Water Industry News


Andy Seidel, Former CEO of USFilter, to Lead Company

Pittsburgh, Pa. (November 21st, 2005) - Underground Solutions, Inc. (Pink Sheets: symbol UGSI) announced today that the Company has entered into a non-binding Memorandum of Understanding (MOU) with a group of executives led by Andy Seidel, the former CEO of United States Filter Corporation (USFilter), the nation’s leading provider of water and wastewater products, systems and services.  Subject to the fulfillment of certain conditions set forth in the MOU, Seidel will become the President and CEO of UGSI and a member of the Board of Directors.  He will be joined at UGSI by two other former senior executives of USFilter: Roop Jain, who will become EVP and COO, and Steve Stanczak, who will be appointed as EVP and General Counsel.  Mark Smith, UGSI’s current President and CEO, will assume the role of Chairman.

Under the terms of the MOU, the new management team has agreed to enter into employment agreements and assume their management responsibilities following receipt of the preferred shareholder’s approval required to authorize certain of the transactions contemplated by the MOU.  UGSI currently intends to seek those approvals during December, 2005.  Among the transactions for which approval will be sought, will be the sale to the new management team and a group of existing and new investors of up to $3.0 million of a new series of convertible preferred stock at a maximum price of $0.08 per share.   The shares of the new series of convertible preferred stock will be convertible into common stock on a 1:1 basis.  If the transactions are approved, the new management team will enter into binding three-year employment agreements and the Corporate Headquarters will, subject to approval by the Board of Directors of UGSI, be relocated to southern California .  A regional operations center will be maintained in the Pittsburgh area. 

In addition to his past position as CEO of USFilter, Seidel is a former director of USFilter (formerly NYSE: USF), Aqua America (formerly known as Philadelphia Suburban - NYSE: WTR), and National Waterworks (a leading water infrastructure distribution company) now owned by Home Depot.  Seidel also served on the Management Board of Veolia, S.A. , the French-based water and wastewater company.  Mr. Seidel and the other executives left USFilter earlier this year following its August 2004 acquisition by Siemens A.G., of Germany .

Jain is the founder and former Vice President/ General Manager of USFilter/RJE – a leader in the municipal process equipment industry. 

Stanczak is the former Executive Vice President, General Counsel and Corporate Secretary of USFilter.  He was previously the Vice President of Legal Affairs and Corporate Secretary for London-based Waste Management International plc (formerly NYSE: WME), a global provider of solid and hazardous waste management services.

Mark Smith stated, “As the Founder of Underground Solutions, I am delighted to have been able to recruit such a strong management team. Andy, Steve and Roop were key members of the team that built and managed USFilter, the largest water and wastewater company in North America , growing USFilter from $17 million to over $6 billion in sales in only eight years. They have extensive experience in the relevant municipal markets and have unparalleled experience in driving enterprises to achieve strong, profitable growth.”

Mr. Seidel added, “We strongly believe that our team’s extensive years of experience in the water and wastewater industry (products, projects, distribution and channel management), coupled with UGSI’s superior patented Duraliner™ and Fusible PVC™ technologies, will enable Underground Solutions to assume a leading position in the rapidly growing water infrastructure industry.  We are excited to have the opportunity to join UGSI at this critical stage of its development.”

Underground Solutions is an infrastructure technology and pipeline rehabilitation company. The Company has developed and continues to develop unique and proprietary technologies focused exclusively on the underground infrastructure industry.

UGSI's products developed and successfully introduced into the market to date include Duraliner™, Fusible C-900™, Fusible C-905™ and Fusible PVC™.

Fusible C-900™, Fusible C-905™ and Fusible PVC™ are NSF-61 certified and cover a full range of piping diameters from 3 inch to 48 inch to provide the only available method of installing a continuous, monolithic, gasket-free PVC pipe or conduit capable of being used in numerous trenchless (no-dig) or conventional "open-cut" applications. Applications for this revolutionary technology cover every aspect of piping installations including both pressure and non-pressure situations in the water, sewer, electrical, industrial and telecommunications industries.

Duraliner™ is a unique patented process which allows the Company to rehabilitate deteriorated water lines and other pressure pipes with minimal excavation. It is the only pipeline renewal system resulting in a "stand alone" structural lining capable of handling internal minimum operating pressures of 150 psi. Duraliner™ conforms to NSF 61 Standards for Drinking Water Components/Health Effects and has a design life exceeding 100 years.

Certain statements in this news release contain forward-looking information within the meaning of the Private Securities Litigation Act of 1995. Such forward-looking statements involve certain risks, assumptions and uncertainties, including the inability to generate and secure the necessary product sales, or the lack of acceptance of the company's products by potential customers, the possibility that the transactions involving the new executive management team will not obtain the requisite shareholder approvals, or that the new executive management team and UGSI may be unable to reach agreement on the terms of the definitive agreements contemplated by the MOU. In each case actual results may differ materially from such forward-looking statements. The company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results (expressed or modified) will not be realized.  

Contact Information: Mark A. Smith of Underground Solutions, Inc. phone: 724-353-3000 email: msmith@undergroundsolutions.com   website: www.undergroundsolutions.com