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): March 2, 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 March 2, 1999, the Registrant announced that it had
sent a further letter to the Chairman of the Board of Insituform
East, Inc. ("East"), requesting a response to the Registrant's
earlier offer of February 16, 1999, 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 March 2, 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: March 2, 1999
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INDEX TO EXHIBITS
Exhibit Description
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99 Press Release of the Registrant issued March 2,
1999
Exhibit 99
(INSITUFORM-TECH) (INSUA) Insituform Technologies, Inc. Announces
Further Letter Regarding its Offer to Acquire Insituform East, Inc.
Chesterfield, MO - March 2, 1999 - Insituform Technologies,
Inc. [NASDAQ National Market: INSUA] ("Insituform") today announced
that, in the absence of any response to its February 16, 1999 offer
to acquire Insituform East, Inc., it had sent a further letter to
the Chairman of the Board of Insituform East. The text of the
letter reads:
"March 2, 1999
Mr. George Wm. Erikson
Chairman
Insituform East, Inc.
3421 Pennsy Drive
Landover, MD 20758
Dear George:
This letter is in further reference to the letter from
Insituform Technologies, Inc. ("Insituform") to you of February 16,
1999 containing its offer to acquire Insituform East, Inc.
("East"). To date neither you nor any other representative of East
has replied to Insituform or its management.
The failure of you and the board of directors of East to
respond to the opportunity Insituform has offered is distressing
and cannot be construed as action in the interests of East's
stockholders. Accordingly, Insituform reiterates its offer as set
forth in its earlier letter and solicits your prompt response.
As stated in that offer, Insituform believes that the
acquisition of East by Insituform will result in significant
strategic advantages and operational efficiencies to East as part
of the combined business. The substantial premium offered to your
stockholders compared to the market value of their stock is
intended to allow them to share in these benefits, rather than
continue participation in what Insituform believes is East's
currently abysmal outlook, one seemingly confirmed by East's own
public statements.
As your licensor with respect to the Insituform(R) and
NuPipe(R) processes and your partner in Midsouth Partners, the
deterioration of these businesses is unacceptable to Insituform.
Insituform's obligations to its stockholders require it to run its
business so as to maximize shareholder value; those obligations
require Insituform to take action in order to prevent continued
damage to the goodwill and prospects that ought to be associated
with operation under an Insituform(R) franchise.
Insituform believes the most effective and equitable method of
maximizing the development of the Insituform(R) and NuPipe(R)
business in the territories intended to be served by East and
Midsouth Partners is through a combination with Insituform's own<PAGE>
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operations. Insituform believes its interests coincide with those
of East's stockholders in maximizing shareholder value. We believe
the performance of East and Midsouth Partners in the past two
years, coupled with the views and policies of East's management as
outlined in public statements offer no realistic prospect of
improvement. Insituform and its management have demonstrated their
ability to bring value to distressed Insituform(R) operations.
You and your shareholders are faced with the alternatives of
continuing the business and facing the high probability of further
decline in value, or advancing the sale of East to Insituform now
at a fair price. The development of the Insituform business in
North America has demonstrated the unlikelihood that additional
prospective purchasers will emerge or that alternative bids will be
submitted, unlike prior acquisitions of Insituform licensees where
Insituform and independent licensees competed for the transaction.
Further, just as East's stockholders would not tolerate an unfair
price, Insituform's stockholders will not acquiesce to a price
which does not enable it to earn a fair return.
Insituform repeats that it believes a combination of East with
Insituform's business is in the best interests of the stockholders
of both companies. Insituform cannot tolerate continuing financial
and market share losses in Midsouth Partners' territory and
continued erosion of the Insituform franchise in East's area.
However, if a transaction between us cannot be concluded shortly,
Insituform must, and will take action to deal with this in a manner
that will be in the best interests of its stockholders alone.
Insituform awaits your response on or before March 10, 1999 to
the proposal made in its letter of February 16th. Should either a
negative response or none at all be provided by such date,
Insituform will assume you are unwilling to pursue the proposed
transaction and will proceed on a course designated to protect its
shareholder's value by whatever means it deems appropriate.
Sincerely yours,
Anthony W. Hooper
Chairman, President & CEO
cc: The Board of Directors
Insituform East, Inc."
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<PAGE>
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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
