Ecology & Environment Inc - Amended Statement of Ownership (SC 13G/A)
11 Février 2008 - 8:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 11)
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,
2007
(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
(1)
|
|
Class
B
(2)
|
|
|
|
382,253
|
|
363,188
|
|
|
|
|
|
|
|
6.
|
Shared
Voting Power
|
Class
A
|
|
Class
B
|
|
|
|
-0-
|
|
-0-
|
|
|
|
|
|
|
|
7.
|
Sole
Dispositive Power
|
Class
A
|
|
Class
B
|
|
|
|
19,065
|
|
-0-
|
|
|
|
|
|
|
|
8.
|
Shared
Dispositive Power
(3)
|
Class
A
(1)
|
|
Class
B
(2)
|
|
|
|
363,188
|
|
363,188
|
|
|
|
|
|
|
|
|
(1)
|
Class
B Stock is convertible into Class A Stock on a one for one
basis.
|
|
|
(2)
|
Includes
551 shares of Class A Common Stock owned by Mr. Neumaier's spouse, as to
which he disclaims beneficial ownership. Includes 10,701 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 1,986 shares
which represents his share of the total Class A Common Stock owned by a
Partnership in which Mr. Neumaier is a general partner and has a 1/3
equity interest.
|
|
|
(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
|
|
|
|
382,804
|
|
363,188
|
|
|
|
|
|
|
|
10.
|
Check
box if the aggregate amount in Row 9 excludes certain
shares.
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row 9:
|
Class
A
Common
Stock
|
|
Class
B
Common
Stock
|
|
|
|
12.9%
|
|
21.8%
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
382,804
|
|
363,188
|
|
|
|
|
|
|
|
Item
4(b):
|
Percent
of Class:
|
Class
A
|
|
Class
B
|
|
|
|
12.9%
|
|
21.8%
|
|
|
|
|
|
|
|
Item
4(c)(i):
|
Sole
Power to Vote or to direct the vote -
|
Class
A
|
|
Class
B
|
|
|
|
382,253
|
|
363,188
|
|
|
|
|
|
|
|
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
|
|
|
|
19,065
|
|
-0-
|
|
|
|
|
|
|
|
Item
4(c)(iv):
|
Shared
Power to dispose or to direct the disposition of -
|
Class
A
|
|
Class
B
|
|
|
|
363,188
|
|
363,188
|
|
|
|
|
|
|
|
|
(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, 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.
|
|
|
(4)
|
There
are 2,598,572 shares of Class A Common Stock outstanding and 1,667,426
shares of Class B Common Stock outstanding as of December 31,
2007.
|
|
|
(5)
|
Includes
551 shares of Class B Common Stock owned by Mr. Neumaier's spouse as to
which he disclaims beneficial ownership. Includes 10,701 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 1,986 shares which represents his share of
the total Class A Common Stock owned by a Partnership in which Mr.
Neumaier is a general partner and has a 1/3 equity
interest.
|
|
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 11,
2008
|
|
|
|
|
Signature:
|
/s/
Gerhard J. Neumaier
|
|
|
|
|
Name/Title:
|
President
and Director
|
Ecology Environment (AMEX:EEI)
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