UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
NetScout Systems, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock PAR USD .001
-----------------------------------------
(Title of Class of Securities)
64115T104
-----------------------------------------
(CUSIP Number)
5/31/02
-----------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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 subsequentamendment 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. 64115T104 SCHEDULE 13G Page 2 of 7 Pages
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Atlantic Trust Company, N.A.
04-2986713
-----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------
(3) SEC Use Only
-----------------------------------------------------------------------
(4) Citizenship or Place of Organization
Atlantic Trust Company, N.A. is a limited purpose, national chartered
trust company, regulated by the Office of the Comptroller of the
Currency
-----------------------------------------------------------------------
(5) Sole Voting Power
1,003,000
--------------------------------------------------------------
Number of (6) Shared Voting Power
Shares 10,332,722
Beneficially
Owned by --------------------------------------------------------------
Each
Reporting (7) Sole Dispositive Power
Person 1,003,000
With
--------------------------------------------------------------
(8) Shared Dispositive Power
10,332,722
-----------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
11,335,722 shares
-----------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) No [ ]
-----------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
38.0%
-----------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions)
BK
-----------------------------------------------------------------------
CUSIP No. 64115T104
Item 1 (a) Name of Issuer
NetScout Systems, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices
310 Littleton Road
Westford, MA 01886
United States
Item 2 (a) Name of Person Filing
Atlantic Trust Company, N.A.
Item 2 (b) Address of Principal Business Office or, if none, Residence
100 Federal Street, Floor 37, Boston, MA 02110-1802
Item 2 (c) Citizenship
Atlantic Trust Company, N.A. is a limited purpose,
national chartered trust company, regulated by the
Office of the Comptroller of the Currency
Item 2 (d) Title of Class of Securities
Common Stock PAR USD .001
Item 2 (e) CUSIP Number
64115T104
Page 3 of 7 Pages
CUSIP No. 64115T104
Item 3 If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ]
Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [X]
Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ]
Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ]
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ]
An investment adviser in accordance with
240.13d-1(b)(1) (ii)(E);
(f) [ ]
An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ]
A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ]
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ]
A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Page 4 of 7 Pages
CUSIP No. 64115T104
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: 11,335,722 shares.
(b) Percent of class: 38.0%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
1,003,000.
(ii) Shared power to vote or to direct the vote
10,332,72.
(iii) Sole power to dispose or to direct the
disposition of 1,003,000.
(iv) Shared power to dispose or to direct the
disposition of 10,332,722.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
240.13d3(d)(1).
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 [ ].
Instruction: Dissolution of a group requires a response to
this item.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person.
Atlantic Trust Company, N.A., a limited purpose, national
chartered trust company, has aggregate holdings of NetScout
Systems, Inc. exceeding 5% which require us to file this form.
Holdings of this security exceed 5% by the following persons:
Anil Singhal Revocable Trust
Jyoti Popat Grat#2 Inv. Trust
Page 5 of 7 Pages