But 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)
0.0%
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, 1998, 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 less than 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
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. On March 5, 1998,
every fund except Golden Coins N.V. distributed their
shares to their respective limited partners. As a
result of these distributions, the beneficial ownership
of these five funds at December 31, 1998 is as follows:
Common
Fund Stock
Alta III Limited Partnership 0
Alta Jami Boston Limited Partnership 0
Gallion Partners II 0
Golden Coins N.V. 4,401
C.V. Sofinnova Partners Four 0
Total: 4,401
The respective general partners of these funds exercise
sole voting and investment power with respect to the
shares held by the funds.
Burr, Egan, Deleage & Co. serves as an advisor to
Golden Coins N.V. The principals of Burr, Egan,
Deleage & Co. disclaim all beneficial ownership of all
of the shares held by Golden Coins N.V.
Notes: (1) Golden Coins N.V. holds .0445% of the
Company's shares of Common Stock.
(b) Percent of Class
0.0% - but please see Note (1) above.
(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
-0- shares -- But 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
-0- shares -- But please also refer to Item 4.(a).
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 .
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.
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 8, 1999
BURR, EGAN, DELEAGE & CO.
By: /s/ Eileen McCarthy
Name: Eileen McCarthy
Title: Vice-President
