-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DErrU5s7ZJJQJNP1+nV1x6Gx96YHwwpCjC4KGZntZr4jTjCOoqOarZzWY+oGChDr 3ZNcTNaJvMaEe/oYcUfLOg== 0000950114-95-000215.txt : 19951211 0000950114-95-000215.hdr.sgml : 19951211 ACCESSION NUMBER: 0000950114-95-000215 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951208 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSITUFORM TECHNOLOGIES INC CENTRAL INDEX KEY: 0000353020 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 133032158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35120 FILM NUMBER: 95600298 BUSINESS ADDRESS: STREET 1: 1770 KIRBY PKWY STE 300 CITY: MEMPHIS STATE: TN ZIP: 38118 BUSINESS PHONE: 9017597473 MAIL ADDRESS: STREET 1: 1770 KIRBY PKWY SUITE 300 CITY: MEMPHIS STATE: TN ZIP: 38138 FORMER COMPANY: FORMER CONFORMED NAME: INSITUFORM OF NORTH AMERICA INC/TN/ DATE OF NAME CHANGE: 19930617 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AFFHOLDER ROBERT W CENTRAL INDEX KEY: 0000946109 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17988 EDISON AVE CITY: CHESTERFIELD STATE: MO ZIP: 63005-3700 BUSINESS PHONE: 3146371214 MAIL ADDRESS: STREET 1: 17988 EDISON AVE CITY: CHESTERFIELD STATE: MO ZIP: 63005 SC 13D/A 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* INSITUFORM TECHNOLOGIES, INC. - ----------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, $.01 par value - ----------------------------------------------------------------------------- (Title of Class of Securities) 457667 10 3 --------------------------------------------------- (CUSIP Number) Robert W. Affholder COPY TO: Thomas A. Litz, Esq. 17988 Edison Avenue THOMPSON & MITCHELL Chesterfield, Missouri 63005-3700 One Mercantile Center (314) 532-6137 St. Louis, Missouri 63101 (314) 231-7676 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 25, 1995 -------------------------------------------- (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 / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). (Continued on following page(s)) 2 CUSIP No. 457667 10 3 13D ============================================================================= 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert W. Affholder - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS SC - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,173,693 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 135,165 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,173,693 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 135,165 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,308,858 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ============================================================================= 3 INTRODUCTORY STATEMENT Robert W. Affholder is filing this Amendment No. 1 to Schedule 13D (the "Amendment") as a result of the merger (the "Merger") on October 25, 1995, of Insituform Mid-America, Inc., a Delaware corporation ("IMA"), and ITI Acquisition Corp., a Delaware corporation ("ITI Sub") and wholly-owned subsidiary of Insituform Technologies, Inc., a Delaware corporation ("ITI"). This Amendment relates to the Schedule 13D filed by Mr. Affholder on June 2, 1995 which reported the execution of that certain Agreement and Plan of Merger, dated May 23, 1995 (the "Merger Agreement"), by and among IMA, ITI and ITI Sub pursuant to which Mr. Affholder may have been deemed to have acquired beneficial ownership of the shares of ITI the class A common stock, $.01 par value, of ITI (the "ITI Common Stock") referenced therein. Pursuant to the Merger, ITI Sub merged with and into IMA, as a result of which IMA became a wholly-owned subsidiary of ITI. Upon consummation of the Merger, holders of the class A common stock, $.01 par value, of IMA (the "IMA Class A Common Stock") became entitled to receive 1.15 shares of the ITI Common Stock, for each share of IMA Class A Common Stock held, and the holders of all of the outstanding shares of class B common stock, $.01 par value, of IMA (the "IMA Class B Common Stock"), immediately prior to the consummation of the Merger, converted each then outstanding share of IMA Class B Common Stock into one share of IMA Class A Common Stock in accordance with the terms of the IMA Class B Common Stock. Subsequent to the Merger, Mr. Affholder beneficially owned 1,308,858 shares of ITI Common Stock, and ITI had reported an aggregate of 27,104,144 shares of ITI Common Stock were issued and outstanding. ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the ITI Common Stock. The address of the principal executive offices of ITI is 1770 Kirby Parkway, Suite 300, Memphis, Tennessee 38138. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the Merger Agreement, by and among IMA, ITI and ITI Sub, upon consummation of the Merger, holders of the IMA Class A Common Stock became entitled to receive 1.15 shares of the ITI Common Stock. Immediately prior to the Merger, holders of the IMA Class B Common Stock converted each share of IMA Class B Common Stock into one share of IMA Class A Common Stock. As a result of the foregoing, 665,968 shares of IMA Class A Common Stock and 471,300 shares of IMA Class B Common Stock owned by Mr. Affholder were converted into the right to receive 1,307,858 shares of ITI Common Stock. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of October 25, 1995 Mr. Affholder owned 1,308,858 shares of ITI Common Stock, and ITI had reported an aggregate of 27,104,144 shares of ITI Common Stock were issued and outstanding. (b) Sole voting power: 1,173,693 Shared voting power: 135,165 Sole investment power: 1,173,693 Shared investment power: 135,165 (c) None. (d) Not applicable. (e) Not applicable. 5 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 6, 1995 /s/ Robert W. Affholder ------------------------------------------ Robert W. Affholder -----END PRIVACY-ENHANCED MESSAGE-----