SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT REQUIRED PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________.
Commission file number 1-9065.
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Ecology and Environment, Inc. 401(k) Plan
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(Full title of the Plan)
368 Pleasant View Drive, Lancaster, New York 14086
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(Address of the Plan)
Ecology and Environment, Inc.
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(Name of issuer of the securities held pursuant to the Plan.)
368 Pleasant View Drive, Lancaster, New York 14086
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(Address of principal executive office.)
REQUIRED INFORMATION
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(1) Plan financial statements and schedules prepared in accordance with
financial reporting requirements of ERISA.
(2) Exhibits:
Exhibit Number Description of Exhibit
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1 Consent of Independent
Accountants
Ecology and Environment, Inc.
401(k) Plan
Index to Financial Statements and Supplemental Schedule for the Years Ended
December 31, 1999 and 1998
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<TABLE>
<CAPTION>
Page
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<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits
at December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1999 and 1998 3
Notes to Financial Statements 4 - 10
Supplemental Schedule:
Item 27a - Schedule of Assets Held for Investment Purposes
at December 31, 1999 11
</TABLE>
Page 1
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Report of Independent Accountants
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August 30, 2000
To the Participants and Administrator of
The Ecology and Environment, Inc. 401(k) Plan
In our opinion, the accompanying statements of net assets available and the
related statements of changes in net assets available for benefits present
fairly, in all material respects, the net assets available for benefits of
the Ecology and Environment, Inc. 401(k) Plan (the "Plan") at December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes at December 31, 1999 is presented for the
purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plan's management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as
a whole.
/s/ PricewaterhouseCoopers LLP
Page 2
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Ecology and Environment, Inc.
401(k) Plan
Statements of Net Assets Available for Benefits
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<TABLE>
<CAPTION>
December 31
1999 1998
---- ----
<S> <C> <C>
Assets
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Investments, at fair value (see Note 6) $12,807,196 $10,112,755
Receivables:
Dividends 4,709 2,401
Participant contributions 65,005 83,803
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Total receivables 69,714 86,204
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Total assets 12,876,910 10,198,999
Liabilities
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Administrative expenses 6,048 8,176
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Net assets available for benefits $12,870,862 $10,190,783
============ ============
See accompanying notes to the financial statements.
</TABLE>
Page 3
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Ecology and Environment, Inc.
401(k) Plan
Statements of Changes in Net Assets Available for Benefits
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<TABLE>
<CAPTION>
Year Ended December 31
1999 1998
---- ----
<S> <C> <C>
Additions:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value
of investments (see Note 6) $ 1,736,900 $ 678,649
Interest 16,567 12,761
Dividends 144,134 139,279
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1,897,601 830,689
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Contributions:
Participant 1,846,594 1,718,821
Rollovers 8,424 82,981
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1,855,018 1,801,802
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Total additions 3,752,619 2,632,491
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Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 1,049,349 905,053
Administrative expenses 23,191 23,167
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Total deductions 1,072,540 928,220
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Net increase 2,680,079 1,704,271
Net assets available for benefits:
Beginning of year 10,190,783 8,486,512
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End of year $12,870,862 $10,190,783
============ ============
See accompanying notes to the financial statements.
</TABLE>
Page 4
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Ecology and Environment, Inc.
401(k) Plan
Notes to Financial Statements
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1. Description of Plan
The following description of the Ecology and Environment, Inc. 401(k)
Plan (the Plan) is provided for general information purposes only.
Participants should refer to the Plan agreement for a more comprehensive
description of the Plan's provisions.
General:
The Plan was established January 1, 1994 as a defined-contribution plan
to cover all eligible employees of Ecology and Environment, Inc. (the
Company). In accordance with the Plan agreement, eligibility is defined as
an employee who has completed a minimum of 1,000 hours of service and is age
twenty-one or older. Contributions to the Plan were not permitted prior to
July 1, 1994. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Contributions:
Participants may elect to make voluntary contributions up to 15% of their
annual compensation subject to certain limitations. The elective deferral
percentage may be modified the first day of any month.
The Company may make contributions in the form of matching contributions
and/or an annual discretionary contribution fixed by appropriate action of the
Company. There were no Company contributions for the 1999 and 1998 plan years.
Participant accounts:
Each participant's account is credited with the participant's contribution
and allocations of the Company's contribution (if any) and the Plan earnings,
and charged with an allocation of administrative expenses. Allocations are
based on participant account balances, as defined in the Plan document. The
benefit to which a participant is entitled is the participant's vested account
balance.
Vesting:
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting on the Company's matching and discretionary
contribution portion of their accounts plus actual earnings thereon is based
on years of continuous service. A participant is 100% vested in the Company
contributions after five years of credited service.
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Investment options:
Upon enrollment in the Plan, a participant may direct their
contributions is any combination of the ten investment options in at
least 10 percent increments in each option selected. The investment
options are as follows:
Dreyfus Growth and Income Fund, Inc. -
This fund's main goals are long-term capital growth, current income
and growth of income while maintaining reasonable investment risk. The
Fund may invest in securities of U.S. and foreign companies.
Dreyfus Strategic Investing Fund -
This fund is invested primarily in publicly issued common stock with the
objective of high capital growth.
Dreyfus Peoples Index Fund, Inc. -
This fund invests in a portfolio of common stocks included in the Standard
& Poor's 500 Composite Index and attempts to match as closely as possible the
performance of that Index.
Dreyfus A Bonds Plus, Inc. -
This fund seeks to provide the maximum amount of current income while
also preserving capital and maintaining liquidity through high current yields
from a portfolio made up mainly of high quality fixed income securities.
Dreyfus Disciplined Stock Fund -
This fund seeks consistency of returns which exceed the S&P 500 and
stability of the fund's asset value relative to the S&P 500 by investing in a
broadly diversified list of equity securities.
Dreyfus Appreciation Fund, Inc. -
This fund seeks long-term capital growth consistent with the preservation
of capital. The fund invests mainly in common stocks of United States
companies, many of which are multinational with global business exposure.
Page 6
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Dreyfus New Leaders Fund, Inc. -
This fund is invested in a portfolio primarily comprised of emerging small
to mid-sized growth company common stocks and seeks to maximize capital growth.
Company Stock Fund -
This fund invests solely in the common stock of Ecology and Environment,
Inc.
Capital Preservation Fund Series E -
This fund is a collective investment fund investing primarily in
Guaranteed Investment Contracts (GICs) and similar investments, managed by
LaSalle National Trust, N.A. The fund seeks high current income with stability
of principal.
Templeton Foreign Fund -
This fund is a long term capital growth fund investing in stocks and debt
obligations of companies and governments outside the United States. This fund
became available to participants on May 1, 1997.
Participant Loans:
Participants may borrow from their account a minimum of $1,000 with a
maximum equal to the lesser of $50,000 or 50% of their vested account balance.
Loan transfers are treated as a transfer to (from) the investment fund from
(to) the Loan Fund. Loan terms range from one to five years or a reasonable
period of time determined when the loan is made for the purchase of a primary
residence. The loans are secured by the balance in the participant's account
and bear interest at a rate commensurate with local prevailing rates as
determined by the Plan Administrator. Principal and interest are paid ratably
through by-weekly payroll deductions.
Payment of benefits:
On termination of service due to death, disability, or retirement, a
participant may elect to receive either a lump-sum amount equip to the value
of the participant's vested interest in his or her account, or monthly,
quarterly, semi-annual or annual installments over a period not to exceed the
life of the participant or the life of a designated beneficiary.
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Administration:
The Plan is administered by the Company. The Company has selected Dreyfus
Retirement Services to be the Trustee of the Plan. The Trustee is responsible
for maintaining the assets of the Plan and reporting on the earnings and assets
of the Plan.
Administrative expenses are paid by the participants and the Company. An
asset based fee is paid by the participants on an annual basis. This amount is
deducted from participant accounts and placed in the Holding Account to be used
to pay administrative expenses submitted for payment to the Trustee from the
Company. Effective November 1, 1997 the Holding Account was merged into the
Capital Preservation Fund, to be used for the same purposes as the Holding
Account. Any remaining administrative expenses in excess of the amounts which
are set aside by the Plan are paid by the Company.
2. Summary of Accounting Policies
Basis of Accounting:
Effective January 1, 1999, the Plan adopted the provisions of Statement
of Position 99-3, "Accounting for and Reporting of Certain Defined Contribution
Benefit Plan Investments and Other Disclosure Matters."
The financial statements of the Plan are prepared under the accrual method
of accounting.
Investments and related Transactions:
The Plan's investments are reflected at current market value as
measured by quoted market prices in an active market or as determined in
good faith by the Trustee, except for investment contracts within the
Capital Preservation Fund which are reflected at contract value which
approximates market value. Net appreciation/(depreciation) in fair value
of investments includes both realized gains and losses and unrealized
appreciation/(depreciation). Interest and dividend income is recognized
as earned. Investment transactions are accounted for on the trade date.
Net unrealized appreciation at December 31, 1999 and 1998 amounted to
$2,176,915 and $1,311,392, respectively. Participant loans are valued
at cost, which approximates fair value.
Payment of Benefits:
Benefits are recorded when paid.
Use of Estimates:
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principals requires the Plan Administrator to
make estimates and assumptions that affect the reported amounts of net assets
and disclosures of contingent net assets at the
Page 8
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date of the financial statements and the reported amounts of changes in net
assets during the reporting period. Actual results could differ from those
estimates.
3. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
4. Reclassification of Prior Year Balances
Certain prior year balances have been reclassified to conform with
classifications adopted during 1999.
5. Tax Status
The Plan Administrator has not applied to the Internal Revenue Service
for a determination letter for the Plan. The Plan Administrator and Plan's
tax counsel believe that the Plan, which is based upon a prototype plan
designed by the Dreyfus Corporation that received a favorable determination
letter dated September 1, 1994, is being operated in compliance with the
applicable requirements of ERISA and the Internal Revenue Code and therefore
fulfills the criteria for exemption from federal and state income taxes.
Page 9
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6. Investments
<TABLE>
The following presents investments that represent five percent or more
of the Plan's net assets.
<CAPTION>
December 31
1999 1998
---- ----
<S> <C> <C>
Dreyfus Growth and Income Fund, Inc.,
92,892 and 91,367 shares, respectively $ 1,787,250 $ 1,689,383
Dreyfus Strategic Investing, 43,674 and
44,958 shares, respectively 907,553 953,121
Dreyfus Peoples Index Fund, Inc., 88,221
and 73,850 shares, respectively 3,785,559 2,687,394
Dreyfus New Leaders Fund, Inc. 51,510
and 53,510 shares, respectively 2,610,000 2,210,508
LaSalle Capital Preservation Fund, 937,038
and 887,101 shares, respectively 937,038 887,101
Dreyfus Disciplined Stock Fund, 18,252 shares 780,445 *
Dreyfus Appreciation Fund, 17,846 shares 816,118 *
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Total of investments representing 5 percent
or more of the Plan's net assets 11,623,963 8,427,507
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Other 975,796 1,483,180
Participant loans 207,437 202,068
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Total investments $12,807,196 $10,112,755
=========== ============
* less than 5% of net assets, therefore, included in "Other" below
</TABLE>
<TABLE>
The Plan's investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated in value as follows:
<CAPTION>
December 31
1999 1998
---- ----
<S> <C> <C>
Mutual Funds $ 1,821,004 $ 711,673
Ecology and Environment, Inc. (84,104) (33,024)
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$ 1,736,900 $ 678,649
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Page 10
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7. Reconciliation of Financial Statements to Form 5500
</TABLE>
<TABLE>
The following is a reconciliation of net assets available for plan
benefits according to the financial statements to Form 5500:
<CAPTION>
December 31
1999 1998
---- ----
<S> <C> <C>
Net assets available for plan benefits per the
financial statements $12,870,862 $10,190,783
Amounts allocated to withdrawing
participants (415,774) (521,796)
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Net assets available for benefits per Form 5500 $12,455,088 $ 9,668,987
============ ============
</TABLE>
<TABLE>
The following is a reconciliation of benefits paid to participants according to
the financial statements to Form 5500:
<CAPTION>
YEAR ENDED
DECEMBER 31,
1999
----
<S> <C>
Benefits paid to participants per the
financial statements $ 1,049,349
Add: Amounts allocated to withdrawing participants
at December 31, 1999 415,774
Less: Amounts allocated to withdrawing participants
at December 31, 1998 (521,796)
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Benefits paid to participants per Form 5500 $ 943,327
=============
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31, but not yet paid as of that date.
</TABLE>
Page 11
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Ecology and Environment, Inc.
401(k) Plan
Item 27a - Schedule of Assets Held for Investment Purposes at December 31,
1999
Fair
Shares Description Value
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Pooled Investment Fund:
Dreyfus Corporation:
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92,892 Growth and Income Fund, Inc. $ 1,787,250
43,674 Premier Value Fund 907,553
88,221 Peoples Index Fund, Inc. 3,785,559
36,977 A Bonds Plus, Inc. 495,489
18,252 Disciplined Stock Fund 780,445
17,846 Appreciation Fund 816,118
51,510 New Leaders Fund, Inc. 2,610,000
33,556 Company Stock Fund 178,282
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11,360,696
Other Investments:
937,038 LaSalle National Trust, N.A.
Capital Preservation Fund Series E 937,038
26,918 Franklin Templeton Group of Funds
Templeton Foreign Fund 302,025
--- Participant Loans, 9-10% 207,437
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$12,807,196
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Page 12
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SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Administrator has duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
Ecology and Environment, Inc.
401(k) Plan
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(Name of Plan)
By: Ecology and Environment, Inc.
401(k) Plan Committee
Plan Administrator
By: /s/ Ronald L. Frank
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Ronald L. Frank
Committee Member
DATE: September 22, 2000
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Exhibit 1
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 No. 333-30085 of Ecology and Environment, Inc. of
our report dated August 30, 1999 relating to the financial statements,
which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Buffalo, New York
September 22, 2000
