General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 12 55K
2: EX-1 Agreement Pursuant to Rule 13D-1(F)(1)(Iii) 1 7K
3: EX-2 Agreement and Plan of Merger 67 293K
4: EX-3 Form of Conversion Letter 1 8K
5: EX-4 Form of Pooling Letter Agreement 2 9K
6: EX-5 Form of Agreement 7 28K
7: EX-6 Form of Consulting Agreement 7 27K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. -----)<F*>
INSITUFORM TECHNOLOGIES, INC.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
457667 10 3
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(CUSIP Number)
Jerome Kalishman 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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 23, 1995
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(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
/X/. (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.
<F*>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))
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CUSIP NO. 457667 10 3 SCHEDULE 13D Page 2 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerome Kalishman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 457667 10 3 SCHEDULE 13D Page 3 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy F. Kalishman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 457667 10 3 SCHEDULE 13D Page 4 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Xanadu Investments, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14 TYPE OF REPORTING PERSON
PN
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INTRODUCTORY STATEMENT
Jerome Kalishman, Nancy F. Kalishman and Xanadu
Investments, L.P., a Missouri limited partnership of which Jerome
Kalishman and Nancy F. Kalishman are trustees of the general
partners ("Xanadu" and, collectively with Jerome Kalishman and
Nancy F. Kalishman, the "Filing Persons") are filing this statement
as a result of the execution on May 23, 1995, of the Agreement and
Plan of Merger (the "Merger Agreement") by and among Insituform
Mid-America, Inc., a Delaware corporation ("IMA"), Insituform
Technologies, Inc., a Delaware corporation ("ITI"), and ITI
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of ITI ("ITI Sub"). The Merger Agreement provides for
the merger (the "Merger") of ITI Sub with and into IMA, as a result
of which IMA would become a wholly-owned subsidiary of ITI. Under
the terms of the Merger Agreement, upon consummation of the Merger
holders of the class A common stock, $.01 par value (the "Class A
Common Stock"), of the Company will be entitled to receive 1.15
shares of the class A common stock, $.01 par value (the "ITI Common
Stock"), of ITI for each share of Class A Common Stock held. In
connection with the Merger Agreement, the holders of all of the
outstanding shares of class B common stock, $.01 par value (the
"Class B Common Stock") of the Company have agreed that,
immediately prior to the consummation of the Merger, such holder
shall convert each outstanding share of Class B Common Stock
beneficially owned by such person into one share of Class A Common
Stock in accordance with the terms of the Class B Common Stock. As
of May 23, 1995, Jerome Kalishman, Nancy F. Kalishman and Xanadu
each beneficially owned 1,895,021 shares of Class B Common Stock
and 902,447, 735,781 and 600,000 shares of Class A Common Stock,
respectively. Nancy F. Kalishman disclaims beneficial ownership of
an aggregate of 166,666 shares of Class A Common Stock held by
certain trusts of which Jerome Kalishman is the trustee. Assuming
the consummation of the Merger in accordance with the Merger
Agreement and no other issuances of the capital stock of IMA or
ITI, Jerome Kalishman, Nancy F. Kalishman and Xanadu would
beneficially own 3,217,087, 3,025,422 and 2,869,274 shares of ITI
Common Stock, and an aggregate of 26,771,095 shares of ITI Common
Stock would be issued and outstanding.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Class A Common Stock,
par value $.01 per share (the "ITI Common Stock"), of ITI. The
address of the principal executive offices of ITI is 1770 Kirby
Parkway, Suite 300, Memphis, Tennessee 38138.
ITEM 2. IDENTITY AND BACKGROUND
1. (a) Name: Jerome Kalishman
(b) Business address: c/o Insituform Mid-America, Inc.,
17988 Edison Avenue, Chesterfield, Missouri 63005-3700.
(c) Present principal occupation and name, principal
business and address of any corporation or partnership in which
such employment is conducted: Chairman of the Board of IMA, the
principal business of which is applying various technologies,
principally the Insituform process, to solve problems requiring
construction, reconstruction, rehabilitation or improvement of
pipeline systems, including sewers, industrial waste lines, water
lines and oil field and industrial process pipelines. The address
of the principal executive offices of IMA is 17988 Edison Avenue,
Chesterfield, Missouri 63005-3700.
(d) Jerome Kalishman has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Jerome Kalishman has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
such person has been or is subject to any judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws of finding
any violation with respect to such laws.
2. (a) Name: Nancy F. Kalishman
(b) Business address: c/o Insituform Mid-America, Inc.,
17988 Edison Avenue, Chesterfield, Missouri 63005-3700.
(c) Present principal occupation and name, principal
business and address of any corporation or partnership in which
such employment is conducted: Community service for various
organizations; business address: c/o Insituform Mid-America, Inc.,
17988 Edison Avenue, Chesterfield, Missouri 63005-3700.
(d) Nancy F. Kalishman has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Nancy F. Kalishman has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
such person has been or is subject to any judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws of finding
any violation with respect to such laws.
3. (a) Name: Xanadu Investments, L.P.
(b) State of Organization: Missouri
(c) Principal Business: The partnership was organized
to acquire, own, finance, develop, improve, construct, lease,
operate, manage, mortgage, sell, market and otherwise invest in and
deal with real and personal property as investment, and to conduct
such other activities related or incidental thereto as may be
convenient, necessary or desirable to promote the business of the
partnership.
(d) Address of Principal Office: 17988 Edison Avenue,
Chesterfield, Missouri 63005-3700.
(e) Address of Principal Business: 17988 Edison Avenue,
Chesterfield, Missouri 63005-3700.
(f) Jerome Kalishman and Nancy F. Kalishman, trustees
of the Jerome Kalishman Revocable Trust and the Nancy F. Kalishman
Revocable Trust, respectively, the general partners of Xanadu, have
not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(g) Jerome Kalishman and Nancy F. Kalishman, trustees of
the Jerome Kalishman Revocable Trust and the Nancy F. Kalishman
Revocable Trust, respectively, the general partners of Xanadu, have
not, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as
a result of which such persons have been or is subject to any
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws of finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable
ITEM 4. PURPOSE OF TRANSACTION.
On May 23, 1995, Insituform Mid-America, Inc., a Delaware
corporation (the "Company"), Insituform Technologies, Inc., a
Delaware corporation ("ITI"), and ITI Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of ITI ("ITI Sub"),
executed an Agreement and Plan of Merger (the "Merger Agreement")
which provides for the merger (the "Merger") of ITI Sub with and
into IMA, as a result of which IMA would become a wholly-owned
subsidiary of ITI.
Under the terms of the Merger Agreement, upon
consummation of the Merger holders of the class A common stock,
$.01 par value (the "Class A Common Stock"), of the Company will be
entitled to receive 1.15 shares of the class A common stock, $.01
par value (the "ITI Common Stock"), of ITI for each share of Class
A Common Stock held. In connection with the Merger Agreement, the
holders of all of the outstanding shares of class B common stock,
$.01 par value (the "Class B Common Stock") of the Company have
entered into letter agreements with the Company and ITI pursuant to
which each holder has agreed that, immediately prior to the
consummation of the Merger, such holder shall convert each
outstanding share of Class B Common Stock beneficially owned by
such person into one share of Class A Common Stock in accordance
with the terms of the Class B Common Stock. Additionally, in
connection with the pooling-of-interests treatment of the Merger
each of the directors and executive officers of the Company and
certain of the Company's stockholders have agreed to certain
restrictions on the transfer of shares of Class A Common Stock,
Class B Common Stock and ITI Common Stock owned by them.
Consummation of the Merger is subject to certain
conditions, including without limitation: (i) approval of the
Merger Agreement by the stockholders of the Company and ITI; (ii)
registration of the shares of ITI Common Stock to be issued
pursuant to the Merger under the Securities Act of 1933, as
amended, and all applicable state securities laws; (iii) receipt of
an opinion of counsel that the Merger will qualify as a tax-free
reorganization under the Internal Revenue Code of 1986, as amended;
(iv) confirmation that the transaction will qualify for pooling-of-
interests accounting treatment; (v) expiration or termination of
the applicable waiting period under The Hart-Scott-Rodino Antitrust
Improvements Act of 1976; and (vi) satisfaction of certain other
closing conditions.
In connection with the Merger Agreement, the Board of
Directors of ITI will amend ITI's By-Laws to (i) increase the
number of directors from ten to thirteen, (ii) provide for the
office of vice chairman of the board, and (iii) provide that ITI's
By-Laws may only be amended by a vote of at least 80% of the
members of the Board of Directors or by a vote of the stockholders,
representing a majority of the shares issued and outstanding. ITI
will additionally submit for approval at a special meeting of its
stockholders amendments (the "Amendments") to ITI's certificate of
incorporation to (i) increase the number of authorized shares of
ITI Common Stock from 25,000,000 to 40,000,000, and (ii) provide
for appointments to vacancies on ITI's Board of Directors in
accordance with the Merger Agreement. Subject to approval by the
stockholders of the Amendments, ITI has agreed to take all action
necessary so that ITI's Board of Directors will be expanded to
include the following persons: William J. Gorham, Alvin J.
Siteman, Silas Spengler and Sheldon Weinig, for a one-year term
expiring in 1996 ("Class I Directors"); Robert W. Affholder, Paul
A. Biddelman, Douglas K. Chick and Steven Roth, for a two-year term
expiring in 1997 ("Class II Directors"); and Brian Chandler, Jerome
Kalishman, James D. Krugman, Jean-Paul Richard and Russell B.
Wight, Jr., for a three-year term expiring in 1998 ("Class III
Directors").
Other than Mr. Richard, the directors are grouped as
follows: (i) Messrs. Biddelman, Chandler, Chick, Krugman and
Spengler constitute the "INA Group"; (ii) Messrs. Gorham, Roth,
Weinig and Wight constitute the "IGL Group"; and (iii) Messrs.
Kalishman, Affholder and Siteman constitute the "IMA Group." The
INA Group and the IGL Group comprise the current board of directors
of ITI, and the IMA Group has been designated for appointment by
IMA. During the period from the consummation of the Merger through
December 9, 1998 (the "Term"), ITI will nominate and recommend for
re-election to ITI's Board of Directors, upon expiration of their
terms, the Class I Directors, the Class II Directors and the Class
III Directors. If, during the Term, any director resigns or is
unable to serve for any reason, such vacancy will be filled with a
designee chosen by the remaining members of the INA Group, the IGL
Group, or the IMA Group, as the case may be, and thereafter ITI
will nominate and recommend such designee for election to ITI's
Board of Directors as aforesaid.
As a result of the consummation of the Merger, pursuant
to the Merger Agreement Mr. Kalishman, Chairman of the Board of the
Company, would become Vice Chairman of the Board of ITI and would
also be retained by ITI as a consultant for a period of two years.
Mr. Affholder, President of the Company, would enter into a three-
year employment agreement with ITI under which he would initially
become chief operating officer of ITI's North American contracting
operations.
Except as otherwise disclosed in this Item 4, none
of the Filing Persons have any plans or proposals which relate to
or would result in any of the events described in Items 4(a)
through (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of May 23, 1995, excluding the effect of the
Merger Agreement, none of the Filing Persons beneficially owned,
for purposes of Rule 13d-3 under the Securities Exchange Act, any
shares of the ITI Common Stock. As of May 23, 1995, Jerome
Kalishman, Nancy F. Kalishman and Xanadu each beneficially owned
1,895,021 shares of Class B Common Stock and 902,447, 735,781 and
600,000 shares of Class A Common Stock, respectively. Nancy F.
Kalishman disclaims beneficial ownership of an aggregate of 166,666
shares of Class A Common Stock held by certain trusts of which
Jerome Kalishman is the trustee. Assuming the consummation of the
Merger in accordance with the Merger Agreement and no other
issuances of the capital stock of IMA or ITI, Jerome Kalishman,
Nancy F. Kalishman and Xanadu would beneficially own 3,217,087,
3,025,422 and 2,869,274 shares of ITI Common Stock, and an
aggregate of 26,771,095 shares of ITI Common Stock would be issued
and outstanding. The filing of this Schedule 13D shall not be
construed as an admission that any of the Filing Persons is the
beneficial owner, for purposes of Sections 13(d) or 13(g) under the
Securities Exchange Act, of any securities of ITI.
(b) Sole voting power: 0
Shared voting power: 0
Sole investment power: 0
Shared investment power: 0
(c) None.
(d) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Jerome Kalishman and Nancy F. Kalishman are husband and
wife, and own 135,781 shares of Class A Common Stock as tenants by
the entirety. Additionally, Jerome Kalishman and Nancy F.
Kalishman serve as the trustee of the Jerome Kalishman Revocable
Trust and the Nancy F. Kalishman Revocable Trust, respectively,
which are general partners of Xanadu. As such, Jerome Kalishman
and Nancy F. Kalishman may be deemed to share voting and investment
power with respect to the 600,000 shares of Class A Common Stock
and 1,895,021 shares of Class B Common Stock owned of record by
Xanadu.
In connection with the Merger Agreement, each of the
Filing Persons entered into a Pooling Letter Agreement with IMA and
ITI pursuant to which, subject to certain exceptions, such persons
agreed, among other things, not to transfer or dispose of any
shares of ITI Common Stock, IMA Class A Common Stock or IMA Class
B Common Stock owned by them, respectively, until the earlier of
(i) the termination of the Merger Agreement, or (ii) the date of
the first publication of the operating results of ITI covering at
least a 30-day period after the Merger has been consummated.
Each of the Filing Persons has additionally entered into
a Conversion Letter, dated May 23, 1995, with IMA and ITI pursuant
to which the Filing Persons have agreed that, immediately prior to
the consummation of the Merger, such Filing Person shall convert
each outstanding share of Class B Common Stock beneficially owned
by such person into one share of Class A Common Stock in accordance
with the terms of the Class B Common Stock.
ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS.
See Exhibit Index.
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
/s/ Jerome Kalishman
Dated June 1, 1995 ------------------------------------------
Jerome Kalishman
/s/ Nancy F. Kalishman
Dated June 1, 1995 ------------------------------------------
Nancy F. Kalishman
Dated June 1, 1995 XANADU INVESTMENTS, L.P.
By: JEROME KALISHMAN REVOCABLE TRUST,
as General Partner
/s/ Jerome Kalishman
---------------------------------------------
Jerome Kalishman, Trustee
[Download Table]
INDEX TO EXHIBITS
Exhibit A Agreement of Jerome Kalishman, Nancy F. Kalishman
and Xanadu Investments, L.P. pursuant to Rule 13d-
1(f)(1)(iii)
Exhibit B Agreement and Plan of Merger, dated as of May 23,
1995, by and among Insituform Technologies, Inc.,
ITI Acquisition Corp. and Insituform Mid-America,
Inc.
Exhibit C Form of Conversion Letter, dated May 23, 1995, by
and among Insituform Mid-America, Inc., Insituform
Technologies, Inc. and the holders of Insituform
Mid-America, Inc.'s Class B Common Stock with
respect to the conversion of shares Class B Common
Stock into Class A Common Stock
Exhibit D Form of Pooling Letter Agreement, dated May 23,
1995, relating to the non-disposition of capital
stock of Insituform Mid-America, Inc. and
Insituform Technologies, Inc.
Exhibit E Form of Agreement by and between Jerome Kalishman
and Insituform Technologies, Inc.
Exhibit G Form of Consulting Agreement by and between Jerome
Kalishman and Insituform Technologies, Inc.
Dates Referenced Herein and Documents Incorporated by Reference
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