0000933329-14-000002.txt : 20140214 0000933329-14-000002.hdr.sgml : 20140214 20140214141912 ACCESSION NUMBER: 0000933329-14-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 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: 14614683 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: SILVESTRO FRANK B CENTRAL INDEX KEY: 0000933329 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 SC 13G/A 1 form13ga.htm
 

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


SCHEDULE 13G/A
(Amendment No. 10)


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, 2013
(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.
Frank B. Silvestro
 
 
 
 
 
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(a), (d)
 
Class B(b)
 
 
296,052
 
292,052
 
 
 
 
 
6.
Shared Voting Power
Class A
 
Class B
 
 
-0-
 
-0-
 
 
 
 
 
7.
Sole Dispositive Power
Class A
 
Class B
 
 
4,000
 
-0-
 
 
 
 
 
8.
Shared Dispositive Power(c)
Class A(a), (d)
 
Class B(b)
 
 
292,052
 
292,052
 
 
 
 
 
9.
Aggregate Amount Beneficially Owned by Reporting Person:
Class A
 
Class B
 
 
292,052
 
292,052
 
 
 
 
 
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 (d)
Common Stock
 
Class B
Common Stock
 
 
10.1%
 
17.8%
 
 
 
 
 
 
 
 
 
 
12.
Type of Reporting Person:
Individual
 
 

 
 
 
 
 

(a) Does not include 1,000 shares of Class A Common Stock owned by Mr. Silvestro's Spouse, as to which he disclaims beneficial ownership.
(b) Class B Stock is convertible into Class A Stock on a one for one basis.
(c) 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.
(d) 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.

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:
Frank B. Silvestro
 
 
 
 
 
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:
Class A (a), (b)
 
Class B (c), (d)
 
 
292,052
 
292,052
 
 
 
 
 
Item 4(b):
Percent of Class: (e)
Class A (a)
 
Class B
 
 
10.1%
 
17.8%
 
 
 
 
 
Item 4(c)(i):
Sole Power to Vote or to direct the vote -
Class A (a)
 
Class B (c)
 
 
292,052
 
292,052
 
 
 
 
 
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
 
 
4,000
 
-0-
 
 
 
 
 
Item 4(c)(iv):
Shared Power to dispose or to direct the disposition of -
Class A (a)
 
Class B (d)
 
 
292,052
 
292,052

 
 
 
 
 

(a) 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.
(b) Does not include 1,000 shares of Class A Common Stock owned by Mr. Silvestro's Spouse, as to which he disclaims beneficial ownership.
(c) Class B Stock is convertible into Class A Stock on a one for one basis.
(d) 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.
(e) There are 2,646,927 shares of Class A Common Stock outstanding and 1,643,773 shares of Class B Common Stock outstanding as of December 31, 2013.


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 12, 2014
 
 
 
 
Signature:
/s/ Frank B. Silvestro
 
 
 
 
Name/Title:
Frank B. Silvestro, Chairman of the Board, Executive Vice President and Director