Schedule 13G Page 1 of 6
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Ventana Medical Systems
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(Name of Issuer)
Common
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(Title of Class of Securities)
92276H 10 6
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(CUSIP Number)
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(Date of Event which Requires Filing of this Statement)
Check the following 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 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).
Schedule 13G Page 2 of 6
CUSIP No. 92276H 10 6
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1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons
(entities only).
(a) U.S. Trust Corporation* 13-2927955
(b) United States Trust Company of New York 13-5459866
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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
New York
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5. Sole Voting Power
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 6. Shared Voting Power
OWNED BY
EACH
REPORTING See Item 5, p. 5
PERSON ------------------------------------------------------------
WITH 7. Sole Dispositive Power
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8. Shared Dispositive Power
Same
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
Same
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10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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11. Percent of Class Represented by Amount in Row 11
Same
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12. Type of Reporting Person (See Instructions)
#1(a) - HC
#1(b) - BK
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* - U.S. Trust Corporation is a wholly-owned direct subsidiary of The
Charles Schwab Corporation. Each entity files reports completely separate
and independent from the other. Correspondingly, neither entity shares
with the other any information and/or power with respect to either the
voting and/or disposition of the securities reported by each.
Schedule 13G Page 3 of 6
Item 1. (a) Name of Issuer
Ventana Medical Systems, Inc
(b) Address of Issuer's Principal Executive Offices
3865 North Business Center Dr
Tucson, Az 85705
Item 2. (a) Name of Person Filing
U.S. Trust Corporation
United States Trust Company of New York
(b) Address of Principal Business Office or,
if none, Residence
114 W 47th St
NY, NY 10036
(c) Citizenship
U.S.
(d) Title of Class of Securities
Common
(e) CUSIP Number
92276H 10 6
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION
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 advisor in accordance with
Section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with Section 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 Section
240.13d-1(b)(1)(ii)(J).
Page 4 of 6
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: See Item 5, p. 5
(b) Percent of class:
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the
disposition of
(iv) Shared power to dispose or to direct the
disposition of
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Section 240.13d3(d)(1).
Schedule 13G Page 5 of 6
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 [X].
Instruction: Dissolution of a group requires a response
to this item.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
If any other person is known to have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in
response to this item and, if such interest relates to
more than five percent of the class, such person should
be identified. A listing of the shareholders of an
investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not
required.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule,
pursuant to Rule 13d(b)(ii)(G), so indicate under Item
3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant
to Rule 13d-1(c) or rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.
Item 8. IDENTIFICATION AND CLASSIFICATION OF THE MEMBERS OF
THE GROUP.
If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and
attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group
has filed this schedule pursuant to Section 240.13d-1(c)
or Section 240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the
security reported on will be filed, if required, by
members of the group, in their individual capacity. See
Item 5.
Item 10. CERTIFICATION.
(a) The following certification shall be included if
the statement is filed pursuant to section
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 the
purpose 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.
(b) The following certification shall be included if
the statement is filed pursuant to section
240.13d-1(c):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose 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.
Schedule 13G Page 6 of 6
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.
2/12/02
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Date
/s/ Joseph A. Tricarico
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Signature
Authorized Agent/Vice President and Trust Counsel
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)