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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 18, 1995
INSITUFORM MID-AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-15280 43-1319439
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
17988 EDISON AVENUE
CHESTERFIELD, MISSOURI 63005-3700
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 532-6137
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 18, 1995, Insituform Mid-America, Inc., a
Delaware corporation (the "Company"), acquired Enviroq Corporation,
a Delaware corporation ("Enviroq"), pursuant to the terms and
conditions of a Merger Agreement, dated as of November 2, 1994 (the
"Agreement"), by and among the Company, Enviroq, IMA Merger Sub,
Inc. and New Enviroq Corporation ("New Enviroq"). Pursuant to the
Agreement, IMA Merger Sub, Inc., a wholly-owned subsidiary of the
Company, was merged (the "Merger") with and into Enviroq and
Enviroq changed its name to IMA Merger Sub, Inc. In connection
with the transaction, immediately prior to the Merger Enviroq
effected a spin-off to its stockholders of all of the shares of New
Enviroq, which owns (i) all of the shares of Snyox Corporation,
Enviroq's wholly-owned subsidiary prior to the Merger, (ii) all of
the shares of SPRAYROQ, Inc. owned by Enviroq, (iii) approximately
11 acres of unimproved real property located in Jacksonville,
Florida, and (iv) $500,000 in cash.
The consideration payable by the Company pursuant to the
Merger consisted of an aggregate of $15,250,000 in cash (the
"Merger Consideration"). Upon the consummation of the Merger, each
issued and outstanding share of Enviroq common stock and each
unexercised option to acquire Enviroq common stock whose exercise
price was less than the per share amount of the Merger
Consideration was converted into the right to receive its
proportional share of the Merger Consideration. In connection with
the consummation of the Merger, the Company entered into a
consulting agreement with New Enviroq pursuant to which the Company
will pay New Enviroq $200,000 per year for five years for
consulting services. Additionally, the Company issued to New Enviroq
a $3,000,000 subordinated promissory note as payment for the
agreement of New Enviroq and certain principal stockholders of
Enviroq not to compete with the Company. The consideration payable
to the stockholders of Enviroq upon consummation of the Merger was
determined through arms'-length negotiations between the parties to
the Agreement.
Funds utilized for the acquisition were borrowed by the
Company under a term loan among the Company, The Boatmen's National
Bank of St. Louis and Mark Twain Bank. It is presently anticipated
that the primary business of Enviroq and subsidiaries acquired by
the Company -- the reconstruction, rehabilitation and repair of
pipelines,sewers and conduits -- will continue to be conducted as
wholly-owned subsidiaries of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
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Pursuant to Item 7(a)(4) of Form 8-K, Registrant will file the
required financial statements of Enviroq Corporation and pro forma
financial information as soon as is practicable, but not later than
60 days after the date on which this report is required to be
filed.
(b) Pro forma financial information. See Item 7(a)
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above.
(c) Exhibits. See Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: April 27, 1995
INSITUFORM MID-AMERICA, INC.
By
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Joseph F. Olson, Vice President - Finance
and Administration
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EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
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2 Merger Agreement, dated as of November 2, 1994, by and among N/A
Insituform Mid-America, Inc., IMA Merger Sub, Inc., Enviroq
Corporation and New Enviroq Corporation, filed as Exhibit
Number 10.6 to Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1994, is hereby
incorporated herein by reference.
