SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 10-K/A
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[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.
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(Exact name of registrant as specified in its charter)
NEW YORK 16-0971022
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
368 Pleasant View Drive, Lancaster, New York 14086
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(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
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Class A Common Stock, American Stock Exchange, Inc.
par value $.01 per share
Securities registered pursuant to Section 12(g) of the Act.
None
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(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
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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
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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
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Gerhard J. Neumaier, President
