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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):
November 20, 1998 (November 19, 1998)
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ITEQ, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-10668 41-1667001
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(Commission File Number) (IRS Employer Identification No.)
2727 Allen Parkway, Suite 760, Houston, Texas 77019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 285-2700
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
AMENDMENT OF SHAREHOLDER RIGHTS PLAN
GENERAL
On November 19, 1998, ITEQ, Inc., a Delaware corporation (the
"Company"), amended the Rights Agreement (the "Rights Agreement"), dated as of
September 4, 1998, between the Company and Harris Trust and Savings Bank, as
Rights Agent. The amendment altered the definition of "Acquiring Person" by
decreasing the threshold percentage for determining whether a person or group of
affiliated or associated persons has become an Acquiring Person under the Rights
Agreement from 25% to 15%.
THE RIGHTS AGREEMENT
A copy of the amendment is being filed with the Securities and Exchange
Commission as an exhibit to this Current Report on Form 8-K. This summary
description of the amendment does not purport to be a complete description of
the effect thereof and is qualified in its entirety by reference to the
amendment and the Rights Agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. EXHIBIT
4.1 First Amendment to Rights Agreement, dated November
19, 1998, between ITEQ, Inc. and Harris Trust and
Savings Bank.
4.2 Rights Agreement dated as of September 4, 1998
between ITEQ, Inc. and Harris Trust Savings Bank, as
Rights Agent, which includes as Exhibit C thereto
the Form of Right Certificate (Incorporated herein
by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated September 9, 1998).
SIGNATURE
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: November 19, 1998
ITEQ, INC.
By: /s/ Lawrance W. McAfee
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Lawrance W. McAfee
Executive Vice President, Chief Financial
Officer and Secretary
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBITS
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<S> <C>
4.1 First Amendment to Rights Agreement, dated November
19, 1998, between ITEQ, Inc. and Harris Trust and
Savings Bank.
4.2 Rights Agreement dated as of September 4, 1998
between ITEQ, Inc. and Harris Trust Savings Bank, as
Rights Agent, which includes as Exhibit C thereto
the Form of Right Certificate (Incorporated herein
by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated September 9, 1998).
</TABLE>
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EXHIBIT 4.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (this "Amendment") is executed
to be effective as of November 19, 1998, between ITEQ, Inc., a Delaware
corporation (the "Company") and Harris Trust and Savings Bank, an Illinois
banking corporation (the "Rights Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement dated as of September 4, 1998 (the "Agreement"), and the parties
desire to amend the Agreement in the manner authorized in Section 27 thereof.
NOW THEREFORE, in consideration of the premises, and other valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
Company and the Rights Agent hereby agree as follows:
1. DEFINITIONS. All terms used in this Amendment which are not
defined in this Amendment have the meaning given those terms in the Agreement.
2. AMENDMENT TO THE AGREEMENT. Section 1(a) of the Agreement is
hereby amended by deleting the reference to "25%" in the second line thereof and
inserting "15%" in its place.
3. RATIFICATION. Except as amended hereby, the Agreement shall
remain in full force and effect, and the Company and the Rights Agent do hereby
ratify, confirm and adopt the Rights Agreement as amended hereby.
4. HEADINGS. The headings of Sections in this Amendment have been
included for convenience only and should not be construed in interpreting this
Amendment.
5. SEVERABILITY. If any part of this Amendment is for any reason
found to be unenforceable, all other portions nevertheless remain enforceable.
6. SUCCESSORS. This Amendment binds and inures to the benefit of the
parties and their respective successors and assigns.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original and all of which counterparts taken together shall constitute the same
instrument.
8. GOVERNING LAW. This Amendment must be construed--and its
performance enforced--under Delaware law.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.
Attest: ITEQ, INC.
By: /s/ Lawrance W. McAfee By: /s/ Mark E. Johnson
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Lawrance W. McAfee Mark E. Johnson
Executive Vice President, President, Chairman of the Board
Chief Financial Officer and and Chief Executive Officer
Secretary
Attest: HARRIS TRUST AND SAVINGS BANK
By: /s/ Ray G. Rosenbaum By: /s/ Lorraine Rodewald
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Ray G. Rosenbaum Lorraine Rodewald
Vice President Assistant Vice President
