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SCHEDULE 13G
(AMENDMENT NO. 7)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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
-------------------------
Gerald A. Strobel
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)
------- -------
271,796 271,796
6) Shared Voting Power Class A Class B
------- -------
-0- -0-
7) Sole Dispositive Power Class A Class B
------- -------
-0- -0-
8) Shared Dispositive Power(3) Class A(1) Class B(2)
------- -------
271,796 271,796
(1) Class B Stock is convertible into Class A Stock on a one for
one basis.
(2) Includes 36,726 shares of Class B Common Stock owned in equal
amounts by Mr. Strobel's three children (Mr. Strobel holds
21,171 of these shares as custodian for each child) as to
which he disclaims beneficial ownership.
(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 an aggregate of
1,283,118 shares 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.
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9) Aggregate Amount Beneficially Owned by Reporting Person:
-------------------------------------------------------
Class A Class B
271,796 271,796
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 Class B
Common Stock Common Stock
------------ ------------
10.7% 14.6%
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 Pleasantview Drive, Lancaster, New York
ITEM 2(A): NAME OF PERSON FILING:
---------------------
Gerald A. Strobel
ITEM 2(B): ADDRESS OF PRINCIPAL BUSINESS OFFICE:
------------------------------------
368 Pleasantview 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
------- -------
271,796 271,796
ITEM 4(B): PERCENT OF CLASS:
----------------
Class A Class B
------- -------
10.7% 14.6%
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ITEM 4(C)(I): Sole Power to Vote or to direct the vote -
Class A Class B
------- -------
271,796 271,796
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
------- -------
- 0 - - 0 -
ITEM 4(C)(IV): Shared Power to dispose or to direct the
disposition of -
Class A Class B
------- -------
271,796 271,796
(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) Does not include 29,374 shares (7,350 shares of Class A Commons
Stock and 22,024 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, nor 5,250 shares of
Class A Common Stock owned by the Company's Defined Benefit Plan.
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(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 an aggregate of 1,283,118 shares 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 2,271,676 shares of Class A Common Stock outstanding and
1,866,816 shares of Class B Common Stock outstanding as of December
31, 1994.
(6) Includes 36,726 shares of Class B Common Stock owned in equal amounts
by Mr. Strobel's three children (Mr. Strobel holds 21,171 of these
shares as custodian for each child) as to which he disclaims
beneficial ownership.
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 10: CERTIFICATION:
-------------
Not Applicable
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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 9, 1995
- ---- -------------------------------------------
Signature: Gerald A. Strobel
- --------- -------------------------------------------
Name/Title: Gerald A. Strobel, Executive Vice President
- ---------- -------------------------------------------
of Technical Services and Director
----------------------------------
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