SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2 )*
OP-TECH ENVIRONMENTAL SERVICES, INC.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
683815104
(CUSIP Number)
STEVEN A. SANDERS
BECKMAN, MILLMAN &
SANDERS, L.L.P.
116 JOHN STREET,
SUITE 1313
NEW YORK, NEW YORK 10038
212-406-4700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
DECEMBER 31, 1997
(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
which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid
with this statement [ ]. (A fee is not
required only if the reporting
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 filed no amendment subsequent
thereto reporting beneficial ownership of less than
five percent of such class. See Rule 13d-7.)
CUSIP No. 683815104
1)Names of Reporting Persons S.S.or I.R.S.
Identification Nos. of Above Persons
O'BRIEN & GERE LIMITED
2)Check the Appropriate Box if a Memberof a Group
(See Instructions)
(a) [ ]
(b) [ X]
3)SEC Use Only
4)Source of Funds (See Instructions)
00
5)Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
[ ]
6) Citizenship or Place of Organization
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7)Sole Voting Power
3,148,200
8)Shared Voting Power
NONE
9)Sole Dispositive Power
3,148,200
10)Shared Dispositive Power
NONE
11)Aggregate Amount Beneficially Owned by Each
Reporting Person
3,148,200
12)Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
(See Instructions)
13)Percent of Class Represented by Amount in row (11)
27%
14)Type of Reporting Person (SeeInstructions)
CO
Item 1. Security and Issuer
Common Stock, par value $.01 OP-TECH Environmental Services, Inc.
6392 Deere Road
Syracuse, NY 13206
Item 2. Identity and background
(a-c) O'Brien & Gere Limited is a
corporation organized
under the laws of the State of New York with its
principal business and executive offices located at
5000 Brittonfield Parkway, Syracuse, New York 13221.
Its principal business is acting as a holding
company.
(d) None
(e) None
Item 3. Source and Amount of Funds or Other
Consideration
No funds were required as this transaction
involved the conversion of indebtedness in the
principal amount of $540,000 payable by the Issuer
to O'Brien & Gere Limited.
Item 4. Purpose of the Transaction
The purpose of the transaction was to convert debt
into
equity. None of its plans relate or would result in
anything contemplated by Items (a) through (j).
Item 5. Interest in Securities of the Issuer
(a) The approximate aggregate percentage
of Shares reported beneficially owned:
Number of Shares Owned Percentage of Class
3,148,200 27%
(b) Sole power to vote or direct the vote
and sole power to dispose or
direct the disposition of 3,148,200 shares.
(c) None
(d) None
(e) N/A
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer
The response to this question is contained in
Exhibit 1 to this Schedule which is expressly
incorporated by reference (Voting Agreement dated
March 25, 1998).
Item 7. Material to Be Filed as Exhibits
Exhibit Number 1 is a Voting Agreement by and
between
O'Brien & Gere Limited and OnBank & Trust Co.
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.
March 30, 1998
Date
/S/ DENNIS LERNER
Signature
Dennis Lerner, Secretary
Name/Title
EXHIBIT 1
VOTING AGREEMENT
AGREEMENT dated as of March 25, 1998, between
ONBANK & TRUST CO., ("OnBank") with a mailing
address at P.O. Box 4983, Syracuse, New York
13221-4983 and O'Brien & Gere Limited ("OBG") with
an office at 5000 Brittonfield Parkway, East
Syracuse, NY 13057.
W I T N E S S E T H
WHEREAS, OnBank will become a shareholder
of OP-TECH Environmental Services, Inc. ("OP-TECH")
through an exchange of debt for common stock and
OBG is presently a shareholder of OPTECH, and
WHEREAS, OnBank and OBG own approximately 49%
and 27% of the outstanding common stock of OP-TECH,
and
WHEREAS, the parties to this agreement are
desirous of establishing certain rights and
relationship between themselves,
NOW, THEREFORE, in consideration of the
mutual covenants contained herein, the parties
hereto covenant and agree as follows:
1. For a term of five (5) years from the date
hereof (the
"Term"), OBG covenants and agrees that so long
as it shall continue to own voting shares of
OP-TECH, it will vote all such shares in any
election of directors in such manner as to
elect up to two (2) nominees of OnBank to the
Board of Directors. In the event the OP-
TECH board of directors shall consist of
five (5) members, it shall support the
nomination of one (1) nominee to the board; in
the event of a larger board, it will support
the nomination of two (2) nominees to the
board.
2. Notwithstanding anything herein to the
contrary, OnBank & Trust Co. shall not at any
time be required or obligated to nominate any
persons for election to the Board of
Directors of Op-Tech.
3. OnBank has advised OBG that it is their
intention to
liquidate its common stock position in OP-TECH
during the period of the Term. While OBG has
not determined its policy regarding its
disposition of OP-TECH common stock, should it
elect to sell shares, it will not do so at a
faster rate than OnBank disposes of shares.
The parties recognize that they will
periodically confer to carry out the intent of
this paragraph.
4. This agreement shall be binding upon and
inure to the
benefit of the parties hereto and any person
or transferee to whom common stock of
OP-TECH is transferred ("Transferee")
(other than a Transferee who purchases such
stock in the public market) and the
respective heirs, executors, administrators,
successors and assigns of the parties (or
Transferee) hereto.
5. All matters relating to this
Agreement shall be
governed and construed by and under the laws of
the State of New York.
IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed as of the day and year
first above written.
OnBank & Trust Co.
BY:/S/WILLIAM R.
RACEY_________________
name:
title:
O'Brien & Gere
Limited
by:_CORNELIUS B.
MURPHY
name:
title:
