UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Corrpro Companies, Inc.
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(Name of Issuer)
Common Stock, Par Value
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(Title of Class of Securities)
220317101
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(CUSIP Number)
Howard Friedman, Esq.
6745 N. Kilpatrick, Lincolnwood, IL 60712
847-983-4950
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 9, 2009
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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 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. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 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).
CUSIP No. 220317101
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Individual Retirement Accounts for the benefit of
Ronald L. Chez and Ronald L. Chez Individually
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) N/A
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6. Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 690,238
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8. Shared Voting Power -0-
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9. Sole Dispositive Power 690,238
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10. Shared Dispositive Power -0-
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11. Aggregate Amount Beneficially Owned by
Each Reporting Person 690,238
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) N/A
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13. Percent of Class Represented by Amount in Row (11) 2.43%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 220317101
Pursuant to Rule 13d-1 of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned Ronald L. Chez (the "Reporting Person") hereby files this
Schedule 13D.
Item 1. Security and Issuer.
This statement relates to the Common Stock, No Par Value (the "Stock")
of Corrpro Companies, Inc., 1090 Enterprise Drive, Medina, OH 44256.
Item 2. Identity and Background.
(a), (b), (c)
The Reporting Person is an individual whose principal occupation is an
investor and his business address is in Chicago, IL.
(d) The Reporting Person has not, at any time, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, at any time, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
therefore has not and is not 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) The Reporting Person is a citizen of the United States of America.
Item 3. Source and amount of Funds or other Consideration.
The source and amount of funds used by the Reporting Person to purchase
shares of the Stock that require the filing of this Schedule 13D are personal
funds including amounts held by individual retirement accounts for the benefit
of the Reporting Person.
Item 4. Purpose of Transaction.
The shares of the Stock of the Issuer to which this statement relates
have been acquired by the Reporting Person for investment purposes. The
Reporting Person is disappointed by the recent merger announcement by the Issuer
and its proposed merger partner, Insituform Technologies, Inc. ("Insituform").
The Reporting Person believes that the amount offered by Insituform which would
approximate $1.44 per share is inadequate and does not accurately reflect the
value the Issuer's common Stock.
The Reporting Person plans to talk with other stockholders of the
Issuer with respect to the proposed merger, the offered merger price per share
and maximization of stockholder values.
The Reporting Person has written a letter to the Chairman of the Board
of Issuer which letter is attached to this Schedule 13D as Exhibit B. In that
letter, the Reporting Person expresses his opinion that $1.44 per share is less
than an appropriate valuation.
It is possible that at a future date, the Reporting Person may pursue
discussions to formulate plans for the future (to be suggested to management)
with other significant stockholders and might decide to seek a more active role
in management and/or to sell shares of the Stock or to acquire additional shares
of the Stock through open market or privately negotiated transactions. Any such
future decisions will be made by the Reporting Person in light of the then
current financial conditions, prospects, and operations of the Issuer, the
market value of the Stock, the financial condition of the Reporting Person and
other relevant factors. Except as noted above, the Reporting Person has not
formulated any plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer:
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or to fill any
existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure including but not limited to, if the Issuer is registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company Act
of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12 (g) (4) of the Act; or
(j) Any action similar to any of those enumerated above.
However, the Reporting Person may at some future date propose
any of the foregoing changes or actions which he hereafter considers desirable
in light of his examination of the Issuer and its assets and operations, future
prospects and of the circumstances prevailing at the time. The purpose of filing
this Schedule 13D is to provide notice that the Reporting Person may engage in
specific discussions with other stockholders of the Issuer relevant to the
Issuer, its business, direction, and operations.
Item 5. Interest in the Securities of the Issuer.
(a) The aggregate number of shares of the Stock owned beneficially by
the Reporting Person is 690,238 constituting approximately 2.43 %
of the outstanding shares of the Stock. The percentages in this Item 5(a) are
based on 28,420,000 (fully diluted) shares of the Stock outstanding, as reported
in the Issuer's unaudited quarterly financial report as of September 30, 2008.
(b) The Reporting Person has the sole power (and no shared power) to
vote or dispose of or direct the disposition of Shares owned by such Reporting
Person.
(c) Except as described immediately below, the Reporting Person has
not effected any transaction in shares of the Stock since December 1, 2008 as
follows: Please see Exhibit A hereto entitled: Exhibit A to this Schedule 13D;
Issuer, Corrpro Companies, Inc.; Reporting Person, Ronald L. Chez.
All purchases have been in the open market. The Reporting Person
had previously owned 672,979 shares of Stock of Issuer, all acquired in the open
market at various prices prior to December 1, 2008.
(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares owned by such Reporting Person.
(e) It is inapplicable, for purposes of this statement, to state the
date on which the Reporting Person ceased to be the owner of more than 5% of the
Shares of the Stock of the Issuer or any decrease in his ownership.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
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 12, 2009 /s/ Ronald L. Chez.
Exhibit A to Schedule 13D
Issuer: Corrpro Companies, Inc.
Reporting Person: Ronald L. Chez
CUSIP No. 220317101
PURCHASE NO. OF APPROXIMATE TOTAL
DATE SHARES COST COST including
PER SHARE Commission
1/9/2009 5000 $ 0.46 $ 2,320
2/2/2009 12259 1.2048 14,882
Exhibit B to Schedule 13D
Corrpro Companies, Inc.
Reporting Person: Ronald L. Chez
CUSIP: 220317101
HOWARD FRIEDMAN
ATTORNEY AT LAW
6745 N. Kilpatrick
Lincolnwood, IL 60712
(847) 983-4950 - fax: (847) 983-4951 - cell:(312) 953-4142
hfriedmanlaw@comcast.net
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February 9, 2009
BY FACSIMILE AND REGULAR MAIL
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James A. Johnson
Chairman of the Board
Corrpro Companies, Inc.
1800 Augusta Drive, Suite 300
Houston, TX 77057
Re: Recent Merger Announcement
Dear Mr. Johnson:
With regard to the recent announcement of the proposed acquisition of Corrpro by
Insituform Technologies, Inc., my client, Mr. Ronald L. Chez, a substantial
shareholder of Corrpro, plans to discuss this matter with other Corrpro
shareholders. Given improved operating opportunities and opportunities for
Corrpro to grow earnings and cash flow, Mr. Chez believes the proposed merger
price does not constitute an appropriate valuation and possibly that there was
haste in reaching this agreement. Mr. Chez will appreciate the opportunity to
meet with the Corrpro Board (or the appropriate special committee thereof, if
any) and Houlihan Lokey at the earliest possible time.
Mr. Chez is confident that you and the Corrpro Board will want all Corrpro
shareholders to receive a fair price for their stock.
Very truly yours,
/s/ Howard Friedman
cc: William V. Larkin, CEO
Robert M. Mayer, EVP/CFO
Ronald L. Chez
Securities and Exchange Commission (mail only
and attachment to possible 13D filing)
Facsimile transmission to Mr. Johnson did not go through. Sent by email and
regular mail.