UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ---------- to ----------
Commission file number 0-10786
INSITUFORM TECHNOLOGIES, INC.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3032158
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1770 Kirby Parkway, Suite 300
Memphis, Tennessee 38138
- ---------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 901-759-7473
------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value
------------------------------------
(Title of class)
Indicate by a 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 as 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 [ ]
<PAGE>
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information
state-ments incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held
by non-affiliates of the registrant. The aggregate market value
shall be computed by reference to the price at which the stock was
sold, as of a specified date within 60 days prior to the date of
filing.
Aggregate market value as of March 15, 1996.....$202,915,060
Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of the latest practicable
date.
Class A Common Stock, $.01 par value,
as of March 15, 1996................. 27,152,171 shares
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the documents, all or portions of which are
incorporated by reference herein, and the part of the Form 10-K
into which the document is incorporated: Proxy Statement to be
filed with respect to the 1996 Annual Meeting of Stockholders-Part
III.
<PAGE>
<PAGE>
AMENDMENT NO. 1
The undersigned hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form
10-K for the fiscal year ended December 31, 1995, as set forth in
the pages attached hereto:
Item 10. Directors and Executive Officers of the
Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial
Owners and Management
Item 13. Certain Relationships and Related
Transactions
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
Certain biographical information concerning the directors of
Insituform Technologies, Inc. (the "Company") is set forth below.
Such information was furnished by them to the Company.
<TABLE>
<CAPTION>
Name of Director Age Biographical Information
- ---------------- --- ------------------------
<S> <C> <C>
Robert W. Affholder 60 Senior Vice President-Chief
Operating Officer of North American
Contracting Operations of the
Company since October 1995; Vice
Chairman, Insituform Mid-America,
Inc. ("IMA"), from 1993 to 1995;
President of IMA from 1994 to 1995
and from prior to 1991 to 1993;
Director of the Company since 1995.
Paul A. Biddelman 50 Treasurer, Hanseatic Corporation
(private investment company) since
1992; Managing Director, Clements
Taee Biddelman Incorporated
(financial advisors) from 1991 to
1992; Director: Celadon Group, Inc.,
Electronic Retailing Systems
International, Inc., Premier Parks
Inc., Petroleum Heat & Power
Company, Inc., TLC Beatrice Inter-
national Holdings, Inc., Oppenheimer
Group, Inc., Star Gas Corporation
(general partner of Star Gas
<PAGE>
Name of Director Age Biographical Information
- ---------------- --- ------------------------
Partners, L.P.); Director of the
Company since 1988.
Brian Chandler 70 Private investor since prior to
1991; consultant to the Company from
prior to 1991 to 1994; Director of
the Company since 1987.
Douglas K. Chick 72 Private investor since prior to
1991; consultant to the Company from
1991 to 1994; Director of the
Company since 1990.
William Gorham 65 President, The Urban Institute
(government policy research) since
prior to 1991; Director of the
Company since 1992.
Jerome Kalishman 68 Vice Chairman of the Board of the
Company since October 1995; Chairman
and Chief Executive Officer of IMA
from prior to 1991 to 1995; Director
of the Company since 1995.
James D. Krugman 47 Partner, Krugman, Chapnick &
Grimshaw (attorneys) since prior to
1991; Chairman of the Board of the
Company since 1988; Director:
Hayward Industries, Inc.; Director
of the Company since 1987.
Jean-Paul Richard 53 President and Chief Executive
Officer of the Company since 1993;
Chief Executive of Massey-Ferguson
Group of Varity Corporation from
1992 to 1993, and Senior Vice
President-Corporate Development of
Varity from 1991 to 1992; Executive
Vice President of Asea Brown Boveri,
Inc., a subsidiary of Asea Brown
Boveri, from 1990 to 1991; Director:
AGCO Corporation; Director of the
Company since 1994.
Steven Roth 54 General Partner, Interstate
Properties (real estate development
and construction) since prior to
1991; Chairman and Chief Executive
Officer, Vornado Realty Trust (real
<PAGE>
Name of Director Age Biographical Information
- ---------------- --- -------------------------
estate operating company) since
1990; Chief Executive Officer of
Alexander's, Inc. since March 1995;
Director: Vornado Realty Trust,
Alexander's, Inc.; Director of the
Company since 1992.
Alvin J. Siteman 68 Chairman of the Board of Mark Twain
Bancshares, Inc. since prior to
1991; President of Flash Oil
Corporation, Site Oil Corporation,
Site Oil Company of Missouri and The
Siteman Organization (oil and real
estate) since prior to 1991;
Director of the Company since 1995.
Silas Spengler 65 Principal, Sullivan Associates, Inc.
(board of directors search firm)
since 1994; Partner, Reid & Priest
(attorneys) from 1992 to 1994;
Partner, Spengler Carlson Gubar
Brodsky & Frischling (attorneys)
from prior to 1991 to 1992; Director
of the Company since 1987.
Sheldon Weinig 68 Adjunct Professor at Columbia
University since 1994 and at State
University of New York, Stony Brook,
since 1993; Consultant, Sony
Engineering and Manufacturing of
America from 1994 to 1996, and Vice
Chairman from prior to 1991 to 1994;
Director: Aseco Corporation,
Intermagnetics General Corporation;
Director of the Company since 1992.
Russell B. Wight, Jr. 56 General Partner, Interstate
Properties (real estate development
and construction) since prior to
1990; Director: Vornado Realty
Trust; Director of the Company since
1992.
</TABLE>
In December 1992, in connection with the Company's acquisition
(the "IGL Acquisition") of Insituform Group Limited ("IGL"), the
Company's certificate of incorporation was amended so as to divide
the Board of Directors of the Company into three classes, as equal
in size as possible, having staggered three-year terms, with the
term of one class expiring each year, and to fix the number of
<PAGE>
directors of the Company at not less than six nor more than 15, the
exact number to be specified in the By-laws of the Company.
In October 1995, in connection with the transaction pursuant
to which the Company's wholly-owned subsidiary, ITI Acquisition
Corp. ("ITI Sub"), merged into and with IMA so that IMA became a
wholly-owned subsidiary of the Company (the "IMA Merger"), the
Company's certificate of incorporation was further amended to
replace certain other terms added in connection with the IGL
Acquisition and provide for the appointment of directors and
filling of vacancies on the Board as contemplated by the Agreement
and Plan of Merger dated as of May 23, 1995 among the Company, ITI
Sub and IMA. Upon consummation of the IMA Merger, the Board of
Directors was expanded to include: Messrs. Gorham, Siteman,
Spengler and Weinig, for a term expiring at the 1996 annual meeting
of stockholders of the Company ("Class I Directors"); Messrs.
Affholder, Biddelman, Chick and Roth, for a term expiring at the
1997 annual meeting of stockholders of the Company ("Class II
Directors"); and Messrs. Chandler, Kalishman, Krugman, Richard and
Wight for a term expiring at the 1998 annual meting of stockholders
of the Company ("Class III Directors"). Other than Mr. Richard, the
directors are grouped as follows: (i) Messrs. Biddelman, Chandler,
Chick, Krugman and Spengler constitute the "INA Group"; (ii)
Messrs. Gorham, Roth, Weinig and Wight constitute the "IGL Group";
and (iii) Messrs. Affholder, Kalishman and Siteman constitute the
"IMA Group". The INA Group and the IGL Group, together with Mr.
Richard, comprised the Board of Directors of the Company prior to
the IMA Merger, and the IMA Group was designated for appointment by
IMA. The Company has further agreed that during the period from the
consummation of the IMA Merger until December 9, 1998 (the "Term"),
the Company will nominate and recommend for re-election to its
Board of Directors, upon expiration of their terms, the Class I
Directors, the Class II Directors and the Class III Directors. If,
during the Term, any director resigns or is unable to serve for any
reason, such vacancy will be filled with a designee chosen by the
remaining members of that director's group, and thereafter the
Company will nominate and recommend such designee for election to
the Board of Directors of the Company.
For information concerning the executive officers of the
Company, see pages 25 through 27 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 as originally filed,
under the caption "Item 1. Business-Executive Officers", which
information is incorporated herein by reference.
No family relationship exists between any of the directors or
executive officers of the Company.
Based solely upon a review of copies of reports received by it
pursuant to Section 16(a) of the Securities Exchange Act of 1934,
and the written representations of its incumbent directors and
officers, and holders of more than ten percent of any registered
<PAGE>
class of the Company's equity securities, the Company believes that
during 1995 all filing requirements applicable to its directors,
officers and ten percent holders under said section were satisfied,
except that William Gorham filed one report on Form 4 subsequent to
the due date thereof disclosing eight sales aggregating 20,000
shares of class A common stock, $.01 par value (the "Common
Stock"), of the Company.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
DIRECTOR COMPENSATION
Each director of the Company who is not an operating officer
of the Company is entitled to receive compensation in the amount of
$12,000 per annum and $1,000 per meeting of the Board of Directors
attended by such director, plus reimbursement of his expenses.
James D. Krugman, Chairman of the Board of the Company, holds
an option granted under the Company's 1992 Director Stock Option
Plan (the "Director Plan") on December 13, 1993 covering 95,000
shares of Common Stock, exercisable at a per share price of $14.50,
the closing price of the Common Stock on the NASDAQ National Stock
Market on such date.
As a consequence of the exchange of options previously granted
by IGL for options granted by the Company, on December 9, 1992
William Gorham, Sheldon Weinig and Russell B. Wight, Jr., who
became directors of the Company upon consummation of the IGL
Acquisition, were granted options covering 57,720 shares, 22,200
shares and 16,650 shares of Common Stock, respectively, at
exercise prices ranging from $6.53 to $13.74 per share, calculated
in accordance with the terms of the IGL Acquisition. In January
1995, Mr. Weinig exercised options covering 5,550 shares at an
exercise price of $6.53 per share, at which time options covering
5,550 shares and 11,100 shares held by, respectively, Messrs.
Gorham and Wight expired. In July 1993, options covering 23,310
shares of Common Stock were granted by the Company to William
Gorham in replacement of options then expiring covering the same
number of shares, at the exercise price per share under the prior
options of $9.68, which were exercised by Mr. Gorham in June and
July 1995. Options covering 28,860 shares, 16,650 shares and 5,550
shares held by, respectively, Messrs. Gorham, Weinig and Wight
expired in December 1995.
As a consequence of the assumption and exchange of options
previously granted by IMA for options granted by the Company, on
October 25, 1995 Alvin Siteman, who became a director of the
Company upon consummation of the IMA Merger, held options covering
38,335 shares, at exercise prices ranging from $3.00 to $9.79 per
share, calculated in accordance with the terms of the IMA Merger
(see "Stock Plans" below).
<PAGE>
Mr. Richard holds options covering 300,000 shares (see
"Certain Agreements with Directors and Executive Officers" below),
granted in connection with his acceptance of employment with the
Company in 1993, and covering 100,000 shares, granted in 1995 under
the Director Plan (see "Executive Compensation" below). Except as
aforesaid, no current director of the Company holds any options
granted by the Company. For information with respect to other
agreements entered into by the Company and certain directors, see
"Certain Agreements with Directors and Executive Officers" below.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth
certain information with respect to compensation for each of the
Company's last three completed fiscal years of the Company's Chief
Executive Officer and each of the four other most highly-
compensated executive officers during the most recent fiscal year:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compensation
Annual Compensation ------------
------------------------------------------ Securities
Name and Other Com- Underlying All Other
Principal Position Year Salary Bonus pensation<F1> Options(#) Compensation
- ------------------ ---- ------ ----- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Jean-Paul Richard 1995 $400,000 -- -- 100,000 $12,542<F3>
President and Chief 1994 400,000 $264,000 -- -- 83,405
Executive Officer<F2> 1993 35,386 236,250<F4> -- 300,000 5,613
Jerome Kalishman 1995 214,583 75,000 -- -- 19,972<F6>
Vice Chairman of the 1994 225,000 -- -- -- 4,319
Board<F5> 1993 225,000 37,500 -- -- 8,260
Robert W. Affholder 1995 229,167 75,000 -- -- 11,531<F8>
Senior Vice President- 1994 225,000 -- -- -- 3,509
Chief Operating Officer 1993 225,000 37,500 -- -- 7,450
of North American Con-
tracting Operations<F7>
Anthony W. Hooper 1995 235,000 -- - 25,000 2,405<F11>
Senior Vice President 1994 220,000 100,100 $53,968<F10> 12,000 80,730
Marketing and Technology<F9> 1993 17,770 -- -- 75,000 2,315
William A. Martin 1995 175,000 -- -- 10,000 14,707<F12>
Senior Vice President- 1994 165,334 51,709 -- 8,000 15,623
Chief Financial Officer 1993 155,807 15,800 -- 15,000 14,759
- -----------------
<FN>
<F1>
Excludes perquisites and other personal benefits unless the aggregate amount of such compensation exceeds the
lesser of either $50,000 or 10% of the total of annual salary and bonus reported for the named executive
officer.
<F2>
Mr. Richard joined the Company in November 1993.
<PAGE>
<F3>
Represents $8,412 in relocation expense, $400 in 401(k) contributions under the Company's 401(k) Profit-Sharing
Plan (the "Restated Plan") and $3,730 in term life insurance premiums.
<F4>
Represents amounts in lieu of bonus from former employer.
<F5>
Mr.Kalishman became Vice Chairman of the Board of the Company in 1995 in connection with the IMA Merger. Prior
to that time he served as Chairman and Chief Executive Officer of IMA. Amounts shown for 1993 and 1994 represent
compensation from IMA, and amounts shown for 1995 include compensation from IMA and amounts paid pursuant to
the agreements entered into by the Company with Mr. Kalishman effective upon completion of the IMA Merger. See
"Certain Agreements with Directors and Executive Officers" below.
<F6>
Represents $15,064 in consulting fees, $3,648 in contributions under IMA's profit-sharing plan and $1,260 in
term life insurance premiums.
<F7>
Mr. Affholder became Senior Vice President-Chief Operating Officer of North American Contracting Operations of
the Company in October 1995 in connection with the IMA Merger. Prior to that time he served as Vice Chairman
of IMA. Amounts shown for 1993 and 1994 represent compensation from IMA, and amounts shown for 1995 include
compensation from IMA and amounts paid pursuant to the agreements entered into by the Company with Mr. Affholder
effective upon completion of the IMA Merger. See "Certain Agreements with Directors and Executive Officers"
below.
<F8>
Represents $7,433 in 401(k) contributions by IMA, $3,648 in contributions under IMA's profit-sharing plan and
$450 in term life insurance premiums.
<F9>
Mr. Hooper joined the Company in November 1993.
<F10>
Includes 1994 reimbursement for taxes in the amount of $43,509.
<F11>
Represents $400 in 401(k) contributions under the Restated Plan and $2,005 in term life insurance premiums.
<F12>
Represents $12,000 in profit-sharing contributions under the Restated Plan, $400 in 401(k) contributions under
such plan and $2,367 in term life insurance premiums.
</FN>
</TABLE>
Option Grant Table. The following table sets forth certain
information regarding options granted by the Company during the
year ended December 31, 1995 to the individuals named in the above
compensation table:
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants Potential Realizable
------------------------------------------------------- Value at Assumed
Number of Annual Rates of Stock
Securities % of Total Price Appreciation
Underlying Options Granted Exercise for Option Term<F2>
Options to Employees Price Expiration --------------------
Name Granted(#) In Fiscal Year<F1> ($/sh) Date 5% 10%
- ---- ---------- ---------------- -------- ---------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Jean-Paul Richard 100,000 25.1% $11.50 12/01/00 $317,724 $702,087
Jerome Kalishman -- -- -- -- -- --
Robert W. Affholder -- -- -- -- -- --
Anthony W. Hooper 25,000 6.3 12.00 11/28/00 82,884 183,153
William A. Martin 10,000 2.5 12.00 11/28/00 33,154 73,261
<PAGE>
_________________________
<FN>
<F1>
Based upon (i) the number of shares issuable upon exercise of options granted by the Company (exclusive of
options granted pursuant to the Insituform Mid-America, Inc. Stock Option Plan [the "IMA Plan"] and assumed by
the Company pursuant to the IMA Merger), plus (ii) the number of shares issuable upon exercise of options
granted under the IMA Plan during such year multiplied by 1.15 (the number of shares of the Company's Common
Stock into which each share of IMA class A common stock, $.01 par value [the "IMA Class A Common Stock"], was
convertible in the IMA Merger).
<F2>
Amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end
of the option term. These gains are based on arbitrarily assumed rates of stock price appreciation of 5% and
10% compounded annually from the date the respective options are granted to their expiration date.
</FN>
</TABLE>
Aggregate Option Exercises and Year-End Option Table. The
following table sets forth certain information regarding exercises
of stock options, and stock options held as of December 31, 1995,
by the individuals named in the above compensation table:
<TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year-End(#) at Year-End<F1>
Shares Acquired Value ------------------------------ ---------------------
Name on Exercise (#) Realized($)<F1> Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jean-Paul Richard..... -- -- 325,000 75,000 $ 1,563 $ 4,688
Jerome Kalishman...... -- -- -- -- -- --
Robert W. Affholder... -- -- -- -- -- --
Anthony W. Hooper..... -- -- 62,250 49,750 -- --
William A. Martin..... -- -- 27,750 15,250 -- --
- --------------------
<FN>
<F1> Calculated on the basis of the fair market value of the underlying securities at the exercise date or
at year-end, as the case may be, minus the exercise price.
</FN>
</TABLE>
STOCK PLANS
Under the Company's 1983 Stock Option Plan (the "Prior Plan"),
there were outstanding options for 30,076 shares of Common Stock as
of April 1, 1996. No further options may be granted under the Prior
Plan.
In June 1992, the stockholders of the Company approved the
Company's 1992 Employee Stock Option Plan (the "Employee Plan"),
under which options to purchase an aggregate of 500,000 shares of
Common Stock (as subsequently increased) were subject to grants to
key employees who are not directors (including executive officers),
<PAGE>
and the Director Plan, under which options to purchase an aggregate
of 500,000 shares of Common Stock may be granted to directors of
the Company (including executive officers), as previously adopted
by the Board of Directors. In June 1994, the stockholders of the
Company approved an increase in the number of authorized shares of
Common Stock available for issuance under the Employee Plan to
1,000,000 shares.
The Employee Plan is administered by the Compensation
Committee of the Board of Directors, and the Director Plan is
administered by the Director Stock Option Committee of the Board of
Directors. Each such committee, with respect to the plan that it
administers, is empowered to determine the persons who are to
receive options, the number of shares to be subject to each option
and whether such options will be incentive stock options or non-
qualified stock options. Pursuant to amendments to the Employee
Plan adopted in April 1994, the Compensation Committee may
authorize another committee of the Board of Directors constituted
for such purpose to allocate options approved in the aggregate by
the Compensation Committee among employees who are not officers.
The exercise price of an option under either the Employee Plan or
the Director Plan may not be less than the lesser of the fair
market value of the Common Stock on the date of grant of the
option, or the tangible book value per share of Common Stock as of
the end of the fiscal quarter of the Company immediately preceding
the grant, provided that no incentive stock option may be granted
at an option price which is less than the market value per share of
the Common Stock on the date of grant.
In October 1995, in connection with the consummation of the
IMA Merger, the Company assumed options (the "IMA Options")
previously granted under the Insituform Mid-America, Inc. Stock
Option Plan upon the same terms and conditions as contained under
such plan, except that: (i) each IMA Option became exercisable for
that number of shares of the Company's Common Stock into which the
number of shares of IMA Class A Common Stock subject to such option
immediately prior to the IMA Merger would have been convertible in
such transaction if such shares had been outstanding, and (ii) the
option price per share of the Company's Common Stock was adjusted
to an amount obtained by dividing (x) the exercise price per share
in effect on such date times the number of shares of IMA Class A
Common Stock previously covered by such IMA Option, by (y) the
number of shares of the Company's Common Stock covered by such
option as so assumed. As a result of such arrangements, the Company
assumed options covering an aggregate of 449,236 shares of Common
Stock (444,000 shares of which were covered by options outstanding
at April 1, 1996).
See "Certain Agreements with Directors and Executive Officers"
below for a description of additional options granted to Mr.
Richard in connection with his acceptance of employment with the
Company.
<PAGE>
CERTAIN AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS
The Company and James D. Krugman, Chairman of the Board of the
Company, are parties to an employment agreement which became
effective on December 9, 1992 upon the closing of the IGL
Acquisition. Such agreement provides that Mr. Krugman will serve as
Chairman of the Board of the Company until the later of (i) the
sixth anniversary of such closing or (ii) the date of the sixth
annual meeting of stockholders of the Company following July 3,
1992 or until such other date as Mr. Krugman's employment
terminates pursuant to such agreement, at an annual salary of
$100,000. In the event of Mr. Krugman's death, the agreement
terminates automatically. Mr. Krugman may cancel the agreement at
any time upon 60 days' written notice delivered to the Company, and
the Company may terminate the agreement upon the failure of Mr.
Krugman to perform his duties thereunder owing to illness or other
incapacity, if such failure continues for a period of more than six
months, or if Mr. Krugman commits any act in bad faith and to the
material detriment of the Company or is convicted of a felony.
The Company's arrangements with Jerome Kalishman, under which
Mr. Kalishman became Vice Chairman of the Board of Directors in
October 1995 in connection with the IMA Merger, provides for a term
expiring on December 9, 1998 and an annual salary of $100,000. The
Company also entered into a consulting agreement with Mr. Kalishman
pursuant to which the Company engaged Mr. Kalishman as a consultant
in connection with the business of the Company for a two year term
at an annual fee of $150,000. Such agreements are terminable by Mr.
Kalishman at any time upon at least 60 days' written notice, and
are terminable by the Company upon the failure of Mr. Kalishman to
perform his duties thereunder owing to illness or other incapacity,
if such failure continues for a period of six months, or for other
cause (as defined in such agreements). Mr. Kalishman's arrangements
with the Company include health insurance benefits and use of an
automobile. In the event of Mr. Kalishman's death, such agreements
terminate automatically. Mr. Kalishman has also entered into a non-
competition agreement with the Company extending from the
completion of the IMA Merger until the later of five years
thereafter or two years after all service to the Company has ended.
The Company's arrangements with Jean-Paul Richard, under which
Mr. Richard became President and Chief Executive Officer in
November 1993, in addition to base salary provide for bonus
payments in an amount per annum up to 75% of base salary,
conditioned on fulfilling performance criteria. As an inducement to
his accepting employment with the Company, the Board of Directors
authorized the grant to Mr. Richard of a five-year option covering
300,000 shares of Common Stock, which the Company will register
under the Securities Act of 1933, issuable upon exercise of such
option at a per share price of $16.25 (equal to the closing price
of the Common Stock as quoted on the NASDAQ National Stock Market
<PAGE>
on the date of grant). Such option vested and became exercisable
through the option term with respect to 50,000 shares upon
commencement of employment, and with respect to the remainder of
such shares in October 1995 upon consummation of the IMA Merger and
the election of a Board of Directors of the Company other than
pursuant to the terms of the IGL Acquisition.
The Company also agreed to reimburse Mr. Richard for specified
reasonable relocation costs, and to provide a $700 per month car
allowance, reimbursement for country club membership fees and
health insurance benefits. The Company's arrangements with Mr.
Richard provide that in the event Mr. Richard's employment with the
Company is terminated other than for cause, the Company will be
obligated to pay severance to Mr. Richard in an amount equal to two
years' base salary.
The Company's arrangements with Robert W. Affholder, entered
into in October 1995 in connection with the IMA Merger, provide for
Mr. Affholder initially to serve as Senior Vice President-Chief
Operating Officer of North American Contracting Operations of the
Company, and thereafter in such other executive staff position as
may be designated by the Company, over a term of three years at an
annual salary of $250,000. In the event of Mr. Affholder's death,
such arrangements terminate automatically, and are terminable by
the Company upon the failure of Mr. Affholder to perform his duties
thereunder owing to illness or other incapacity, if such illness
continues for a period of six months, or for other cause (as
defined in such agreement). Mr. Affholder's arrangements with the
Company entitle him to participate in medical and other employee
benefit plans and to the use of an automobile. Mr. Affholder has
also entered into a non-competition agreement with the Company
extending from the completion of the IMA Merger until the later of
five years thereafter or two years after all service to the Company
has ended.
The Company's arrangements with Anthony W. Hooper, under which
Mr. Hooper became an executive officer in November 1993, in
addition to base salary provide for bonus payments in an amount up
to $110,000 per annum based on performance criteria. The Company's
arrangements with Mr. Hooper provided for the Company to reimburse
Mr. Hooper for reasonable relocation costs, and to provide a $700
per month car allowance, reimbursement for one country club
membership and medical and life insurance benefits. In connection
with his relocation to Memphis, the Company extended an interest-
free bridge loan in the amount of $230,000 to Mr. Hooper, which was
repaid in August 1994. In the event Mr. Hooper's employment is
terminated by the Company other than for cause, the Company would
be obligated to pay to him amounts equal to twelve months' base
salary.
<PAGE>
In connection with the commencement of his employment as chief
financial officer of the Company, the Company extended a severance
arrangement to William A. Martin pursuant to which, in the event of
termination of employment by the Company without cause, the Company
will deliver six months' prior notice thereof plus payments equal
in amount to six months' base salary.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year ended December 31, 1995, the Company's
Compensation Committee consisted of James D. Krugman, Paul
Biddelman, William Gorham, Steven Roth and, after the consummation
of the IMA Merger, Alvin J. Siteman. Mr. Krugman is Chairman of the
Board of the Company. The Company's Director Plan, under which
executive officers (including the Company's chief executive
officer) who are also directors are entitled to receive option
grants is administered by the Director Stock Option Committee,
which during such year consisted of Brian Chandler and Douglas K.
Chick.
In connection with the IGL Acquisition, and so as to enable
the IGL Acquisition to qualify as a pooling-of-interests under
United States generally accepted accounting principles, the
Company, Brian Chandler, Douglas K. Chick, Parkwood Limited, as
trustee of the Anthony Basmadjian "P" Settlement ("Parkwood"), and
Ringwood Limited ("Ringwood") entered into an agreement dated July
3, 1992 pursuant to which a prior pledge agreement extended by
Messrs. Chandler and Chick and Parkwood, covering Ordinary Shares
of IGL and securing a promissory note from Mr. Chandler and
Parkwood to the Company were, together with Mr. Chick's guaranty of
such note, cancelled, and in exchange Messrs. Chick and Chandler
and Ringwood executed and delivered to the Company a substitute
stock pledge agreement (the "New Pledge Agreement"), and Ringwood
executed and delivered to the Company a secured non-recourse
promissory note in the initial principal amount of $3,623,842.40
(the "Non-Recourse Note"). Messrs. Chandler and Chick, together
with Parkwood, Ringwood and Barford Limited, as trustee of the
Anthony Basmadjian Settlement ("Barford"), are members of a group
(the "Ringwood Group"), within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, holding in excess of 5% of the
outstanding Common Stock.
The Non-Recourse Note bears interest at a rate per annum equal
to 2-1/2% above the prime rate from time to time in effect at
Citibank, N.A. and was originally due July 3, 1995. In May 1995,
the maturity date was extended by one year, and in December 1995
the interest payment otherwise due in January 1996 was postponed to
be due on a date (the "Extension Date") no later than 30 days after
the date of first publication of the Company's operating results
covering at least a 30-day period after consummation of the IMA
Merger. Pursuant to the New Pledge Agreement, and as security for
<PAGE>
the Non-Recourse Note, Ringwood and Messrs. Chick and Chandler
pledged to the Company 255,801 shares of class B common stock, $.01
par value, of the Company beneficially owned by them (which, in
connection with the IGL Acquisition and in accordance with their
terms, were converted into shares of Common Stock on a share-for-
share basis). During the year ended December 31, 1995, Ringwood
paid to the Company $205,000 in interest on the Non-Recourse Note.
At the Extension Date, Ringwood had defaulted in the payment to the
Company of its interest payment postponed as aforesaid. Ringwood,
together with Messrs. Chandler and Chick, have proposed that the
Company extend the maturity of the loan (in which event such
interest payment would be brought current). The Board of Directors
of the Company has not reached a determination with respect to such
proposal or whether to assert the Company's rights to foreclose on
a portion of such collateral in order to satisfy such defaulted
payment, and has appointed an independent committee of the Board in
order to evaluate and recommend for action by a disinterested
majority of the Board action regarding any such extension and the
terms thereof.
In December 1995, in exchange for payment in the amount of
$250,000, the Company obtained an option from Sound Pipe Limited
("SPL"), a company affiliated with Messrs. Chandler and Chick, for
a three-month period to evaluate certain pipe rehabilitation
technologies developed by SPL and, at the election of the Company,
to negotiate a license agreement from SPL providing for the
commercialization of such technologies by the Company. SPL, as
guaranteed by Messrs. Chandler and Chick, further agreed that, in
the event the Company elected not to pursue such transaction, such
payment would be refunded to the Company. The Company elected not
to pursue any such license and, accordingly, SPL has returned such
amount to the Company.
The Company and Messrs. Chandler and Chick and their
affiliates have addressed the application, if any, of certain
commitments alleged by IGL (which was acquired by the Company in
1992) to have been made by Mr. Chandler in 1983 requiring him,
through November 1993, to offer free of cost to IGL any new ideas,
inventions and technology for which Mr. Chandler was responsible.
Mr. Chandler had previously taken the position, in a Statement on
Schedule 13D filed in 1989 with respect to shareholdings in IGL by
the Ringwood Group, that such commitments are not enforceable. The
Company has acknowledged Mr. Chandler's position, but has not
formally agreed or disagreed with it. The Company will submit any
definitive arrangements regarding transactions with Messrs.
Chandler and Chick and their affiliates for review and approval by
a majority of the disinterested members of the Company's Board of
Directors, which will include consideration of any legal issues
concerning such technologies. There can be no assurance that the
Company would have access to any technology developed by Messrs.
Chandler and Chick and their affiliates on favorable terms or at
<PAGE>
all, or would be in a position to prevent the conduct of
potentially competing activities utilizing such developments.
In order to finance a portion of the purchase price for its
acquisition of Insituform Midwest, Inc., in July 1993 the Company
sold its 8.5% senior subordinated note in the principal amount of
$5 million (the "Subordinated Note"), and related warrants
exercisable with respect to 350,877 unregistered shares of Common
Stock, to Hanseatic Corporation ("Hanseatic"), which Hanseatic
holds for discretionary customer accounts and an affiliate, as
described under "Item 12. Security Ownership of Certain Beneficial
Owners and Management." Paul Biddelman is Treasurer of Hanseatic.
The Subordinated Note requires quarterly payments of interest at
8.5% per annum and installments of principal in the amount of $1
million on each of the fifth through eighth anniversary dates of
closing, with the entire remaining principal due nine years after
closing. The Subordinated Note is subordinated to bank and other
institutional financing, and purchase money debt incurred in
connection with acquisitions of businesses, is prepayable at the
option of the Company, at premiums until the fifth anniversary of
closing ranging from 3% to 1% of the amount prepaid. During the
year ended December 31, 1995, the Company paid to Hanseatic
$425,000 in interest on the Subordinated Note. The warrants are
exercisable, at the election of the holder, through July 26, 1998,
at a price per share of Common Stock of $14.25, and such shares are
entitled to demand and incidental registration rights.
Mr. Siteman is the largest shareholder and Chairman of the
Board of the parent of Mark Twain Bank. Upon consummation of the
IMA Merger and the re-financing of such amounts, the portion of the
outstanding principal under IMA's term loan facility held by such
bank, established in April 1995, was $4,749,000, and the portion of
the outstanding principal under IMA's credit line held by such
bank was $5,548,000. During the year ended December 31, 1995, IMA
paid interest in the amount of $598,000 to Mark Twain Bank.
James D. Krugman, Chairman of the Board of the Company, in
addition to Howard Kailes, Secretary of the Company, are members of
the law firm of Krugman, Chapnick & Grimshaw. During the year ended
December 31, 1995, Krugman, Chapnick & Grimshaw received fees for
legal services rendered to the Company, including in connection
with the IMA Merger, of $1,766,000, together with reimbursement of
out-of-pocket expenses of $247,577. It is expected that Krugman,
Chapnick & Grimshaw will continue to render legal services to the
Company in the future.
Steven Roth is a member of a partnership which, in addition to
the members of the Ringwood Group (including Messrs. Chandler and
Chick), holds certain registration rights extended by the Company.
See "Item 13. Certain Relationships and Related Transactions,"
which information is incorporated herein by reference.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
The following table sets forth certain information as of April
1, 1996 with respect to the number of shares of Common Stock owned
by (i) each person known by the Company to own beneficially more
than 5% of the outstanding shares of Common Stock, (ii) each
director of the Company who owned beneficially any shares of Common
Stock, (iii) each executive officer of the Company named in the
summary compensation table under "Item 11. Executive Compensation,"
and (iv) all directors and executive officers of the Company as a
group:
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Percent
Beneficial Owner Beneficially Owned<F1> of Class
---------------- --------------------- --------
<S> <C> <C>
Jerome and Nancy Kalishman................... 3,221,137<F2> 11.9%
17988 Edison Avenue
Chesterfield, Missouri 63005
T. Rowe Price Associates, Inc................ 2,226,765<F3> 8.2
100 East Pratt Street
Baltimore, Maryland 21202
Interstate Properties
Park 80 West-Plaza Two
Saddle Brook, New Jersey 07663<F4>.......... 1,660,072 6.1
David Mandelbaum
80 Main Street
West Orange, New Jersey 07052............. 1,660,072<F5> 6.1
Steven Roth
Park 80 West-Plaza Two
Saddle Brook, New Jersey 07663............ 1,670,072<F5> 6.2
Russell B. Wight, Jr.
Park 80 West-Plaza Two
Saddle Brook, New Jersey 07663............ 1,664,744<F5> 6.1
Group comprised of Parkwood Limited,
as trustee of the Anthony Basmadjian
"P" Settlement, Brian Chandler,
Ringwood Limited, Barford Limited,
as trustee of the Anthony Basmadjian
Settlement, and Douglas K. Chick............ 1,442,032<F6> 5.3
Parkwood Limited, as trustee of the
Anthony Basmadjian "P" Settlement,
c/o Century House
Richmond Road
Hamilton, Bermuda<F7>...................... 880,641 3.2
Brian Chandler
8933 St. Gallen 60
Steiermark, Austria<F8>.................... 561,391 2.1
<PAGE>
Ringwood Limited
Century House
Richmond Road
Hamilton, Bermuda<F8>...................... 461,391 1.7
Barford Limited, as trustee of
the Anthony Basmadjian Settlement
LeGrand Dixcart
Sark, Channel Islands<F8><F9>.............. 461,391 1.7
Douglas K. Chick
Bays Hill Cottage
Barnett Lane
Elstree, Hertfordshire
United Kingdom<F7><F8><F9>................ 1,342,032 4.9
Robert W. Affholder.......................... 1,307,858<F10> 4.8
Paul A. Biddelman............................ 380,877<F11> 1.4
William Gorham............................... 15,175<F12> <F13>
James D. Krugman............................. 154,914<F14> <F13>
Alvin J. Siteman............................. 198,690<F15> <F13>
Silas Spengler............................... 2,000 <F13>
Sheldon Weinig............................... 12,099 <F13>
Jean-Paul Richard............................ 335,000<F16> 1.2
William A. Martin............................ 38,875<F17> <F13>
Anthony W. Hooper............................ 79,843<F18> <F13>
Directors and Executive
Officers as a group (18 persons)............ 9,394,403<F19> 33.4%
- --------------------
<FN>
<F1>
Except as otherwise indicated, as of April 1, 1996 all of such shares are owned with sole
voting and investment power.
<F2>
Represents: (i) 154,448 shares beneficially owned by Mr. and Mrs. Kalishman as tenants by
the entirety; (ii) 2,869,274 shares beneficially owned by Xanadu Investments, L.P. (the
general partners of which are The Jerome Kalishman Revocable Trust, as to which Mr.
Kalishman acts as trustee, and The Nancy F. Kalishman Revocable Trust, as to which Mrs.
Kalishman acts as trustee); (iii) 82,415 shares (the "Fund Shares") beneficially owned by
Mr. Kalishman, as trustee of The Jerome and Nancy Kalishman Family Fund; and (iv) 115,000
shares (the "Trust Shares") beneficially owned by Mr. Kalishman, as trustee of The Jerome
and Nancy Kalishman Irrevocable Grandchildren's Trust. Mrs. Kalishman disclaims beneficial
ownership of the Fund Shares and the Trust Shares.
<F3>
Includes 1,087,125 shares beneficially owned by T. Rowe Price New Horizons Fund, Inc. (the
"Fund"), a registered investment company. In a Statement on Schedule 13G filed with the
Securities and Exchange Commission, T. Rowe Price Associates, Inc. ("Associates"), a
registered investment advisor, and the Fund have reported that Associates has sole
investment power over all such 2,226,765 shares, and that Associates and the Fund have sole
voting power over, respectively, 130,700 shares and 1,087,125 shares.
<F4>
In a Statement on Schedule 13D filed with the Securities and Exchange Commission by
Interstate Properties and its partners, such parties has reported that Interstate
<PAGE>
Properties is a general partnership consisting of David Mandelbaum, Steven Roth and Russell
B. Wight, Jr.
<F5>
Includes 1,660,072 shares beneficially owned by Interstate Properties.
<F6>
Represents: (i) 100,000 shares beneficially owned by Mr. Chandler; (ii) 880,641 shares
beneficially owned by Parkwood with shared voting and investment power with Mr. Chick (see
footnote (7)); (iii) 461,391 shares beneficially owned by Ringwood with shared voting and
investment power with Mr. Chandler, Barford and Mr. Chick (see footnotes (8) and (9)).
<F7>
In a Statement on Schedule 13D, as amended (the "Ringwood Schedule 13D"), filed with the
Securities and Commission by the Ringwood Group and its members, Parkwood and Mr. Chick
have reported that the 880,641 shares of Common Stock beneficially owned by Parkwood are
held with shared voting and investment power with Mr. Chick under an oral agreement under
which Parkwood will not vote or dispose of any securities of the Company without the
written approval of Mr. Chick having first been obtained. Parkwood and Mr. Chick have also
reported that the settlor of the Anthony Basmadjian "P" Settlement, as to which Parkwood
acts as trustee, has expressed his wishes to the effect that the powers of the trustee be
exercised in consultation with Mr. Chick with due regard to any suggestions made, and that,
accordingly, Mr. Chick has an informal ability to influence decisions of Parkwood with
respect to the securities of the Company held by Parkwood as trustee of such settlement,
but, under governing law, no right to enforce such settlement so as to override or compel
the trustee or the councillors who nominate beneficiaries of the settlement in the exercise
of a trust power or discretion in a particular manner.
<F8>
In the Ringwood Schedule 13D, the Ringwood Group has reported that Ringwood is a holding
company whose stockholders are Mr. Chandler and Barford, and that the 461,391 shares of
Common Stock beneficially owned by Ringwood are held with shared voting and investment
power with Mr. Chandler and Barford and, as a result of the arrangements described under
footnote (9), Mr. Chick.
<F9>
In the Ringwood Schedule 13D, Barford and Mr. Chick have reported that any securities of
the Company that may become beneficially owned by Barford will be held with shared voting
and investment power with Mr. Chick under an oral agreement under which Barford will not
vote or dispose of any securities of the Company without the written approval of Mr. Chick
having first been obtained. Barford and Mr. Chick have also reported that the settlor of
the Anthony Basmadjian Settlement, as to which Barford acts as trustee, has expressed his
wishes to the effect that the powers of the trustee be exercised in consultation with Mr.
Chick with due regard to any suggestions made, and that, accordingly, Mr. Chick has an
informal ability to influence decisions of Barford with respect to any securities of the
Company that may become held by Barford as trustee of such settlement, but, under governing
law, no right to enforce such settlement so as to override or compel the trustee or the
councillors who nominate beneficiaries of the settlement in the exercise of a trust power
or discretion in a particular manner.
<F10>
Includes 3,000 shares beneficially owned by Mr. Affholder as trustee of the Robert W. and
Pamela Rae Affholder Grandchildren's Trust.
<F11>
Includes 350,877 shares issuable pursuant to currently exercisable warrants granted by the
Company to Hanseatic and held for discretionary customer accounts and for an affiliate in
which Hanseatic is the indirect managing member. Mr. Biddelman is Treasurer of Hanseatic
and, accordingly, would hold shared voting and investment power in the event of exercise
of such warrants. See "Item 11. Executive Compensation-Compensation Committee Interlocks
and Insider Participation".
<F12>
Represents 9,425 shares jointly owned with Gail Gorham, Mr. Gorham's wife, and 5,750 shares
held by an employee benefit plan on behalf of Mr. Gorham.
<F13>
Less than one percent.
<F14>
Includes 71,250 shares issuable upon exercise of stock options granted by the Company and
exercisable at April 1, 1996, 40,364 shares held by a general partnership whose managing
<PAGE>
partner is James D. Krugman and 33,300 shares, as to which Mr. Krugman holds shared voting
and investment power, held by a general partnership in which Mr. Krugman's mother has an
interest.
<F15>
Represents: (i) 155,181 shares held by Mr. Siteman as trustee of the Alvin J. Siteman
Revocable Trust; (ii) 5,174 shares held by Mr. Siteman as trustee of trusts for the benefit
of members of his immediately family; and (iii) 38,335 shares issuable upon exercise of
stock options granted by the Company and exercisable at April 1, 1996.
<F16>
Includes 325,000 shares issuable upon exercise of stock options granted by the Company and
exercisable at April 1, 1996.
<F17>
Includes 33,500 shares issuable upon exercise of stock options granted by the Company and
exercisable at April 1, 1996.
<F18>
Includes 64,543 shares issuable upon stock options granted by the Company and exercisable
at April 1, 1996.
<F19>
Includes 973,871 shares issuable upon exercise of stock options granted by the Company and
exercisable at April 1, 1996 and currently exercisable warrants held by Hanseatic.
</FN>
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
A subsidiary of the Company is party to a tunnelling equipment
lease agreement with A-Y-K-E Partnership, in which Jerome
Kalishman, Vice Chairman of the Board of the Company, and Robert W.
Affholder, a director of the Company and its Senior Vice President-
Chief Operating Officer of North American Contracting Operations,
are partners. Such agreement covers equipment held by such
partnership for lease both to the Company's subsidiary and other
parties, as available, and is terminable upon 30 days prior notice
by either such partnership or the Company's subsidiary. During the
year ended December 31, 1995, such partnership was paid $738,915
under such arrangements, $486,250 of which was attributable to
equipment overhaul invoiced on a cost pass-through basis.
As principal stockholders of IMA, Mr. Affholder and Xanadu
Investments, L.P. (the general partners of which are The Jerome
Kalishman Revocable Trust, as to which Mr. Kalishman acts as
trustee, and The Nancy Kalishman Revocable Trust, as to which Mrs.
Kalishman acts as trustee), in connection with the IMA Merger,
received certain registration rights covering the shares of Common
Stock issued in exchange for the IMA Class A Common Stock held by
them. Such agreement terminates in December 1998. Under such
agreement a stockholder may demand registration under the
Securities Act of 1933 on one occasion (unless the Company is
entitled to use a registration statement on Form S-3, in which case
each stockholder is entitled to three demand registrations) of no
less than 500,000 shares of Common Stock. In addition, the
stockholders are entitled to incidental registration rights, during
the term of such agreement, with respect to the shares of Common
Stock beneficially owned by them.
<PAGE>
As principal stockholders of IGL, the members of the Ringwood
Group and Interstate Properties, in connection with the IGL
Acquisition, received certain registration rights covering the
shares of Common Stock issued in exchange for their Ordinary Shares
of IGL, and all other shares of Common Stock held by them. Such
agreement terminates in December 1998. Under such agreement, a
stockholder may demand registration under the Securities Act of
1933 on one occasion (unless the Company is entitled to use a
registration statement on Form S-3, in which case each stockholder
is entitled to three demand registrations) of no less than 500,000
shares of Common Stock. In addition, the stockholders are entitled
to incidental registration rights, during the term of such
agreement, with respect to the shares of Common Stock beneficially
owned by them.
See "Item 11. Executive Compensation-Compensation Committee
Interlocks and Insider Participation" for information concerning
the indebtedness of Ringwood to the Company, and the related pledge
by Ringwood, Brian Chandler and Douglas K. Chick, and the option to
acquire certain technologies granted by an affiliate of Messrs.
Chandler and Chick to the Company, which has expired without
exercise, which information is incorporated by reference in
response to this item.
In addition, "Item 11. Executive Compensation-Compensation
Committee Interlocks and Insider Participation" contains
information concerning a company in which Paul A. Biddelman, a
director of the Company, is treasurer, which holds the Company's
8.5% senior subordinated note; concerning a bank, in whose parent
Alvin J. Siteman, a director of the Company, is Chairman and
principal shareholder, which had extended financing to IMA; and
concerning legal services rendered to the Company by the firm in
which James D. Krugman, Chairman of the Board of the Company, and
Howard Kailes, Secretary of the Company, are members.
<PAGE>
<PAGE>
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: April 29, 1996 INSITUFORM TECHNOLOGIES, INC.
By s/WILLIAM A. MARTIN
--------------------------
William A. Martin
Senior Vice President
Pursuant to the requirements of the Securities Exchange
Act of 1934, this amendment has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated:
Signature Title Date
- --------- ------ ----
JEAN-PAUL RICHARD* Principal April 29, 1996
- --------------------- Executive Officer
Jean-Paul Richard and Director
s/WILLIAM A. MARTIN Principal April 29, 1996
- ----------------------- Financial and
William A. Martin Accounting Officer
ROBERT W. AFFHOLDER* Director April 29, 1996
- -----------------------
Robert W. Affholder
PAUL A. BIDDELMAN* Director April 29, 1996
- -----------------------
Paul A. Biddelman
Director April 29, 1996
- -----------------------
Brian Chandler
<PAGE>
Director April 29, 1996
- -----------------------
Douglas K. Chick
WILLIAM GORHAM* Director April 29, 1996
- -----------------------
William Gorham
JEROME KALISHMAN* Director April 29, 1996
- -----------------------
Jerome Kalishman
JAMES D. KRUGMAN* Director April 29, 1996
- -----------------------
James D. Krugman
STEVEN ROTH* Director April 29, 1996
- -----------------------
Steven Roth
ALVIN J. SITEMAN* Director April 29, 1996
- -----------------------
Alvin J. Siteman
SILAS SPENGLER* Director April 29, 1996
- -----------------------
Silas Spengler
SHELDON WEINIG* Director April 29, 1996
- -----------------------
Sheldon Weinig
Director April 29, 1996
- -----------------------
Russell B. Wight, Jr.
<PAGE>
* By s/WILLIAM A. MARTIN
---------------------
William A. Martin
(Attorney-in-Fact
Pursuant to Power of
Attorney on file with
the Securities and
Exchange Commission)
