SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)
INSITUFORM EAST, INCORPORATED
(Name of Issuer)
COMMON STOCK
PAR VALUE $.04 PER SHARE
(Title of Class of Securities)
457662-10-4
(CUSIP Number)
Robert W. Erikson
CERBCO, Inc.
3421 Pennsy Drive
Landover, MD 20785
(301) 773-1784
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
John Paul Ketels
Clifford Chance Rogers & Wells LLP
607 14th Street, N.W.
Washington, DC 20005
(202) 434-0700
October 29, 1999
(Date of Event that Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. / /
(Continued on following pages)
(Page 1 of 10 Pages)
<PAGE>
CUSIP No. 457662-10-4
13D
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
CERBERONICS, INC. 54-0850359
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
1,618,891
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH: 1,618,891
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,618,891
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 457662-10-4
13D
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
CERBCO, INC. 54-1448835
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
1,618,891
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH: 1,618,891
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,618,891
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14. TYPE OF REPORTING PERSON
HC
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 4, which relates to the Common Stock, par value $.04
per share (the "Common Stock") of Insituform East, Incorporated, a Delaware
corporation (the "Issuer"), including shares of Common Stock issuable upon
conversion of the Issuer's Class B Common Stock, par value $.04 per share (the
"Class B Common Stock"), supplements and amends the statement on Schedule 13D
originally filed with the Commission on March 25, 1985, as amended on June 19,
1986, March 1, 1999 and further amended on March 23, 1999 (the "Statement"). The
Issuer's principal executive offices are located at 3421 Pennsy Drive, Landover,
Maryland 20785.
Item 2. Identity and Background.
(a)-(c) This Statement is filed on behalf of CERBCO, Inc. ("CERBCO"), a
Delaware corporation with its principal office and principal business address at
3421 Pennsy Drive, Landover, Maryland 20785 and CERBERONICS, Inc.
("CERBERONICS"), a Delaware corporation with its principal office and principal
business address at 300 Delaware Avenue, Suite 1704, Wilmington, Delaware 19801.
CERBERONICS is a wholly-owned subsidiary of CERBCO. The name, residence or
business address and present principal occupation or employment of executive
officers and directors of CERBERONICS and CERBCO (as indicated) are as follows:
<TABLE>
<CAPTION>
Name and Title Residence or Business Address Principal Occupation or Employment
<S> <C> <C>
Robert W. Erikson 300 Delaware Avenue Chairman and Director of
Chairman and Director of Suite 1704 CERBERONICS and
CERBERONICS and Wilmington, DE 19801 President and Director
President and Director of of CERBCO
CERBCO 3421 Pennsy Drive
Landover, MD 20785
George Wm. Erikson 300 Delaware Avenue President, General Counsel
President, General Counsel Suite 1704 and Director of
and Director of Wilmington, DE 19801 CERBERONICS and
CERBERONICS and Chairman, General Counsel
Chairman, General Counsel 3421 Pennsy Drive and Director of CERBCO
and Director of CERBCO Landover, MD 20785
Webb C. Hayes, IV Friedman, Billings, Ramsey Group, Inc. Managing Director,
Director of CERBCO 1001 19th Street North Private Client Services
Arlington, VA 22209-1722.
Paul C. Kincheloe, Jr. Kincheloe and Schneiderman Partner in law firm of
Director of CERBCO 4084 University Drive Kincheloe and Schneiderman
Suite 202
Fairfax, VA 22030
Robert F. Hartman 300 Delaware Avenue Executive Vice President,
Executive Vice President, Suite 1704 Secretary, Treasurer and
Secretary, Treasurer and Wilmington, DE 19801 Director of CERBERONICS
Director of CERBERONICS and Vice President, Secretary
and Vice President, Secretary 3421 Pennsy Drive and Treasurer of CERBCO
and Treasurer of CERBCO Landover, MD 20785
Peter J. Winnington Belfint, Lyons & Shuman Partner in accounting firm of
Vice President and Director 200 W. Ninth Street Plaza Belfint, Lyons & Shuman
of CERBERONICS Wilmington, DE 19899
Peter C. Fulweiler PNC Bank, Delaware Vice President of PNC Bank,
Director of CERBERONICS 222 Delaware Avenue, 17th Floor Delaware
Wilmington, DE 19801
</TABLE>
(d) Neither CERBERONICS nor CERBCO has, nor, to the knowledge of
CERBERONICS and CERBCO has any of the persons identified in this Item 2, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither CERBERONICS nor CERBCO has, nor, to the knowledge of
CERBERONICS and CERBCO has any of the persons identified in this Item 2, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each individual named in this Item 2 is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate consideration for the acquisitions of shares of Common
Stock of the Issuer by CERBERONICS and CERBCO to which this Statement relates
was $162,891.14. Those acquisitions are described in more detail in Item 5. The
source of such funds was working capital of CERBERONICS. Item 4. Purpose of
Transaction.
From time to time CERBERONICS and CERBCO review the status of their
investment in the Issuer with a view to determining how best to maximize the
benefits of their investment. The options considered during these periodic
reviews include (i) disposing of some or all of the shares, (ii) acquiring
additional shares, or (iii) offering to acquire all of the shares not already
beneficially owned by CERBERONICS and CERBCO for cash, securities, or a
combination of both. In the period from April through December 1999, CERBERONICS
and CERBCO purchased 104,750 additional shares of Common Stock because
CERBERONICS and CERBCO believed the prices at which the shares were trading to
be attractive. All of the purchases were made in open market transactions,
executed through brokers on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"). Item 5. Interest in Securities of the
Issuer.
(a) CERBERONICS directly owns, and CERBCO (as a result of CERBERONICS
being its wholly-owned subsidiary) may be deemed to beneficially own, the shares
of Common Stock and Class B Common Stock of the Issuer, described below. As
provided in the Issuer's Articles of Incorporation, shares of Common Stock and
shares of Class B Common Stock are identical in their rights, entitlements and
preferences except that (i) each Common Stock share carries one vote whereas
each Class B Common Stock share carries ten votes; and (ii) the Common Stock
shares are entitled to elect as a class 25% of the directors of the Issuer's
Board of Directors and the Class B Common Stock shares are entitled to elect as
a class the remaining number of directors of the Board. After giving effect to
the acquisitions described below in this Item 5, CERBCO and CERBERONICS
beneficially own 1,322,750 shares of Common Stock and 296,141 shares of Class B
Common Stock. In the aggregate, these shares represent the right to cast
4,284,160 (or 60.9%) of the 7,035,226 votes eligible to be cast by the holders
of both classes of common stock.
Shares of Class B Common Stock are convertible at any time
into shares of Common Stock on a one-for-one basis. By reason of this conversion
privilege, CERBCO and CERBERONICS are deemed to beneficially own the shares of
Common Stock into which the Class B Common Stock beneficially owned by CERBCO
and CERBERONICS are convertible. Therefore, for purposes of this Statement,
CERBCO and CERBERONICS are deemed to beneficially own in the aggregate 1,618,891
shares of Common Stock.
George Wm. Erikson, President, General Counsel and Director of
CERBERONICS, and Chairman, General Counsel and Director of CERBCO, is the
beneficial owner of 16,500 shares of the outstanding Common Stock of the Issuer.
In addition to being Directors of CERBCO, Robert W. Erikson, George Wm. Erikson,
Webb C. Hayes, IV, and Paul C. Kincheloe, Jr. are Directors of the Issuer. As
such, each has been granted options to purchase 75,000 shares of the Issuer's
Common Stock pursuant to its 1994 and 1999 Directors' Stock Option Plans.
(b) Each of the beneficial owners set forth in paragraph (a) has sole
voting and dispositive power over their respective shares referred to in
paragraph (a).
(c) During the past nine months, CERBERONICS and CERBCO made the
following open market purchases of the Common Stock of the Issuer:
<TABLE>
<CAPTION>
Date Quantity Share Price Total Cost
---- --------- ----------- ----------
<S> <C> <C> <C>
4/5/99 1,000 1.375 $1,404.95
4/6/99 1,200 1.375 $1,686.00
4/9/99 1,200 1.375 $1,686.00
5/17/99 1,000 1.3125 $1,342.45
5/17/99 500 1.3125 $ 686.20
5/20/99 1,500 1.3437 $2,060.55
6/7/99 2,000 1.25 $2,560.00
8/27/99 750 1.4375 $1,108.08
8/30/99 1,000 1.5 $1,529.95
8/31/99 1,000 1.5 $1,529.95
9/2/99 1,000 1.5 $1,529.95
9/3/99 1,000 1.5 $1,529.95
9/7/99 1,300 1.5 $1,989.00
9/8/99 1,300 1.5 $1,989.00
9/9/99 1,300 1.5 $1,989.00
9/10/99 1,300 1.5 $1,989.00
9/16/99 1,300 1.5625 $2,070.25
9/17/99 1,300 1.625 $2,151.50
9/21/99 1,400 1.6875 $2,404.50
9/27/99 1,100 1.5 $1,683.00
9/28/99 1,100 1.7187 $1,923.57
9/29/99 1,100 1.7187 $1,923.57
9/30/99 1,100 1.7187 $1,923.57
10/1/99 1,100 1.6875 $1,889.25
10/6/99 1,100 1.6875 $1,889.25
10/7/99 1,100 1.5625 $1,751.75
10/7/99 1,100 1.625 $1,820.50
10/14/99 700 1.4375 $1,027.25
10/14/99 500 1.375 $ 702.50
10/15/99 1,200 1.375 $1,686.00
10/18/99 1,100 1.25 $1,408.00
10/19/99 1,100 1.375 $1,545.50
10/21/99 100 1.3125 $ 134.25
10/21/99 1,000 1.375 $1,405.00
10/22/99 1,100 1.25 $1,408.00
10/25/99 1,200 1.1875 $1,461.00
10/26/99 1,200 1.25 $1,536.00
10/27/99 1,200 1.1875 $1,461.00
10/28/99 1,200 1.1875 $1,461.00
10/29/99 1,200 0.9687 $1,197.31
11/8/99 500 1.1562 $ 593.10
11/8/99 1,500 1.1875 $1,826.25
11/8/99 700 1.25 $ 896.00
11/9/99 300 1.625 $ 496.50
11/9/99 2,000 1.5625 $3,185.00
11/9/99 400 1.5625 $ 637.00
11/11/99 700 1.5625 $1,114.75
11/11/99 2,000 1.5 $3,060.00
11/12/99 700 1.625 $1,158.50
11/12/99 1,200 1.625 $1,986.00
11/12/99 500 1.5625 $ 796.25
11/12/99 300 1.5625 $ 477.75
11/15/99 1,000 1.625 $1,655.00
11/15/99 2,000 1.625 $3,310.00
11/15/99 200 1.6875 $ 343.50
11/17/99 500 1.375 $ 702.50
11/17/99 1,500 1.6875 $2,576.25
11/17/99 1,200 1.6875 $2,061.00
11/18/99 500 1.6875 $ 858.75
11/18/99 1,200 1.7187 $2,098.44
11/18/99 1,500 1.75 $2,670.00
11/19/99 500 1.6875 $ 858.75
11/19/99 1,500 1.7187 $2,623.05
11/19/99 1,200 1.75 $2,136.00
11/22/99 1,300 1.625 $2,151.50
11/22/99 2,000 1.625 $3,310.00
11/23/99 2,000 1.6875 $3,435.00
11/23/99 1,300 1.6875 $2,232.75
11/24/99 2,000 1.6875 $3,435.00
11/24/99 700 1.6875 $1,202.25
11/24/99 600 1.75 $1,068.00
11/29/99 600 1.6875 $1,030.50
11/29/99 2,000 1.6875 $3,435.00
11/30/99 2,000 1.625 $3,310.00
11/30/99 600 1.625 $ 993.00
12/1/99 500 1.6875 $ 858.75
12/1/99 1,500 1.75 $2,670.00
12/1/99 600 1.8125 $1,105.50
12/3/99 2,000 1.6875 $3,435.00
12/3/99 600 1.6875 $1,030.50
12/6/99 2,000 1.6875 $3,435.00
12/6/99 100 1.6875 $ 171.75
12/7/99 2,000 1.625 $3,310.00
12/7/99 100 1.8125 $ 184.25
12/9/99 500 1.5 $ 765.00
12/9/99 1,500 1.75 $2,670.00
12/9/99 100 1.75 $ 178.00
12/13/99 1,800 1.375 $2,529.00
12/14/99 1,800 1.3125 $2,416.50
12/15/99 1,800 1.3125 $2,416.50
12/17/99 1,800 1.375 $2,529.00
12/20/99 1,700 1.5625 $ 2,707.25
12/23/99 1,700 1.3125 $ 2,282.25
-------- -----------
104,750 $162,891.14
* Inclusive of brokerage fees/commissions.
</TABLE>
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 14, 2000
CERBERONICS, Inc.
By: /s/ Robert W. Erikson
-------------------------------------
Robert W. Erikson
Chairman
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 14, 2000
CERBCO, Inc.
By: /s/ George Wm. Erikson
-------------------------------------
George Wm. Erikson
Chairman
