SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Insituform Technologies, Inc.
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(Name of Registrant as Specified in Its Charter)
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CONTACTS:
Abernathy/MacGregor
Judith Wilkinson/Dan Katcher
(212) 371-5999
FOR IMMEDIATE RELEASE
INSITUFORM TECHNOLOGIES, INC. TO POSTPONE ANNUAL MEETING
MEMPHIS, TN- JUNE 23, 1997 -- INSITUFORM TECHNOLOGIES, INC. (Nasdaq-National
Market:INSUA) announced today that it has postponed its annual meeting,
scheduled for July 15. The meeting has been rescheduled for August 21, 1997.
Shareholders of record as of June 27, 1997 will be eligible to vote at the
rescheduled meeting.
Insituform believes this postponement is necessary for several reasons. First,
Insituform requires sufficient time to identify a highly-qualified candidate for
the board of directors to replace Douglas Chick, a director since 1990, who
announced his retirement and resignation on June 16, 1997, and to make
appropriate disclosure to shareholders regarding the qualifications of the new
candidate. The delay will ensure that Insituform's shareholders will have
adequate time to evaluate this and other issues before they cast their votes.
In addition, Insituform has become aware of a proxy contest by two dissident
directors, Jerome Kalishman and Robert W. Affholder of St. Louis. The dissident
directors are seeking to replace three members of the board at this year's
annual meeting. The dissident proposal has created a major distraction for
Insituform's management at a time when the company is already undergoing major
restructuring in order to improve profitability. As part of this restructuring,
Insituform is continuing the previously-announced consolidation of the
headquarters, engineering, research and contracting management functions now
located in Memphis and St. Louis. The Memphis headquarters and engineering
departments will complete their ongoing relocation to new facilities in St.
Louis in mid-July, with other counterparts from the exiting St. Louis
headquarters joining them at the same time.
The head office consolidation and relocation is taking place simultaneously with
a major restructuring of company operations, including significant reductions in
personnel and changes in its field and staff organizations, its financial and
management reporting structure, and changes in other ways that Insituform does
business. The combination of a contested shareholder meeting with these critical
projects would have distracted management at a time when Insituform needs to
devote its resources to managing the changes needed to ensure improvements in
profitability.
Insituform Technologies, Inc. is a worldwide provider of proprietary trenchless
technologies for the rehabilitation and improvement of sewer, water, gas and
industrial pipe. Insituform owns the worldwide rights to the Insituform(R) and
NuPipe(R) processes and exercises the exclusive rights in substantially all of
North America to the PALTEM(R) system and certain other products under a license
from Ashimori Industry Co., Ltd. Insituform also owns the worldwide rights to
the Tite Liner(R) process used primarily to protect or restore pipes affected by
abrasion or corrosion. Through its Affholder, Inc. subsidiary, Insituform is
engaged in trenchless tunneling used in the installation of new underground
services. By providing specialized rehabilitation technologies which eliminate
or minimize disruptive digging, Insituform provides cost-effective solutions for
problems caused by deteriorated pipe systems.
