-----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, PF3l3fr/VnYN14TEx657qOw3jAhqe2/m6yd41rNobOyHDnHucLthBKHcSmgxi//w QNHVVcJXhwGwhnd5I4DiRw== 0000826821-00-000003.txt : 20000218 0000826821-00-000003.hdr.sgml : 20000218 ACCESSION NUMBER: 0000826821-00-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000217 GROUP MEMBERS: CERBCO INC GROUP MEMBERS: CERBERONICS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSITUFORM EAST INC CENTRAL INDEX KEY: 0000355431 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 520905854 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36188 FILM NUMBER: 548088 BUSINESS ADDRESS: STREET 1: 3421 PENNSY DR CITY: LANDOVER STATE: MD ZIP: 20785 BUSINESS PHONE: 3013864100 MAIL ADDRESS: STREET 1: 3421 PENNSY DRIVE CITY: LANDOVER STATE: MD ZIP: 20785 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CERBCO INC CENTRAL INDEX KEY: 0000826821 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 541448835 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3421 PENNSY DR CITY: LANDOVER STATE: MD ZIP: 20785 BUSINESS PHONE: 3017731784 MAIL ADDRESS: STREET 1: 3421 PENNSY DRIVE STREET 2: 3421 PENNSY DRIVE CITY: LANDOVER STATE: MD ZIP: 20785 SC 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5) INSITUFORM EAST, INCORPORATED (Name of Issuer) COMMON STOCK PAR VALUE $.04 PER SHARE (Title of Class of Securities) 457662-10-4 (CUSIP Number) Robert W. Erikson CERBCO, Inc. 3421 Pennsy Drive Landover, MD 20785 (301) 773-1784 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: John Paul Ketels Clifford Chance Rogers & Wells LLP 607 14th Street, N.W. Washington, DC 20005 (202) 434-0700 February 2, 2000 (Date of Event that Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. (Continued on following pages) (Page 1 of 8 Pages) CUSIP No. 457662-10-4 13D 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) CERBERONICS, INC. 54-0850359 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 1,662,591 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH: 1,662,591 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,662,591 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.2% 14. TYPE OF REPORTING PERSON CO CUSIP No. 457662-10-4 13D 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) CERBCO, INC. 54-1448835 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 1,662,591 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH: 1,662,591 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,662,591 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.2% 14. TYPE OF REPORTING PERSON HC SCHEDULE 13D Item 1. Security and Issuer. This Amendment No. 5, which relates to the Common Stock, par value $.04 per share (the "Common Stock") of Insituform East, Incorporated, a Delaware corporation (the "Issuer"), including shares of Common Stock issuable upon conversion of the Issuer's Class B Common Stock, par value $.04 per share (the "Class B Common Stock"), supplements and amends the statement on Schedule 13D originally filed with the Commission on March 25, 1985, as amended on June 19, 1986, March 1, 1999, March 23, 1999 and further amended on October 29, 1999 (the "Statement"). The Issuer's principal executive offices are located at 3421 Pennsy Drive, Landover, Maryland 20785. Item 2. Identity and Background. (a)-(c) This Statement is filed on behalf of CERBCO, Inc. ("CERBCO"), a Delaware corporation with its principal office and principal business address at 3421 Pennsy Drive, Landover, Maryland 20785 and CERBERONICS, Inc. ("CERBERONICS"), a Delaware corporation with its principal office and principal business address at 300 Delaware Avenue, Suite 1704, Wilmington, Delaware 19801. CERBERONICS is a wholly-owned subsidiary of CERBCO. The name, residence or business address and present principal occupation or employment of executive officers and directors of CERBERONICS and CERBCO (as indicated) are as follows:
Name and Title Residence or Business Address Principal Occupation or Employment - -------------- ----------------------------- ---------------------------------- Robert W. Erikson 300 Delaware Avenue, Suite 1704 Chairman and Director of CERBERONICS Chairman and Director of Wilmington, DE 19801 and President and Director of CERBERONICS and President and CERBCO Director of CERBCO 3421 Pennsy Drive Landover, MD 20785-1608 George Wm. Erikson 300 Delaware Avenue, Suite 1704 President, General Counsel and President, General Counsel and Wilmington, DE 19801 Director of CERBERONICS and Director of CERBERONICS and Chairman, General Counsel and Chairman, General Counsel and 3421 Pennsy Drive Director of CERBCO Director of CERBCO Landover, MD 20785-1608 Webb C. Hayes, IV Friedman, Billings, Ramsey Group Inc. Managing Director, Director of CERBCO 1001 19th Street North Private Client Services Arlington, VA 22209-1722 Paul C. Kincheloe, Jr. Kincheloe and Schneiderman Partner in law firm of Kincheloe and Director of CERBCO 4084 University Drive, Suite 202 Schneiderman Fairfax, VA 22030 Robert F. Hartman 300 Delaware Avenue, Suite 1704 Executive Vice President, Secretary, Executive Vice President, Wilmington, DE 19801 Treasurer and Director of Secretary, Treasurer and CERBERONICS and Vice President, Director of CERBERONICS and 3421 Pennsy Drive Secretary and Treasurer of CERBCO Vice President, Secretary and Landover, MD 20785-1608 Treasurer of CERBCO Peter J. Winnington Belfint, Lyons & Shuman Partner in accounting firm of Vice President and Director of 200 W. Ninth Street Plaza Belfint, Lyons & Shuman CERBERONICS Wilmington, DE 19899 Peter C. Fulweiler PNC Bank, Delaware Vice President of PNC Bank, Delaware Director of CERBERONICS 222 Delaware Avenue, 17th Floor Wilmington, DE 19801
(d) Neither CERBERONICS nor CERBCO has, nor, to the knowledge of CERBERONICS and CERBCO has any of the persons identified in this Item 2, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither CERBERONICS nor CERBCO has, nor, to the knowledge of CERBERONICS and CERBCO has any of the persons identified in this Item 2, during the last five years, been 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 with respect to such laws. (f) Each individual named in this Item 2 is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The aggregate consideration for the acquisitions of shares of Common Stock of the Issuer by CERBERONICS and CERBCO to which this Statement relates was $74,199.75. Those acquisitions are described in more detail in Item 5. The source of such funds was working capital of CERBERONICS. Item 4. Purpose of Transaction. From time to time CERBERONICS and CERBCO review the status of their investment in the Issuer with a view to determining how best to maximize the benefits of their investment. The options considered during these periodic reviews include (i) disposing of some or all of the shares, (ii) acquiring additional shares, or (iii) offering to acquire all of the shares not already beneficially owned by CERBERONICS and CERBCO for cash, securities, or a combination of both. In the period from January through February 2000, CERBERONICS and CERBCO purchased 43,700 additional shares of Common Stock because CERBERONICS and CERBCO believed the prices at which the shares were trading to be attractive. All of the purchases were made in open market transactions, executed through brokers on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"). Item 5. Interest in Securities of the Issuer. (a) CERBERONICS directly owns, and CERBCO (as a result of CERBERONICS being its wholly-owned subsidiary) may be deemed to beneficially own, the shares of Common Stock and Class B Common Stock of the Issuer, described below. As provided in the Issuer's Articles of Incorporation, shares of Common Stock and shares of Class B Common Stock are identical in their rights, entitlements and preferences except that (i) each Common Stock share carries one vote whereas each Class B Common Stock share carries ten votes; and (ii) the Common Stock shares are entitled to elect as a class 25% of the directors of the Issuer's Board of Directors and the Class B Common Stock shares are entitled to elect as a class the remaining number of directors of the Board. After giving effect to the acquisitions described below in this Item 5, CERBCO and CERBERONICS beneficially own 1,366,450 shares of Common Stock and 296,141 shares of Class B Common Stock. In the aggregate, these shares represent the right to cast 4,327,860 (or 61.5%) of the 7,035,226 votes eligible to be cast by the holders of both classes of common stock. Shares of Class B Common Stock are convertible at any time into shares of Common Stock on a one-for-one basis. By reason of this conversion privilege, CERBCO and CERBERONICS are deemed to beneficially own the shares of Common Stock into which the Class B Common Stock beneficially owned by CERBCO and CERBERONICS are convertible. Therefore, for purposes of this Statement, CERBCO and CERBERONICS are deemed to beneficially own in the aggregate 1,622,591 shares of Common Stock. George Wm. Erikson, President, General Counsel and Director of CERBERONICS, and Chairman, General Counsel and Director of CERBCO, is the beneficial owner of 16,500 shares of the outstanding Common Stock of the Issuer. In addition to being Directors of CERBCO, Robert W. Erikson, George Wm. Erikson, Webb C. Hayes, IV, and Paul C. Kincheloe, Jr. are Directors of the Issuer. As such, each has been granted options to purchase 75,000 shares of the Issuer's Common Stock pursuant to its 1994 and 1999 Directors' Stock Option Plans. (b) Each of the beneficial owners set forth in paragraph (a) has sole voting and dispositive power over their respective shares referred to in paragraph (a). (c) During the past nine months, CERBERONICS and CERBCO made the following open market purchases of the Common Stock of the Issuer: Date Quantity Share Price Total Cost* ---- -------- ----------- ----------- 1/4/00 800 1.50 $ 1,224.00 1/4/00 870 1.50 $ 1,331.10 1/4/00 330 1.75 $ 587.40 1/4/00 1,200 1.75 $ 2,136.00 1/5/00 500 1.75 $ 890.00 1/5/00 2,000 1.75 $ 3,560.00 1/5/00 700 1.875 $ 1,333.50 1/12/00 1,400 1.75 $ 2,492.00 1/12/00 1,350 1.75 $ 2,403.00 1/12/00 650 1.75 $ 1,157.00 1/13/00 500 1.375 $ 702.50 1/13/00 1,500 1.75 $ 2,670.00 1/13/00 1,400 1.75 $ 2,492.00 1/14/00 2,000 1.75 $ 3,560.00 1/14/00 1,400 1.75 $ 2,492.00 1/17/00 3,500 1.50 $ 5,355.00 1/18/00 1,500 1.75 $ 2,670.00 1/18/00 500 1.625 $ 827.50 1/18/00 1,500 1.75 $ 2,670.00 1/19/00 500 1.50 $ 765.00 1/19/00 1,500 1.75 $ 2,670.00 1/19/00 1,500 1.6875 $ 2,576.25 1/21/00 1,500 1.625 $ 2,482.50 1/21/00 2,000 1.625 $ 3,310.00 1/24/00 1,500 1.75 $ 2,670.00 1/24/00 1,700 1.75 $ 3,026.00 1/24/00 500 1.625 $ 827.50 1/27/00 2,700 1.625 $ 4,468.50 1/27/00 1,000 1.625 $ 1,655.00 1/31/00 1,900 1.625 $ 3,144.50 2/1/00 1,900 1.625 $ 3,144.50 2/2/00 1,900 1.50 $ 2,907.00 ------ ---------- 43,700 $74,199.75 * Inclusive of brokerage fees/commissions. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not Applicable. Item 7. Material to be Filed as Exhibits. Not Applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 17, 2000 CERBERONICS, Inc. By:/s/ Robert W. Erikson Robert W. Erikson Chairman SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 17, 2000 CERBCO, Inc. By:/s/ George Wm. Eriksom George Wm. Erikson Chairman -----END PRIVACY-ENHANCED MESSAGE-----