-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OayyYR1GEsElrKYxqJgHLFBPOHpkl5a2927ud5sC0f0TqmihmK1by42k/MWP7axl 7akzUmzK45yB+203hk+oQw== 0000950135-99-000698.txt : 19990215 0000950135-99-000698.hdr.sgml : 19990215 ACCESSION NUMBER: 0000950135-99-000698 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 GROUP MEMBERS: J. STUART MOORE TRUST - 1996 GROUP MEMBERS: MOORE J STUART SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAPIENT CORP CENTRAL INDEX KEY: 0001008817 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 043130648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-49683 FILM NUMBER: 99534697 BUSINESS ADDRESS: STREET 1: ONE MEMORIAL DR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176210200 MAIL ADDRESS: STREET 1: ONE MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE J STUART CENTRAL INDEX KEY: 0001031537 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SAPIENT CORPORATION STREET 2: ONE MEMORIAL DRIVECAMBRIDGE CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176210200 MAIL ADDRESS: STREET 1: SAPIENT CORPORATION STREET 2: ONE MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02142 SC 13G/A 1 SAPIENT CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)(1) SAPIENT CORPORATION ------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE -------------------------------------- (Title of Class of Securities) 803062 10 8 -------------- (CUSIP Number) (1) 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). 2 SCHEDULE 13G CUSIP NO. 803062 10 8 PAGE 2 OF 8 PAGES ----------- --- --- - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) J. Stuart Moore - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United State of America - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 4,379,700 shares (Includes 1,867,745 shares held by the J. Stuart Moore Eight Year Qualified Annuity Trust - 1996, of which Mr. Moore is the sole Trustee.) NUMBER OF ------------------------------------------------------------- SHARES 6. SHARED VOTING POWER BENEFICIALLY 0 shares. Mr. Moore's wife shares voting control over OWNED BY 13,860 shares held by the J. Stuart Moore Irrevocable EACH Trust of which she is a co-trustee. REPORTING ------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 4,379,700 shares (Includes 1,867,745 shares held by the J. Stuart Moore Eight Year Qualified Annuity Trust - 1996, of which Mr. Moore is the sole trustee.) ------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 959,240 shares (Composed of 521,027 shares held by the J. Stuart Moore Two Year Qualified Annuity Trust - 1998, and 438,213 shares held by the J. Stuart Moore Remainder Trust. Mr. Moore is a co-trustee of each of these trusts and shares dispositive power over the shares held by the trusts.) Mr. Moore's wife has shared dispositive control over 13,860 shares held by the J. Stuart Moore Irrevocable Trust, of which she is a co-trustee. - ------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Mr. Moore has or shares voting or investment control over 5,338,940 Shares (Includes 521,027 shares held by the J. Stuart Moore Two Year Qualified Annuity Trust - 1998, 1,867,745 shares held by the J. Stuart Moore Eight Year Qualified Annuity Trust- 1996 and 438,213 shares held by the J. Stuart Moore Remainder Trust.) Mr. Moore's wife has or shares voting or investment control with respect to 13,860 shares held by the J. Stuart Moore Irrevocable Trust of which she is a co-trustee. Mr. Moore disclaims beneficial ownership of the shares held by the trusts except to the extent of his proportionate pecuniary interest therein. - -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.1% - -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 3 SCHEDULE 13G CUSIP NO. 803062 10 8 PAGE 3 OF 8 PAGES ----------- --- --- - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) J. Stuart Moore Eight Year Qualified Annuity Trust - 1996 - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 1,867,745 shares (voting control of these shares is held by Mr. Moore, the sole trustee of the trust). NUMBER OF ------------------------------------------------------------- SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY 0 Shares. EACH ------------------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON 1,867,745 Shares (dispositive control of these shares is WITH held by Mr. Moore, the sole trustee of the trust). ------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 Shares. - -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,867,745 shares are held by the J. Stuart Moore Eight Year Qualified Annuity Trust - 1996. - -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable - -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.0% - -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 4 CUSIP NO. 803062 10 8 - --------------------- ITEM 1(a) NAME OF ISSUER: Sapient Corporation ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: One Memorial Drive Cambridge, Massachusetts 02142 ITEM 2(a) NAME OF PERSON FILING: J. Stuart Moore for himself and on behalf of the J. Stuart Moore Eight Year Qualified Annuity Trust - 1996 ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: J. Stuart Moore c/o Sapient Corporation One Memorial Drive Cambridge, MA 02142 The J. Stuart Moore Eight Year Qualified Annuity Trust - 1996 receives its mail c/o Mr. Moore. ITEM 2(c) CITIZENSHIP: Mr. Moore is a citizen of the United States of America. The J. Stuart Moore Eight Year Qualified Annuity Trust - 1996 is organized under the laws of the Commonwealth of Massachusetts. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value per share. ITEM 2(e) CUSIP NUMBER: 803062 10 8 Page 4 of 8 5 CUSIP NO. 803062 10 8 - --------------------- ITEM 3 DESCRIPTION OF PERSON FILING: Not applicable. ITEM 4 OWNERSHIP: (a) AMOUNT BENEFICIALLY OWNED: Mr. Moore has or shares voting or investment control over 5,338,940 shares (Includes 521,027 shares held by the J. Stuart Moore Two Year Qualified Annuity Trust - 1998, 1,867,745 shares held by the J. Stuart Moore Eight Year Qualified Annuity Trust - 1996 and 438,213 shares held by the J. Stuart Moore Remainder Trust). Mr. Moore's wife has or shares voting or investment control with respect to 13,860 shares held by the J. Stuart Moore Irrevocable Trust, of which she is a co-trustee. Mr. Moore disclaims beneficial ownership of the shares held by the trusts except to the extent of his proportionate pecuniary interest therein. The J. Stuart Moore Eight Year Qualified Annuity Trust - 1996 holds 1,867,745 shares. (b) PERCENT OF CLASS: Mr. Moore has or shares voting or investment control over shares representing 20.1% of the issuer's outstanding stock. The J. Stuart Moore Eight Year Qualified Annuity Trust - 1996 holds shares representing 7.0% of the issuer's outstanding stock. (c) NUMBER OF SHARES AS TO WHICH PERSON HAS: (i) sole power to vote or to direct the vote: Mr. Moore has sole power to direct the vote of 4,379,700 shares. (Includes 1,867,745 shares held by the J. Stuart Moore Eight Year Qualified Annuity Trust - 1996, of which Mr. Moore is the sole trustee.) (ii) shared power to vote or to direct the vote: Page 5 of 8 6 CUSIP NO. 803062 10 8 ----------- Mr. Moore has shared power to direct the vote of 0 shares. Mr. Moore's wife has shared voting control over 13,860 shares held by the J. Stuart Moore Irrevocable Trust, of which she is a co-trustee. (iii) sole power to dispose or to direct the disposition of: Mr. Moore has sole power to dispose of 4,379,700 shares. (Includes 1,867,745 shares held by the J. Stuart Moore Eight Year Qualified Annuity Trust - 1996, of which Mr. Moore is the sole trustee.) (iv) shared power to dispose or to direct the disposition of: Mr. Moore has shared dispositive power over 959,240 shares (Composed of 521,027 shares held by the J. Stuart Moore Two Year Qualified Annuity Trust - 1998, and 438,213 shares held by the J. Stuart Moore Remainder Trust. Mr. Moore is a co-trustee of each of these trusts and shares dispositive power over the shares held by the trusts.) Mr. Moore's wife has shared dispositive control over 13,860 shares held by the J. Stuart Moore Irrevocable Trust, of which she is a co-trustee. 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: During the term of the J. Stuart Moore Eight Year Qualified Annuity Trust - 1996 Mr. Moore is the only beneficiary of such trust. During the term of the J. Stuart Moore Two Year Qualified Annuity Trust - 1998 Mr. Moore, Mr. Moore's wife and Mr. Moore's children are the beneficiaries of such trust. Mr. Moore's children are the beneficiaries of the J. Stuart Moore Remainder Trust. Page 6 of 8 7 CUSIP NO. 803062 10 8 - --------------------- Mr. Moore's wife and children are the beneficiaries of the J. Stuart Moore Irrevocable Trust. 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 7 of 8 8 CUSIP NO. 803062 10 8 - --------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: February 12, 1999 /s/ J. Stuart Moore -------------------------------------------- J. Stuart Moore, individually and as a trustee of the J. Stuart Moore Two Year Qualified Annuity Trust-1998, the J. Stuart Moore Eight Year Qualified Annuity Trust-1996 and the J. Stuart Moore Remainder Trust /s/ Paul E. George --------------------------------------------- Paul E. George, Esq., individually and as co-trustee of the J. Stuart Moore Gift Trust of 1995, the J. Stuart Moore Two Year Qualified Annuity Trust-1998, the J. Stuart Moore Eight Year Qualified Annuity Trust-1996, the J. Stuart Moore Remainder Trust and the J. Stuart Moore Irrevocable Trust Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----