UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
-------------------------------
INSITUFORM TECHNOLOGIES, INC.
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
457667 10 3
(CUSIP Number)
--------------------------------
Howard Kailes, Esq.
Krugman & Kailes LLP
Park 80 West-Plaza Two
Saddle Brook, New Jersey 07663
(201) 845-3434
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
-------------------------------
December 30, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
------
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d.7(b) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP NO. 457667 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Group comprised of: (i) Robert W. Affholder, individually and
as trustee of each of The Robert W. Affholder Revocable
Trust, The Pamela Long Affholder Revocable Trust and The
Robert W. and Pamela Long Affholder Irrevocable
Grandchildren's Trust; (ii) Pamela Long Affholder,
individually and as trustee of each of The Robert W.
Affholder Revocable Trust and The Pamela Long Affholder
Revocable Trust; and (iii) The Affholder Family Partnership,
L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b)
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
See pages 4-9 for information as to each member of the Group.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,268,858 (see footnote 1)
8 SHARED VOTING POWER
3,000
9 SOLE DISPOSITIVE POWER
1,268,858 (see footnote 1)
<PAGE>
<PAGE>
10 SHARED DISPOSITIVE POWER
3,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1% (see footnote 1)
14 TYPE OF REPORTING PERSON*
OO
- -----------------
(1) Represents: (a) 520,693 shares (the "RWA Shares") held
individually by Robert W. Affholder; (b) 74,165 shares (the
"Joint Shares") held jointly by Robert W. Affholder and
Pamela Long Affholder; (c) 650,000 shares (the "Partnership
Shares") held by The Affholder Family Partnership L.P., the
sole general partners of which are The Robert W. Affholder
Revocable Trust and The Pamela Long Affholder Revocable Trust
(as to each of which Robert W. Affholder and Pamela Long
Affholder are co-trustees); (d) 3,000 shares (the "Trust
Shares") held by The Robert W. and Pamela Long Affholder
Irrevocable Grandchildren's Trust (as to which Robert W.
Affholder is co-trustee); and (e) 24,000 shares (the "Option
Shares") issuable pursuant to currently exercisable stock
options granted by the issuer to Robert W. Affholder.
<PAGE>
<PAGE>
CUSIP NO. 457667 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert W. Affholder, individually and as trustee of each of
The Robert W. Affholder Revocable Trust, The Pamela Long
Affholder Revocable Trust and The Robert W. and Pamela Long
Affholder Irrevocable Grandchildren's Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
-----
(b)
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
544,693 (see footnote 1)
8 SHARED VOTING POWER
727,165 (see footnote 2)
9 SOLE DISPOSITIVE POWER
544,693 (see footnote 1)
10 SHARED DISPOSITIVE POWER
727,165 (see footnote 2)
<PAGE>
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
IN
- ---------------
(1) Represents: (a) the RWA Shares; (b) the Joint Shares; and (c)
the Option Shares.
(2) Represents: (a) the Partnership Shares; and (b) the Trust
Shares.
<PAGE>
<PAGE>
CUSIP NO. 457667 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pamela Long Affholder, individually and as trustee of each of
The Robert W. Affholder Revocable Trust and The Pamela Long
Affholder Revocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
-----
(b)
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
- 0 -
8 SHARED VOTING POWER
724,165 (see footnote 1)
9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
724,165 (see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
724,165
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON*
IN
- ---------------
(1) Represents: (a) the Partnership Shares; and (b) the Joint
Shares.
<PAGE>
<PAGE>
CUSIP NO. 457667 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Affholder Family Partnership, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
-----
(b)
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
- 0 -
8 SHARED VOTING POWER
650,000
9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
650,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,000
<PAGE>
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
<PAGE>
INTRODUCTION
Pursuant to Reg. Section 240.13d-1, this Statement on
Schedule 13D is filed by a group (the "Affholder Group"), within
the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934 (the "Exchange Act"), comprised of: (a) Robert W. Affholder,
individually and as trustee of each of The Robert W. Affholder
Revocable Trust, The Pamela Long Affholder Revocable Trust and The
Robert W. and Pamela Long Affholder Irrevocable Grandchildren's
Trust; (b) Pamela Long Affholder, individually and as trustee of
each of The Robert W. Affholder Revocable Trust and The Pamela
Long Affholder Revocable Trust; and (c) The Affholder Family
Partnership, L.P., a Missouri limited partnership (the
"Partnership"). As more fully described under Items 4 and 5(c)
herein, the members of the Affholder Group have acted together in
order to effectuate certain estate planning objectives, including
in the creation of the Partnership, the sole general partners of
which are The Robert W. Affholder Revocable Trust and The Pamela
Long Affholder Revocable Trust (as to each of which Robert W.
Affholder and Pamela Long Affholder are co-trustees).
Item 1. Security and Issuer
-------------------
The securities to which this statement relates are shares of
the class A common stock, $.01 par value (the "Common Stock"), of
Insituform Technologies, Inc., a Delaware corporation (the
"Corporation"). The principal executive offices of the Corporation
are located at 702 Spirit 40 Park Drive, Chesterfield, MO 63005.
Item 2. Identity and Background
-----------------------
This Statement is filed by the Affholder Group, comprised of:
(a) Robert W. Affholder, individually and as trustee of each of
The Robert W. Affholder Revocable Trust, The Pamela Long Affholder
Revocable Trust, and The Robert W. and Pamela Long Affholder
Irrevocable Grandchildren's Trust; (b) Pamela Long Affholder,
individually and as trustee of each of The Robert W. Affholder
Revocable Trust and The Pamela Long Affholder Revocable Trust; and
(c) the Partnership.
Robert W. Affholder's principal occupation is as Senior
Executive Vice President of the Corporation. Mr. Affholder's
residence address is 5318 W. Camino Del Desierto, Tuscon, Arizona
85745. Mr. Affholder is a citizen of the United States.
Pamela Long Affholder's is principally engaged in community
service. Mrs. Affholder's residence address is 5318 W. Camino Del
Desierto, Tuscon, Arizona 85745. Mrs. Affholder is a citizen of
the United States of America.
<PAGE>
<PAGE>
The Partnership was created for the purpose of acting as a
holding company. The principal business and offices of the
Partnership are located at 5318 W. Camino Del Desierto, Tuscon,
Arizona 8574. The sole general partners of Partnership are The
Robert W. Affholder Revocable Trust and The Pamela Long Affholder
Revocable Trust (as to each of which Robert W. Affholder and
Pamela Long Affholder are co-trustees).
During the last five years, none of Robert W. Affholder,
Pamela Long Affholder nor the Partnership has been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors) or was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction, and as a result
of such proceeding was or is subject to a judgement, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Not applicable. See Items 4 and 5(c) herein, which
information is incorporated herein by reference.
Item 4. Purpose of Transaction
----------------------
The undersigned, including Robert W. Affholder (who serves as
a director and Senior Executive Vice President of the Corporation)
have acted together in order to effectuate certain estate planning
objectives, including in the creation of the Partnership, which is
controlled by Robert W. Affholder and Pamela Long Affholder
through The Robert W. Affholder Revocable Trust and The Pamela
Long Affholder Revocable Trust. See Item 5(c) for additional
information concerning the effectuation of such estate plan, which
information is incorporated herein by reference.
The Affholder Group will review various factors, such as the
Corporation's business and prospects, general economic conditions
and money and stock market conditions, and may consider the
acquisition of additional securities of the Corporation, or the
disposition thereof, whether in open market brokerage transactions
in the over-the-counter market, or otherwise.
Except as aforesaid, neither the Affholder Group nor any of
its members has any plans or proposals which relate to or would
result in any other action specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
<PAGE>
<PAGE>
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) As of January 20, 2000, the members of the Affholder
Group beneficially owned, for purposes of Rule 13d-3 under the
Exchange Act, 1,271,858 shares of Common Stock, constituting, to
the best of the knowledge of the undersigned, 5.1% of the issued
and outstanding shares of Common Stock. Such shares represent: (i)
520,693 shares (the "RWA Shares") held individually by Robert W.
Affholder; (ii) 74,165 shares (the "Joint Shares") held jointly by
Robert W. Affholder and Pamela Long Affholder; (iii) 650,000
shares (the "Partnership Shares") held by the Partnership; (iv)
3,000 shares (the "Trust Shares") held by The Robert W. And Pamela
Long Affholder Irrevocable Grandchildren's Trust; and (iv) 24,000
shares (the "Option Shares") issuable pursuant to currently
exercisable stock options granted by the Corporation to Robert W.
Affholder.
As of January 20, 2000, Robert W. Affholder, individually and
as trustee of each of The Robert W. Affholder Revocable Trust, The
Pamela Long Affholder Revocable Trust and The Robert W. and Pamela
Long Affholder Irrevocable Grandchildren's Trust, beneficially
owned, for purposes of Rule 13d-3 under the Exchange Act,
1,271,858 shares of Common Stock, constituting to the best of the
knowledge of Robert W. Affholder, 5.1% of the issued and
outstanding shares of Common Stock. Such shares represent: (i) the
RWA Shares; (ii) the Joint Shares; (iii) the Partnership Shares;
(iv) the Trust Shares; and (v) the Option Shares.
As of January 20, 2000, Pamela Long Affholder, individually
and as trustee of The Robert W. Affholder Revocable Trust and The
Pamela Long Affholder Revocable Trust, beneficially owned, for
purposes of Rule 13d-3 under the Exchange Act, 724,165 shares of
Common Stock, constituting to the best of the knowledge of Pamela
Affholder, 2.9% of the issued and outstanding shares of Common
Stock. Such shares represent: (i) the Partnership Shares; and (ii)
the Joint Shares.
As of January 20, 2000, the Partnership beneficially owned,
for purposes of Rule 13d-3 under the Exchange Act, 650,000 shares
of Common Stock, constituting, to the best of the knowledge the
Partnership, 2.3% of the issued and outstanding shares of Common
Stock.
(b) All shares of Common Stock beneficially owned by the
Affholder Group are held by the Affholder Group with sole power to
vote or to direct the vote thereof, and sole power to dispose or
to direct the disposition thereof, except for the Trust Shares
(which are held with shared power to vote or to direct the vote
thereof, and shared power to dispose or to direct the disposition
thereof, with Brett A. Affholder. Brett A. Affholder's principal
<PAGE>
<PAGE>
occupation is as project safety director of the Corporation's
Affholder Inc. subsidiary, his residence address is Route 1, Box
68, Golden Eagle, Illinois 62036 and he is a citizen of the United
States of America.
Of the shares of Common Stock beneficially owned by Robert W.
Affholder, the RWA Shares and the Option Shares are held by Robert
W. Affholder with sole power to vote or to direct the vote
thereof, and sole power to dispose or to direct the disposition
thereof; the Partnership Shares and the Joint Shares are held with
shared power to vote or to direct the vote thereof, and shared
power to dispose or direct the disposition thereof, with Pamela
Long Affholder; and the Trust Shares are held with shared power to
vote or to direct the vote thereof, and shared power to dispose or
to direct the disposition thereof, with Brett A. Affholder.
All shares of Common Stock beneficially owned by Pamela
Affholder are held by Pamela Long Affholder with shared power to
vote or to direct the vote thereof, and shared power to dispose or
to direct the disposition thereof, with Robert W. Affholder.
All shares beneficially owned by the Partnership are held by
the Partnership with shared power to vote or to direct the vote
thereof, and shared power to dispose or to direct the disposition
thereof, with Robert W. Affholder and Pamela Long Affholder.
(c) On December 30, 1999, in order to effectuate certain
estate planning objectives, Mr. Affholder contributed to the
Partnership an aggregate of 650,000 shares of Common Stock.
(d) Robert W. Affholder and Pamela Long Affholder, as co-
trustees of each of The Robert W. Affholder Revocable Trust and
The Pamela Long Affholder Revocable Trust (the general partners of
the Partnership), and Robert W. Affholder, as co-trustee of The
Robert W. and Pamela Long Affholder Irrevocable Grandchildren's
Trust, may pay or apply dividends from or proceeds from the sale
of, respectively: (i) the Partnership Shares, to the partners of
the Partnership (namely, The Robert W. Affholder Revocable Trust
and The Pamela Long Affholder Revocable Trust, the beneficiaries
of which are Robert W. Affholder and Pamela Long Affholder,
respectively); and (ii) the Trust Shares, to the beneficiaries of
The Robert W. and Pamela Long Affholder Irrevocable
Grandchildren's Trust (namely, the grandchildren of Robert W.
Affholder and Pamela Long Affholder).
(e) Not applicable.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
-------------------------------------------------------
Not applicable.
<PAGE>
Item 7. Materials to be Filed as Exhibits
---------------------------------
Exhibit A - Agreement pursuant to Rule 13d-1(k)(1)(iii)
<PAGE>
<PAGE>
SIGNATURE
-----------
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
Dated: January 20, 2000
/s/ Robert W. Affholder
----------------------------------
Robert W. Affholder
Dated: January 20, 2000
/s/ Pamela Long Affholder
----------------------------------
Pamela Long Affholder
Dated: January 20, 2000 THE AFFHOLDER FAMILY PARTNERSHIP,
L.P.
By: The Robert W. Affholder
Revocable Trust,
general partner
By /s/ Robert W. Affholder
--------------------------------
Robert W. Affholder, trustee
By /s/ Pamela Long Affholder
--------------------------------
Pamela Long Affholder, trustee
By: The Pamela Long Affholder
Revocable Trust, general
partner
By /s/ Pamela Long Affholder
--------------------------------
Pamela Long Affholder, trustee
By /s/ Robert W. Affholder
--------------------------------
Robert W. Affholder, trustee
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit A - Agreement pursuant to Rule 13d-1(k)(1)(iii)
Exhibit A
Pursuant to Rule 13d-1(k)(1)(iii) promulgated by the
Securities and Exchange Commission, the undersigned agree that the
statement to which this Exhibit is attached is filed on their
behalf in the capacities set out hereinbelow.
Dated: January 20, 2000
/s/ Robert W. Affholder
----------------------------------
Robert W. Affholder
Dated: January 20, 2000
/s/ Pamela Long Affholder
----------------------------------
Pamela Long Affholder
Dated: January 20, 2000 THE AFFHOLDER FAMILY PARTNERSHIP,
L.P.
By: The Robert W. Affholder
Revocable Trust,
general partner
By /s/ Robert W. Affholder
--------------------------------
Robert W. Affholder, trustee
By /s/ Pamela Long Affholder
--------------------------------
Pamela Long Affholder, trustee
By: The Pamela Long Affholder
Revocable Trust, general
partner
By /s/ Pamela Long Affholder
--------------------------------
Pamela Long Affholder, trustee
By /s/ Robert W. Affholder
--------------------------------
Robert W. Affholder, trustee
corp\ina\sec.doc\13dam-de
