-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HVRP3XKKERIomYE+5+8cfhPIliQ28GqSlOise7Pwv9VjeWjLfkf5ZNdAYskiZpq6 vreeUIGA3KsUBux3Vo0isA== 0001027612-97-000043.txt : 19971020 0001027612-97-000043.hdr.sgml : 19971020 ACCESSION NUMBER: 0001027612-97-000043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971017 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 13D/A SEC ACT: SEC FILE NUMBER: 005-39143 FILM NUMBER: 97697393 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: CAMERON BAIRD FOUNDATION CENTRAL INDEX KEY: 0001003080 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1350 ONE M & T PLAZA CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168456000 MAIL ADDRESS: STREET 1: C/O KAYINOKY & COOK STREET 2: 120 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14202 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5)* Under the Securities Exchange Act of 1934 ECOLOGY AND ENVIRONMENT, INC. _________________________________________________________________ (Name of Issuer) Class A Common Stock - Par Value $.01 per share _________________________________________________________________ (Title of Class of Securities 278878-10-3 ____________________________ (CUSIP Number) Brent D. Baird 1350 One M&T Plaza Buffalo, New York 14203 (Phone: (716) 849-1484) _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 8, 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 __. *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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D Amendment No. 5 CUSIP NO. 278878-10-3 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) The Cameron Baird Foundation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX 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 7. SOLE VOTING POWER BENEFICIALLY OWNED 250,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 250,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.806% 14. TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 278878-10-3 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) First Carolina Investors, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 12,500 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 12,500 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.590% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Amendment No. 5 INTRODUCTION The acquisition of 231,200 shares ("Shares") of Class A Common Stock of the Issuer was reported by the Reporting Persons in Schedule 13D, which was filed with the Securities and Exchange Commission on June 20, 1997, as amended by Schedule 13D Amendment No. 1, which was filed with the Securities and Exchange Commission on July 16, 1997, as amended by Schedule 13D Amendment No. 2, which was filed with the Securities and Exchange Commission on July 31, 1997, as amended by Schedule 13D Amendment No. 3, which was filed with the Securities and Exchange Commission on August 22, 1997, as amended by Schedule 13D Amendment No. 4, which was filed with the Securities and Exchange Commission on September 29, 1997 ("Amendment No. 4"). Since the filing of Amendment No. 4, one of the Reporting Persons (The Cameron Baird Foundation) has purchased additional Shares, and a new Reporting Person (First Carolina Investors, Inc.) has purchased Shares. The number of Shares now held by the Reporting Persons is 272,500 Shares. The Cover Page for The Cameron Baird Foundation is hereby amended as shown in this Amendment No. 5. The Cover Page for First Carolina Investors, Inc. is hereby set forth in this Amendment No. 5. Items 2, 3 and 5 are hereby amended as shown in this Amendment No. 5. All other Items remain unchanged from the previous filings of Schedule 13D, as amended. ITEM 2. IDENTITY AND BACKGROUND. NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE REPORTING PERSONS SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL INTEREST. Item 2 is hereby amended as follows to provide information with respect to First Carolina Investors, Inc.: (3) FIRST CAROLINA INVESTORS, INC. First Carolina Investors, Inc. ("FCI") is executing and submitting information in this Schedule 13D with respect to its holdings of the Shares of the Issuer because Brent D. Baird, Chairman and a director of FCI, and Bruce C. Baird, a director of FCI, have beneficial ownership of approximately 22.5% and 13.7%, respectively, of the common stock of FCI; Brent D. Baird and Bruce C. Baird are brothers and their ownership of FCI common stock, when aggregated with the beneficial interests in FCI common stock of their spouses, children, parent, siblings, and various corporations, trusts and other entities associated with the Baird family aggregates approximately 52.9% of the outstanding common stock of FCI. FCI denies that, with respect to the Shares of the Issuer, FCI constitutes a "group" with any of the various Baird family persons and entities (collectively, "Bairds") or that it has any agreement or understanding with the Bairds to act in concert with respect to acquisition, disposition, voting or other matters relating to the Issuer or the Shares. FCI and the Bairds have placed orders to purchase the Shares of the Issuer through Brent D. Baird, who is a registered securities broker, and they may place future orders to purchase or sell the Shares through Mr. Baird, but any decision by FCI to purchase or sell the Shares of the Issuer will be made independently of any decision made by any of the Bairds with respect to any purchase or sale for their respective accounts. State of organization: Delaware Principal Business: Closed-end non-diversified management investment company Address: 5224 Providence Country Club Drive, Charlotte, North Carolina 28277 Directors: H. Thomas Webb, III Brent D. Baird Bruce C. Baird Patrick W.E. Hodgson Theodore E. Dann, Jr. Officers: H. Thomas Webb, III - President Brent D. Baird - Chairman of the Board James E. Traynor - Vice President Secretary Treasurer (d) No (e) No Information on Individual Directors and Officers pursuant to Instruction C: (a) H. Thomas Webb, III (b) P.O. Box 33607, Charlotte, NC 28233 (c) President of First Carolina Investors, Inc. (d) No (e) No (f) U.S.A. (a) Brent D. Baird (b) 17 Tudor Place, Buffalo, New York 14222 (c) Private Investor, 1350 One M&T Plaza, Buffalo, New York 14203 (d) No (e) No (f) U.S.A. (a) Bruce C. Baird (b) 331 Lincoln Parkway, Buffalo, New York 14216 (c) President, Belmont Management Co., Inc. 215 Broadway, Buffalo, New York 14204 (d) No (e) No (f) U.S.A. (a) Patrick W.E. Hodgson (b) 617 Wellington Street North, London, Ontario N6A 3R6 (c) Chairman, T-W Truck Equippers, Inc. (distributors of truck equipment), 2025 Walden Avenue, Buffalo, New York 14225 (d) No (e) No (f) Canada (a) Theodore E. Dann, Jr. (b) 540 Mill Road, East Aurora, New York 14052 (c) Vice President, Director and Corporate Attorney, Ferro Alloy Services, Inc., Suite 463, Carborundum Center, Niagara Falls, New York 14303 (d) No (e) No (f) U.S.A. (a) James E. Traynor (b) P.O. Box 33607, Charlotte, North Carolina 28233 (c) Vice President, Secretary and Treasurer of First Carolina Investors, Inc. (d) No (e) No (f) U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS. Item 3 is hereby amended to add the following: The amount of funds paid for the Shares by The Cameron Baird Foundation was approximately $285,644 (which includes only the amount of funds paid since the filing of Amendment No. 4). This amount does not include brokerage commissions. The source of funds used for purchases by First Carolina Investors, Inc. was its working capital. First Carolina Investors, Inc. did not borrow any funds to acquire its Shares. The amount of funds paid for the Shares by First Carolina Investors, Inc. was approximately $130,375. This amount does not include brokerage commissions. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended to read as follows: (a) The Reporting Persons hereby report beneficial ownership, in the manner hereinafter described, of 272,500 Shares:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) Brent D. Baird 10,000 .472% The Cameron Baird Foundation 250,000 11.806% First Carolina Investors, Inc. 12,500 0.590% _______ ______ TOTAL 272,500 12.868%
(1) The foregoing percentages assume that the number of Shares of the Issuer outstanding is 2,117,523 Shares. (b) For each person named in paragraph (a), that person has sole voting and sole dispositive power over the Shares enumerated in paragraph (a). (c) The following purchases of the Shares were effected during the past sixty days:
Price/Share (in Dollars Commissions Purchase In The Number of not Transaction Name Of Date Shares included) Made Through The Cameron 10/2/97 500 9 9/16 Fahnestock & Co Baird 10/2/97 9,500 9 5/8 Fahnestock & Co Foundation 10/6/97 2,000 9 3/4 Fahnestock & Co 10/7/97 300 10 1/4 Fahnestock & Co 10/8/97 3,000 10 3/8 Fahnestock & Co 10/8/97 1,800 10 1/4 Fahnestock & Co 10/8/97 2,200 10 1/8 Fahnestock & Co 10/8/97 4,000 10 Fahnestock & Co 10/9/97 5,500 10 Fahnestock & Co First Carolina Investors, Inc. 10/10/97 3,000 10 Fahnestock & Co 10/13/97 500 10 Fahnestock & Co 10/14/97 2,000 10 1/2 Fahnestock & Co 10/14/97 7,000 10 5/8 Fahnestock & Co
(d) Not applicable (e) 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. DATED this 16th day of October, 1997. The Cameron Baird Foundation By: s/Brian D. Baird Brian D. Baird, Trustee First Carolina Investors, Inc. By: s/Brent D. Baird Brent D. Baird, Chairman -----END PRIVACY-ENHANCED MESSAGE-----