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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
QuesTech, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74835710
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*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).
Page 1 of 8 pages
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CUSIP NO. 74835710 13G PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vincent L. Salvatori
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
37,888
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 150,410
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 12,000
8 SHARED DISPOSITIVE POWER
150,410
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,298
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 8 pages
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CUSIP NO. 74835710 13G PAGE 3 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sebastian L. Musco
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
150,480
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 150,480
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,480
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 8 pages
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ITEM 1.
(a) NAME OF ISSUER: QuesTech, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
200 Harry S. Truman Parkway, Suite 330
Annapolis, MD 21401
ITEM 2.
(a) NAME OF PERSON FILING:
1. Vincent L. Salvatori
2. Sebastian P. Musco
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
1. 200 Harry S. Truman Parkway, Suite 330
Annapolis, MD 21401
2. 200 Harry S. Truman Parkway, Suite 330
Annapolis, MD 21401
(c) CITIZENSHIP:
The reporting persons are U.S. citizens.
(d) TITLE AND CLASS OF SECURITIES:
Common Stock
(e) CUSIP NUMBER: 74835710
ITEM 3. INFORMATION REQUIRED WHERE STATEMENT FILED PURSUANT TO
RULE 13d-1(b) or 13d-2(b)
Not applicable.
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ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED
1. Vincent L. Salvatori . . . . . . . . 188,298
This number includes 150,410 shares jointly
held by Mr. Salvatori and his spouse;
25,888 shares over which he has sole voting
power pursuant to an agreement with the
shareholder; and 12,000 shares granted
under options currently exercisable under
option plans of the Issuer. It does not
include 60,000 shares granted under options
not currently exercisable, or 176,331 shares
held in the Stock Employee Compensation
Trust (the "SECT") of which Mr. Salvatori is
one of five trustees. In addition, Mr.
Salvatori has the ability to direct the vote
of 72,000 shares held in the SECT as the
holder of unexercised options for 72,000
shares.
2. Sebastian P. Musco . . . . . . . . . 150,480
This number includes 149,480 shares held by
Mr. Musco as Trustee of the Musco Family
Trust, and 1,000 shares granted under
options currently exercisable under option
plans of the Issuer; it does not include
5,000 shares granted under options not
currently exercisable, or 176,331 shares
held in the SECT of which Mr. Musco is one
of five trustees. In addition, Mr. Musco has
the ability to direct the vote of 6,000
shares held in the SECT as the holder of
unexercised options for 6,000 shares.
(b) PERCENT OF CLASS
1. Vincent L. Salvatori . . . . . . . . . 11.7%
2. Sebastian P. Musco . . . . . . . . . . 9.3%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
1. Vincent L. Salvatori . . . . . 37,888
2. Sebastian P. Musco . . . . . . 150,480
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(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
1. Vincent L. Salvatori . . . . . 150,410
2. Sebastian P. Musco . . . . . . 0
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
1. Vincent L. Salvatori . . . . . 12,000
2. Sebastian P. Musco . . . . . . 150,480
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
1. Vincent L. Salvatori . . . . . 150,410
2. Sebastian P. Musco . . . . . . 0
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
None.
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:
A group is filing this schedule pursuant to Rule 13d-1(c). An
exhibit is attached stating the identity of each member of the
group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
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ITEM 10. CERTIFICATION
Not applicable since the statement is not being filed pursuant to
Rule 13d-1(b).
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 1998 By: /s/ VINCENT L. SALVATORI
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Vincent L. Salvatori
By: /s/ SEBASTIAN P. MUSCO
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Sebastian P. Musco
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EXHIBITS
Exhibit 1. MEMBERS OF THE GROUP
The members of the group filing this Schedule 13G are Vincent L.
Salvatori and Sebastian P. Musco. They are parties to a Fourth Shareholders
Agreement of QuesTech, Inc., dated December 16, 1983, as amended, under which
they have agreed to vote their respective shares for one another as directors of
the Issuer.
Exhibit 2. JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13G (including amendments thereto) with respect
to the Common Stock of QuesTech, Inc., and further agree that this Joint Filing
Agreement be included as an exhibit to such Statement.
In evidence of this, the undersigned hereby execute this Agreement
this 13th day of February, 1998.
By: /s/ VINCENT L. SALVATORI
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Vincent L. Salvatori
By: /s/ SEBASTIAN P. MUSCO
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Sebastian P. Musco
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