INSITUFORM TECHNOLOGIES INC
8-K, 1999-03-12
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                        ----------------


                            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):           March 10, 1999
                                             --------------



                  INSITUFORM TECHNOLOGIES, INC.                   
      ----------------------------------------------------
     (Exact name of registrant as specified in its charter)


    Delaware                 0-10786              13-3032158
- ------------------         ------------         --------------
 (State or other           (Commission          (IRS Employer
 jurisdiction of           File Number)       Identification No.)
 incorporation)


702 Spirit 40 Park Drive, Chesterfield, Missouri         63005    
- ----------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number,
including area code                               (314) 530-8000
                                                  --------------








<PAGE>
Item 5.   Other Events.
          -------------

     On March 10, 1999, the Registrant announced that it had
received no substantive response to its prior letters offering to
acquire Insituform East, Inc. ("East"), and that such failure
confirmed the unwillingness of East's Board of Directors to pursue
the proposed transaction. In reply to a letter received from East
which did not address in a meaningful manner the Registrant's
proposal, the Registrant has communicated to East that its offer is
withdrawn and has no continuing effect. A copy of the Registrant's
press release issued March 10, 1999 is annexed to this current
report as Exhibit 99.1 and by this reference incorporated into this
item.

     The Registrant also announced that, on March 11, 1999, in
order to protect the name and franchise associated with the
Insituform(R) Process, it had delivered notice of termination of its
joint venture with East which does business under the name Midsouth
Partners ("Midsouth"). Midsouth has operated under a license from
the Registrant with respect to the Insituform(R) Process covering
Tennessee and portions of Mississippi and Kentucky, which the
Registrant has also terminated. The termination of the Midsouth
joint venture will, as set forth in the Registrant's notice, become
effective upon affirmation by the Delaware Court of Chancery, in
proceedings initiated by the Registrant, of the Registrant's right
to terminate Midsouth's license agreement, which by its terms may
be terminated immediately in the event any partner of Midsouth
seeks its dissolution. The Registrant also advised East and
Midsouth that it would cover Midsouth's territory and itself bid
and perform Insituform(R) Process work in order to preserve customer
relations and service.

     Copies of the notice of termination of the joint venture, the
notice of termination of the license agreement, the Registrant's
Complaint for Declaratory Relief filed in the Chancery Court for
the State of Delaware, New Castle County, and the Registrant's
press releases dated March 11, 1999 are annexed to this current
report as, respectively, Exhibits 99.2, 99.3, 99.4 and 99.5 and by
this reference incorporated into this item.

          
Item 7.   Financial Statements and Exhibits.
          -----------------------------------

          (c)  Exhibits.

          The exhibits filed as part of this Current Report on Form
8-K are listed in the attached Index to Exhibits.


<PAGE>
                           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
                              ------------------------------
                              Anthony W. Hooper
                              President 

Dated: March 11, 1999
<PAGE>
                        INDEX TO EXHIBITS

Exhibit        Description
- -------        -----------

99.1           Press Release of the Registrant issued March 10,
                1999 


99.2           Notice dated March 11, 1999 from Insituform
                 Southwest, Inc., a wholly-owned subsidiary of the
                 Registrant, to Insitu, Inc., a wholly-owned
                 subsidiary of Insituform East, Inc., and to the
                 Registrant

99.3           Notice dated March 11, 1999 from the Registrant to
                 Midsouth Partners

99.4           Complaint for Declaratory Relief filed by the
                 Registrant in the Chancery Court for the State of
                 Delaware, New Castle County (Civil Action No.
                 17013 NC)

99.5           Press Releases of the Registrant issued March 11,
                 1999



                                                     Exhibit 99.1

(INSITUFORM-TECH) (INSUA) Insituform Technologies, Inc. 
Withdraws Offer

     Chesterfield, MO - March 10, 1999 - Insituform Technologies,
Inc. [NASDAQ National Market: INSUA] ("Insituform") today announced
that, in the absence of a substantive response to its February 16,
1999 and March 2, 1999 letters offering to acquire Insituform East,
Inc., it had withdrawn its offer. In reply to a letter received
today from Insituform East in which it declined to respond to the
offer or set a date for a response, the following letter was sent
today at the close of business to the Chairman of the Board of
Insituform East:

"March 10, 1999

Mr. George Wm. Erikson
Chairman
Insituform East, Inc.
3421 Pennsy Drive
Landover, MD 20758

Dear George:

     This will acknowledge receipt of your letter of March 10, 1999
late this afternoon. Your letter is the first and only
communication we have had from you regarding our offer to acquire
Insituform East, Inc. ("East").

     We do not view the contents of your letter as a substantive
response to our offer to acquire East, but instead an effort to
defer such a response indefinitely. The nature of our cash offer
hardly requires any additional written material, as solicited by
you. Given the circumstances of East and its business, the failure
by East and its board to submit to us any meaningful communication
after almost one month appears to us contrary to the standard of
care and deliberation you have raised as a concern of your board.

     Your failure to respond in a meaningful manner confirms your
unwillingness to pursue the proposed transaction, as stated in our
letter of March 2, 1999. Accordingly, our offer is withdrawn and
shall have no continuing effect. As previously outlined by us, in
view of the deteriorating prospects of East and its business, we
cannot delay action and therefore we shall now have to pursue
alternative means to protect our shareholders' value.

Sincerely yours,



Anthony W. Hooper
Chairman, President & CEO"

     Insituform Technologies, Inc. is a worldwide provider of
proprietary trenchless technologies for the rehabilitation and
improvement of sewer, water, gas and industrial pipes. Insituform
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. 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 also 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.

CONTACT:  Insituform Technologies, Inc.
          Anthony W. Hooper, Chairman, President & CEO
          (314) 530-8000


                                                     Exhibit 99.2
                   INSITUFORM SOUTHWEST, INC.
                    702 Spirit 40 Park Drive
                     Chesterfield, MO 63005

                                                   March 11, 1999
BY HAND AND CERTIFIED MAIL
RETURN RECEIPT REQUESTED
- --------------------------

Insitu, Inc.                       Insituform Technologies, Inc.
3421 Pennsy Drive                  702 Spirit 40 Park Drive
Landover, MD 20785                 Chesterfield, MO 63005

Dear Sirs:

     This letter shall constitute notice filed under that certain
Partnership Agreement dated December 23, 1985, as amended (the
"Partnership Agreement"), by and between Insituform Southwest, Inc.
(formerly named Insituform California, Inc., successor-in-interest
to Insituform Midsouth Investments, Inc. and referred to herein as
the "Company"), Insitu, Inc. (successor-in-interest to Insituform
East, Inc. and referred to herein as "Insitu") and Insituform
Technologies, Inc. (successor-in-interest to E-Midsouth, Inc., as
successor-in-interest to Insituform Southeast, Inc. and referred to
herein as "Insituform").

     In accordance with Section 15(a) of the Partnership Agreement,
the Company hereby terminates the Partnership Agreement effective,
the later of (x) 120 days after the date hereof, or (y) the date on
which the Chancery Court of Delaware has issued a declaration
confirming that Insituform (as successor-in-interest to Insituform
North America Corp.) is within its rights to terminate the Sub-
License Agreement dated December 2, 1985 with the Partnership.

     Without in any manner whatsoever limiting the generality of
the power of the Company to terminate the Partnership for any or no
reason under Section 15(a) of the Partnership Agreement, the
Company also notifies you that it takes the foregoing action as a
consequence of serious and unremedied malfeasance and breaches of
fiduciary duty by Insitu under the Partnership Agreement, as
evidenced by, among other occurrences and actions by Insitu in
exercising its control of the Partnership, the substantial net
losses sustained by the Partnership during the last two calendar
years. The Company further reserves all rights with respect to such
breaches of duty owed the Company by Insitu, its direct and
indirect parents and their respective directors and officers.

                              Sincerely,
                              Insituform Southwest, Inc.


                              By s/Robert L. Kelley
                                -----------------------------

cc: Midsouth Partners


                                                     Exhibit 99.3
                  INSITUFORM TECHNOLOGIES, INC.
                    702 Spirit 40 Park Drive
                     Chesterfield, MO 63005

                                                   March 11, 1999
BY HAND AND CERTIFIED MAIL
- --------------------------

Midsouth Partners
3421 Pennsy Drive
Landover, MD 20785

Dear Sirs:

     This letter shall constitute notice filed under that certain
Sub-License Agreement dated as of December 2, 1985, as amended (the
"License Agreement"), between Insituform Technologies, Inc., as
successor-in-interest to Insituform North America Corp.
("Insituform"), and Midsouth Partners (the "Partnership"). This
notice refers to a written notice dated this date delivered by
Insituform Southwest, Inc. to the undersigned and to Insitu, Inc.
terminating the Partnership.

     In accordance with Section XIV(B)(v) of the License Agreement,
Insituform hereby, effective immediately, terminates the License
Agreement in all respects.

     As provided in Section XIV(C) of the License Agreement, you
shall immediately pay to the undersigned all royalties due,
terminate all use of the word "Insituform" as a tradename,
trademark, or certification mark, avoid all subsequent use of all
tradenames, trademarks or certification marks likely to be confused
with "Insituform" as well as all stationery, invoices, signs or
other visual devices displaying or otherwise associated with the
name "Insituform", terminate all use of the methods, as well as the
manufacture, use and sale of the products of the Patent Rights,
Copyrights, and Know-How (all as defined in the License Agreement);
and assign to the undersigned free of all charge all claims to and
any and all rights arising from the use of "Insituform", or
combination involving "Insituform", or combination involving
"Insituform", in the specific Territory covered by the License
Agreement and return to the undersigned all confidential matter in
your possession such as instruction manuals and written know-how
and any copies which you have made of the same.

     The foregoing shall not relieve you of your continuing
obligations under the License Agreement, all rights with respect to
which are hereby reserved.

                              Sincerely,

                              Insituform Technologies, Inc.

                              By  s/Anthony W. Hooper
                                -----------------------------
cc: Insitu, Inc.                Chairman, President & CEO


                                                                 Exhibit 99.4

                          IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                                               IN AND FOR NEW CASTLE COUNTY


INSITUFORM TECHNOLOGIES, INC.,  )
                                )
         Plaintiff,             )
    v.                          )
                                )
INSITU, INC.,                   )
                                )     Civil Action No. 17013-NC
         Defendant,             )
    and                         )
                                )
MIDSOUTH PARTNERS,              )
                                )
         Nominal Defendant.     )


                                             COMPLAINT FOR DECLARATORY RELIEF

         Plaintiff, Insituform Technologies, Inc. ("ITI"), by and
through its attorneys, alleges upon knowledge with respect to
itself and its own actions and upon information and belief with
respect to other matters as follows:
                                                   STATEMENT OF THE CASE
         1.        This is an action commenced pursuant to 10 Del. C.
Section 6501 et seq., seeking construction of a written contract
and a declaration of the rights and obligations of the parties
thereto.
                           THE PARTIES AND BACKGROUND OF THE PARTNERSHIP
         2.        Plaintiff ITI is a corporation organized and existing
under the laws of the State of Delaware with its principal place of
business in Chesterfield, Missouri. ITI is the successor-in-
interest to its former wholly-owned subsidiary, Insituform North
America Corp., as the sub-licensor of patented processes, known
collectively as the Insituform(R) Process, for the trenchless
rehabilitation of pipelines. The Insituform(R) Process is a cured-
in-place process which utilizes a custom-manufactured tube, or
liner, made of a synthetic fiber. After the tube is saturated
(impregnated) with a thermosetting resin mixture it is installed in
the host pipe by various processes and the resin is then hardened,
usually by heating it by various means, forming a new rigid pipe
within a pipe. Plaintiff utilizes the Insituform(R) Process
worldwide, either directly or through licensees.
         3.        Nominal Defendant Midsouth Partners (formerly named
"Insituform Midsouth"; hereinafter "Midsouth") is a joint venture
formed as a Tennessee general partnership comprised of three
partners, all of which are Delaware corporations. 
         4.        Defendant Insitu, Inc. ("Insitu") is a Delaware
corporation and is a successor-in-interest to Insituform East
Incorporated ("East"), its parent company, holding a 42.5% interest
in Midsouth. As a consequence of the matters set forth in paragraph
8 hereof, Insitu currently appoints a majority of the seven members
of Midsouth's Management Committee, in which the management and
conduct of the business and affairs of Midsouth are vested, and,
accordingly, controls Midsouth.
         5.        ITI, and its wholly-owned subsidiary Insituform
Southwest, Inc. (formerly named Insituform California Inc.;
hereinafter "Southwest"), own, respectively, a 42.5% and a 15%
interest in Midsouth. ITI and Southwest are successors-in-interest,
respectively, to prior partners in Midsouth which were also wholly-
owned by ITI. ITI acquired its 42.5% interest in Midsouth from E-
Midsouth, Inc. ("E-Midsouth"), a former wholly-owned subsidiary
acquired by ITI in 1995 and, in turn, a successor-in-interest to
Insituform Southeast, Inc. ("Southeast"). Southwest acquired its
15% interest in Midsouth from Insituform Mid-South Investments, a
former wholly-owned subsidiary of ITI which acquired that interest
upon creation of Midsouth in 1985.
         6.        Pursuant to an agreement dated as of December 2, 1985, as
supplemented (the "License Agreement"), a copy of which is attached
hereto as Exhibit "A", between Midsouth and ITI's predecessor-in-
interest thereunder, Midsouth is the sub-licensee of the
Insituform(R) Process and the Insituform(R) trademark for the State
of Tennessee and portions of the States of Kentucky and Mississippi
(the "Territory"). Among other things, the License Agreement
requires Midsouth to use "all reasonable endeavors" to create a
demand for Insituform products and to "assure maximum market
penetration" for the Insituform Process in the Territory. 
         7.        Between 1985 and 1996, the Management Committee of
Midsouth was comprised of seven members--three of whom were
appointed by Insitu (or its predecessor-in-interest), three of whom
were appointed by ITI's predecessors-in-interest in Midsouth, E-
Midsouth (and prior thereto, Southeast), and one of whom was
appointed by ITI's wholly-owned subsidiary Southwest (or its
predecessor-in-interest).
         8.        In 1996, in a proceeding commenced by Insitu, an
arbitration panel ruled that, because of actions by the indirect
parent of E-Midsouth which took place prior to the time E-Midsouth
became a subsidiary of ITI, Insitu had the unilateral right to
appoint a member to the Management Committee in place of a member
appointed by E-Midsouth and thereby assume de facto and de jure
control of Midsouth. In 1997, the Management Committee as
reconstituted by Insitu appointed the Chairman and a new general
manager of Midsouth and commenced exercising complete de jure
control of Midsouth's activities and policies.
                        TERMINATION OF MIDSOUTH AND THE REASONS THEREFOR
         9.        The fortunes of Midsouth have dramatically and negatively
changed since Insitu's assumption of control. During the five-year
period prior to the assumption of control by Insitu (i.e., 1992
through 1996, inclusive), the net profit of Midsouth averaged in
excess of $885,000 per calendar year. By way of contrast, since
Insitu has exercised control, Midsouth has sustained net losses of
approximately $644,000 for calendar 1997 and $1,000,000 for
calendar 1998. 
         10.       Furthermore, since Insitu took over control of Midsouth,
in order to maintain the solvency and operations of Midsouth,
plaintiff, much to its dismay, directly or through its subsidiaries
has satisfied capital calls aggregating $276,000. As recently as
March 8, 1999 Midsouth has requested (and subsequently received) a
loan of $100,000 from plaintiff, a continuation of what appears to
be an unceasing drain of funds from ITI to Midsouth. A copy of the
March 8, 1999 letter to plaintiff requesting such a loan is
attached hereto as Exhibit "B".
         11.       Midsouth's exceedingly poor results arise from the
management style and philosophy of Insitu's parent corporation,
East, and East's Chief Executive Officer Committee (the "CEOC").
These results reflect the performance of East itself and, as
evidenced by the performance of ITI, are not explainable by current
trends in the pipe rehabilitation business.
         12.       Relationships with customers have deteriorated abysmally
since Insitu and the CEOC took over management control of Midsouth.
The principal customers for Midsouth are municipalities and their
wastewater treatment agencies. The City of Nashville, Tennessee,
one of the most prominent potential customers in the Territory, has
delayed awarding future work to Midsouth while defects in a
rehabilitation project performed by Midsouth remain unresolved. 
         13.       Midsouth, as controlled by Insitu and the CEOC, has
failed to take timely measures acceptable to the City of Nashville
and has instead engaged in a combative, legalistic and hostile
approach to the customer, thereby effectively preventing or
delaying Midsouth from being awarded jobs by one of the largest
customers in the Territory. The withholding or delaying of further
contract awards precludes Midsouth from potentially acquiring
millions of dollars of revenues and resultant profits from such
awards. Midsouth, as controlled by Insitu and the CEOC, is
seriously damaging Midsouth's relationship with the City of
Nashville and irreparably damaging the goodwill associated with the
name of Insituform(R) and the Insituform(R) Process with customers
within the Territory and elsewhere. 
         14.       As a consequence of, among other things, the matters set
forth in paragraphs 9 through 13 hereof, Southwest has decided to
withdraw from or seek dissolution of, and thereby terminate,
Midsouth. 
         15.       By letter dated March 11, 1999, a copy of which is
attached hereto as Exhibit "C", Southwest has notified Insitu of
its termination of Midsouth effective immediately upon the later of
120 calendar days from the date of such notice or upon issuance of
a ruling from this Court declaring that, upon termination of
Midsouth, plaintiff has the right to terminate the License
Agreement as a consequence of termination of Midsouth or,
alternatively, of the attempt by a partner to dissolve Midsouth.
                                             CLAIM UPON WHICH RELIEF IS SOUGHT
         16.       The License Agreement, at Section XIV B(v) thereof,
provides that it can be terminated immediately "in the event any
Partner withdraws from or seeks dissolution of [the Partnership]".
         17.       Plaintiff has determined to terminate the License
Agreement in order to prevent continued substantial and unnecessary
damage to the goodwill and prospects associated with operation
under an Insituform(R) license in the Territory. A copy of
plaintiff's termination letter dated March 11, 1999 is attached
hereto as Exhibit "D".
         18.       By letter dated January 14, 1999, a copy of which is
attached hereto as Exhibit "E", Insitu, by its parent East, has
indicated its position that, whereas plaintiff may terminate
Midsouth whenever it desires to do so, plaintiff may not terminate
the License Agreement upon termination of Midsouth. In that letter,
East advised that, in the event of any attempt to terminate the
License Agreement, it would seek, "in the assured legal proceeding
that would follow", to set aside any such termination on grounds of
"law and equity".
         19.       Plaintiff believes that the legal effect that the
termination or the seeking of such termination of Midsouth has on
the License Agreement is clear, and has been clear since its
inception--namely that when the licensee ceases to exist, the
License Agreement may be terminated as a matter of law. Plaintiff,
however, confronts the dilemma that, should each of Midsouth and
the License Agreement be terminated, a court "in the assured legal
proceeding that would follow" might disagree with plaintiff's
understanding of its rights under the License Agreement and award
the License Agreement to, or order its continuation with, a
licensee in which plaintiff would no longer have an interest.
Plaintiff, accordingly, seeks a judicial declaration that it is
within its rights to terminate the License Agreement upon
termination of Midsouth, or in the event of any partner seeking to
dissolve Midsouth, in each case in accordance with the terms of the
License Agreement. 
         20.       A controversy has arisen between plaintiff, Insitu and
Midsouth relative to their legal rights and duties under the
License Agreement.
         21.       The parties are in need of a declaratory judgment
declaring the rights and obligations of the parties with respect to
the License Agreement.
<PAGE>
                   WHEREFORE, plaintiff prays for judgment declaring that,
plaintiff has the right to terminate the License Agreement,
granting plaintiff costs, and such other and further relief as the
Court deems just and proper.
Dated:  Wilmington, Delaware
        March 11, 1999
                                            MORRIS, NICHOLS, ARSHT & TUNNELL
                                                         
                                             S/S. Mark Hurd
                                             -----------------------------
                                             Thomas R. Hunt, Jr.
                                             S. Mark Hurd
                                             1201 North Market Street
                                             P.O. Box 1347
                                             Wilmington, DE  19899
                                             (302) 658-9200
                                             Attorneys for Plaintiff
OF COUNSEL:

Thomas J. Goodwin
Krugman & Kailes LLP
Park 80 West - Plaza Two
Saddle Brook, New Jersey 07663
(201) 845-3434

#111842

                                                     Exhibit 99.5
(INSITUFORM-TECH) (INSUA) Insituform Technologies, Inc.
                  Terminates Midsouth Franchise

     Chesterfield, MO-March 11, 1999 - Insituform Technologies,
Inc. [NASDAQ National Market: INSUA] ("Insituform") today announced
that it had delivered notice of termination of its joint venture
with Insituform East Incorporated ("East") which does business
under the name Midsouth Partners ("Midsouth"). Midsouth has
operated under a license from Insituform with respect to the
patented Insituform(R) Process covering Tennessee and portions of
Mississippi and Kentucky, which Insituform has also terminated.

     Insituform, directly and through a subsidiary, owns 57.5
percent of the Midsouth joint venture, and East, through a
subsidiary, owns 42.5 percent of Midsouth but for the past two
years has appointed a majority of the members of its management
committee and controlled Midsouth. Anthony W. Hooper, Chairman and
CEO of Insituform stated that, "The combination of mounting net
losses in Midsouth since East took over the management, amounting
to $1,000,000 in the most recent calendar year, and severe and
unremedied customer disaffection, has led us to terminate this
joint venture. Our obligation to our shareholders and our customers
requires us to protect the name and franchise associated with the
Insituform(R) Process, and the Midsouth operation has failed
signally to maintain any reasonable semblance of doing so."

     Under the Midsouth agreement, any partner has the right to
terminate the arrangement at any time. Furthermore, Insituform has
the contractual right under the Midsouth license agreement to
terminate the license agreement if any partner seeks to terminate
Midsouth. Insituform has filed an action in the Chancery Court of
Delaware seeking court affirmation of Insituform's contractual
rights. The termination of Midsouth is expected to be effective
upon such affirmation.

     Insituform Technologies, Inc. is a worldwide provider of
proprietary trenchless technologies for the rehabilitation and
improvement of sewer, water, gas and industrial pipes. Insituform
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. 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 also 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.

CONTACT:  Insituform Technologies, Inc.
          Anthony W. Hooper, Chairman, President & CEO
          (314) 530-8000
corp\ina\misc\ex.99-
(INSITUFORM-TECH) (INSUA) Insituform Technologies, Inc.
 to Cover Midsouth Territory

     Chesterfield, MO-March 11, 1999 - Insituform Technologies,
Inc. [NASDAQ National Market: INSUA] ("Insituform") today announced
that it had advised Midsouth Partners ("Midsouth") and Insituform
East, Inc. ("East"), Midsouth's controlling partner, of
Insituform's intent to cover the Midsouth territory and commence
bidding for and performing sewer and pipeline rehabilitation work
using the patented Insituform(R) Process. Midsouth is a joint
venture between Insituform and East which held an Insituform(R)
Process license extending to Tennessee and portions of Kentucky and
Mississippi until termination of the license by Insituform.

     Anthony W. Hooper, Chairman and CEO of Insituform stated that,
"Insituform has taken this action to restore the goodwill
associated with the name Insituform(R) by reestablishing customer
relations and service. We are taking this action to enhance our
shareholder's value by turning around a money-losing operation and
reestablishing the Insituform(R) Process in this important region."

     Insituform Technologies, Inc. is a worldwide provider of
proprietary trenchless technologies for the rehabilitation and
improvement of sewer, water, gas and industrial pipes. Insituform
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. 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 also 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.

CONTACT:  Insituform Technologies, Inc.
          Anthony W. Hooper, Chairman, President & CEO
          (314) 530-8000


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