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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF
1934 (AMENDMENT NO. 3)*
ITEQ, INC.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
450430103
(CUSIP Number)
Richard L. Wynne
Porter & Hedges, L.L.P.
700 Louisiana, Suite 3500
Houston, Texas 77002-2764
(713) 226-0600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 27, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 450430103 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark E. Johnson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,368,062
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
-0-
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,368,062
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,062
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
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SCHEDULE 13D
CUSIP NO. 009101106 PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pierre S. Melcher
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,619,034
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,619,034
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,619,034
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
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ITEM 1. SECURITY AND ISSUER.
This statement is filed with respect to shares of common stock, par
value $.001 per share (the "Common Stock"), of ITEQ, Inc., formerly known as
Air-Cure Technologies, Inc. (the "Issuer"). The address of the Issuer's
principal executive offices is 2727 Allen Parkway, Suite 760, Houston, Texas
77019.
ITEM 2. IDENTITY AND BACKGROUND.
The members of the Group (the "Group"), on whose behalf this statement
is filed, consist of the following persons:
1. Mark E. Johnson is an individual whose business address is 2727
Allen Parkway, Suite 760, Houston, Texas 77019. Mr. Johnson is a
director and chairman of the board, president and chief executive
officer of the Issuer. Mr. Johnson has not, during the past five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or 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 which respect to such laws. Mr. Johnson is a
U.S. citizen.
2. Pierre S. Melcher is an individual whose business address is
2727 Allen Parkway, Suite 760, Houston, Texas 77019. Mr. Melcher is a
director and senior vice president and treasurer of the Issuer. Mr.
Melcher has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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
which respect to such laws. Mr. Melcher is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF THE TRANSACTION.
The transaction that gave rise to this filing was the sale (the
"Sale") by Mark E. Johnson and Pierre S. Melcher of 300,000 shares and 400,000
shares of Common Stock respectively, which shares represent more than 1% of the
issued and outstanding Common Stock. The Sale occurred on May 27, 1997,
pursuant to closing of a firm commitment underwritten public offering of Common
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Page 5 of 8
Stock on behalf of the Company and certain selling stockholders (including
Messrs. Johnson and Melcher) under Registration Statement on Form S-2 No.
333-23245, declared effective by the Securities and Exchange Commission on May
20, 1997.
In addition, as a result of the Sale, Messrs. Johnson and Melcher are
no longer entitled to nominate two persons to the Issuer's board of directors.
These nomination rights formed the basis of the group filing by Messrs.
Johnson and Melcher of their initial Schedule 13D and amendments thereto.
Accordingly, simultaneously with the Sale, Messrs. Johnson and Melcher have
determined that a group filing of Schedule 13D is no longer appropriate. Each
of Messrs. Johnson and Melcher has subsequently filed an individual Schedule
13D.
See Item 6 below for a more complete description of these director
nomination rights and certain other agreements entered into by and among,
variously, the Issuer, Mr. Johnson and Mr. Melcher, that provide for among
other things, registration rights regarding resales of the Common Stock.
Neither Mr. Johnson nor Mr. Melcher has any present intention to
acquire or dispose of additional shares of Common Stock, although such
intention is subject to change at any time.
Although, neither Mr. Johnson nor Mr. Melcher has any specific plans
or proposals regarding the Issuer in their respective capacity as a
shareholder, each of them will continue to evaluate all alternatives with
regard to their respective shares of Common Stock. Except as set forth above,
neither Mr. Johnson nor Mr. Melcher has any present plans or proposals of the
type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, although
each of them reserves the right to do so in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table sets forth the aggregate number and percentage of
Common Stock beneficially owned by each of Messrs. Mark E. Johnson
and Pierre S. Melcher.
<TABLE>
<CAPTION>
NUMBER OF COMMON
NAME* SHARES BENEFICIALLY OWNED PERCENT OF CLASS
- ----- ------------------------- ----------------
<S> <C> <C>
Mark E. Johnson 1,368,062 8.4%
Pierre S. Melcher 1,619,034 10.0%
</TABLE>
* Each of Mr. Johnson and Mr. Melcher disclaim beneficial ownership of
the shares of Common Stock owned by the other such persons.
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Page 6 of 8
(b) Each person listed above in response to Item 5(a) has the sole power
to vote and to direct the vote and the sole power to dispose of and
direct the disposition of those shares.
(c) On December 20, 1996, Mr. Johnson purchased, through an individual
retirement account, 1000 shares of Common Stock at $4.4375 per share
in an open market transaction. On December 5 and December 6, 1996,
Mr. Melcher disposed of 7000 shares of Common Stock at $4.60 per share
and 2,500 shares of Common Stock at $4.50 per share, respectively, in
open market transactions.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Messrs. Johnson and Melcher initially acquired their shares of Common
Stock in exchange for an aggregate of 88,750 shares of common stock of Allied
Industries, Inc. ("Allied"), pursuant to the terms of the Agreement and Plan of
Merger dated October 13, 1995 (the "Merger Agreement"), among the Issuer, its
wholly-owned subsidiary, Air-Cure Acquisition Corporation, Allied and Messrs.
Johnson and Melcher, as owners of all of the capital stock of Allied. The
Merger Agreement provides that so long as the aggregate percentage of the
Common Stock issued to Messrs. Johnson and Melcher pursuant to the Merger
Agreement and which they continue to hold equals or exceeds 20% of the issued
and outstanding shares of Common Stock, Mr. Johnson and Mr. Melcher have the
right to nominate to the Issuer's board of directors two persons, not more than
one of whom may be an employee of the Issuer. The persons nominated by Mr.
Johnson and Mr. Melcher shall be voted upon at each annual meeting of the
shareholders of the Issuer. As a result of the Sale, these nomination rights no
longer exist. Accordingly, Messrs. Johnson and Melcher have determined that a
group filing of the Schedule 13D is no longer appropriate. Each of Messrs.
Johnson and Melcher has subsequently filed an individual Schedule 13D.
Each of Mr. Johnson and Mr. Melcher executed a Stock Distribution
Agreement (with the Issuer) dated December 28, 1995 ("Stock Distribution
Agreement"). Each Stock Distribution Agreement provides, among other things,
that (a) the Issuer will use its best commercial efforts to keep the
registration statement described in the Merger Agreement (the "Registration
Statement") covering the resale of shares registered on the respective
shareholder's behalf current and effective for three years after the closing of
the Merger Agreement (which period expires December 1998), (b) if such
shareholder intends to sell any of such shares under the Registration
Statement, the shareholder will give written notice to the Issuer at least two
business days prior to making any offers or sales of such shares, and (c) each
such shareholder agrees that he will offer and sell shares under the
Registration Statement only in compliance with applicable securities laws.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A* Agreement and Plan of Merger dated as of October 13, 1995,
among the Issuer, Air-Cure Acquisition Corporation, Allied
Industries, Inc., Mark E. Johnson and Pierre S. Melcher.
Exhibit B* Stock Distribution Agreement between the Issuer and Mark E.
Johnson dated December 28, 1995.
Exhibit C* Stock Distribution Agreement between the Issuer and Pierre S.
Melcher dated December 28, 1995.
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* Previously filed.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURES
After reasonable inquiry and to the best of the respective
undersigned's knowledge and belief, each of the undersigned, certify that the
information set forth in this statement which relates to such undersigned is
true, complete and correct.
Date: June 18, 1997
/s/ Mark E. Johnson
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Mark E. Johnson
/s/ Pierre S. Melcher
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Pierre S. Melcher
