Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [ ]
Filed by Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14-6(e)(2)
INSITUFORM EAST, INCORPORATED
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) of Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing by registration for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
INSITUFORM EAST, INCORPORATED
3421 Pennsy Drive
Landover, Maryland 20785
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, DECEMBER 8, 1995
To the Stockholders of
Insituform East, Incorporated:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Insituform East, Incorporated, a Delaware corporation (the "Company" or
the "Corporation"), for the fiscal year ended June 30, 1995 will be held
at the Ramada Hotel New Carrollton, 8500 Annapolis Road, New Carrollton,
Maryland 20784 on Friday, December 8, 1995, at 10:00 o'clock a.m. local
time, for the following purposes:
1. To elect Directors of the Corporation; and
2. To transact such other business as may properly come before
the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on October
12, 1995, as the Record Date for determining stockholders entitled to
notice of, and to vote at, the Annual Meeting.
A copy of the Corporation's Annual Report for the fiscal year ended
June 30, 1995, a Proxy and a Proxy Statement accompany this Notice.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN,
DATE AND PROMPTLY MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. A PROMPT
RESPONSE WILL ASSURE YOUR PARTICIPATION IN THE MEETING AND REDUCE
THE CORPORATION'S EXPENSE IN SOLICITING PROXIES. IF YOU ARE PRESENT
AT THE MEETING, YOU MAY, IF YOU WISH, WITHDRAW YOUR PROXY AND VOTE
YOUR SHARES PERSONALLY.
By Order of the Board of Directors,
/s/ Robert F. Hartman
Robert F. Hartman
Secretary
Landover, Maryland
October 30, 1995
<PAGE>
INSITUFORM EAST, INCORPORATED
3421 Pennsy Drive
Landover, Maryland 20785
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 8, 1995
PROXY STATEMENT
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Insituform East,
Incorporated, a Delaware corporation (the "Company" or the
"Corporation"), for use at the Annual Meeting of Stockholders to be held
at the Ramada Hotel New Carrollton, 8500 Annapolis Road, New Carrollton,
Maryland, 20784 on Friday, December 8, 1995, at 10:00 o'clock a.m. local
time, and any adjournments thereof (the "Meeting").
Stockholders are requested to complete, sign and date the
accompanying Proxy and return it promptly to the Company in the enclosed
envelope. Any proxy given pursuant to this solicitation may be revoked
by the person executing it at any time prior to or at the Meeting.
Shares of Common Stock and shares of Class B Common Stock
represented by valid proxies received in time for the Meeting, and not
revoked, will be voted as specified therein. If no instructions are
given, the respective shares of common stock will be voted FOR the
election as directors of the Company those nominees for director
designated for election by holders of shares of Common Stock and listed
under the caption "Proposal No. 1 -- Election of Directors" herein; FOR
the election as directors of the Corporation those nominees for director
designated for election by holders of shares of Class B Common Stock and
listed under the caption "Proposal No. 1 -- Election of Directors"
herein; and, if authority is given to them, at the discretion of the
proxy holders, on any other matters that may properly come before the
Meeting.
The Board of Directors has fixed the close of business on October
12, 1995, as the record date (the "Record Date") for the determination
of stockholders who are entitled to notice of, and to vote at, the
Meeting.
This Proxy Statement and the accompanying Notice of Annual Meeting
of Stockholders, Proxy, and Annual Report for the fiscal year ended June
30, 1995, are first being mailed to the Company's stockholders of record
on or about October 30, 1995.
The cost of preparing, assembling, and mailing this Proxy
Statement, the Proxy and the Notice of Annual Meeting will be paid by
the Company. Additional solicitation by mail, telephone, telegraph or
personal solicitation may be done by directors, officers or regular
employees of the Company. Such persons will receive no additional
compensation for such services. Brokerage houses and other nominees,
fiduciaries and custodians nominally holding shares of Common Stock or
Class B Common Stock of record will be requested to forward proxy
soliciting material to the beneficial owners of such shares, and will be
reimbursed by the Company for their reasonable expenses.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, there were outstanding 4,059,266 shares of
Common Stock, par value four cents ($.04) per share (the "Common
Stock"), and 297,596 shares of Class B Common Stock, par value four
cents ($.04) per share (the "Class B Common Stock"), which are the only
classes of stock of the Corporation outstanding. A quorum shall be
constituted by the presence at the Meeting of a majority of the
outstanding shares of Common Stock, or 2,029,634 of such shares, and a
majority of the outstanding shares of Class B Common Stock, or 148,799
of such shares.
- 1 -
<PAGE>
Holders of shares of Common Stock have one vote per share on all
matters on which stockholders are entitled to vote together, while
holders of shares of Class B Common Stock have ten votes per share on
all such matters. In addition, holders of shares of Class B Common
Stock, voting separately as a class, are entitled to elect the remaining
members of the Board of Directors after election of not less than 25% of
such members (rounded, in the case of a fraction, to the next highest
whole number) by the holders of shares of Common Stock, voting
separately as a class. The affirmative vote of holders of a majority
of each class of the Company's voting securities present in person or
represented by proxy, provided a quorum of that class is present, is
necessary for the election of each director.
SECURITY OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following information is furnished with respect to each person
or entity who is known to the Company to be the beneficial owner of more
than 5% of any class of the Company's voting securities as of the Record
Date:
<TABLE>
<CAPTION>
Amount & Nature
Name & Address of of Beneficial Percent
Beneficial Owner Title of Class Ownership of Class
<S> <C> <C> <C>
CERBCO, Inc. Common Stock 1,100,000 27.1% 1/
3421 Pennsy Drive Class B Common Stock 296,141 99.5% 1/
Landover, MD 20785
George Wm. Erikson 2/
CERBCO, Inc.
3421 Pennsy Drive
Landover, MD 20785
Robert W. Erikson 2/
CERBCO, Inc.
3421 Pennsy Drive
Landover, MD 20785
</TABLE>
1/ Through its ownership of such percentages of the outstanding shares
of Common Stock and Class B Common Stock, CERBCO, Inc. is entitled to
cast 57.7% of all votes entitled to be cast on matters on which holders
of shares of both classes of the Company's common stock vote together.
2/ Messrs. George Wm. Erikson and Robert W. Erikson own 37.2% and
42.4%, respectively, of the outstanding shares of Class B Common Stock
of CERBCO, Inc. On the basis of their stockholdings and management
positions in CERBCO, Inc., they could act together to control either the
disposition or the voting of the shares of the Company's Common Stock or
Class B Common Stock held by CERBCO, Inc. Messrs. George Wm. Erikson
and Robert W. Erikson are brothers.
SECURITY OWNERSHIP OF MANAGEMENT
The following information is furnished with respect to all
directors of the Company who were the beneficial owners of any shares of
the Company's Common Stock or Class B Common Stock as of the Record
Date, and with respect to all directors and officers of the Company as a
group:
- 2 -
<PAGE>
<TABLE>
<CAPTION>
Amount & Nature of
Beneficial Ownership
Name of Owned Exercisable Percent
Beneficial Owner Title of Class Outright Options of Class
<S> <C> <C> <C> <C>
George Wm. Erikson 1/ Common Stock 16,500 75,000 2.2%
Robert W. Erikson 1/ Common Stock -- 75,000 1.8%
Calvin G. Franklin Common Stock -- 15,000 0.4%
Webb C. Hayes, IV Common Stock -- 15,000 0.4%
Paul C. Kincheloe, Jr. Common Stock -- 15,000 0.4%
Jack Massar Common Stock -- 75,000 1.8%
Thomas J. Schaefer Common Stock 27,500 75,000 2.5%
All directors and officers Common Stock 44,500 345,000 8.8%
as a group (11 persons, Class B
including those named above) Common Stock -- -- 0.0%
</TABLE>
1/ Messrs. George Wm. Erikson and Robert W. Erikson own 37.2% and
42.4%, respectively, of the outstanding shares of Class B Common Stock
of CERBCO, Inc. On the basis of their stockholdings and management
positions in CERBCO, Inc., they could act together to control either the
disposition or the voting of the shares of the Company's Common Stock or
Class B Common Stock held by CERBCO, Inc. Messrs. George Wm. Erikson
and Robert W. Erikson are brothers.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Board of Directors is currently comprised of seven directors.
Except as described below, the terms of all present directors expire
upon the election and qualification of the directors to be elected at
the Meeting. The directors elected at the Meeting will serve subject to
the By-laws until the next Annual Meeting of Stockholders for the fiscal
year ending June 30, 1996, and until their respective successors shall
have been duly elected and qualified.
All of the seven persons presently serving as directors are
nominees to be elected at the Meeting and are listed below. It is
intended that the individuals named in the enclosed form of Proxy will
vote their proxies in favor of these nominees for the Company's
directors, unless otherwise directed. The Board has no reason to
believe that any of the nominees for the office director will not be
available for election as director. However, should any of them become
unwilling or unable to be nominated, it is intended that the individuals
named in the enclosed Proxy may vote for the election of such other
person as the Board may recommend.
PRESENT DIRECTORS WHO ARE NOMINATED FOR RE-ELECTION
Two of the seven nominees for election to the Company's Board of
Directors identified below have been designated for election by the
holders of shares of Common Stock, and only the holders of such shares
may vote with respect to these nominees. The remaining five nominees
have been designated for election by the holders of shares of Class B
Common Stock, and only the holders of such shares may vote with respect
to these nominees. Accordingly, the following list contains a
designation as to those nominees to be elected by holders of shares of
Common Stock and those nominees to be elected by holders of shares of
Class B Common Stock:
- 3 -
<PAGE>
<TABLE>
<CAPTION>
Class of
Common Stock
Name, Age, Principal Occupation, Business Experience First Became For which
and Directorships A Director Nominated
<S> <C> <C>
George Wm. Erikson, Age 53 (1) 1984 Class B Common Stock
Chairman, member of the Chief Executive Officer Committee
and General Counsel since 1986, Chairman of the Board of
Directors from 1985 to 1986; CERBCO, Inc. -- Chairman,
General Counsel and Director since 1988; CERBERONICS,
Inc. -- Vice Chairman since 1988, Chairman from 1979 to
1988, Secretary from 1976 to 1988, General Counsel since
1976 and Director since 1975; Capitol Copy Products,
Inc. -- Chairman, General Counsel and Director since 1987.
Robert W. Erikson, Age 50 (1) 1985 Class B Common Stock
President since September 1991, Vice Chairman and member of
the Chief Executive Officer Committee since 1986, Vice
Chairman of the Board of Directors from 1985 to 1986; CERBCO,
Inc. -- President, Vice Chairman and Director since 1988;
CERBERONICS, Inc. -- Chairman since 1988, President from
1977 to 1988 and Director since 1974; Capitol Copy Products,
Inc. -- Vice Chairman and Director since 1987; Palmer National
Bankcorp, Inc. and The Palmer National Bank -- Director since
1983.
Calvin G. Franklin, Age 65 1994 Common Stock
President and Chief Executive Officer of Engineering Systems
Consultants, Inc. since 1992; Commanding General of D.C.
National Guard from 1981 to 1992; Director of Columbia First
Bank since 1989; Director of Signet Bank, N.A. from 1985 to
1989; retired Major General, U.S. Army.
Webb C. Hayes, IV, Age 47 (3) 1994 Class B Common Stock
Chairman of the Board of Palmer National Bankcorp., Inc. and
The Palmer National Bank since 1985, President and Chief
Executive Officer since 1983; Director of CERBCO, Inc. since
1991; Director of Capitol Copy Products, Inc. since 1992; Director
of the Federal Reserve Bank of Richmond from 1992 to 1995.
Paul C. Kincheloe, Jr., Age 54 1994 Class B Common Stock
Practicing attorney and real estate investor since 1967; Partner
in the law firm of Kincheloe and Schneiderman since 1983;
Director of CERBCO, Inc. since 1991; Director of Capitol Copy
Products, Inc. since 1992; Director of Herndon Federal Saving &
Loan from 1970 to 1983; Director of First Federal Savings & Loan
of Alexandria from 1983 to 1989.
Jack Massar, Age 70 (2) (3) 1991 Class B Common Stock
Independent business consultant since 1991; President of
Insituform Technologies, Inc. (formerly Insituform of North
America, Inc.) from 1984 to 1991 (retired January 1991), Director
from 1983 to 1987; President and Director of NuPipe, Inc. from
1988 to 1991; Director of Insituform Mid-America, Inc. from 1983
to 1991; Director of Wellington Leisure Products, Inc. from 1991
to 1994.
Thomas J. Schaefer, Age 57 (2) (3) 1981 Common Stock
President, Chief Executive Officer and Director of Columbia First
Bank since 1988; President and Chief Executive Officer of Signet
Bank, N.A. from 1981 to 1988 and Director of Signet Bank, N.A.
from 1978 to 1988; Director of CERBCO, Inc. from July 1990 to
November 1990.
</TABLE>
(1) Messrs. George Wm. Erikson and Robert W. Erikson are brothers.
(2) Member of Audit Committee.
(3) Member of Stock Option Committee.
- 4 -
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
AND MEETING ATTENDANCE
The Board of Directors has an Audit Committee and a Stock Option
Committee. The names of the committees' members are indicated in the
table above. The Board of Directors does not have standing nominating
or compensation committees, or committees performing similar functions.
The Audit Committee, among its functions, reviews the
Corporation's financial policies and accounting systems, reviews the
scope of the independent public accountants' audit, and approves the
duties and compensation of the independent public accountants, both with
respect to audit and any non-audit services. The Audit Committee meets
with the independent public accountants outside the presence of
corporate management or other employees to discuss matters of concern,
receive recommendations or suggestions for change and have a free
exchange of views and information.
The Stock Option Committee administers the 1985 Employee Stock
Option Plan. Generally, the Stock Option Committee has the authority
to determine, subject to the provisions and conditions of this plan, to
whom options are granted, the number of shares to be subject to the
options and the terms and conditions thereof, including the duration of
the options and the times at which they become exercisable.
During the fiscal year ended June 30, 1995, the Board of
Directors met on four occasions. The Audit Committee met on two
occasions. The Stock Option Committee did not meet during the fiscal
year. Each incumbent director attended more than 75% of both (i) the
total number of meetings of the Board of Directors, and (ii) the total
number of meetings held by all committees of the Board on which he
served.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the name, age, position(s) held
and business experience of the individuals who were executive officers,
but not directors, of the Company throughout fiscal year 1995.
Information concerning Messrs. George Wm. Erikson and Robert W. Erikson,
who were executive officers and directors, is provided under the section
entitled "Present Directors Who are Nominated for Re-election."
Raymond T. Verrey, Age 49
Vice President, Treasurer and Chief Financial Officer since 1988,
Principal Accounting Officer since 1987; employed by Touche Ross
& Co. from 1975 to 1987, serving as an Audit Manger from 1981 to
1987.
John F. Mulhall, Age 49
Vice President of Sales and Marketing since 1988; Director of Sales
and Marketing from 1987 to 1988; employed by Translogic
Corporation, a material conveying system manufacturer, from 1972
to 1986, serving as Eastern Regional Manager from 1979 to 1987.
Gregory Laszczynski, Age 41
Vice President of Operations since 1989, Director of Operations
from 1987 to 1989; employed by FMC Corporation from 1984 to
1987, serving as a Project Engineer.
Robert F. Hartman, Age 48
Vice President of Administration and Secretary since 1991; Vice
President and Controller of CERBCO, Inc. since 1988; Vice
President and Treasurer of CERBERONICS, Inc. since 1988;
employed by Dynamac International, Inc. from 1985 to 1988,
serving as Controller; employed by CERBERONICS, Inc. from 1979
to 1985, serving as Vice President and Treasurer from 1984 to
1985.
- 5 -
<PAGE>
EXECUTIVE COMPENSATION
JOINT COMPENSATION REPORT BY:
THE BOARD OF DIRECTORS AND THE STOCK OPTION COMMITTEE
GENERAL
Pursuant to the Company's By-laws, the Chief Executive Officer
Committee (the "CEOC") -- consisting of the Chairman, the Vice Chairman,
the President, and such other officers of the Corporation as may from
time to time be determined by the Board -- performs the functions of the
Chief Executive Officer of the Company. Since August 30, 1991, the CEOC
has consisted of George Wm. Erikson, Chairman, and Robert W. Erikson,
Vice Chairman and President.
The Company does not have a compensation committee. The CEOC,
with the annual review and oversight of the Board, determines the
compensation for all officers of the Company except the members of the
CEOC. The Board as a whole, considers compensation arrangements
proposed by and for members of the CEOC, and, pursuant to the By-laws,
is the ultimate determiner of compensation arrangements for members of
the CEOC. When considering CEOC compensation arrangements, Board review
may be conducted with or without the presence (or participation) of the
CEOC members who are also members of the Board as the Board deems
appropriate under the circumstances. Resolutions of the Board altering
CEOC compensation arrangements, in any material way, are voted upon by
the Board with such CEOC members abstaining. A second vote is then
taken with all directors participating.
PHILOSOPHY
The executive compensation philosophy of the Company (which is
intended to apply to all of the executive officers of the Company,
including the CEOC members) is aimed at: (i) attracting and retaining
qualified management to implement the Company's business plan; (ii)
establishing a direct link between management compensation and the
achievement of the Company's annual and long-term performance goals; and
(iii) recognizing and rewarding individual initiative and achievement.
The Board and CEOC believe that management compensation should be set at
levels that are competitive with compensation arrangements provided by
other companies with which the Company competes for executive talent,
and by other companies of similar size, business or location. It is
also the view of the Board and the CEOC members that the compensation of
management should have a significant component which is contingent upon
the Company's level of performance thereby encouraging executive
officers to enhance the profitability of the Company and thus increase
shareholders' value by aligning closely the financial interests of the
Company's executive officers and those of its shareholders. The Board
reviews on an annual basis the compensation arrangements of the
Company's executive officers to ensure that such arrangements are
consistent with this executive compensation philosophy.
COMPONENTS OF COMPENSATION
The compensation program for the Company's officers, including
members of the CEOC, consists of: (a) base salary; (b) incentive cash
bonuses; and (c) compensation pursuant to plans.
Commencing in 1994, a publicly held corporation may not, subject
to limited exceptions, deduct for federal income tax purposes certain
compensation paid to certain executives in excess of $1 million in any
taxable year (the "Deduction Limitation"). While the Company's
compensation programs generally are not intended to qualify for any of
the exceptions to the applicability of the Deduction Limitation, it is
not expected that compensation to executives of the Company will exceed
the Deduction Limitation in the foreseeable future.
(a) Base Salary. Typically, the base salary level for each
executive officer (including members of the CEOC) is considered annually
in September and yearly adjustments, if any, are made effective on or
about October 1st of each year. The timing of such yearly reviews
permits consideration of information which is developed each year for
the Company's annual report, including audited financial statements for
the fiscal year then ended June 30th. The CEOC is empowered to adjust
the annual base salary level of executive officers (other than members
of the CEOC) at other times during the year should it deem any such
adjustments appropriate, with such adjustments included in the annual
officer compensation review and approvals conducted by the Board each
September.
- 6 -
<PAGE>
The annual September review of base salary levels is subjective.
No specific factors, targets or criteria, such as the market value of
the Company's stock, are employed in any formula or other quantitative
prescription to determine base compensation. However, consistent with
the Company's compensation philosophy, consideration is given to
individual initiative, individual achievement and the Company's
performance, as well as information on salaries and other remuneration
at other companies of similar size, business or location.
Applying the Company's compensation philosophy during the annual
review in September 1994, it was the judgment of the CEOC and the Board
that the base salary of each executive officer (including members of the
CEOC) should be increased by 3% effective October 1, 1994.
(b) Incentive Cash Bonuses. In addition to base compensation,
the Board annually considers, at its sole discretion, the award of an
annual return-on-investment ("ROI") incentive cash bonus for each of the
officers of the Company (including members of the CEOC). The incentive
bonus amount, if approved by the Board at the annual September review
following the fiscal year in which the ROI bonus is earned, is
calculated by multiplying the Company's annual ROI percentage (net
earnings divided by weighted average equity less current earnings)
times the base compensation paid to the officers over the fiscal year.
The maximum annual individual incentive bonus eligible to any officer is
limited to an upper cap of 30% of the officers's base compensation. The
underlying concept of the ROI bonus is to have officer incentive
compensation rise and fall in direct parallel with the Company's overall
profitability results obtained by the officers on behalf of the
shareholders.
For the fiscal year ended June 30, 1995, the individual ROI bonus
rate was 16.0%, and bonuses were awarded to each of the officers at this
rate.
(c) Compensation Pursuant to Plans. Officers of the Company
(including members of the CEOC), are eligible to participate in the
Employee Advantage Plan (profit sharing plan) and the 1985 Employee
Stock Option Plan (the "Employee Stock Option Plan"). Participation in,
and benefits acquired under, the Employee Advantage Plan are on a
nondiscretionary formula basis applicable to all employees. Stock
option awards to any employee, including any officer, are discretionary
and determined by the Company's Stock Option Committee, which in fiscal
year 1995 consisted of Messrs. Schaefer, Massar and Hayes. The Stock
Option Committee must consider the following factors, articulated in the
Stock Option Plan and consistent with the Company's compensation
philosophy: (i) the duties and responsibilities of eligible employees;
(ii) their past and prospective contributions to the success of the
Company, and (iii) the extent to which they are performing, and will
continue to perform, outstanding service for the benefit of the Company.
No options available under this plan were granted to, or
exercised by, any officers of the Company during fiscal year 1995.
COMPENSATION OF MEMBERS OF THE CEOC
On September 9, 1994, the Board approved a 3% increase in base
annual salary from $188,786 to $194,450, effective October 1, 1994, for
each current member of the CEOC, namely, George Wm. Erikson and Robert
W. Erikson (see Summary Compensation Table). Approval came after a
review of total compensation conducted without members of the CEOC
present. The decision made by the Board to increase the base annual
salary by 3% for the CEOC members was subjective, taking into account
the philosophical aim of setting executive compensation, and was not
based upon any particular performance criteria. A resolution of the
Board to increase the base annual salary was voted upon twice by the
Board, without and with CEOC members voting. As discussed in the prior
section, the incentive cash bonus component of compensation is tied to
the Company's overall profitability for a given fiscal year. The
members of the CEOC, like the other officers of the Company, received
cash incentive bonuses of 16.0% of their paid base compensation. No
stock options were granted to either George Wm. Erikson or Robert W.
Erikson pursuant to the Employee Stock Option Plan.
In approving the compensation of the CEOC members, the Board
takes into account that while George Wm. Erikson and Robert W. Erikson
devote the predominate portion of their time and effort to the Company
they also devote a portion of their time and effort to the parent
company, CERBCO, Inc., and to its majority-owned subsidiary, Capitol
- 7 -
<PAGE>
Copy Products, Inc. The Board believes the base salary levels set for
George Wm. Erikson and Robert W. Erikson are commensurate with the the
time and effort devoted to the activities of, and their duties and
responsibilities with, the Company.
The Board of Directors The Stock Option Committee
George Wm. Erikson Webb C. Hayes, IV
Robert W. Erikson Jack Massar
Calvin G. Franklin Thomas J. Schaefer
Webb C. Hayes, IV
Paul C. Kincheloe, Jr.
Jack Massar
Thomas J. Schaefer
SUMMARY COMPENSATION
The following table sets forth information concerning the compensation
paid by the Company to each of the named executive officers for the
fiscal years ended June 30, 1995, 1994 and 1993:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Name and Other Annual Total Annual Restricted Options/ LTIP All Other
Principal Fiscal Salary ($) Bonus($) Compensation Compensation Stock Awards SARs Payouts Compensation
Position Year ($) 2/ ($) ($) (#) ($) ($) 3/
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
George Wm. Erikson 1995 $196,555 $31,457 $0 $228,012 $0 15,000 $0 $12,033
Chairman & 1994 188,559 2,086 0 190,645 0 15,000 0 19,683
General Counsel 1/ 1993 188,000 0 0 188,000 0 15,000 0 20,004
Robert W. Erikson 1995 $196,555 $31,457 $0 $228,012 $0 15,000 $0 $10,118
President 1/ 1994 188,559 2,086 0 190,645 0 15,000 0 18,322
1993 188,000 0 0 188,000 0 15,000 0 19,968
John F. Mulhall 1995 $114,993 $18,404 $0 $133,397 $0 0 $0 $ 7,926
Vice President of 1994 110,322 1,221 0 111,543 0 0 0 9,251
Sales & Marketing 1993 111,156 0 0 111,156 0 0 0 11,736
Gregory Laszczynski 1995 $109,756 $17,564 $0 $127,320 $0 0 $0 $ 8,308
Vice President of 1994 105,297 1,165 0 106,462 0 0 0 9,649
Operations 1993 97,039 0 0 97,039 0 0 0 10,192
Raymond T. Verrey 1995 $ 94,076 $15,056 $0 $109,132 $0 0 $0 $ 6,859
Vice President & 1994 90,254 998 0 91,252 0 0 0 7,837
Chief Financial 1993 94,154 0 0 94,154 0 0 0 9,727
Officer
Robert F. Hartman 1995 $ 83,664 $13,390 $0 $ 97,054 $0 0 $0 $ 5,754
Vice President of 1994 80,254 888 0 81,142 0 0 0 6,632
Administration & 1993 78,461 0 0 78,461 0 0 0 7,648
Secretary
</TABLE>
1/ The Company's Chief Executive Officer Committee, consisting of the
Chairman and President, exercises the duties and responsibilities
of the Chief Executive Officer of the Company.
2/ None of the named executive officers received perquisites or other
personal benefits in excess of the lesser of $50,000 or 10% of his
total salary and bonus.
3/ Contributions to the IEI Advantage Plan, as described on pages 9
and 10.
- 8 -
<PAGE>
COMPENSATION PURSUANT TO PLANS
Insituform East Employee Advantage Plan
Insituform East maintains a noncontributory profit sharing
(retirement) plan, the Insituform East, Incorporated Employee Advantage
Plan (the "IEI Advantage Plan"), in which all employees not covered by a
collective bargaining agreement and employed with Insituform East for at
least one year are eligible to participate. No employee is covered by a
collective bargaining agreement. The IEI Advantage Plan is administered
by the Insituform East Board of Directors which determines, at its
discretion, the amount of Insituform East's annual contribution. The
Insituform East Board of Directors can authorize a contribution, on
behalf of Insituform East, of up to 15% of the compensation paid to
participating employees during the year. The plan is integrated with
social security. Each participating employee is allocated a portion of
Insituform East's contribution based on the amount of that employee's
compensation plus compensation above FICA limits relative to the total
compensation paid to all participating employees plus total compensation
paid above FICA limits. Discretionary amounts allocated under the IEI
Advantage Plan begin to vest after three years of service (at which time
20% vests) and are fully vested after seven years of service.
<TABLE>
<CAPTION>
Names and Capacities in Which Contributions for Vested Percent
Cash Contributions Were Made Fiscal Year 1995 1/ as of 10/12/95
<S> <C> <C>
George Wm. Erikson, Chairman $10,118 100%
Robert W. Erikson, President 10,118 100%
John F. Mulhall, Vice President of
Sales & Marketing 7,263 100%
Gregory Laszczynski, Vice President
of Operations 6,815 100%
Raymond T. Verrey, Vice President &
Chief Financial Officer 5,475 100%
Robert F. Hartman, Vice President of
Administration & Secretary 4,586 40%
All executive officers as a group
(6 persons) $44,375 N/A
</TABLE>
1/ Total contributions to employees of $212,646 include Insituform
East's contribution of $183,489 and reallocated amounts totaling $29,157
forfeited by former participants who terminated employment with
Insituform East during fiscal year 1995.
The IEI Advantage Plan includes a salary reduction profit sharing
feature under Section 401(k) of the Internal Revenue Code. Each
participant may elect to defer a portion of his compensation by any
whole percentage from 2% to 16% subject to certain limitations. During
the fiscal year ended June 30, 1995, Insituform East contributed an
employer matching contribution equal to 25% of the participant's
deferred compensation up to a maximum of 1.5% of the participant's total
paid compensation for the fiscal year. Participants are 100% vested at
all times in their deferral and employer matching accounts.
- 9 -
<PAGE>
<TABLE>
<CAPTION>
Names and Capacities in Which Contributions for Vested Percent
Cash Contributions Were Made Fiscal Year 1995 as of 10/12/95
<S> <C> <C>
George Wm. Erikson, Chairman $1,915 100%
Robert W. Erikson, President -0- 100%
John F. Mulhall, Vice President of
Sales & Marketing 633 100%
Gregory Laszczynski, Vice President
of Operations 1,493 100%
Raymond T. Verrey, Vice President &
Chief Financial Officer 1,384 100%
Robert F. Hartman, Vice President of
Administration & Secretary 1,168 100%
All executive officers as a group
(6 persons) $6,623 N/A
</TABLE>
1985 Employee Stock Option Plan
The Company adopted, with stockholder approval at the 1985 Annual
Meeting of Stockholders, the Insituform East, Incorporated 1985 Employee
Stock Option Plan. The purpose of the plan is to advance the growth
and development of the Company by affording an opportunity to employees
of the Company to purchase shares of the Company's Common Stock and to
provide incentives for them to put forth maximum efforts for the success
of the Company's business. Any employee of the Company who is employed
on a full-time basis is eligible for participation. The plan is
administered by the Stock Option Committee consisting of Messrs. Thomas
J. Schaefer, Jack Massar and Webb C. Hayes, IV.
During fiscal year 1995, no options were granted to executive
officers of the Company. All options granted under this plan in past
years expired prior to June 30, 1995.
1989 Board of Directors Stock Option Plan
The Company adopted, with stockholder approval at the 1989 Annual
Meeting of Stockholders, the Insituform East, Incorporated 1989 Board of
Directors Stock Option Plan (the "1989 Directors' Plan"). The purpose
of the plan was to promote the growth and general prosperity of the
Company by permitting the Company, through the granting of options to
purchase shares of its Common Stock, to attract and retain the best
available persons as members of the Company's Board of Directors with an
additional incentive for such persons to contribute to the success of
the Company. Options were first granted to directors on December 1,
1989 and each of the four succeeding Board of Directors meetings
following the Annual Meetings of Stockholders in 1990, 1991, 1992 and
1993. No further options are anticipated to be granted under this plan.
Each grant of options under the plan entitles each director to
whom such options were granted the right to purchase 15,000 shares of
the Company's Common Stock at a designated option price, anytime and
from time to time, within five years from the date of grant. Options
previously granted, which have not already been exercised or expired,
will remain in effect until exercise or expiration, whichever comes
first. The plan will terminate in 1999, unless terminated sooner by the
Board of Directors. Under the terms of this plan, 240,000 shares of
Insituform East Common Stock remain reserved for the directors of
Insituform East.
No options available under this plan were exercised by directors
of the Company during fiscal year 1995.
1994 Board of Directors Stock Option Plan
The Company adopted, with stockholder approval at the 1994 Annual
Meeting of Stockholders, the Insituform East, Incorporated 1994 Board of
Directors Stock Option Plan (the "1994 Directors' Plan). The purpose of
the plan is to promote the growth and general prosperity of the Company
by permitting the Company, through the granting of options to purchase
shares of its Common Stock, to attract and retain the best available
persons as members of the Company's Board of Directors with an
additional incentive for such persons to contribute to the success of
the Company. The Plan is administered and options are granted by the
Board of Directors. Under the terms of this plan, up to 525,000 shares
of Common Stock have been reserved for the directors of the Company.
- 10 -
<PAGE>
Each grant of options under the plan will entitle each director to
whom such options are granted the right to purchase 15,000 shares of the
Company's Common Stock at a designated option price, anytime and from
time to time, within five years from the date of grant. Options are
granted under the 1994 Directors' Plan each year for five years to each
member of the Board of Directors serving as such on the date of grant;
i.e., for each director serving for five years, a total of five options
covering in the aggregate 75,000 shares of Common Stock (subject to
adjustments upon changes in the capital structure of the Company), over
a five year period.
On December 9, 1994, options on a total of 105,000 shares of
Common Stock were granted to directors of the Company (options on
15,000 shares to each of seven directors) at a per share price of
$2.625. No options available under this plan were exercised by
directors of the Company during fiscal year 1995.
OPTIONS/SAR GRANTS
No option or Stock Appreciation Right grants were made to any of
the named executive officers during fiscal year 1995 under the 1985
Employee Stock Option Plan or the 1989 Board of Directors' Stock Option
Plan. The following table sets forth information concerning options
granted to each of the named executive officers, who are also directors,
during fiscal year 1995 under the 1994 Board of Directors' Stock Option
Plan.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realized Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term
% of Total
Options/SARs
Option/ Granted to Exercised or
SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
George Wm. Erikson 15,000 1/ 14% $2.625 12/9/99 $10,875 $24,045
Robert W. Erikson 15,000 1/ 14% $2.625 12/9/99 $10,875 $24,045
</TABLE>
1/ Option grants under the 1994 Directors' Plan, as described on
pages 10 and 11.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE
All option or Stock Appreciation Right grants made under the 1985
Employee Stock Option Plan have expired prior to fiscal year 1995. No
option or Stock Appreciation Right grants made under the 1989 or 1994
Board of Directors' Stock Option Plans to any of the named executive
officers were exercised during fiscal year 1995. The following table
sets forth information concerning option or Stock Appreciation right
grants held by each of the named executive officers, who are also
directors, as of June 30, 1995.
AGGREGATED OPTION/SAR GRANTS IN LAST FISCAL YEAR
AND FY-END OPTIONS/SAR VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options/SARs In the Money Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
George Wm. Erikson 0 $0 75,000 1/ 0 $55,313 $0
Robert W. Erikson 0 $0 75,000 1/ 0 $55,313 $0
</TABLE>
1/ Options exercisable under the 1989 and 1994 Directors' Plans, as
described on pages 10 and 11.
- 11 -
<PAGE>
REPRICING OF OPTIONS/SARs
The Company has not adjusted or amended the exercise price of
stock options or SARs previously awarded to any of the named executive
officers during fiscal year 1995.
LONG-TERM INCENTIVE PLAN AWARDS
The Company does not have a long-term incentive plan.
DEFINED BENEFIT OR ACTUARIAL PLANS
The Company does not have any defined benefit or actuarial plans.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
There are no employment contracts between the Company and any
named executive officer. There are no arrangements between the Company
and any named executive officer, or payments made to an executive
officer, that resulted, or will result, from the resignation, retirement
or other termination of employment with the Company, in an amount that
exceeded $100,000.
COMPENSATION OF DIRECTORS
Non-officer directors of the Company are paid an annual fee of
$5,000 plus $1,000 for each meeting of the Board of Directors, and each
committee meeting, attended in person. Meetings attended by telephone
are compensated at the rate of $200. Directors who are salaried
employees do not receive separate fees for service as directors but are
eligible with all other directors to participate in the 1989 and 1994
Board of Directors' Stock Option Plans, as described under the section
entitled "Compensation Pursuant to Plans." All directors of the Company
are reimbursed for Company travel-related expenses.
Mr. Jack Massar, a director of the Company since 1991, has a
consulting agreement with the Company. Mr. Massar received $49,000 from
the Company for services rendered pursuant to this agreement during
fiscal year 1995. Mr. Massar is also reimbursed for travel-related
expenses in connection with this agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Board of Directors does not have a compensation
committee; the Board of Directors serves in that capacity. Messrs.
George Erikson and Robert W. Erikson, both members of the Board of
Directors and executive officers of the Company, holding the offices of
Chairman & General Counsel and President, respectively, participate in,
and during fiscal year 1995 participated in, deliberations of the Board
of Directors concerning executive officer compensation.
Messrs. George Wm. Erikson and Robert W. Erikson are both members
of the Board of Directors and executive officers of CERBCO, Inc. In
their capacity as directors of CERBCO, Inc., they participate in, and
during fiscal year 1995 participated in, deliberations of the CERBCO,
Inc. Board of Directors concerning executive officer compensation for
CERBCO, Inc.
Mr. Robert W. Erikson serves, and served during fiscal year 1995,
as a member of the Compensation Committee of the Board of Directors of
Palmer National Bancorp, Inc. and The Palmer National Bank. Mr. Webb C.
Hayes, IV, a director of the Company and director of CERBCO, Inc. who
participates in, and during fiscal year 1995 participated in,
deliberations of the Company's Board of Directors and the CERBCO, Inc.
Board of Directors concerning executive officer compensation for the
Company and CERBCO, Inc., is Chairman of the Board, President and an
executive officer of Palmer National Bancorp, Inc. and The Palmer
National Bank.
PERFORMANCE GRAPH
The following graph compares the total stockholder return on the
Company's Common Stock to the Total Return Index for the NASDAQ Stock
Market (U.S. companies) and to a Peer Group Index based on NASDAQ Stocks
SIC Code 162, "Heavy Construction, Except Highway," for the last five
fiscal years.
- 12 -
<PAGE>
Comparison of Five-Year Cumulative Total Returns
Performance Report for
Insituform East, Incorporated
Company Index: CUSIP Ticker Class SIC Exchange
457662104 INEI 1620 NASDAQ
Fiscal Year-end is 06/30/95
Market Index: Nasdaq Stock Market (U.S. Companies)
Peer Index: NASDAQ Stocks (SIC 1620-1629 US + Foreign)
Heavy Construction, Except Highway and Street Construction
Date Company Market Market Peer Peer
Index Index Count Index Count
06/29/90 100.000 100.000 4082 100.000 13
07/31/90 94.118 94.973 4078 86.071 13
08/31/90 67.647 82.976 4071 72.987 13
09/28/90 64.706 75.107 4044 66.052 13
10/31/90 52.941 72.149 4018 59.037 15
11/30/90 52.941 79.033 3987 66.830 15
12/31/90 47.059 82.456 3970 61.437 15
01/31/91 47.059 91.597 3937 61.837 15
02/28/91 85.294 100.407 3923 78.541 15
03/28/91 105.882 107.125 3910 89.666 15
04/30/91 141.176 107.804 3872 94.749 15
05/31/91 141.176 112.752 3871 89.786 13
06/28/91 95.332 105.885 3894 85.673 13
07/31/91 113.207 112.153 3893 83.586 13
08/30/91 108.738 117.726 3907 85.000 13
09/30/91 163.852 118.158 3911 90.167 13
10/31/91 134.061 122.075 3924 91.953 12
11/29/91 128.103 117.983 3936 94.295 12
12/31/91 134.061 132.386 3944 101.085 11
01/31/92 137.040 140.128 3954 108.660 11
02/28/92 134.061 143.302 3958 111.720 11
03/31/92 101.290 136.538 3970 108.823 12
04/30/92 89.374 130.680 3969 108.328 12
05/29/92 95.332 132.380 3957 112.393 12
06/30/92 87.586 127.205 3935 112.671 12
07/31/92 90.607 131.707 3899 105.845 12
08/31/92 120.809 127.682 3880 106.664 11
09/30/92 108.728 132.428 3878 105.563 11
10/30/92 96.647 137.645 3890 112.532 11
11/30/92 129.870 148.594 3906 136.938 11
12/31/92 120.809 154.066 3930 143.783 10
01/29/93 117.789 158.451 3918 136.819 10
02/26/93 96.647 152.541 3949 135.521 11
03/31/93 87.586 156.956 3973 120.307 11
04/30/93 81.546 150.257 4007 120.849 11
05/28/93 75.506 159.234 4035 112.665 11
- 13 -
<PAGE>
06/30/93 70.788 159.970 4072 107.829 11
07/30/93 58.477 160.161 4104 105.319 12
08/31/93 56.938 168.438 4139 111.636 12
09/30/93 53.861 173.454 4175 110.076 12
10/29/93 63.095 177.358 4223 118.621 12
11/30/93 67.710 172.077 4306 112.291 12
12/31/93 58.477 176.873 4378 101.665 12
01/31/94 61.555 182.233 4402 109.037 12
02/28/94 67.710 180.574 4441 114.827 12
03/31/94 73.866 169.454 4493 114.021 12
04/29/94 70.788 167.256 4522 112.964 12
05/31/94 64.633 167.674 4561 112.527 12
06/30/94 62.786 161.562 4574 108.602 12
07/29/94 62.786 164.874 4592 105.261 12
08/31/94 62.786 175.379 4609 108.808 13
09/30/94 65.925 174.933 4610 108.874 13
10/31/94 59.647 178.341 4631 111.039 13
11/30/94 72.204 172.408 4647 104.046 13
12/30/94 62.786 172.936 4651 107.976 13
01/31/95 69.065 173.898 4639 116.201 13
02/28/95 81.622 183.055 4642 119.399 13
03/31/95 75.343 188.390 4637 114.246 13
04/28/95 87.901 194.433 4648 117.373 12
05/31/95 106.736 99.523 4645 124.951 12
06/30/95 111.427 215.365 4662 125.426 12
The index level for all series was set to 100.0 on 06/29/90
- 14 -
<PAGE>
CERTAIN BUSINESS RELATIONSHIPS
Mr. Thomas J. Schaefer, a director of the Company since 1981, is
President, Chief Executive Officer and a Director of Columbia First
Bank. The Company has a commercial banking relationship with Columbia
First Bank including a $3,000,000 revolving line of credit which
presently extends through December 31, 1996. Management of the Company
believes that Columbia First Bank's fees for commercial banking services
are competitive with fees charged by other area banks.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP was engaged to audit the financial
statements of the Company for the fiscal year ended June 30, 1995. A
representative of Deloitte & Touche LLP will be at the Meeting and will
have an opportunity to make a statement if he or she desires to do so.
The representative will also be available to respond to appropriate
questions from any stockholders present at the Meeting.
The Audit Committee of the Board of Directors has not yet recommended,
and the Board has not yet approved, the appointment of independent
public accountants to audit the financial statements of the Company for
the fiscal year ending June 30, 1996. It is anticipated that the Audit
Committee will make its recommendation to the Board and that the
appointment of independent public accountants will be made by the Board
prior to June 30, 1996.
OTHER MATTERS
The Board of Directors is not aware of any other matters which are
likely to be brought before the Meeting. However, if any other matters
are properly brought before the Meeting, it is the intention of the
individuals named in the enclosed form of Proxy to vote the proxy in
accordance with their judgment on such matters.
ANNUAL REPORT AND FINANCIAL STATEMENTS
Financial statements of the Company are contained in the Company's
Annual Report for the fiscal year ended June 30, 1995, a copy of which
is enclosed herewith.
DEADLINE FOR SUBMITTING STOCKHOLDERS PROPOSALS
FOR INCLUSION IN THE BOARD'S PROXY STATEMENT IN CONNECTION
WITH THE FISCAL YEAR 1996 ANNUAL MEETING
A proposal submitted by a stockholder for action at the Company's
Annual Meeting of Stockholders for the fiscal year ending June 30, 1996
must be received no later than June 30, 1996, in order to be included in
the Company's Proxy Statement for that meeting. It is suggested that
proponents submit their proposals by certified mail-return receipt
requested.
A proponent of a proposal must be a record or beneficial owner
entitled to vote at the next Annual Meeting on the proposal and must
continue to be entitled to vote through the date on which the meeting is
held.
By Order of the Board of Directors,
/s/ Robert F. Hartman
Robert F. Hartman
Secretary
Landover, Maryland
October 30, 1995
- 15 -
<PAGE>
******************************APPENDIX******************************
INSITUFORM EAST, INCORPORATED
3421 Pennsy Drive
Landover, Maryland 20785
(301) 386-4100
ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 8, 1995
PROXY - CLASS B COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints G. Wm. Erikson and R. W. Erikson, and
each of them, with full power of substitution, the Proxies of the
undersigned to represent and to vote, as designated on the reverse side
hereof, all the shares of Class B Common Stock of INSITUFORM EAST,
INCORPORATED (the "Corporation"), held of record by the undersigned on
October 12, 1995, at the Annual Meeting of Stockholders to be held on
December 8, 1995 or any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
(Continued and to be signed on reverse side).
Please mark box or x in blue or black ink.
<TABLE>
<CAPTION>
<S> <C> <C>
1. Proposal-Election of Directors FOR all nominees listed WITHHOLD authority
below (except as marked to vote for all nominees
to the contrary) listed below
</TABLE>
G.Wm. Erikson, R.W. Erikson, W.C. Hayes, IV,
P.C. Kincheloe, Jr. and J. Massar
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
__________________________________________________________________________
2. In their own discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
* Signature(s) should be exactly as name(s)
appearing on your certificate. If stock is
held jointly, each holder should sign. If
signing is by attorney, executor,
administrator, trustee, guardian or corporate
officer, etc., please give your full title as
such.
Dated: _________________________, 1995
* Signature ____________________________
* Signature ____________________________
PLEASE SIGN, DATE, AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
- 16 -
<PAGE>
INSITUFORM EAST, INCORPORATED
3421 Pennsy Drive
Landover, Maryland 20785
(301) 386-4100
ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 8, 1995
PROXY - COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints G. Wm. Erikson and R. W. Erikson,
and each of them, with full power of substitution, the Proxies of the
undersigned to represent and to vote, as designated on the reverse side
hereof, all the shares of Common Stock of INSITUFORM EAST, INCORPORATED
(the "Corporation"), held of record by the undersigned on October 12,
1995, at the Annual Meeting of Stockholders to be held on December 8,
1995 or any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
(Continued and to be signed on reverse side).
Please mark box or x in blue or black ink.
<TABLE>
<CAPTION>
<S> <C> <C>
1. Proposal-Election of Directors FOR all nominees listed WITHHOLD authority
below (except as marked to vote for all nominees
to the contrary) listed below
</TABLE>
C.G. Franklin and T.J. Schaefer
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
___________________________________________________________________________
2. In their own discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
*Signature(s) should be exactly as
name(s) appearing on your
certificate. If stock is held
jointly, each holder should sign. If
signing is by attorney, executor,
administrator, trustee, guardian or
corporate officer, etc., please give
your full title as such.
Dated: _________________________, 1995
* Signature ____________________________
* Signature ____________________________
PLEASE SIGN, DATE, AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
- 17 -
