UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act in 1934
For Quarter Ended October 26, 2002 Commission File #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 (I.R.S. Employer Identification No.)
organization)
368 Pleasant View Drive
Lancaster, New York 14086
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(Address of principal executive offices)
Registrant's telephone number, including area code: 716-684-8060
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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At December 1, 2002, 2,380,754 shares of Registrant's Class A Common Stock
(par value $.01) and 1,685,809 shares of Class B Common Stock (par value
$.01) were outstanding.
EXPLANATION OF FIRST AMENDMENT
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The Registrant, Ecology and Environment, Inc., (the "Company" or "EEI"),
filed a Form 10-Q on December 11, 2002 with the Securities and Exchange
Commission, (the "SEC"). This Amendment is being filed for the sole purpose
of providing a response to ITEM 3. Quantitative and Qualitative Disclosures
About Market Risk, and ITEM 4. Controls and Procedures. All other Items
remain unchanged from the previously filed Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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The Company may have exposure to market risk for change in interest rates,
primarily related to its investments. The Company does not have any
derivative financial instruments included in its investments. The Company
invests only in instruments that meet high credit quality standards. The
Company is averse to principal loss and ensures the safety and preservation
of its invested funds by limiting default risk, market risk and reinvestment
risk. As of October 26, 2002, the Company's investments consisted of short-
term commercial paper and mutual funds. The Company does not expect any
material loss with respect to its investments.
ITEM 4. CONTROLS AND PROCEDURES
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(a) Evaluation of disclosure controls and prodecures.
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The Company's chief executive officer and chief financial officer have
concluded that the Company's disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14(c)) are sufficiently effective to
ensure that the information required to be disclosed by the Company in
the reports it files under the Exchange Act is gathered, analyzed and
disclosed with adequate timeliness, accuracy and completeness, based on
an evaluation of such controls and procedures conducted within 90 days
prior to the date hereof.
(b) Changes in internal controls.
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There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation referred to above.
PART II - OTHER INFORMATION
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None.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of l934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ECOLOGY AND ENVIRONMENT, INC.
Date: December 12, 2002 By: RONALD L. FRANK
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RONALD L. FRANK
EXECUTIVE VICE PRESIDENT -
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL
ACCOUNTING OFFICER)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
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I, GERHARD J. NEUMAIER, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Ecology
and Environment, Inc.;
2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of lthe circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report.
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, result of operation and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function): a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal
controls; and b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: December 12, 2002 GERHARD J. NEUMAIER
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GERHARD J. NEUMAIER
President - Principal Executive Officer
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
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I, RONALD L. FRANK, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Ecology
and Environment, Inc.;
2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of lthe circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report.
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, result of operation and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report.
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function): a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal
controls; and b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: December 12, 2002 RONALD L. FRANK
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RONALD L. FRANK
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer-
Principal Financial Officer