0001104659-05-014834.txt : 20120614 0001104659-05-014834.hdr.sgml : 20120614 20050401200040 ACCESSION NUMBER: 0001104659-05-014834 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050404 DATE AS OF CHANGE: 20050401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Giner A Silvana CENTRAL INDEX KEY: 0001322009 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 617 526 6327 MAIL ADDRESS: STREET 1: C/O WILMER CUTLER PICKERING HALE DORR STREET 2: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEANE INC CENTRAL INDEX KEY: 0000054883 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 042437166 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-18332 FILM NUMBER: 05727259 BUSINESS ADDRESS: STREET 1: TEN CITY SQ CITY: BOSTON STATE: MA ZIP: 02129 BUSINESS PHONE: 6172419200 MAIL ADDRESS: STREET 1: TEN CITY SQ CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: KEANE ASSOCIATES INC DATE OF NAME CHANGE: 19800826 SC 13G 1 a05-6188_1sc13g.htm SC 13G

 

UNITED STATES

 

 

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), (c) and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Keane, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

48666510

(CUSIP Number)

 

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

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).

 



 

CUSIP No.  48666510

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
A. Silvana Giner

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
Not applicable.

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power 
6,288,558 shares

 

7.

Sole Dispositive Power 
0 shares

 

8.

Shared Dispositive Power
6,288,558 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,288,558 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not applicable.

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.11% (1)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1) Based on 62,183,559 shares of Keane Inc. common stock outstanding as of December 31, 2004.

 

2



 

Item 1.

 

(a)

Name of Issuer
Keane, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
100 City Square
Boston, MA 02129

 

Item 2.

 

(a)

Name of Person Filing
A. Silvana Giner

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109

 

(c)

Citizenship
United States.

 

(d)

Title of Class of Securities
Common stock, $0.10 par value per share.

 

(e)

CUSIP Number
48666510

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3



 

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:    

6,288,558 shares

 

(b)

Percent of class:   

10.11%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0 shares

 

 

(ii)

Shared power to vote or to direct the vote    

6,288,558 shares

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0 shares

 

 

(iv)

Shared power to dispose or to direct the disposition of   

6,288,558 shares

 

 

All of the 6,288,558 shares of Common Stock which Ms. Giner shares power to vote or direct the vote of, and to dispose or direct the disposition of, are held by Ms. Giner and one other individual as trustees of six trusts of which the adult children of Marilyn T. Keane and John F. Keane are beneficiaries. Ms. Giner became a trustee of these trusts on November 16, 1999. Ms. Giner is filing this Schedule 13G to report her beneficial ownership as of December 31, 2004.

 

Ms. Giner disclaims beneficial ownership, pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, of all of the shares held by these six trusts.

 

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   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Ms. Giner shares with Marilyn T. Keane the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares held by three trusts of which the adult children of Marilyn T. Keane and John F. Keane are beneficiaries. The shares in these three trusts relate to more than five percent of the outstanding Common Stock of Keane, Inc.  Marilyn T. Keane’s beneficial ownership is reported on a Schedule 13G/A filed on February 14, 2003.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

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

 

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.

 

4



 

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.

 

 

April 1, 2005

 

Date

 


/s/ A. Silvana Giner

 

Signature

 


A. Silvana Giner

 

Name/Title

 

5