SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by Party other than the Registrant [ ]
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)
or 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 13, 1996
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, 1996 will be held at the
Holiday Inn/US Air Arena, 9100 Basil Court, Landover, Maryland 20774 on Friday,
December 13, 1996, at 10:00 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 17,
1996, 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, 1996, 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
Secretary
Landover, Maryland
November 4, 1996
<PAGE>
INSITUFORM EAST, INCORPORATED
3421 Pennsy Drive
Landover, Maryland 20785
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 13, 1996
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 Holiday Inn/US Air Arena, 9100 Basil
Court, Landover, Maryland, 20774 on Friday, December 13, 1996, at 10:00 a.m.
local time, and any adjournments thereof (the "Meeting").
The Board of Directors has fixed the close of business on October 17,
1996, as the record date (the "Record Date") for the determination of
stockholders who are entitled to notice of, and to vote at, 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 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.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders, Proxy, and Annual Report for the fiscal year ended June 30, 1996,
are first being mailed to the Company's stockholders of record on or about
November 4, 1996.
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.
Each share of Common Stock is entitled to one vote, and each share of
Class B Common Stock is entitled to ten votes, except with respect to the
election of directors and any other matter requiring the vote of Common Stock or
Class B Common Stock separately as a class. The holders of Common Stock, voting
as a separate class, are entitled to elect that number of directors which
constitutes 25% of the authorized number of members of the Board of Directors
and, if such 25% is not a whole number, then the holders of Common Stock are
entitled to elect the nearest higher whole number of directors that is at least
25% of such membership. The holders of Class B Common Stock, also voting as a
separate class, are entitled to elect the remaining directors. The affirmative
vote of the holders of a majority of each class of common stock present in
person or represented by proxy, provided a quorum of that class is present, is
necessary for the election of directors by the class. For purposes of
determining whether a proposal has received a majority vote, abstentions will be
included in the vote totals with the result that an abstention will have the
same effect as a negative vote. Where authority to vote shares is withheld,
including instances where brokers are prohibited from exercising discretionary
authority for beneficial owners who have not returned a proxy (so-called "broker
non-votes"), those shares will not be included in the vote totals and,
therefore, will have no effect on the vote.
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>
Name & Address of Amount & Nature of Percent
Beneficial Owner Title of Class Beneficial Ownership of Class
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CERBCO, Inc. Common Stock 1,127,500 25.7% 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
- -------------------------------------------------------------------------------------------------------------------
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 58.1% 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 42.4% and 37.3%,
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.
</TABLE>
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:
<TABLE>
<CAPTION>
Amount & Nature of Beneficial Ownership
Name of Beneficial Owner Title of Class Owned Outright Exercisable Options Percent 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 0 75,000 1.8%
Calvin G. Franklin Common Stock 0 30,000 0.7%
Webb C. Hayes, IV Common Stock 0 30,000 0.7%
Paul C. Kincheloe, Jr. Common Stock 0 30,000 0.7%
Jack Massar Common Stock 0 75,000 1.8%
Thomas J. Schaefer Common Stock 0 75,000 1.8%
All directors and officers as Common Stock 17,000 390,000 9.1%
a group (11 persons, Class B Common Stock 0 0 0.0%
including those named above)
1/ Messrs. George Wm. Erikson and Robert W. Erikson own 42.4% and 37.3%,
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.
</TABLE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Board of Directors is currently comprised of seven directors. The
terms of all presently serving 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, 1997, 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 of
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:
<TABLE>
<CAPTION>
Name, Age, Principal Occupation, First Became Class of Common Stock
Business Experience and Directorships A Director For Which Nominated
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
George Wm. Erikson, Age 54 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 51 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; Director of The Palmer National Bank from 1983
to 1996, and Director of its successor, The George Mason Bank, N.A., since 1996.
Calvin G. Franklin, Age 66 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 from 1989 to 1995; Director of Signet Bank, N.A. from 1985
to 1989; retired Major General, U.S. Army.
Webb C. Hayes, IV, Age 48 3/ 1994 Class B Common Stock
Director and Executive Vice President of George Mason Bankshares, Inc. and
Chairman, President and CEO of The George Mason Bank, N.A., since 1996; Chairman
of the Board of Palmer National Bancorp., Inc. and The Palmer National Bank from
1985 to 1996, President and Chief Executive Officer from 1983 to 1996; 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 55 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 71 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 58 2/ 3/ 1981 Common Stock
Independent private investor since 1995; President, Chief
Executive Officer and Director of Columbia First Bank, N.A. from
1988 to 1995; 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.
- -------------------------------------------------------------------------------------------------------------------
1/ Messrs. George Wm. Erikson and Robert W. Erikson are brothers.
2/ Member of Audit Committee.
3/ Member of Stock Option Committee.
</TABLE>
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, 1996, the Board of Directors met
on five 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 1996. 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 50
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 50
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 42
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 49 Vice President of Administration and Secretary
since 1991; Vice President and Controller of CERBCO, Inc. since 1988,
Secretary since 1991; 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.
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.
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 1995, 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 5% effective October 1, 1995.
(b) Incentive Cash Bonuses. In addition to base compensation, the Board
annually considers, at its sole discretion, the award of an annual
return-on-equity ("ROE") 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 ROE bonus is earned, is calculated by multiplying the Company's annual ROE
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 officer's base compensation. The underlying
concept of the ROE 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, 1996, the individual ROE bonus rate
was 11.1%, 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, until February 1996, were eligible to participate in
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 under the Employee Stock Option Plan to any employee, including any
officer, were discretionary and determined by the Company's Stock Option
Committee, which in fiscal year 1996 consisted of Messrs. Schaefer, Massar and
Hayes. The Stock Option Committee considered the following factors, articulated
in the Stock Option Plan which were 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 the Employee Stock Option Plan were granted
to any officers of the Company during fiscal year 1996.
COMPENSATION OF MEMBERS OF THE CEOC
On September 8, 1995, the Board approved a 5% increase in base annual
salary from $194,450 to $204,173, effective October 1, 1995, for each current
member of the CEOC, namely, George Wm. Erikson and Robert W. Erikson. 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 of
the CEOC members by 5% 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.
Due to the positive earnings results of Insituform East for fiscal year 1996, an
incentive cash bonus of 11.1%, based upon the ROE formula previously discussed,
in the amount of $22,393 was earned by both George Wm. Erikson and Robert W.
Erikson, and approved by the Board on September 13, 1996. No stock options were
granted to either George Wm. Erikson or Robert W. Erikson pursuant to the
Employee Stock Option Plan during fiscal year 1996.
In approving the compensation of the CEOC members, the Board took into
account that while George Wm. Erikson and Robert W. Erikson devote the
predominate portion of their time and effort to the Company they also devote a
portion of their time and effort to the parent company, CERBCO, Inc., and to its
majority-owned subsidiary, Capitol Copy Products, Inc. The Board believes the
base salary levels set for George Wm. Erikson and Robert W. Erikson are
commensurate with the time and effort devoted to the activities of, and their
duties and responsibilities with, the Company.
The Board of Directors The Stock Option Committee
George Wm. Erikson Webb C. Hayes, IV
Robert W. Erikson Jack Massar
Calvin G. Franklin Thomas J. Schaefer
Webb C. Hayes, IV
Paul C. Kincheloe, Jr.
Jack Massar
Thomas J. Schaefer
SUMMARY COMPENSATION
The following table sets forth information concerning the compensation
paid by the Company to each of the named executive officers for the fiscal years
ended June 30, 1996, 1995 and 1994:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Name Other Total Restricted
and Annual Annual Stock Options/ LTIP All Other
Principal Fiscal Salary Bonus Compensation Compensation Awards SARs Payouts Compensation
Position Year ($) ($) ($) 2/ ($) ($) (#) ($) ($) 3/
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
George Wm. Erikson 1996 $201,555 $22,393 $0 $223,948 $0 15,000 $0 $11,264
Chairman & General 1995 196,555 31,457 0 228,012 0 15,000 0 12,033
Counsel 1/ 1994 188,559 2,086 0 190,645 0 15,000 0 19,683
Robert W. Erikson 1996 $201,555 $22,393 $0 $223,948 $0 15,000 $0 $9,014
President 1/ 1995 196,555 31,457 0 228,012 0 15,000 0 10,118
1994 188,559 2,086 0 190,645 0 15,000 0 18,322
John F. Mulhall 1996 $118,023 $13,112 $0 $131,135 $0 0 $0 $8,639
Vice President of 1995 114,993 18,404 0 133,397 0 0 0 7,926
Sales & Marketing 1994 110,322 1,221 0 111,543 0 0 0 9,521
Gregory Laszczynski 1996 $124,335 $13,814 $0 $138,149 $0 0 $0 $10,531
Vice President of 1995 109,756 17,564 0 127,320 0 0 0 8,308
Operations 1994 105,297 1,165 0 106,462 0 0 0 9,649
Raymond T. Verrey 1996 $96,568 $10,729 $0 $107,297 $0 0 $0 $7,564
Vice President & 1995 94,076 15,056 0 109,132 0 0 0 6,859
Chief Financial 1994 90,254 998 0 91,252 0 0 0 7,837
Officer
Robert F. Hartman 1996 $85,891 $9,542 $0 $95,433 $0 0 $0 $6,665
Vice President of 1995 83,664 13,390 0 97,054 0 0 0 5,754
Administration & 1994 80,254 888 0 81,142 0 0 0 6,632
Secretary
- -------------------------------------------------------------------------------------------------------------------
1/ The Company's Chief Executive Officer Committee, consisting of the Chairman
and the 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 Insituform East, Incorporated Employee Advantage Plan,
as described on page 9.
</TABLE>
COMPENSATION PURSUANT TO PLANS
Insituform East, Incorporated Employee Advantage Plan
The Company 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 the Company 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 Company's Board of Directors which
determines, at its discretion, the amount of the Company's annual contribution.
The Insituform East Board of Directors can authorize a contribution, on behalf
of the Company, 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 the Company'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 1996 1/ as of 10/17/96
---------------------------- ------------------- --------------
<S> <C> <C>
George Wm. Erikson, Chairman $9,014 100%
Robert W. Erikson, President 9,014 100%
John F. Mulhall, Vice President of Sales & Marketing 7,989 100%
Gregory Laszczynski, Vice President of Operations 8,403 100%
Raymond T. Verrey, Vice President & Chief Financial Officer 6,117 100%
Robert F. Hartman, Vice President of Administration & Secretary 5,177 60%
All Executive officers as a group (6 persons) $45,714 N/A
- -------------------------------------------------------------------------------------------------------------------
1/ Total contributions to employees of $211,541 include Insituform East's
contribution of $198,844 and reallocated amounts totaling $12,697 forfeited
by former participants who terminated employment with Insituform East
during the fiscal year 1996.
</TABLE>
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, 1996,
the Company 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.
<TABLE>
<CAPTION>
Names and Capacities in Which Contributions for Vested Percent
Cash Contributions Were Made Fiscal Year 1996 as of 10/17/96
<S> <C> <C>
George Wm. Erikson, Chairman $2,250 100%
Robert W. Erikson, President 0 100%
John F. Mulhall, Vice President of Sales & Marketing 650 100%
Gregory Laszczynski, Vice President of Operations 2,128 100%
Raymond T. Verrey, Vice President & Chief Financial Officer 1,447 100%
Robert F. Hartman, Vice President of Administration & Secretary 1,488 100%
All Executive officers as a group (6 persons) $7,963 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. This plan automatically terminated on February 17, 1996. The
purpose of the plan was 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 was employed on a full-time basis was eligible for participation. The plan
was administered by the Stock Option Committee consisting of Messrs. Thomas J.
Schaefer, Jack Massar and Webb C. Hayes, IV.
During fiscal year 1996, no options were granted to executive officers
of the Company. All options granted under this plan in past years had expired
prior to June 30, 1996.
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 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.
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 Board of
Directors Stock Option 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 8, 1995, 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 $4.2188. No options available under
this plan were exercised by directors of the Company during fiscal year 1996.
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 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 by the Board of Directors. Options were
first granted to directors on December 1, 1989 and at 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 terms of this plan, 180,000
shares of Common Stock remain reserved for the directors of the Company.
No options available under this plan were granted to or exercised by
directors of the Company during fiscal year 1996.
OPTIONS/SAR GRANTS
No option or Stock Appreciation Right grants were made to any of the
named executive officers during fiscal year 1996 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 1996 under the
1994 Board of Directors' Stock Option Plan:
<TABLE>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realized Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for Option Term
% of Total
Options/SARs
Granted to Exercised or
Options/SARs Employees Base Price Expiration
Name Granted (#) in Fiscal Year ($/Share) Date 5% ($) 10% ($)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George Wm. Erikson 15,000 1/ 14% $4.2188 12/8/00 $17,484 $38,634
Robert W. Erikson 15,000 1/ 14% $4.2188 12/8/00 $17,484 $38,634
- -------------------------------------------------------------------------------------------------------------------
1/ Option grants under the 1994 Board of Directors Stock Option Plans, as
described on page 10.
</TABLE>
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE
All option or Stock Appreciation Right grants made under the 1985
Employee Stock Option Plan had expired prior to fiscal year 1996. No option or
Stock Appreciation Right grants made under the 1989 and 1994 Board of Directors
Stock Option Plans to any of the named executive officers were exercised during
fiscal year 1996. The following table sets forth information concerning option
or Stock Appreciation right grants held by each of the named executive officers,
who are also directors, as of June 30, 1996.
<TABLE>
AGGREGATED OPTION/SAR GRANTS IN LAST FISCAL YEAR
AND FY-END OPTIONS/SAR VALUES
<CAPTION>
Number of Unexercised Value of Unexercised
Options/SARs at In the Money Options/SARs
Fiscal Year-End (#) at Fiscal Year-End ($)
--------------------------------------------------------
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
George Wm. Erikson 0 $0 75,000 1/ 0 $17,813 $0
Robert W. Erikson 0 $0 75,000 1/ 0 $17,813 $0
- -------------------------------------------------------------------------------------------------------------------
1/ Options exercisable under the IEI 1989 and 1994 Board of Directors Stock
Option Plans, as described on page 10.
</TABLE>
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 1996.
LONG-TERM INCENTIVE PLAN AWARDS
The Company does not have any long-term incentive plans.
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 receive no remuneration
for their 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 $48,600 from the Company for
services rendered pursuant to this agreement during fiscal year 1996. Mr. Massar
is also reimbursed for travel-related expenses in connection with this
agreement.
CERTAIN BUSINESS RELATIONSHIPS
Mr. Thomas J. Schaefer, a director of the Company since 1981, was
President, Chief Executive Officer and a director of Columbia First Bank, N.A.
The Company maintained a commercial banking relationship with Columbia First
Bank including a $3,000,000 revolving line of credit during fiscal 1996 until
Columbia First Bank was acquired by First Union National Bank on November 3,
1995. Management of the Company believes that Columbia First Bank's fees for
commercial banking services were competitive with fees charged by other area
banks.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The Company's Board of Directors does not have a Compensation
Committee; the Board of Directors serves in that capacity. Messrs. George Wm.
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 1996
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 1996
participated in deliberations of the CERBCO, Inc. Board of Directors concerning
executive officer compensation for CERBCO, Inc.
Mr. Robert W. Erikson served during fiscal year 1996 as a member of the
Compensation Committee of the Board of Directors of The Palmer National Bank.
Mr. Webb C. Hayes, IV, a director of the Company and a director of CERBCO, Inc.
who participates in, and during fiscal year 1996 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.,
respectively, was Chairman of the Board, President and an executive officer of
Palmer National Bancorp, Inc. and The Palmer National Bank. Palmer National
Bancorp, Inc. was acquired by George Mason Bankshares, Inc. in May 1996. The
Palmer National Bank was subsequently renamed George Mason Bank, N.A. Since May
1996, Mr. Erikson no longer participates in compensation matters affecting Mr.
Hayes.
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.
<TABLE>
<CAPTION>
Date Company Market Market Peer Peer
Index Index Count Index Count
<C> <C> <C> <C> <C> <C>
06/28/91 100.000 100.000 3893 100.000 13
07/31/91 118.750 105.920 3891 97.563 13
08/30/91 114.063 111.187 3904 99.215 13
09/30/91 171.875 111.595 3908 105.245 13
10/31/91 140.625 115.284 3920 107.330 12
11/29/91 134.375 111.414 3932 110.063 12
12/31/91 140.625 125.025 3940 117.989 11
01/31/92 143.750 132.336 3953 126.831 11
02/28/92 140.625 135.334 3957 130.402 11
03/31/92 106.250 128.947 3969 127.021 12
04/30/92 93.750 123.417 3968 126.443 12
05/29/92 100.000 125.019 3956 131.188 12
06/30/92 91.875 120.132 3936 131.512 12
07/31/92 95.043 124.388 3900 123.545 12
08/31/92 126.724 120.585 3881 124.501 11
09/30/92 114.052 125.067 3879 123.216 11
10/30/92 101.379 129.994 3891 131.350 11
11/30/92 136.228 140.337 3907 159.838 11
12/31/92 126.724 145.503 3931 167.827 10
01/29/93 123.556 149.644 3919 159.698 10
02/26/93 101.379 144.062 3950 158.183 11
03/31/93 91.875 148.232 3974 140.425 11
04/30/93 85.539 141.905 4008 141.058 11
05/28/93 79.203 150.382 4036 131.505 11
06/30/93 74.254 151.077 4072 125.860 11
07/30/93 61.340 151.256 4104 122.931 12
08/31/93 59.726 159.074 4139 130.304 12
09/30/93 56.498 163.811 4174 128.483 12
10/29/93 66.183 167.493 4222 138.457 12
11/30/93 71.026 162.497 4305 131.069 12
12/31/93 61.340 167.027 4377 118.665 12
01/31/94 64.569 172.097 4401 127.271 12
02/28/94 71.026 170.488 4440 134.029 12
03/31/94 77.483 160.002 4492 133.088 12
04/29/94 74.254 157.926 4521 131.854 12
05/31/94 67.797 158.312 4563 131.344 12
06/30/94 65.860 152.522 4576 126.762 12
07/29/94 65.860 155.650 4594 122.863 12
08/31/94 65.860 165.573 4612 127.012 13
09/30/94 69.153 165.150 4615 127.093 13
10/31/94 62.567 168.396 4637 130.703 13
11/30/94 75.739 162.810 4653 122.421 13
12/30/94 65.860 163.267 4658 127.170 13
01/31/95 72.446 164.183 4648 136.493 13
02/28/95 85.618 172.865 4650 140.271 13
03/31/95 79.032 177.987 4644 134.138 13
04/28/95 92.204 183.591 4655 137.823 12
05/31/95 111.963 188.329 4653 145.663 12
06/30/95 116.883 203.589 4670 146.083 12
07/31/95 116.883 218.551 4689 144.651 12
08/31/95 123.562 222.974 4712 157.336 12
09/29/95 136.920 228.103 4708 155.009 12
10/31/95 126.901 226.800 4745 148.821 12
11/30/95 110.204 232.119 4777 143.771 12
12/29/95 113.543 230.876 4817 152.602 12
01/31/96 110.204 232.006 4807 142.223 12
02/29/96 100.185 240.850 4837 145.768 12
03/29/96 100.185 241.646 4876 159.783 12
04/30/96 100.185 261.688 4920 197.061 12
05/31/96 103.525 273.746 4976 235.533 12
06/28/96 84.972 261.403 5029 210.093 12
</TABLE>
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche was engaged to audit the financial
statements of the Company for the fiscal year ended June 30, 1996. A
representative of Deloitte & Touche 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, 1997. 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, 1997.
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, 1996, a copy of which is
enclosed herewith.
DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS
FOR INCLUSION IN THE BOARD'S PROXY STATEMENT IN CONNECTION
WITH THE FISCAL YEAR 1997 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, 1997 must be
received no later than June 30, 1997, 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
Secretary
Landover, Maryland
November 4, 1996
<PAGE>
APPENDIX A
TEXT OF COMMON STOCK PROXY CARD:
INSITUFORM EAST, INCORPORATED
3421 Pennsy Drive
Landover, Maryland 20785
(301) 386-4100
ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 13, 1996
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 held of record by the
undersigned on October 17, 1996, at the Annual Meeting of Stockholders to be
held on December 13, 1996 or any adjournments thereof.
(Continued and to be signed on reverse side.)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
X Please mark your
votes as in this
example.
FOR, all nominees WITHHOLD
authority to vote Nominees: C.G. Franklin
for all nominees T.J. Schaefer
1. Proposal -
Election of [ ] [ ]
Directors.
(INSTRUCTION: To vote against one or more individual nominees, write the
nominee's name(s) on the line provided below.)
2. In their own discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
PLEASE SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE SIGNATURE (IF HELD JOINTLY) Dated: , 1996
NOTE: 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.
TEXT OF CLASS B COMMON STOCK PROXY CARD:
INSITUFORM EAST, INCORPORATED
3421 Pennsy Drive
Landover, Maryland 20785
(301) 386-4100
ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 13, 1996
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 held of record by the
undersigned on October 17, 1996, at the Annual Meeting of Stockholders to be
held on December 13, 1996 or any adjournments thereof.
(Continued and to be signed on reverse side.)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
X Please mark your
votes as in this
example.
FOR, all nominees WITHHOLD Nominees: G.Wm. Erikson
authority to vote R.W. Erikson
for all nominees W.C. Hayes, IV
P.C. Kincheloe, Jr.
J. Massar
1. Proposal -
Election of [ ] [ ]
Directors.
(INSTRUCTION: To vote against one or more individual nominees, write the
nominee's name(s) on the line provided below.)
2. In their own discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
PLEASE SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE SIGNATURE (IF HELD JOINTLY) Dated: , 1996
NOTE: 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.
