1.
|
Name
of Reporting Persons.
|
Gerhard
J. Neumaier
|
|||
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(2)
|
Class
B(1)
|
||
411,181
|
373,933
|
||||
6.
|
Shared
Voting Power
|
Class
A
|
Class
B
|
||
-0-
|
-0-
|
||||
7.
|
Sole
Dispositive Power
|
Class
A
|
Class
B
|
||
37,248
|
-0-
|
||||
8.
|
Shared
Dispositive Power(3)
|
Class
A
|
Class
B(1)
|
||
373,933
|
373,933
|
||||
|
(1)
|
Class
B Stock is convertible into Class A Stock on a one for one
basis.
|
|
(2)
|
Does
not include 551 shares of Class A Common Stock owned by Mr. Neumaier's
spouse, as to which he disclaims beneficial ownership. Includes
20,361 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 2 shares of Class A Common Stock owned by a
Partnership in which Mr. Neumaier is a general
partner.
|
|
|
(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 certain shares of common stock owned by them, the former spouse of
one of the individuals and the children of those
individuals. The agreement provides that prior to accepting a
bona fide offer to purchase the certain covered 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.
|
9.
|
Aggregate
Amount Beneficially Owned by Reporting Person:
|
Class
A
|
Class
B
|
|
411,181
|
373,933
|
|||
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
Common
Stock
|
Class
B
Common
Stock
|
|
14.4%
|
22.6%
|
|||
12.
|
Type
of Reporting Person:
|
Individual
|
||
Item 1(a):
|
Name
of Issuer:
|
Ecology
and Environment, Inc.
|
|||
Item
1(b):
|
Address
of Issuer's Principal Executive Offices:
|
368
Pleasant View Drive
Lancaster,
New York
|
|||
Item
2(a):
|
Name
of Person Filing:
|
Gerhard
J. Neumaier
|
|||
Item
2(b):
|
Address
of Principal Business Office:
|
368
Pleasant View 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)
|
Class
A
|
Class
B
|
||
411,181
|
373,933
|
||||
Item
4(b):
|
Percent
of Class:
|
Class
A
|
Class
B
|
||
14.4%
|
22.6%
|
||||
Item
4(c)(i):
|
Sole
Power to Vote or to direct the vote -
|
Class
A
|
Class
B
|
||
411,181
|
373,933
|
||||
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
|
||
37,248
|
-0-
|
||||
Item
4(c)(iv):
|
Shared
Power to dispose or to direct the disposition of -
|
Class
A
|
Class
B
|
||
373,933
|
373,933
|
||||
|
(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)
|
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 certain shares of common stock owned by them, the former spouse of
one of the individuals and the children of those
individuals. The Agreement provides that prior to accepting a
bona fide offer to purchase the certain covered 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.
|
|
(4)
|
There
are 2,478,036 shares of Class A Common Stock outstanding and 1,651,273
shares of Class B Common Stock outstanding as of December 31,
2009.
|
|
(5)
|
Does
not include 551 shares of Class A Common Stock owned by Mr. Neumaier's
spouse as to which he disclaims beneficial ownership. Includes
23,201 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 2 shares of Class A Common Stock or Class B
Common Stock owned by a Partnership in which Mr. Neumaier is a general
partner.
|
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
9:
|
Notice
of Dissolution of Group:
|
Not
Applicable
|
||
Item
10:
|
Certification:
|
Not
Applicable
|
||
Date:
|
January
28, 2010
|
Signature:
|
/s/
Gerhard J. Neumaier
|
Name/Title:
|
Gerhard
J. Neumaier, Director
|