-----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, DiLvByklu/9VuT3GhmtIu/c9mR8cPMF3r7MG+NRPopYCHb/lw2xOpPb7fXm22eHu ulpQL0CEWWUH/K9j4VaZMw== 0001193125-07-032218.txt : 20070215 0001193125-07-032218.hdr.sgml : 20070215 20070214203519 ACCESSION NUMBER: 0001193125-07-032218 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070215 DATE AS OF CHANGE: 20070214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANK RONALD L CENTRAL INDEX KEY: 0000933327 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 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: 07624991 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 dsc13ga.htm AMENDMENT NO. 18 TO SCHEDULE 13G Amendment No. 18 to Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 18)

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).


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CUSIP NO.: 278878 10 3

 

1)      Name of Reporting Persons

Ronald L. Frank

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)

  

Class B(2)

   193,834    180,919
6)      Shared Voting Power   

Class A

  

Class B

   3,625    3,625
7)      Sole Dispositive Power   

Class A

  

Class B

   12,915    -0-
8)      Shared Dispositive Power(3)   

Class A(1)

  

Class B(2)

   184,544    184,544

(1) Class B Stock is convertible into Class A Stock on a one for one basis.
(2) Includes 3,625 shares of Class B Common Stock owned by Mr. Frank’s former spouse as to which he disclaims beneficial ownership except for the right to vote the shares which he retains pursuant to an agreement with his former spouse. Includes 2,515 shares of Class A Common Stock owned by Mr. Frank’s individual retirement account and 9,400 shares of Class A Common Stock owned by Mr. Frank’s 401(k) plan account. Does not include any shares owned by Mr. Frank’s children.


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(3) 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 certain 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.

9) Aggregate Amount Beneficially Owned by Reporting Person:

 

Class A

  

Class B

197,459    184,544

 

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

  

Class B Common Stock

7.4%

   11.4%

12) Type of Reporting Person:

Individual


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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 :
   Ronald L. Frank

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
   197,459    184,544


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Item 4(b):

   Percent of Class:
    

Class A

     Class B    
   7.4%      11.4%  

Item 4(c)(i):

   Sole Power to Vote or to direct the vote -
    

Class A

     Class B    
   193,834      180,919  

Item 4(c)(ii):

   Shared Power to Vote or to direct the vote -
    

Class A

     Class B    
   3,625      3,625  

Item 4(c)(iii):

   Sole Power to dispose or to direct the disposition of -
    

Class A

     Class B    
   12,915      -0-  

Item 4(c)(iv):

   Shared Power to dispose or to direct the disposition of -
    

Class B

     Class A    
   184,544      184,544  
         

(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.


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(3) Does not include 81,007 shares (45,550 shares of Class A Common Stock and 35,457 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 of five Trustees.
(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 certain 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 2,482,262 shares of Class A Common Stock outstanding and 1,623,914 shares of Class B Common Stock outstanding as of December 31, 2006.
(6) Includes 3,625 shares of Class B Common Stock owned by Mr. Frank’s former spouse as to which he disclaims beneficial ownership except for the right to vote the shares which he retains pursuant to an agreement with his former spouse. Includes 2,515 shares of Class A Common Stock owned by Mr. Frank’s individual retirement account and 9,400 shares of Class A Common Stock owned by Mr. Frank’s 401(k)plan account. Does not include any shares owned by Mr. Frank’s 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


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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 14, 2007
Signature:    /s/ Ronald L. Frank                
Name/Title:    Ronald L. Frank, Executive Vice President of Finance, Secretary, Treasurer and Director
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