UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
NetScout Systems, Inc.
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(Name of Issuer)
Common Stock PAR USD .001
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(Title of Class of Securities)
64115T104
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(CUSIP Number)
12/31/02
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(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 Page 2 of 6 pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Atlantic Trust Company, N.A.
04-2986713
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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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
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5.Sole Voting Power 1,000,000
Number of -----------------------------------------------------------
Shares
Beneficially 6.Shared Voting Power 10,680,882
Owned by -----------------------------------------------------------
Each
Reporting 7. Sole Dispositive Power 1,000,000
Person -----------------------------------------------------------
With
8. Shared Dispositive Power 10,680,882
-----------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,680,882 shares
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
No
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11. Percent of Class Represented by Amount in Row (9)
38.978%
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12. Type of Reporting Person (See Instructions) BK
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CUSIP No 64115T104 Page 3 of 6 pages
Item 1.
(a) Name of Issuer: NetScout Systems, Inc.
(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.
(b) Address of Principal Business Office or, if none, Residence:
100 Federal Street, Floor 37, Boston, MA 02110-1802
(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
(d) Title of Class of Securities: Common Stock PAR USD .001
(e) CUSIP Number: 64115T104
CUSIP No 64115T104 Page 4 of 6 pages
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).
CUSIP No 64115T104 Page 5 of 6 pages
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: 11,680,882 shares.
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(b) Percent of class: 38.978%.
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,000,000.
-------------------------
(ii) Shared power to vote or to direct the vote: 10,680,882.
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(iii) Sole power to dispose or to direct the disposition of: 1,000,000.
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(iv) Shared power to dispose or to direct the disposition of:
10,680,882.
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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.
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
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person.
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
CUSIP No 64115T104 Page 6 of 6 pages
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for thepurpose of
or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that theinformation set forth in this statement is true, complete and
correct.
02/11/03 /s/ Stephen E. Prostano
------------------ ----------------------------
Date Stephen E. Prostano
Chief Operating Officer and Chief
Financial Officer
Atlantic Trust Company, N.A.*