<PAGE> 1
As filed with the Securities and Exchange Commission on September 26, 1995.
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________
GUNDLE/SLT ENVIRONMENTAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2731074
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
19103 GUNDLE ROAD
HOUSTON, TEXAS 77073
(713) 443-8564
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
__________________
ROGER J. KLATT
19103 GUNDLE ROAD
HOUSTON, TEXAS 77073
(713) 443-8564
(Name, address and telephone number, including area code, of agent for service)
Copy to:
PORTER & HEDGES, L.L.P.
700 LOUISIANA, SUITE 3500
HOUSTON, TEXAS 77002-2764
(713) 226-0600
ATTN.: SAMUEL N. ALLEN
__________________
Approximate date of commencement of proposed sale to public: As soon
as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [x]
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum Proposed Amount of
Title of Each Class of Amount Offering Maximum Aggregate Registration
Securities to be Registered to be Registered Price Per Unit(1) Offering Price(1) Fee(1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 par value 146,000 shares $7.625 $1,113,250 $384
============================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the registration fee is calculated based upon
the average of the high and low sale prices for the Common Stock
reported on the American Stock Exchange consolidated reporting system
on September 22, 1995.
____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
***************************************************************************
* *
* Information contained herein is subject to completion or amendment. *
* A registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may *
* not be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************
PRELIMINARY PROSPECTUS
Subject to Completion, Dated September 26, 1995.
146,000 SHARES
GUNDLE/SLT ENVIRONMENTAL, INC.
COMMON STOCK
_______________
The shares of common stock offered hereby are shares of common stock,
par value $.01 per share ("Common Stock"), of Gundle/SLT Environmental, Inc.
(the "Company") owned by a stockholder of the Company. See "Selling
Stockholder" and "Description of Common Stock." The Company will not receive
any of the proceeds from the sale of the shares of Common Stock offered hereby.
The Company's Common Stock is traded on the American Stock Exchange
under the symbol "GUN." On September 22, 1995, the reported closing sale price
of the Common Stock on the American Stock Exchange was $7 5/8 per share.
The Common Stock may be offered and sold from time to time by the
Selling Stockholder in one or more "regular way" transactions on the American
Stock Exchange at prices determined at the time of sale.
The Selling Stockholder and brokers executing selling orders on behalf
of the Selling Stockholder may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Act"), in which event
commissions received by such brokers may be deemed to be underwriting
commissions under the Act. For further information concerning the plan of
distribution of the Common Stock, see "Plan of Distribution."
The expenses of this offering, estimated at $17,000, will be paid by
the Company.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is September __, 1995.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The Registration
Statement (with exhibits), as well as such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at its principal offices at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and its regional offices
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies
of such material can be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549. Such materials also can be
inspected at the offices of the American Stock Exchange, 86 Trinity Place, New
York, New York 10006, on which the Common Stock is listed.
The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statement and the exhibits and schedules thereto.
Statements made in this Prospectus regarding the contents of any contract or
document filed as an exhibit to the Registration Statement are not necessarily
complete and, in each instance, reference is hereby made to the copy of such
contract or document so filed. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K/A-1 for the fiscal year ended
March 31, 1995, the Quarterly Report on Form 10-Q for the quarter ended June
30, 1995, the Current Report on Form 8-K filed on August 9, 1995, and all other
reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange
Act since March 31, 1995 are hereby incorporated herein by reference.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and before the termination of the offering covered hereby will be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
in this Prospectus shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained in this Prospectus or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference modifies or replaces such statement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference in this
Prospectus, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates. In addition, a copy of the Company's most recent
annual report to stockholders will be promptly furnished, without charge, upon
written or oral request. All such requests should be directed to Gundle/SLT
Environmental, Inc., 19103 Gundle Road, Houston, Texas 77072, Attention:
Roger J. Klatt, telephone number (713) 443-8564.
-2-
<PAGE> 4
THE COMPANY
Gundle/SLT Environmental, Inc. ("GSE" or the "Company") is the leading
worldwide supplier of lining systems used for containment applications.
The Company manufactures and installs synthetic lining systems and
products principally for the prevention of groundwater contamination from
municipal and industrial sources and for containment of water and industrial
liquids and solids. The Company markets its lining systems primarily to waste
management, industrial and mining companies, municipalities and other
governmental agencies that own or operate waste, material processing, water
treatment or containment facilities, as well as to engineering firms which
serve these industries.
GSE is a Delaware corporation formed in 1986. The Company's principal
executive offices are located at 19103 Gundle Road, Houston, Texas 77073. The
Company's telephone number is (713) 443-8564.
SELLING STOCKHOLDER
The following table sets forth certain information concerning the
Selling Shareholder:
<TABLE>
<CAPTION>
Shares to be
Name and Address Shares Owned Shares to be Sold Owned
---------------- ------------ ----------------- -----
<S> <C> <C> <C>
Thomas L. Caltrider . . . . . . . . . . . . 146,000 146,000 None
9714 Godstone Lane
Spring, Texas 77379
</TABLE>
Of the shares offered hereby, 46,000 were acquired by Mr. Caltrider in
open-market purchases during the period beginning prior to Mr. Caltrider's
association with GSE through August 17, 1995 at prices ranging from $5.63 to
$7.94 per share. The balance has been or is to be acquired upon exercise of
outstanding employee stock options granted to Mr. Caltrider in July 1993 at an
exercise price of $6.50 per share, the market price for the Common Stock on the
date of grant. Mr. Caltrider served as president and chief executive officer
of the Company from July 1993 through July 27, 1995, and continued to serve as
a director until his resignation in October 1995.
PLAN OF DISTRIBUTION
All or part of the shares offered hereby may be sold by the Selling
Stockholder from time to time (i) on the American Stock Exchange at prices
current at the time of sale, either directly or through brokers or to dealers,
to the extent that such prices are obtainable and satisfactory to the Selling
Stockholder or (ii) to the extent the same shall be available, pursuant to Rule
144 under the Securities Act. It is anticipated that any commissions with
respect to such sales will not exceed regular broker commissions. The Selling
Stockholder, and brokers executing selling orders on behalf of the Selling
Stockholder and dealers to whom the Selling Stockholder may sell, may be deemed
"underwriters" within the meaning of the Securities Act. Any profit
represented by the excess of the selling price over the cost of the shares
sold, in the case of dealers, or any commission received in the case of
brokers, may be deemed to be underwriting discounts or commissions under the
Act.
DESCRIPTION OF COMMON STOCK
GENERAL
At July 31, 1995, the Company was authorized to issue 30,000,000
shares of Common Stock, $.01 par value, of which approximately 17,200,000 were
issued and outstanding.
Each share of Common Stock has one vote on all matters presented to
the stockholders. Since the Common Stock does not have cumulative voting
rights, the holders of more than 50% of the shares may, if they choose to do
so,
-3-
<PAGE> 5
elect all of the directors and, in that event, the holders of the remaining
shares will not be able to elect any directors. Subject to the rights and
preferences of any preferred stock which may be designated and issued, the
holders of Common Stock are entitled to dividends when and as declared by the
board of directors and are entitled on liquidation to all assets remaining
after payments of liabilities. The Common Stock has no preemptive or other
subscription rights. There are no conversion rights or sinking fund provisions
with respect to the Common Stock.
DIVIDENDS
Since inception, the Company has reinvested its earnings in its
business, and, accordingly, has not paid any dividends on its Common Stock.
Although the Company intends to continue to invest any future earnings in its
business, it may determine at some future date that the payment of cash
dividends would be desirable. The payment of any such dividends would depend,
among other things, upon the earnings and financial condition of the Company
and upon complying with certain limitations set forth in the Company's debt
agreements.
TRANSFER AGENT AND REGISTRAR
Chemical Mellon Shareholder Services, Inc., Dallas, Texas, is the
transfer agent and registrar for the Company's Common Stock.
INDEMNIFICATION
Pursuant to authority granted by the Delaware General Corporation Law,
the Company's bylaws provide for indemnification of its officers, directors,
agents, or employees against liabilities arising from their conduct as such,
provided the indemnified person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in
the opinion of the Commission, such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
COUNSEL
The validity of the Common Stock offered hereby has been passed upon
for the Company by Porter & Hedges, L.L.P., Houston, Texas. T. William Porter,
a partner with Porter & Hedges, L.L.P., is also a director of the Company.
-4-
<PAGE> 6
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN, OR INCORPORATED BY REFERENCE IN, THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF, OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
SUCH DATE.
____________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Stockholder . . . . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . 3
Description of Common Stock . . . . . . . . . . . . . . . . . . . . 3
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>
================================================================================
================================================================================
146,000 SHARES
GUNDLE/SLT
ENVIRONMENTAL, INC.
COMMON STOCK
_______________
P R O S P E C T U S
_______________
SEPTEMBER 26, 1995
================================================================================
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee . . . . . $ 384
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . 10,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . 5,000
Printing Fees and Expenses . . . . . . . . . . . . . . . . . 1,000
Blue Sky and Related Expenses . . . . . . . . . . . . . . . . 0
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 616
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . 17,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of such action, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim. In any such action,
no indemnification may be paid in respect of any claim, issue or matters as to
which such person shall have been adjudged liable to the corporation, except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable
to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of a quorum of disinterested members of the board of directors, or (2) by
independent legal counsel in a written opinion, if such a quorum does not exist
or if the disinterested directors so direct, or (3) by the stockholders.
The Bylaws of the Company require the Company to indemnify the
Company's directors and officers to the fullest extent permitted under Delaware
law, and to implement such provisions the Company has entered into contractual
indemnity agreements with its directors and executive officers. The Company's
Certificate of Incorporation limits the personal liability of a director to the
corporation or its stockholders to damages for breach of the director's
fiduciary duty.
The Company has purchased insurance on behalf of its directors and
officers against certain liabilities that may be asserted against, or incurred
by, such persons in their capacities as directors or officers of the
registrant, or that may arise out of their status as directors or officers of
the registrant, including liabilities under the federal and state securities
laws.
<PAGE> 8
ITEM 16. EXHIBITS.
The following is a list of all the exhibits filed as part of the
Registration Statement.
EXHIBITS
Exhibit
Number
-------
4A -- Credit Agreement dated as of July 27, 1995,
between the Company, the financial
institutions named therein and NationsBank of
Texas, N.A., as agent (incorporated by
reference to Exhibit 1.6 to Registrant's
Current Report on Form 8-K filed on August 9,
1995).
4.B -- Note Agreements dated as of June 15, 1995,
between Gundle Environmental Systems, Inc.
and certain institutions covering Senior
Notes due June 15, 2000 (incorporated by
reference to Exhibits 1.3., 1.4. and 1.5 to
Registrant's Current Report on Form 8-K filed
on August 9, 1995).
*5 -- Opinion of Porter & Hedges, L.L.P. with
respect to legality of securities.
*24-A -- Consent of Porter & Hedges, L.L.P. (included
in Exhibit 5).
*24-B -- Consent of Arthur Andersen LLP.
*25 -- Powers of Attorney (included on signature
page).
__________________________
* Filed herewith
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
<PAGE> 9
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William P. Reid and Roger J. Klatt, and
each of them, any one of whom may act without joinder of the others, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all pre- and post-effective amendments to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, or the
substitute or substitutes of any or all of them, may lawfully do or cause to be
done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 25, 1995.
GUNDLE/SLT ENVIRONMENTAL, INC.
By: /s/ William P. Reid
-----------------------------------
William P. Reid
President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
this 25th day of September, 1995.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C> <C>
/s/ William P. Reid Director and Principal Executive Officer
- ---------------------------------------------------
William P. Reid
/s/ Roger J. Klatt Principal Financial and Accounting Officer
- ---------------------------------------------------
Roger J. Klatt
/s/ Samir T. Badawi Director
- ---------------------------------------------------
Samir T. Badawi
/s/ Thomas L. Caltrider Director
- ---------------------------------------------------
Thomas L. Caltrider
</TABLE>
<PAGE> 11
<TABLE>
<S> <C> <C>
Director
- ---------------------------------------------------
Ahmed Y. Khalawi
/s/ T. William Porter Director
- ---------------------------------------------------
T. William Porter
/s/ Hugh L. Rice Director
- ---------------------------------------------------
Hugh L. Rice
/s/ Brian D. Young Director
- ---------------------------------------------------
Brian D. Young
</TABLE>
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Page
----------- ------------
<S> <C> <C>
4-A Credit Agreement dated as of July 27, 1995,
between the Company, the financial institutions
named therein and NationsBank of Texas, N.A., as
agent (incorporated by reference to Exhibit 1.6 to
Registrant's Current Report on Form 8-K filed on
August 9, 1995).
4-B Note Agreements dated as of June 15, 1995, between
Gundle Environmental Systems, Inc. and certain
institutions covering the Senior Notes due June
15, 2000 (incorporated by reference to Exhibits 1.3,
1.4 and 1.5 to Registrant's Current Report on Form
8-K filed August 9, 1995).
*5 Opinion of Porter & Hedges, L.L.P. with
respect to legality of securities.
*24-A Consent of Porter & Hedges, L.L.P. (included in Exhibit 5).
*24-B Consent of Arthur Andersen LLP.
*25 Powers of Attorney (included on signature page).
</TABLE>
__________________________
* Filed herewith
<PAGE> 1
EXHIBIT 5
September 25, 1995
Gundle/SLT Environmental, Inc.
19103 Gundle Road
Houston, Texas 77073
RE: GUNDLE/SLT ENVIRONMENTAL, INC. REGISTRATION STATEMENT ON FORM
S-3; SHELF RESALE PROSPECTUS FOR FORMER EXECUTIVE
Gentlemen:
At your request, we have examined the Articles of Incorporation of
Gundle/SLT Environmental, Inc., a Delaware corporation (the "Company"), the
bylaws and all corporate proceedings of the Company in connection with the
proposed sale to the public by a former executive officer of the Company of up
to 146,000 shares of Common Stock, par value $.01 per share (the "Shares") and
have reviewed such other matters as we deem relevant in the premises, and based
upon such review and examination, we are of the opinion that the Shares are, or
when issued in accordance with the terms of outstanding options will be, duly
authorized, validly issued and nonassessable outstanding shares of Common Stock
of the Company.
We hereby consent to the reference to our firm under the caption
"Counsel" in the prospectus included in the Registration Statement on Form S-3
being filed by the Company with the Securities and Exchange Commission in
connection with the offering of the Shares.
Very truly yours,
PORTER & HEDGES, L.L.P.
<PAGE> 1
EXHIBIT 24-B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 3, 1995,
included in Gundle Environmental Systems, Inc.'s Form 10-K/A-1 for the year
ended March 31, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
September 26, 1995
