SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 9, 1995
(Date of earliest event reported)
CERBCO, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-16749
(Commission File Number)
54-1448835
(IRS Employer Identification No.)
3421 Pennsy Drive, Landover, Maryland 20785
(Address of principal executive offices)
Registrant's telephone number, including area code: (301) 773-1784 (tel);
(301) 322-3041 (fax)
None
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
See press releases of the registrant dated August 11, 1995 and August
30, 1995 attached hereto.
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 hereunto duly authorized.
Date: September 5, 1995
CERBCO, Inc.
- ------------------------
(Registrant)
By: Robert W. Erikson
President
<PAGE> PRESS RELEASE
For Immediate Release
COURT RULES JUDGMENT IN FAVOR OF DEFENDANTS CERBCO, INC.
AND ITS TWO CONTROLLING STOCKHOLDERS IN FIVE-YEAR
DERIVATIVE LITIGATION
LANDOVER, MD, August 11, 1995 - CERBCO, Inc. [NASDAQ: CERB] announced that
the Delaware Court of Chancery concluded after trial in Thorpe v. CERBCO, a
stockholder derivative action, that the course of conduct of CERBCO's principal
officers, George and Robert Erikson, in attempting to sell their control stock
of CERBCO in 1990 was "wholly fair to the corporation." Chancellor William T.
Allen stated that judgment would be entered in favor of CERBCO and the Eriksons.
In March 1990, the Eriksons entered into a letter of intent with Insituform
Technologies, Inc. ("ITI") to sell their controlling interest in the Company to
ITI for $6,000,000. The proposed transaction, if consummated, would have made
ITI the controlling stockholder of the Company, and, indirectly, of each of the
Company's three direct subsidiaries at the time, Insituform East, Capitol Copy,
and CERBERONICS. In September 1990, the Eriksons informed the Company that the
letter of intent had expired without consummation of any transaction, that
negotiations had ceased, and that the Eriksons had no further intention at the
time of pursuing the proposed sale.
In August 1990, a complaint against the Company and the Eriksons was filed
in the Delaware Court of Chancery by two stockholders. All but one of
plaintiffs' claims subsequently were dismissed by the Court before trial. A
five-day trial was held beginning on February 21, 1995. The Court issued its
written decision on August 9, 1995.
In its 25-page opinion, the Court held that the Eriksons had "the burden
to show that their course of conduct was wholly fair to the corporation," then
stated, "I conclude that they have satisfied that burden."
In reaching its decision, the Court noted, "First, . . . [the] defendants
never did close any sale of their controlling stock of CERBCO and thus have yet
realized no control premium with respect to their stock. Nor has CERBCO sold
its controlling interest in East. Thus, to that extent, with respect to
ownership or control of East, things remain unchanged from the date of the
first approach of [ITI] to today."
"Second, the evidence demonstrates to my satisfaction that the sale by
CERBCO of control of East, in any transaction that would have been minimally
acceptable to [ITI], would have required approval of the CERBCO shareholders
under Section 271 of the Delaware General Corporation Law. Thus, the Eriksons,
in their capacity as [controlling] shareholders, lawfully had the statutory
power to reject such a transaction. If [theoretically] they had exercised
that power selfishly, they would not, in my opinion, have violated any duty
owed to the CERBCO's other shareholders, so long as they did not otherwise
use control over corporate processes to affect the outcome. Absent an abuse
of corporate power, the law cannot rationally recognize a right in
controlling shareholders to sell their stock to a third party at a premium
and also direct them to exercise their statutory right to vote in a way that
would negate that right."
<PAGE>
COURT RULES JUDGMENT IN FAVOR OF DEFENDANTS CERBCO, INC.
Page Two
The Court concluded ". . . that a sale by CERBCO of control of East that
would have satisfied [ITI's] desires and expectations would have required an
affirmative vote of CERBCO's stockholders . . . As the Eriksons would have
voted [their] majority of the CERBCO stock against the sale . . . the sale
could not have been completed. CERBCO accordingly could not have suffered any
damages from never having the opportunity to negotiate with [ITI]."
George Wm. Erikson, CERBCO's Chairman, said CERBCO was pleased with the
Court's decision, noting that the Company's recent strong performance has
occurred despite the harm done by the distraction and expense of the
litigation. He also said, "I am very pleased personally that the Delaware
Chancellor's decision confirmed, what we maintained from the very start of
this litigation, that CERBCO and its shareholders had not been damaged by
the proposed sale."
Robert W. Erikson, President of the Company, said that, "I am gratified
that the Court's decision confirmed that our course of conduct was wholly fair
to the corporation and reconfirmed that controlling stockholders have a right to
sell their stock. I remain upset at the enormous cost to all CERBCO
stockholders caused by plaintiffs' five-year pursuit of an action challenging
a lawful transaction that never happened."
The Company noted that appeal of the Court's decision remains available to
plaintiffs. Accordingly, costs of the lengthy litigation to the Company may not
be fully concluded. From inception of the matter through this decision by the
Court, legal fees and expenses to the Company have totaled approximately $2
million.
CERBCO, Inc. [NASDAQ: CERB] is a parent holding company with controlling
interests in Insituform East, Inc. [NASDAQ: INEI] (excavationless sewer and
pipeline rehabilitation); and Capitol Copy Products, Inc. (copier and fax
equipment sales, service and supplies).
Contact: Robert W. Erikson George Wm. Erikson
President Chairman
(301) 773-1784 (301) 773-1784
<PAGE>
PRESS RELEASE
For Immediate Release
COURT CONCLUDES NO BENEF IT TO CERBCO AND
DENIES PLAINTIFFS' $1.5 MILLION PETITION FOR ATTORNEY'S FEES
AND EXPENSES IN FIVE-YEAR DERIVATIVE LAWSUIT
LANDOVER, MD, August 30, 1995 - CERBCO, Inc. [NASDAQ: CERB] announced that
the Delaware Court of Chancery has further ruled against the derivative
plaintiffs in Thorpe v. CERBCO, following its August 9, 1995 opinion stating
judgment would be entered in favor of defendants on all claims. In a Final
Order and Judgment entered August 25, 1995, the Court denied plaintiffs'
August 23rd petition requesting the court to require defendant CERBCO, Inc.
to pay plaintiffs' counsel fees and expenses of $1,513,498.97.
In a 7-page opinion accompanying the Final Order and Judgment, Chancellor
William T. Allen noted that CERBCO, Inc. objected to the fee petition because
"the extensive, expensive litigation that plaintiffs pursued terminated in a
decision in which no relief of any kind was awarded" and CERBCO "received no
benefit of any kind as a result of the litigation and thus should in no event be
required to underwrite the costs of plaintiffs' unproductive venture." The
Chancellor stated " . . . I conclude that this litigation conferred no
substantial benefit on CERBCO and thus it is not appropriate that the court
require others to share the substantial costs that plaintiffs and their counsel
have incurred in this litigation." The Court also found that, "The work for
which plaintiffs seek compensation now was work necessary to adjudicate their
damage claim, which unhappily for them was lost."
George Wm. Erikson, CERBCO's Chairman, stated, "I am pleased by
the Court's decision to deny plaintiffs' counsel's attempt to inflict the
cost of their fees and expenses on CERBCO. Plaintiffs' counsel chose to
bring and continue this litigation over the repeated objections of CERBCO and
its counsel and, as a consequence, subjected the Company to substantial
disruption and expense. The Court's dismissal of plaintiffs' counsel's
petition for fees and expenses is appropriate."
Robert W. Erikson, President of the Company, said that, "I am dumbfounded
that the plaintiffs in a "derivative" lawsuit who said they were seeking . . .
'relief for CERBCO, not from CERBCO' . . ., would turn around after a total loss
on the merits and assert a claim against the Company for over $1.5 million for
legal services. I am gratified the court awarded nothing in contingent legal
fees to the lawyers who brought this meritless suit."
The Company has been advised that plaintiffs have appealed the Final Order
and Judgment, the August 25 Opinion and two earlier opinions of the Court which
dismissed claims by plaintiffs. Accordingly, costs of the lengthy litigation to
the Company are not concluded. From inception of the matter through final
judgment by the Court of Chancery, legal fees and expenses paid by the Company
in defending against the lawsuit have totaled approximately $2 million.
CERBCO, Inc. [NASDAQ: CERB] is a parent holding company with controlling
interests in Insituform East, Inc. [NASDAQ: INEI] (excavationless sewer and
pipeline rehabilitation); and Capitol Copy Products, Inc. (copier and fax
equipment sales, service and supplies).
Contact: Robert W. Erikson George Wm. Erikson
President Chairman
(301) 773-1784 (301) 773-1784
