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Published on 6/17/2008 in the Prospect News Special Situations Daily.

Water Asset Management's recently elected nominee resigns from Insituform board

By Lisa Kerner

Charlotte, N.C., June 17 - Nickolas W. Vande Steeg resigned from Insituform Technologies, Inc.'s board of directors, it was announced on Tuesday.

Vande Steeg was nominated by Water Asset Management LLC in April and elected to the board in May.

In a June 16 letter to Insituform chairman Alfred L. Woods, Vande Steeg said serving as a traditional director would make it impossible for him to serve in a "manner consistent with the mandate requested by the shareholders who elected me."

Vande Steeg noted that his suggestion to use consultants with whom he has a long working relationship was ignored by the board.

The board also ignored Vande Steeg's suggestion to meet with staff members, including new chief executive officer Joe Burgess, in August to begin a transition process, Vande Steeg claimed.

In the letter, Vande Steeg said signing the board's code of ethics would have "circumvented" him from "actively pursuing the shareholder's mandate."

Vande Steeg acknowledged scheduling conflicts when it came to board meetings but said the conflicts became a moot point when he realized change was not a compelling issue for Insituform.

"Any strategy that resembles 'business as usual' or 'status quo' will not be favorably received by shareholders and is patently unsatisfactory to those who I was elected to serve," Vande Steeg's letter said.

On June 2, Water Asset Management reduced its ownership interest in Insituform to 4.95% from 5.3%.

The shareholder and Insituform had waged a public proxy battle that included citing proxy advisory firm reports and reaching out to shareholders in open letters prior to the company's 2008 annual meeting.

It was previously reported that in addition to Vande Steeg, Water Asset Management had nominated for election to Insituform's board senator Alfonse M. D'Amato; Richard Onses, a water industry consultant based in Barcelona, Spain; Matthew J. Diserio, president of Water Asset Management; and Disque D. Deane Jr., chief investment officer of Water Asset Management.

Insituform, based in Chesterfield, Mo., provides proprietary trenchless technologies to rehabilitate, replace, maintain and install underground pipes.


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