0000809933-13-000012.txt : 20130219 0000809933-13-000012.hdr.sgml : 20130219 20130215133457 ACCESSION NUMBER: 0000809933-13-000012 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130215 DATE AS OF CHANGE: 20130215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Neumaier Kevin S CENTRAL INDEX KEY: 0001441450 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 368 PLEASANT VIEW DRIVE CITY: LANCASTER STATE: NY ZIP: 14086 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECOLOGY & ENVIRONMENT INC CENTRAL INDEX KEY: 0000809933 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 160971022 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39143 FILM NUMBER: 13618726 BUSINESS ADDRESS: STREET 1: 368 PLEASANTVIEW DR CITY: LANCASTER STATE: NY ZIP: 14086 BUSINESS PHONE: 7166848060 MAIL ADDRESS: STREET 1: 368 PLEASANTVIEW DRIVE CITY: LANCASTER STATE: NY ZIP: 14086 SC 13G/A 1 form13ga.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A
(Amendment No. 2)



INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)


ECOLOGY AND ENVIRONMENT, INC.
Name of Issuer

Class A Common Stock
(Class B Common Stock is Convertible into Class A Common Stock on a one for one basis)
(Title of Class of Securities)

278878 10 3
(CUSIP Number)


December 31, 2012
(Date of Event Which Requires Filing of this Statement)




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.:  278878 10 3

1.
Name of Reporting Persons.
Kevin S. Neumaier
 
 
 
 
 
2.
Check the Appropriate Box if a Member of a Group.
Not Applicable.
 
 
 
 
 
3.
Securities and Exchange Commission use only.
 
 
 
 
 
 
 
 
4.
Citizenship or Place of Organization.
United States
 
 
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
 
 
 
 
 
5.
Sole Voting Power
Class A (2)
 
Class B (1)
 
 
122,401
 
114,878
 
 
 
 
 
6.
Shared Voting Power
Class A(3)
 
Class B
 
 
-0-
 
-0-
 
 
 
 
 
7.
Sole Dispositive Power
Class A
 
Class B
 
 
7,523
 
-0-
 
 
 
 
 
8.
Shared Dispositive Power(3)(4)
Class A (3)
 
Class B (1)
 
 
114,878
 
114,878
 
 
 
 
 

(1) Class B Stock is convertible into Class A Stock on a one for one basis.

(2) Does not include 2,831 shares of Class A Common Stock owned by Mr. Neumaier's spouse, as to which he disclaims beneficial ownership.  Includes 1,120 shares of Class A Common Stock owned by Mr. Neumaier's 401(k) plan account.  Includes 2 shares of Class A Common Stock owned by a Partnership in which Mr. Neumaier is a general partner.

(3) Does not include 3,400 shares of Class A Common Stock held in equal amounts by Mr. Neumaier as Custodian for his two children, as to which he disclaims beneficial ownership.

(4) Messrs. Gerhard J. Neumaier, Silvestro, Frank, and Strobel entered into a Stockholders' Agreement dated May 12, 1970, as amended January 24, 2011, which governs the sale of certain shares of common stock owned by them and the children of those individuals.  The Agreement provides that prior to accepting a bona fide offer to purchase the certain covered part of their shares, each party must first allow the other members to the Agreement the opportunity to acquire on a pro rata basis, with right of over-allotment, all of such shares covered by the offer on the same terms and conditions proposed by the offer.

9.
Aggregate Amount Beneficially Owned by Reporting Person:
Class A (2)(3)
 
Class B
 
 
122,401
 
114,878
 
 
 
 
 
10.
Check box if the aggregate amount in Row 9 excludes certain shares.        □
 
 
 
 
 
 
 
 
 
 
 
 
11.
Percent of Class Represented by Amount in Row 9:
Class A
Common Stock (2)(3)
 
Class B
Common Stock
 
 
4.5%
 
7.0%
 
 
 
 
 
 
 
 
12.
Type of Reporting Person:
Individual
 
 
 
 
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

Schedule 13G

Under the Securities Exchange Act of 1934


Item 1(a):
Name of Issuer:
Ecology and Environment, Inc.
 
 
 
 
 
Item 1(b):
Address of Issuer's Principal Executive Offices:
368 Pleasant View Drive
Lancaster, New York
 
 
 
 
 
Item 2(a):
Name of Person Filing:
Kevin S. Neumaier
 
 
 
 
 
Item 2(b):
Address of Principal Business Office:
368 Pleasant View Drive
Lancaster, New York
 
 
 
 
 
Item 2(c):
Citizenship:
United States
 
 
 
 
 
Item 2(d):
Title of Class of Securities:
Class A Common Stock (Class B Common Stock is convertible into Class A Stock on a one for one basis)
 
 
 
 
 
Item 2(e):
CUSIP Number:
278878 10 3
 
 
 
 
 
Item 3:
Not Applicable
 
 
 
 
 
 
Item 4(a):
Amount Beneficially Owned: (1) (2) (3) (4) (5) (6)
Class A
 
Class B
 
 
122,401
 
114,878
 
 
 
 
 
Item 4(b):
Percent of Class:
Class A
 
Class B
 
 
4.5%
 
7.0%
 
 
 
 
 
Item 4(c)(i):
Sole Power to Vote or to direct the vote -
Class A
 
Class B
 
 
122,401
 
114,878
 
 
 
 
 
Item 4(c)(ii):
Shared Power to Vote or to direct the vote -
Class A
 
Class B
 
 
-0-
 
-0-
 
 
 
 
 
Item 4(c)(iii):
Sole Power to dispose or to direct the disposition of -
Class A
 
Class B
 
 
7,523
 
-0-
 
 
 
 
 
Item 4(c)(iv):
Shared Power to dispose or to direct the disposition of -
Class A
 
Class B
 
 
114,878
 
114,878
 
 
 
 
 
 
 
 
 
 

(1) Class B Stock is convertible into Class A Stock on a one for one basis.

(2) The Filing Person is deemed to be the beneficial owner of securities that may be acquired within 60 days through the exercise of exchange or conversion rights.  The shares of Class A Common Stock issuable upon conversion by any such shareholder are not included in calculating the number of shares or percentage of Class A Common Stock beneficially owned by any other shareholder.  Moreover, the table does not give effect to any shares of Class A Common Stock that may be issued pursuant to the Company's Incentive Stock Option Plan, none of which have been granted to the Filing Person.

(3) Does not include 3,400 shares of Class A Common Stock held in equal amounts by Mr. Neumaier as Custodian for his two children, as to which he disclaims beneficial ownership.

(4) Messrs. Gerhard J. Neumaier, Silvestro, Frank, and Strobel entered into a Stockholders' Agreement dated May 12, 1970, as amended January 24, 2011, which governs the sale of certain shares of common stock owned by them and the children of those individuals.  The Agreement provides that prior to accepting a bona fide offer to purchase the certain covered part of their shares, each party must first allow the other members to the Agreement the opportunity to acquire on a pro rata basis, with right of over-allotment, all of such shares covered by the offer on the same terms and conditions proposed by the offer.

(5) There are 2,600,144 shares of Class A Common Stock outstanding and 1,643,773 shares of Class B Common Stock outstanding as of December 31, 2012.

(6) Does not include 2,831 shares of Class A Common Stock owned by Mr. Neumaier's spouse as to which he disclaims beneficial ownership.  Includes 1,120 shares of Class A Common Stock owned by Mr. Neumaier's 401(k) plan account.  Includes 2 shares of Class A Common Stock owned by a Partnership in which Mr. Neumaier is a general partner.


Item 5:
Ownership of Five Percent or Less of a Class:
Not Applicable
 
 
 
 
 
Item 6:
Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
 
 
 
 
 
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:
Not Applicable
 
 
 
Item 9:
Notice of Dissolution of Group:
Not Applicable
 
 
 
Item 10:
Certification:
Not Applicable
 
 
 
 
 
 

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.

Date:
February 15, 2013
 
 
Signature:
/s/ Kevin S. Neumaier
 
 
Name/Title:
Kevin S. Neumaier, President