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. 6)
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
CERBERONICS, Inc.
300 Delaware Avenue, Suite 1704
Wilmington, DE 19801
(302) 427-7876
George Wm. 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
July 14, 2000
(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 9 Pages)
<PAGE>
CUSIP No. 457662-10-4 13D
1. NAME OF REPORTING PERSONS CERBERONICS, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER 1,710,991
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER 1,710,991
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,710,991
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.3%
14. TYPE OF REPORTING PERSON CO
<PAGE>
CUSIP No. 457662-10-4 13D
1. NAME OF REPORTING PERSONS CERBCO, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER 1,710,991
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER 1,710,991
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,710,991
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.3%
14. TYPE OF REPORTING PERSON HC
<PAGE>
SCHEDULE 13D
This Amendment No. 6, 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, March 23, 1999, October 29, 1999 and further amended on
February 2, 2000 (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
-------------- ----------------------------- ----------------------------------
Robert W. Erikson
<S> <C> <C>
Chairman and Director of CERBERONICS 300 Delaware Avenue, Suite 1704 Chairman and Director of CERBERONICS
and Wilmington, DE 19801 and President and Director of
CERBCO
President and Director of CERBCO 3421 Pennsy Drive
Landover, MD 20785-1608
George Wm. Erikson
President, General Counsel and 300 Delaware Avenue, Suite 1704 President, General Counsel and
Director of CERBERONICS and Wilmington, DE 19801 Director of CERBERONICS and
Chairman, General Counsel and
Chairman, General Counsel and 3421 Pennsy Drive Director of CERBCO
Director of CERBCO Landover, MD 20785-1608
Webb C. Hayes, IV Friedman, Billings, Ramsey Group, Inc. Managing Director, Private Client
Director of CERBCO 1001 19th Street North Services
Arlington, VA 22209-1722
Paul C. Kincheloe, Jr. Kincheloe and Schneiderman Partner in law firm of Kincheloe and
Director of CERBCO 4084 University Drive, Suite 202 Schneiderman
Fairfax, VA 22030
Robert F. Hartman Executive Vice President, Secretary,
Executive Vice President, Secretary, 300 Delaware Avenue, Suite 1704 Treasurer and Director of
Treasurer and Director of Wilmington, DE 19801 CERBERONICS and Vice President,
CERBERONICS and Secretary and Treasurer of CERBCO
Vice President, Secretary and 3421 Pennsy Drive
Treasurer of CERBCO Landover, MD 20785-1608
Peter J. Winnington Belfint, Lyons & Shuman Partner in accounting firm of
Vice President and Director of 200 W. Ninth Street Plaza Belfint, Lyons & Shuman
CERBERONICS Wilmington, DE 19899
Peter C. Fulweiler PNC Bank, Delaware Vice President of PNC Bank, Delaware
Director of CERBERONICS 222 Delaware Avenue, 17th Floor
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 its 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 $77,945.15. 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 February through July 2000, CERBERONICS
and CERBCO purchased 48,400 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 authorized number of members
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 members of the Board. After
giving effect to the acquisitions described below in this Item 5, CERBCO and
CERBERONICS beneficially own 1,414,850 shares of Common Stock and 296,141 shares
of Class B Common Stock. In the aggregate, these shares represent the right to
cast 4,376,260 (or 62.2%) 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 1,710,991
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) Since February 2, 2000, CERBERONICS and CERBCO have 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> <C>
2/8/00 1,600 1 7/16 $ 2,348.00
2/9/00 1,600 1 1/2 $ 2,448.00
2/10/00 1,600 1 1/2 $ 2,448.00
2/11/00 1,600 1 1/2 $ 2,448.00
2/16/00 1,700 1 1/2 $ 2,601.00
2/17/00 1,700 1 9/16 $ 2,707.25
2/18/00 1,700 1 5/8 $ 2,813.50
2/22/00 1,400 1 3/4 $ 2,492.00
2/23/00 1,400 1 3/4 $ 2,492.00
2/24/00 1,400 1 3/4 $ 2,492.00
2/28/00 1,600 1 7/8 $ 3,048.00
2/29/00 1,600 2 $ 3,248.00
3/1/00 1,600 1 7/8 $ 3,048.00
3/2/00 1,600 1 3/4 $ 2,848.00
3/3/00 1,600 1 5/8 $ 2,648.00
3/6/00 1,900 1 1/2 $ 2,907.00
3/7/00 500 1 3/4 $ 885.00
3/7/00 900 1 5/8 $ 1,480.50
3/7/00 500 1 7/8 $ 947.50
5/11/00 1,000 1 1/2 $ 1,529.95
5/16/00 1,000 1 1/2 $ 1,529.95
5/17/00 1,000 1 1/2 $ 1,529.95
5/18/00 1,000 1 1/2 $ 1,529.95
5/19/00 1,000 1 1/2 $ 1,529.95
5/22/00 1,100 1 1/2 $ 1,683.00
5/24/00 1,100 1 1/2 $ 1,683.00
5/25/00 1,100 1 1/2 $ 1,683.00
5/26/00 1,100 1 1/2 $ 1,683.00
5/31/00 600 1 3/8 $ 843.00
5/31/00 700 1 7/16 $ 1,027.25
6/1/00 1,300 1 7/16 $ 1,907.75
6/2/00 200 1 3/8 $ 281.00
6/2/00 1,100 1 1/2 $ 1,683.00
6/5/00 100 1 7/16 $ 146.75
6/5/00 1,300 1 1/2 $ 1,989.00
6/6/00 1,400 1 1/2 $ 2,142.00
6/7/00 300 1 7/16 $ 440.25
6/7/00 1,100 1 1/2 $ 1,683.00
6/8/00 1,400 1 1/2 $ 2,142.00
7/12/00 1,000 1 3/8 $ 1,404.95
7/14/00 100 1 7/16 $ 146.75
7/14/00 900 1 1/2 $ 1,376.95
----------------- -----------------
48,400 $77,945.15
</TABLE>
* Inclusive of brokerage fees and commissions.
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.
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: August 3, 2000
CERBERONICS, Inc.
By: /s/ Robert W. Erikson
----------------------------------------------------
Robert W. Erikson
Chairman
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: August 3, 2000
CERBCO, Inc.
By: /s/ George Wm. Erikson
-----------------------------------------------------
George Wm. Erikson
Chairman
