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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INSITUFORM TECHNOLOGIES, INC.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
457667 10 3
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(CUSIP Number)
Robert W. Affholder COPY TO: Thomas A. Litz, Esq.
17988 Edison Avenue THOMPSON & MITCHELL
Chesterfield, Missouri 63005-3700 One Mercantile Center
(314) 532-6137 St. Louis, Missouri 63101
(314) 231-7676
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 1995
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
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CUSIP No. 457667 10 3 13D
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert W. Affholder
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,173,693
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 135,165
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,173,693
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 135,165
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,308,858
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
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14 TYPE OF REPORTING PERSON
IN
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INTRODUCTORY STATEMENT
Robert W. Affholder is filing this Amendment No. 1 to Schedule
13D (the "Amendment") as a result of the merger (the "Merger") on October 25,
1995, of Insituform Mid-America, Inc., a Delaware corporation ("IMA"), and
ITI Acquisition Corp., a Delaware corporation ("ITI Sub") and wholly-owned
subsidiary of Insituform Technologies, Inc., a Delaware corporation ("ITI").
This Amendment relates to the Schedule 13D filed by Mr. Affholder on June 2,
1995 which reported the execution of that certain Agreement and Plan of
Merger, dated May 23, 1995 (the "Merger Agreement"), by and among IMA, ITI
and ITI Sub pursuant to which Mr. Affholder may have been deemed to have
acquired beneficial ownership of the shares of ITI the class A common stock,
$.01 par value, of ITI (the "ITI Common Stock") referenced therein. Pursuant
to the Merger, ITI Sub merged with and into IMA, as a result of which IMA
became a wholly-owned subsidiary of ITI. Upon consummation of the Merger,
holders of the class A common stock, $.01 par value, of IMA (the "IMA Class A
Common Stock") became entitled to receive 1.15 shares of the ITI Common
Stock, for each share of IMA Class A Common Stock held, and the holders of
all of the outstanding shares of class B common stock, $.01 par value, of IMA
(the "IMA Class B Common Stock"), immediately prior to the consummation of
the Merger, converted each then outstanding share of IMA Class B Common Stock
into one share of IMA Class A Common Stock in accordance with the terms of
the IMA Class B Common Stock. Subsequent to the Merger, Mr. Affholder
beneficially owned 1,308,858 shares of ITI Common Stock, and ITI had reported
an aggregate of 27,104,144 shares of ITI Common Stock were issued and
outstanding.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the ITI Common Stock. The address
of the principal executive offices of ITI is 1770 Kirby Parkway, Suite 300,
Memphis, Tennessee 38138.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Merger Agreement, by and among IMA, ITI and ITI
Sub, upon consummation of the Merger, holders of the IMA Class A Common Stock
became entitled to receive 1.15 shares of the ITI Common Stock. Immediately
prior to the Merger, holders of the IMA Class B Common Stock converted each
share of IMA Class B Common Stock into one share of IMA Class A Common Stock.
As a result of the foregoing, 665,968 shares of IMA Class A Common Stock and
471,300 shares of IMA Class B Common Stock owned by Mr. Affholder were
converted into the right to receive 1,307,858 shares of ITI Common Stock.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of October 25, 1995 Mr. Affholder owned 1,308,858 shares
of ITI Common Stock, and ITI had reported an aggregate of 27,104,144 shares
of ITI Common Stock were issued and outstanding.
(b) Sole voting power: 1,173,693
Shared voting power: 135,165
Sole investment power: 1,173,693
Shared investment power: 135,165
(c) None.
(d) Not applicable.
(e) Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: December 6, 1995 /s/ Robert W. Affholder
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Robert W. Affholder
