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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):
JANUARY 20, 1998 (JANUARY 19, 1998)
ITEQ, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-27986 41-1667001
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
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2727 ALLEN PARKWAY, SUITE 760
HOUSTON, TEXAS 77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
713/285-2700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On December 16, 1997, ITEQ, Inc. (the "Company"), ITEQ Sub Corp., a
Delaware corporation and wholly-owned subsidiary of the Company ("SubCorp"),
and Matrix Service Company ("Matrix) executed a Plan and Agreement of Merger
(the "Merger Agreement"), pursuant to which Matrix was to be merged with and
into Sub Corp. On January 19, 1998, the Company and Matrix mutually agreed to
terminate the Merger Agreement and issued a joint press release announcing the
termination. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. EXHIBIT
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99.1 Press Release of ITEQ, Inc. and Matrix Service
Company dated January 19, 1998.
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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99.1 Press Release of ITEQ, Inc. and Matrix Service
Company dated January 19, 1998.
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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.
Date: January 20, 1998
ITEQ, INC.
BY: /S/ LAWRANCE W. MCAFEE
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Lawrance W. Mcafee
Executive Vice President And
Secretary
3
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EXHIBIT 99.1
NEWS RELEASE
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ITEQ Contacts: Matrix Service Contacts:
Mark Johnson - Chairman and Doyl West - President and
Chief Executive Officer Chief Executive Officer
Larry McAfee - Executive Vice President and Bill Lee - Vice President - Finance and
Chief Financial Officer Chief Financial Officer
(713) 285-2700 (918) 838-8822
ITEQ Investor Relations:
The Poretz Group
(703) 506-1778
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ITEQ AND MATRIX TERMINATE PURCHASE AGREEMENT
HOUSTON, TEXAS January 19, 1998--ITEQ, Inc. (NASDAQ: ITEQ) and Matrix Service
Company (NASDAQ: MTRX) announced today that the companies have mutually agreed
to terminate the purchase agreement entered into on December 16, 1997 due to
unanticipated difficulties in connection with the expected integration of
personnel from divergent corporate cultures. The Board of Directors of both
companies had approved an agreement whereby ITEQ was to have acquired Matrix
subject to certain conditions including shareholder and regulatory approval.
Matrix Service Company provides specialized on-site maintenance and
construction services for petroleum refining and storage facilities and water
storage tanks and systems for the municipal and private industry sector. The
company is headquartered in Tulsa, Oklahoma with regional operating facilities
located in Oklahoma, Texas, California, Michigan, Pennsylvania, Washington,
Georgia, Delaware in the U.S. and Canada.
ITEQ, Inc. is a rapidly growing provider of manufactured equipment, engineered
systems and services used in the processing, treatment, storage and movement of
gases and liquids. The company operates worldwide providing products and
services to a broad base of industrial customers.
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