0000933326-12-000002.txt : 20120214 0000933326-12-000002.hdr.sgml : 20120214 20120214155525 ACCESSION NUMBER: 0000933326-12-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 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 MAIL ADDRESS: STREET 2: 368 PLEASANTVIEW 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: 12609286 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 form13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A
(Amendment No. 14)


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, 2011
(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.
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(2)
  
Class B(1)
   
412,907
  
375,518
         
6.
Shared Voting Power
Class A
  
Class B
   
-0-
  
-0-
         
7.
Sole Dispositive Power
Class A
  
Class B
   
37,389
  
-0-
         
8.
Shared Dispositive Power(3)
Class A
  
Class B(1)
   
375,518
  
375,518
         

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

 
(2)
Does not include 551 shares of Class A Common Stock owned by Mr. Neumaier's spouse, as to which he disclaims beneficial ownership.  Includes 20,361 shares of Class A Common Stock owned by Mr. Neumaier's Individual Retirement Account.  Does not include any shares of Class A Common Stock or Class B Common Stock held by Mr. Neumaier's adult children.  Includes 2 shares of Class A Common Stock owned by a Partnership in which Mr. Neumaier is a general partner.
 
 
 
(3)
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)
  
Class B
   
412,907
  
375,518
         
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)
  
Class B
Common Stock
   
13.9%
  
22.8%
         
     
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:
Gerhard J. 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)
Class A
  
Class B
   
412,907
  
375,518
         
Item 4(b):
Percent of Class:
Class A
  
Class B
   
13.9%
  
22.8%
         
Item 4(c)(i):
Sole Power to Vote or to direct the vote:
Class A
  
Class B
   
412,907
  
375,518
         
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
   
37,389
  
-0-
         
Item 4(c)(iv):
Shared Power to dispose or to direct the disposition of:
Class A
  
Class B
   
375,518
  
375,518
         
         

 
(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)
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.

 
(4)
There are 2,596,354 shares of Class A Common Stock outstanding and 1,643,773 shares of Class B Common Stock outstanding as of December 31, 2011.

 
(5)
Does not include 551 shares of Class A Common Stock owned by Mr. Neumaier's spouse, as to which he disclaims beneficial ownership.  Includes 20,361 shares of Class A Common Stock owned by Mr. Neumaier's Individual Retirement Account.  Does not include any shares of Class A Common Stock or Class B Common Stock held by Mr. Neumaier's adult children.  Includes 2 shares of Class A Common Stock or Class B 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 13, 2012
   
Signature:
/s/ Gerhard J. Neumaier
   
Name/Title:
Gerhard J. Neumaier, Director