-----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, TaV17tdJJd4FXhuuCL5x9bcyXQwfJw5Lk/BnBV3qgBXhMeIy5Y9XSB3A4O/5WJzh KEKceQFFdPz0TerTv1nLwQ== 0000809933-98-000009.txt : 19981120 0000809933-98-000009.hdr.sgml : 19981120 ACCESSION NUMBER: 0000809933-98-000009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980731 FILED AS OF DATE: 19981119 FILER: 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-09065 FILM NUMBER: 98755487 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 10-K/A 1 FORM 10-K/A FOR THE PERIOD ENDING JULY 31, 1998 SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- F O R M 10-K/A ----------------------- [X] SECOND AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 1998 or [ ] TRANSITION REPORT REQUIRED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to ______________. Commission file number 1-9065 Ecology and Environment, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEW YORK 16-0971022 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 368 Pleasant View Drive, Lancaster, New York 14086 - -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (716) 684-8060 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Exchange on Which Registered ------------------------ ------------------------------------ Class A Common Stock, American Stock Exchange, Inc. par value $.01 per share Securities registered pursuant to Section 12(g) of the Act. None ---------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendments to this Form 10-K. _____ At September 30, 1998 there are 2,185,692 shares of Class A Common Stock issued and outstanding and 1,775,028 shares of Class B Common Stock issued and outstanding. EXPLANATION OF SECOND AMENDMENT The Registrant, Ecology and Environment, Inc. (the "Company" or "EEI"), filed a Form 10-K on October 29, 1998 with the Securities and Exchange Commission (the "SEC") which was amended by a First Amendment on Form 10-K/A filed on November 9, 1998 with the SEC to amend Item 8. Item 12 of Form 10-K is hereby amended as shown in this Second Amendment. All other Items remain unchanged from the previously filed Form 10-K as amended by the First Amendment. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth, as of September 30, 1998, the number of outstanding shares of Class A Common Stock and Class B Common Stock of the Company beneficially owned by each person known by the Company to be the beneficial owner of more than 5 percent of the then outstanding shares of Common Stock: Class A Common Stock Class B Common Stock -------------------- -------------------- Nature and Percent Nature and Amount of of Amount of Beneficial Class As Beneficial Percent Ownership Adjusted Ownership of Name and Address (1) (2)(3) (4) (2)(3) Class - ------------------------- ---------- -------- ---------- ------- Gerhard J. Neumaier* 346,944 13.7% 345,894 19.4% Frank B. Silvestro* 288,937 11.7% 288,937 16.3% Ronald L. Frank* 258,976 10.6% 252,394 14.2% Gerald A. Strobel* 262,296 10.7% 262,296 14.8% Franklin Resources, Inc. 370,000 16.9% 0 0 First Carolina Investors, Inc. 410,600 18.8% 0 0 The Cameron Baird Foundation (4) 260,000 11.9% 0 0 * See Footnotes in next table 1) The address for Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel is c/o Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York 14086, unless otherwise indicated. The address for Franklin Resources, Inc. is 777 Mariners Island Blvd., P.O. Box 7777, San Mateo, California 94403-7777. The address for First Carolina Investors, Inc. is 1130 East Third Street, Suite 410, Charlotte, North Carolina 28204. The address for The Cameron Baird Foundation is c/o Kavinoky & Cook, 120 Delaware Ave., Buffalo, New York 14202. (2) Each named individual or corporation are deemed to be the beneficial owners 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. (3) There are 2,185,692 shares of Class A Common Stock issued and outstanding and 1,775,028 shares of Class B Common Stock issued and outstanding as of September 30, 1998. The figures in the "as adjusted" columns are based upon these totals and except as set forth in the preceding sentence, upon the assumptions described in footnote 2 above. (4) Includes 10,000 shares owned by Brent D. Baird. SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of the Company's Class A Common Stock and Class B Common Stock as of September 30, 1998, by (i) each Director of the Company and (ii) all Directors and officers of the Company as a group. Class A Common Stock Class B Common Stock --------------------- -------------------- Nature and Percent Nature and Amount of of Amount of Beneficial Class As Beneficial Percent Ownership Adjusted Ownership of Name(1) (2)(3) (4) (2)(3) Class - ---------------------------- ---------- -------- ---------- ------- Gerhard J. Neumaier (5) (13) 346,944 13.7% 345,894 19.4% Frank B. Silvestro (13) 288,937 11.7% 288,937 16.3% Ronald L. Frank (6) (13) 258,976 10.6% 252,394 14.2% Gerald A. Strobel (7) (13) 262,296 10.7% 262,296 14.8% Harvey J. Gross (8) 80,047 3.5% 80,047 4.5% Gerard A. Gallagher, Jr. 71,641 3.5% 71,300 4.2% Ralph Bookbinder (9) 16,050 * 16,050 * Ross M. Cellino (10) 13,206 * 1,050 * Directors and officers Group (11)(12) 1,356,105 38.6% 1,331,557 75.0% (10 individuals) * Less than 0.1% (1) The address of each of the above shareholders is c/o Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York 14086. (2) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the vote) or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through any contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, the shareholders identified in this table have sole voting and investment power of the shares beneficially owned by them. (3) Each named person and all Directors and officers as a group are deemed to be the beneficial owners 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 gives effect to only 2,571 shares of Class A Common Stock of the total 69,646 shares of Class A Common Stock that may be issued pursuant to the Company's Incentive Stock Option Plan, which may be purchased within the next 60 days pursuant to vested options granted to one officer. (4) There are 2,185,692 shares of Class A Common Stock issued and outstanding and 1,775,028 shares of Class B Common Stock issued and outstanding as of September 30, 1998. The figure in the "as adjusted" columns are based upon these totals and except as set forth in the preceding sentence, upon the assumptions described in footnotes 2 and 3 above. (5) Includes 525 shares of Class A Common Stock owned by Mr. Neumaier's spouse, as to which he disclaims beneficial ownership. Includes 525 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. (6) Includes 8,850 shares of Class B Common Stock owned by one of Mr. Frank's children and 5,067 shares of Class A Common Stock owned by one of Mr. Frank's children as to which he disclaims beneficial ownership. Does not include any shares of Class A Common Stock or Class B Common Stock held by Mr. Frank's other adult children. Includes 36,625 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 515 shares of Class A Common Stock owned by Mr. Frank's individual retirement account. (7) Includes 45,726 shares of Class B Common Stock owned in equal amounts by Mr. Strobel's three children (Mr. Strobel holds 15,171 shares as custodian for these children), as to which he disclaims beneficial ownership. (8) Includes an aggregate of 21,047 shares of Class B Common Stock owned by two trusts created by Mr. Gross of which he and his spouse are the sole beneficiaries during their lifetimes. (9) Includes 1,050 shares of Class B Common Stock and 150 shares of Class A Common Stock owned by Mr. Bookbinder's spouse as to which he disclaims beneficial ownership. (10) Includes 10,396 shares of Class A Common Stock owned by Mr. Cellino's spouse, as to which shares he disclaims beneficial ownership; also includes 1,655 shares of Class A Common Stock owned by Mr. Cellino's Individual Retirement Account. (11) Does not include 49,932 shares (19,475 shares of Class A Common Stock and 30,457 shares of Class B Common Stock) owned by the Company's Defined Contribution Plan of which Messrs. Gerhard J. Neumaier, Frank, Silvestro and Strobel constitute four of the five trustees of each Plan. (12) Includes 892 shares of Class A Common Stock which may be issued upon exercise of a stock option granted to one officer in July 1990, pursuant to the Company's Incentive Stock Option Plan; includes 892 shares of Class A Common Stock which may be issued upon exercise of a stock option granted to one officer on September 2, 1991 pursuant to the Company's Incentive Stock Option Plan; includes 787 shares of Class A Common Stock which may be issued upon the exercise of a stock option granted to one officer on November 2, 1992 pursuant to the Company's Incentive Stock Option Plan; does not include 630 shares of Class A Common Stock which may be issued upon the exercise of a stock option granted to one officer on April 2, 1994 pursuant to the Company's Incentive Stock Option Plan; does not include 600 shares of Class A Common Stock which may be issued upon the exercise of a stock option granted to one officer on December 2, 1994 pursuant to the Company's Incentive Stock Option Plan; does not include 2,400 shares of Class A Common Stock which may be issued upon the exercise of stock options granted to two (2) officers on December 12, 1995 pursuant to the Company's Incentive Stock Option Plan. (13) Subject to the terms of the Restrictive Agreement. See "Security Ownership of Certain Beneficial Owners-Restrictive Agreement". Restrictive Agreement Messrs. Gerhard J. Neumaier, Silvestro, Frank, and Strobel entered into a Stockholders' Agreement in 1970 which governs the sale of an aggregate of 1,267,818 shares Class B Common Stock owned by them, the former spouse of one of the individuals and the children of the individuals. The agreement provides that prior to accepting a bona fide offer to purchase all or any 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. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ECOLOGY AND ENVIRONMENT, INC. has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized: Dated: November 19, 1998 ECOLOGY AND ENVIRONMENT, INC. By: /s/ Gerhard J. Neumaier -------------------------------- Gerhard J. Neumaier, President -----END PRIVACY-ENHANCED MESSAGE-----