SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): February 16, 1999
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INSITUFORM TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-10786 13-3032158
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
702 Spirit 40 Park Drive, Chesterfield, Missouri 63005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (314) 530-8000
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Item 5. Other Events.
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On February 16, 1999, the Registrant announced that it
had sent a letter to the Chairman of the Board of Insituform East,
Inc. ("East") offering to acquire East through a negotiated merger
transaction in which East's shareholders would receive $2.50 in
cash for each share of outstanding common stock and Class B common
stock. For further information with respect thereto, reference is
hereby made to the Registrant's press release issued February 16,
1999 annexed to this Current Report as Exhibit 99, the text of
which is hereby incorporated by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
The exhibit filed as part of this Current Report on Form
8-K is listed in the attached Index to Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
INSITUFORM TECHNOLOGIES, INC.
By s/Anthony W. Hooper
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Anthony W. Hooper
President
Dated: February 18, 1999
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INDEX TO EXHIBITS
Exhibit Description
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99 Press Release of the Registrant issued February 16,
1999
(INSITUFORM-TECH) (INSUA) Insituform Technologies, Inc.
Announces Offer to Acquire Insituform East, Inc.
Chesterfield, MO - February 16, 1999 - Insituform
Technologies, Inc. [NASDAQ: INSUA] ("ITI") today announced that it
had sent the following letter to the Chairman of the Board of
Insituform East, Inc., a publicly-held company based in Landover,
Maryland, and a licensee of the Insituform(R) process:
"February 16, 1999
Mr. George Wm. Erikson
Chairman
Insituform East, Inc.
3421 Pennsy Drive
Landover, MD 20758
Dear George:
We are writing to offer to acquire Insituform East, Inc. (the
"Company") through a negotiated merger transaction in which the
Company's stockholders would receive $2.50 in cash for each share
of outstanding common stock and Class B common stock. We believe
our offer for each share constitutes an extremely attractive
opportunity for your stockholders at a price which represents a
premium of 150% over the current market price of the Company's
common stock. We have been advised by our financial advisor that
this offer is one which your stockholders should enthusiastically
support.
We have been studying the benefits of combining our operations
with the Company for quite a while and believe that the
continuation of the Company's business as part of Insituform
Technologies will enable the combined entity to be an even more
effective competitor. We believe significant strategic advantages
would be gained by executing all the sales and marketing efforts of
the Insituform business under a single management and business
plan. The combination of the operations of the two companies would
also provide substantial operational efficiencies. In addition, the
Company would benefit from the financial resources Insituform
Technologies could provide.
We plan to finance the transaction with cash currently on hand
or with funds available under our bank line of credit.
We urge you not to enter into any significant transactions or
take other action that could impede or necessitate an adjustment to
the terms of our offer and thereby deny the benefits of our
proposal to your stockholders.
Our offer is subject, among other things, to the negotiation
and execution of a mutually acceptable definitive merger and other
agreements containing provisions customary for transactions of this
type, the receipt of any required regulatory approvals and third-
party consents, the operation of the Company in the ordinary course
of business, and the implementation and completion of all necessary
actions to eliminate the applicability of, or satisfy, any anti-
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takeover or other defensive provisions contained in the applicable
statutes or the Company's charter and by-laws. We do not expect any
anti-trust concerns to provide any impediment to the timely closing
of the proposed transaction.
We hope that you and your Board of Directors will view this
offer as we do - an excellent opportunity for the stockholders of
the Company to realize full value for their shares to an extent not
likely available to them in the marketplace. In the context of a
negotiated, friendly transaction, we are prepared to meet with you,
your Board of Directors, and your financial advisors, in the first
instance to explain why we feel this offer will provide your
stockholders full value for their holdings and answer any
questions; and, as a follow-on, we are prepared and desirous of
entering into immediate discussions with you and your directors,
management and advisors to proceed with negotiation and
investigations leading to the execution of a definitive all-cash-
merger agreement on an expeditious basis.
However, if necessitated by your refusal to promptly enter
into and make progress on meaningful negotiations, you should know
that we are prepared to pursue whatever options are available to us
to ensure that the Company does not, by means of any actions taken,
deny the Company's stockholders, employees, and customers the
benefits of our offer.
We look forward to a prompt response to this letter and
sincerely hope that we may move forward to a negotiated transaction
which can be presented to your stockholders as the joint effort of
our company and your Board of Directors and management.
Sincerely,
Anthony W. Hooper,
Chairman, President & CEO
cc: The Board of Directors
Insituform East, Inc."
Anthony W. Hooper, Chairman, President and CEO of ITI, said
today that the acquisition of Insituform East would enable ITI to
further realize its long-term goal of providing trenchless
rehabilitation solutions to pipeline problems on a nationwide basis
with a unified management and business strategy. Mr. Hooper said
that an objective of this acquisition was to make ITI's proprietary
processes more competitive in the territory currently served by
Insituform East. It would also assist in turning around the ailing
operation in Midsouth Partners, a joint venture between ITI and
Insituform East operating principally in Tennessee and which has
been losing money over the last two years since Insituform East
began management of the partnership. "We believe this is a win-win
proposal for both sets of shareholders," said Mr. Hooper.
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Insituform Technologies, Inc. is a worldwide provider of
proprietary trenchless technologies for the rehabilitation and
improvement of sewer, water, gas and industrial pipes. ITI owns the
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. ITI 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, ITI is also engaged in trenchless tunneling used
in the installation of new underground services. By providing
specialized rehabilitation technologies which eliminate or minimize
disruptive digging, ITI provides cost-effective solutions for
problems caused by deteriorated pipe systems.
CONTACT: Insituform Technologies, Inc.
Anthony W. Hooper, Chairman, President & CEO
(314) 530-8000
