-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qRlhvGeW57Wmej7TaG8/IXIl+2cNY6k184cGF1iufNUz28td6zdteVPsXRG1ezg9 dJ0y/+Lr2tTbITb8zlCq2A== 0000950152-95-000142.txt : 19950214 0000950152-95-000142.hdr.sgml : 19950214 ACCESSION NUMBER: 0000950152-95-000142 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950213 SROS: AMEX 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: 95509148 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEUMAIER GERHARD J CENTRAL INDEX KEY: 0000933326 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 368 PLEASANTVIEW DRIVE CITY: LANCASTER STATE: NY ZIP: 14086 BUSINESS PHONE: 7166848060 MAIL ADDRESS: STREET 2: 368 PLEASANTVIEW DRIVE CITY: LANCASTER STATE: NY ZIP: 14086 SC 13G/A 1 GERHARD J. NEUMAIER SC 13G/A 1 SCHEDULE 13G (AMENDMENT NO. 7) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNDER THE SECURITIES EXCHANGE ACT OF 1934 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) 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 filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). 2 CUSIP NO.: 278878 10 3 1) Name of Reporting Persons ------------------------- 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: ------------------------------------------------------------ 5) Sole Voting Power Class A(1)(2) Class B ------- ------- 346,419 345,894 6) Shared Voting Power Class A Class B ------- ------- -0- -0- 7) Sole Dispositive Power Class A Class B ------- ------- 525 -0- 8) Shared Dispositive Power(3) Class A(1) Class B(2) ------- ------- 345,894 345,894 (1) Class B Stock is convertible into Class A Stock on a one for one basis. (2) Includes 525 shares of Class A Common Stock owned by Mr. Gerhard J. Neumaier's individual retirement account. Does not include any shares owned by Mr. Neumaier's spouse or children. (4) Messrs. Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel entered into a Stockholders' Agreement in 1970 which governs the sale of an aggregate of 1,283,118 shares of Class B Common Stock owned by them, certain members of their families and a former spouse. The Agreement provides that prior to accepting a bona fide offer to purchase all or any part of those 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 Page 2 of 7 3 offer on the same terms and conditions proposed by the offer. 9) Aggregate Amount Beneficially Owned by Reporting Person: ------------------------------------------------------- Class A Class B ------- ------- 346,419 345,894 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 Common Stock ------------ ------------ 13.2% 18.5% 12) Type of Reporting Person: ------------------------ Individual Page 3 of 7 4 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 Pleasantview Drive, Lancaster, New York ITEM 2(A): NAME OF PERSON FILING: --------------------- Gerhard J. Neumaier ITEM 2(B): ADDRESS OF PRINCIPAL BUSINESS OFFICE: ------------------------------------ 368 Pleasantview 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 BENEFICALLY OWNED:(1)(2)(3)(4)(5)(6) ------------------------- Class A Class B ------- ------- 346,419 345,894 ITEM 4(B): PERCENT OF CLASS: ---------------- Class A Class B ------- ------- 13.2% 18.5% Page 4 of 7 5 ITEM 4(C)(I): Sole Power to Vote or to direct the vote - Class A Class B ------- ------- 346,419 345,894 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 ------- ------- 525 - 0 - ITEM 4(C)(IV): Shared Power to dispose or to direct the disposition of - Class A Class B ------- ------- 345,894 345,894 - --------------- (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 29,374 shares (7,350 shares of Class A Common Stock and 22,024 shares of Class B Common Stock) owned by the Company's Defined Contribution Plan of which Messrs. Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank, and Gerald A. Strobel constitute four Page 5 of 7 6 of five Trustees, nor 5,250 shares of Class A Common Stock owned by the Company's defined Benefit Plan. (4) Messrs. Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel entered into a Stockholders' Agreement in 1970 which governs the sale of an aggregate of 1,283,118 shares of Class B Common Stock owned by them, certain members of their families and a former spouse. The Agreement provides that prior to accepting a bona fide offer to purchase all or any part of those 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 2,271,676 shares of Class A Common Stock outstanding and 1,866,816 shares of Class B Common Stock outstanding as of December 31, 1994. (6) Includes 525 shares of Class A Common Stock owned by Mr. Gerhard J. Neumaier's individual retirement account. Does not include any shares owned by Mr. Neumaier's spouse or children. 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 10: CERTIFICATION: ------------- Not Applicable Page 6 of 7 7 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 9, 1995 - ---- ------------------------------------- Signature: Gerhard J. Neumaier - --------- ------------------------------------- Name/Title: Gerhard J. Neumaier, President & Director - ---------- ----------------------------------------- Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----