SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 10-K/A
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2000
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
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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.
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As of September 30, 2000, 2,263,299 shares of the registrant's Class A
Common Stock, $.01 par value (the "Class A Common Stock") were outstanding,
and the aggregate market value (based on the closing price as quoted by the
American Stock Exchange on September 30, 2000) of the Class A Common Stock
held by nonaffiliates of the registrant was approximately $10,252,885. As
of the same date, 1,751,321 shares of the registrant's Class B Common
Stock, $.01 par value ("Class B Common Stock") were outstanding.
EXPLANATION OF FIRST AMENDMENT
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The Registrant, Ecology and Environment, Inc., (the "Company" or "EEI"),
filed a Form 10-K on October 30, 2000 with the Securities and Exchange
Commission, (the "SEC"). Item 12, located on Pages 38-41 of that form, is
hereby amended as shown in this First Amendment. All other Items remain
unchanged from the previously filed Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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The following table sets forth, as of September 30, 2000, 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* 355,777 13.6% 345,894 19.6%
Frank B. Silvestro* 288,937 11.3% 288,937 16.5%
Ronald L. Frank* 223,359 9.0% 220,844 12.6%
Gerald A. Strobel* 222,741 9.0% 222,741 12.7%
Franklin Resources,
Inc. 335,000 14.8% 0 0
First Carolina
Investors, Inc. 425,000 18.8% 0 0
The Cameron Baird
Foundation 250,000 11.0% 0 0
Dimension Fund
Advisors, Inc. 109,930 4.9% 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 The
Cameron Baird Foundation is c/o Kavinoky & Cook, 120 Delaware Avenue,
Buffalo, New York 14202. The address for First Carolina Investors, Inc. is
1130 East Third Street, Suite 400, Charlotte, North Carolina 28204. The
address for Dimension Fund Advisors, Inc. is 1299 Ocean Avenue, 11th Floor,
Santa Monica, California 90401.
(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 2,263,299 shares of Class A Common Stock issued and
outstanding and 1,751,321 shares of Class B Common Stock issued and
outstanding as of September 30, 2000. 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.
Page 39 of 46
SECURITY OWNERSHIP OF MANAGEMENT
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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, 2000, by (i) each Director of the Company
and (ii) all Directors and officers of the Company as a group.
<TABLE>
<CAPTION>
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
----------------------------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Gerhard J. Neumaier (5) (13) 355,777 13.6% 345,894 19.6%
Frank B. Silvestro (13) 288,937 11.3% 288,937 16.5%
Ronald L. Frank (6) (13) 223,359 9.0% 220,844 12.6%
Gerald A. Strobel (7) (13) 222,741 9.0% 222,741 12.7%
Harvey J. Gross (8) 80,047 3.4% 80,047 4.6%
Gerard A. Gallagher, Jr. 68,641 2.9% 68,300 4.0%
Ross M. Cellino (9) 15,611 * 1,050 *
Brent D. Baird (10) 435,000 19.2% -0- -0-
Directors and officers
Group (11)(12) 1,708,869 48.7% 1,240,762 70.8%
(10 individuals)
* Less than 0.1%
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</TABLE>
1. The address of each of the above shareholders, other than Brent D.
Baird, is c/o Ecology and Environment, Inc., 368 Pleasant View Drive,
Lancaster, New York 14086. The address for Brent D. Baird is 1350
One M & T Plaza, Buffalo, New York 14203.
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 3,201 shares
of Class A Common Stock of the total 66,556 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 2,263,299 shares of Class A Common Stock issued and
outstanding and 1,751,321 shares of Class B Common Stock issued and
outstanding as of September 30, 2000. 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.
Includes 3,833 shares of Class A Common Stock owned by a Partnership
in which Mr. Neumaier is a general partner.
6. Does not include any shares of Class A Common Stock or Class B Common
Stock held by Mr. Frank's adult children. Includes 26,625 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 15,171 shares of Class B Common Stock held in equal amounts
by Mr. Strobel as custodian for his three 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 10,396 shares of Class A Common Stock owned by Mr. Cellino's
spouse, as to which shares he disclaims beneficial ownership; also
includes 4,055 shares of Class A Common Stock owned by Mr. Cellino's
Individual Retirement Account. Includes 5 shares of Class A Common
Stock owned by a limited partnership in which Mr. Celino is a general
partner.
10. Includes 425,000 shares of Class A Common Stock owned by First
Carolina Investors, Inc. of which Mr. Baird is a shareholder,
director and Chief Executive Officer. It does not include 250,000
shares owned by the Cameron Baird Foundation.
11. Does not include 68,107 shares (32,650 shares of Class A Common Stock
and 35,457 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 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; includes 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; includes 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
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Messrs. Gerhard J. Neumaier, Silvestro, Frank, and Strobel entered
into a Stockholders' Agreement in 1970 which governs the sale of an
aggregate of 1,240,418 shares Class B Common Stock owned by them, the
former spouse of one of the individuals and the children of the
individuals. The 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.
SIGNATURE
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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 20, 2000 ECOLOGY AND ENVIRONMENT, INC.
By: /s/ Gerhard J. Neumaier
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Gerhard J. Neumaier, President
