<PAGE> 1
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
-------------------------
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(1) Class B(2)
------- -------
288,937 288,937
6) Shared Voting Power Class A Class B
------- -------
-0- -0-
7) Sole Dispositive Power Class A Class B
------- -------
-0- -0-
8) Shared Dispositive Power(2) Class A(1) Class B
------- -------
288,937 288,937
(1) Class B Stock is convertible into Class A Stock on a
one for one basis.
(2) 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 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.
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9) Aggregate Amount Beneficially Owned by Reporting Person:
-------------------------------------------------------
Class A Class B
------- -------
288,937 288,937
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
------------ ------------
11.3% 15.5%
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:
---------------------
Frank B. Silvestro
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
------- -------
288,937 288,937
ITEM 4(B): PERCENT OF CLASS:
----------------
Class A Class B
------- -------
11.3% 15.5%
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ITEM 4(C)(I): Sole Power to Vote or to direct the vote -
Class A Class B
------- -------
288,937 288.937
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
------- -------
288,937 288,937
- ---------------
(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 Common 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 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 2,271,676 shares of Class A Common Stock outstanding and
1,866,816 shares of Class B Common Stock outstanding as of
December 31, 1994.
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
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: Frank B. Silvestro
- --------- ---------------------------------------------
Name/Title: Frank B. Silvestro, Executive Vice President and Director
- ---------- ---------------------------------------------------------
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