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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 to Amendment No. 18 on Schedule 13G)
Volt Information Sciences, Inc.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
928703107
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(CUSIP Number)
Michael J. Shef, Esq.
Troutman Sanders, LLP
405 Lexington Avenue
New York, New York 10174
212-704-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 30, 2005
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D/A, and is filing this
schedule because of Rule 240.13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ]
CUSIP No. 928703107 13D Page 2 of 5 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jerome Shaw
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds:
OO (See Item 3)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization United States
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Number of 7. Sole Voting Power 515,511
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 2,688,605
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 515,511
Person With ------------------------------------------------------
10. Shared Dispositive Power 2,688,605
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,204,116
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11)
20.9%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 928703107 13D Page 3 of 5 Pages
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 4 hereof, Jerome Shaw and three
co-trustees are fiduciaries for the trusts described in Item 4. The shares whose
transfer created the obligation to file this Schedule 13D were transferred from
The Jerome Shaw Annuity Trust (the "Trust") into the trusts described in Item 4.
All of such trusts were created for estate planning purposes by Jerome Shaw (the
"Grantor"). These shares were personally held by the Grantor since the
organization of Volt Information Sciences, Inc., a New York corporation (the
"Issuer"), until the creation of the Trust. No funds or other consideration were
borrowed or otherwise obtained for the purposes of acquiring these shares in
order to place them into their respective trusts.
Item 4. Purpose of Transaction.
On March 30, 2005 the Trust terminated and an aggregate of 294,502 shares
of Common Stock held by the Trust were distributed as follows: 98,167 shares
into a trust for the benefit of Steven Shaw (the "Steven Trust"), 98,167 shares
into a trust for the benefit of Michael Shaw (the "Michael Trust") and 98,168
shares into a trust for the benefit of Rachel Shaw (the "Rachel Trust"). Four
trustees were appointed as fiduciaries for each trust: Lloyd Frank, Jerome Shaw,
Steven Shaw and Michael Shaw. Steven Shaw, Michael Shaw and Rachel Shaw are the
children of the Grantor. Lloyd Frank is a director of the Issuer. Except as has
been publicly announced, there are no plans or proposals which Jerome Shaw may
have which relate to or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to section 12(g)(4) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"); or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of March 30, 2005, Jerome Shaw may be deemed to be the
"beneficial owner" (as set forth in Rule 13d-3 under the Exchange Act) of
3,204,116 shares of Common Stock presently outstanding, of which 2,698,864
shares are directly beneficially owned by him, and
CUSIP No. 928703107 13D Page 4 of 5 Pages
505,252 shares are indirectly beneficially owned, constituting in the aggregate
approximately 20.9% of the outstanding shares of Common Stock (based on the
number of shares of Common Stock represented by the Issuer in its filing on Form
10-Q for the fiscal quarter ended January 30, 2005 to be outstanding as of March
4, 2005). The number of shares as to which Jerome Shaw has:
sole power to vote or to direct the vote is 515,511*
shared power to vote or direct the vote is 2,688,605
sole power to dispose or to direct the disposition of is 515,511*
shared power to dispose or to direct the disposition of is 2,688,605
* The aggregate of ESOP and Plan (as such terms are defined below) share
ownership has been rounded to the nearest whole number.
Pursuant to the rules of the Securities and Exchange Commission respecting
beneficial ownership, included are 45,000 shares which are not actually
outstanding, but which are issuable upon exercise of an option held by Jerome
Shaw, which is presently exercisable in full. Such shares are also considered
outstanding for the purpose of computing the "Percent of Class" above. Also
included are (i) 2,870.2573 shares held for the undersigned's benefit under the
Company's Employee Stock Ownership Plan (the "ESOP") as at July 31, 2005, which
ESOP was merged into the Company's 401(k) Savings Plan (as merged, the "Plan")
as of January 1, 2000; however, separate accounts are maintained for the shares
held under the ESOP and Savings Plan features of the Plan, (ii) 20,610.068
shares held for the undersigned under the Savings Plan feature of the Plan as at
July 31, 2005, (iii) 2,183,353 shares owned by the undersigned and his wife as
trustees of a revocable trust for their benefit or as community property, as to
which they have shared voting and investment power (pursuant to the terms of
which the undersigned may demand that these shares be transferred back to him at
any time), (iv) an aggregate of 447,031 shares owned by the undersigned as
trustee under two trusts, one for the undersigned's benefit and the other for
the benefit of one of his children (the reporting of the shares held as trustee
for the benefit of one of his children is not an admission of beneficial
ownership of such 233,435 shares), (v) 201,250 shares owned of record by the
undersigned and his wife as trustees for one of his children (as to which the
undersigned and his wife may be deemed to have shared voting and investment
power, the reporting of which shares is not an admission of beneficial ownership
of such 201,250 shares) and (vi) 9,500 shares held in a family foundation (the
reporting of which shares is not an admission of beneficial ownership of such
9,500 shares).
Jerome Shaw also shares the power to vote or to direct the vote or to
dispose or to direct the disposition of the 294,502 shares in the Steven Trust,
the Michael Trust and the Rachel Trust with Lloyd Frank, an individual and a
citizen of the United States who is Of Counsel to Troutman Sanders LLP, counsel
to the Issuer, and a director of the Issuer with an address at 405 Lexington
Avenue, New York, New York 10174, Steven Shaw, an individual and a citizen of
the United States who is a son of Jerome Shaw and a beneficiary of one of the
trusts and a director and co-chief
CUSIP No. 928703107 13D Page 5 of 5 Pages
executive officer of the Issuer with an address at c/o Volt Information
Sciences, Inc., 560 Lexington Avenue, New York, New York 10022 and Michael Shaw,
an individual and a citizen of the United States who is a son of Jerome Shaw and
a beneficiary of one of the trusts who is a therapist/psychologist with an
address at 700 27th Street, Manhattan Beach, California, 90266. To the knowledge
of Jerome Shaw, none of Lloyd Frank, Steven Shaw or Michael Shaw has during the
last five years: (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which proceeding, they were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
In addition, 6,750 shares of Common Stock are beneficially owned by the
undersigned's wife as to which shares the undersigned disclaims beneficial
ownership.
(c), (d), and (e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D/A is true, complete
and correct.
/s/ Jerome Shaw
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JEROME SHAW
DATED: January 19, 2006