SCHEDULE 13G/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
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
Estate of Gerhard J. 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 (2):
| 5) Sole Voting Power |
Class A Class B(1) |
97,039 97,039
| 6) Shared Voting Power |
Class A Class B |
-0- -0-
| 7) Sole Dispositive Power |
Class A Class B |
-0- -0-
| 8) Shared Dispositive Power(3) |
Class A Class B(1) |
97,039 97,039
| (1) |
Class B Stock is convertible into Class A Stock on a one for one basis. |
| (2) |
On or about January 16, 2015, the Estate of Gerhard J. Neumaier transferred all of its 375,518 shares of Class B Common Stock to the Gerhard J. Neumaier Testamentary Trust U/A FOURTH (the “Trust”). Specifically, 340,437 shares of Class B Common Stock were transferred to subtrust A of the Trust and 35,081 shares of Class B Common Stock were transferred to subtrust B of the Trust. On July 21, 2015, the Trust (namely, subtrust B) sold 35,081 shares of Class A Common Stock (which had been converted from Class B Common Stock) and on July 22, 2015, the Trust (namely, Subtrust A) sold an additional 243,398 shares of Class A Common Stock (which had also been converted from Class B Common Stock). |
| (3) |
Messrs. Gerhard J. Neumaier (deceased, 2013), Frank B. Silvestro, Ronald L. Frank, and Gerald A. Strobel entered into a Stockholders’ Agreement dated May 12, 1970, as amended January 24, 2011, which governs the sale of certain shares of Ecology and Environment, Inc. common stock (now classified as Class B Common Stock) owned by them, certain children of those individuals and any such shares subsequently transferred to their spouses and/or children outright or in trust for their benefit upon the demise of a signatory to the Agreement (“Permitted Transferees”). The Agreement provides that prior to accepting a bona fide offer to purchase some or all of their shares of Class B Common Stock governed by the Agreement, that the selling party must first allow the other signatories to the Agreement (not including any Permitted Transferee) 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 Class B (1)
97,039 97,039
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 Class B
Common Stock (2) Common Stock (2)
3.2% 7.4%
12) Type of Reporting Person:
Other
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: |
Estate of Gerhard J. Neumaier
| Item 2(b): |
Address of Principal Business Office: |
284 Mill Road, East Aurora, New York 14052
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)
278878 10 3
| Item 4(a): |
Amount Beneficially Owned: (1)(2)(3)(4)(5) |
| Item 4(b): |
Percent of Class: |
| Item 4(c)(i): |
Sole Power to Vote or to direct the vote: |
| Item 4(c)(ii): |
Shared Power to Vote or to direct the vote: |
| Item 4(c)(iii): |
Sole Power to dispose or to direct the disposition of: |
| Item 4(c)(iv): |
Shared Power to dispose or to direct the disposition of: |
| (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. |
| (3) |
Messrs. Gerhard J. Neumaier (deceased, 2013), Frank B. Silvestro, Ronald L. Frank, and Gerald A. Strobel entered into a Stockholders’ Agreement dated May 12, 1970, as amended January 24, 2011, which governs the sale of certain shares of Ecology and Environment, Inc. common stock (now classified as Class B Common Stock) owned by them, certain children of those individuals and any such shares subsequently transferred to their spouses and/or children outright or in trust for their benefit upon the demise of a signatory to the Agreement (“Permitted Transferees”). The Agreement provides that prior to accepting a bona fide offer to purchase some or all of their shares of Class B Common Stock governed by the Agreement, that the selling party must first allow the other signatories to the Agreement (not including any Permitted Transferee) 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. |
| (4) |
There are 2,980,961 shares of Class A Common Stock outstanding and 1,305,718 shares of Class B Common Stock outstanding as of August 3, 2015. |
| (5) |
On or about January 16, 2015, the Estate of Gerhard J. Neumaier transferred all of its 375,518 shares of Class B common stock to the current Reporting Person; namely, the Gerhard J. Neumaier Testamentary Trust U/A FOURTH (the “Trust”). Specifically, 340,437 shares of Class B Common Stock were transferred to subtrust A of the Trust and 35,081 shares of Class B Common Stock were transferred to subtrust B of the Trust. On July 21, 2015, the Trust (namely, Subtrust B) sold 35,081 shares of Class A Common Stock (which had been converted from Class B Common Stock) and on July 22, 2015, the Trust (namely, Subtrust A) sold an additional 243,398 shares of Class A Common Stock (which had also been converted from Class B Common Stock. |
| 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
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. |
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Date:
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October 6, 2015
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Signature:
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By:
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s/ Ellen E. Neumaier
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Ellen E. Neumaier, Executrix
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Name/Title:
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Estate of Gerhard J. Neumaier
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