LAMSON & SESSIONS CO, DEF 14A, 1994-03-16

LAMSON & SESSIONS CO
DEF 14A, 1994-03-16
ELECTRIC LIGHTING & WIRING EQUIPMENT

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary proxy statement

/X/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

THE LAMSON & SESSIONS CO.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

___________________________________________________________________________
(NAME OF PERSON(S) FILING PROXY STATEMENT)

Payment of filing fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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[INSERT LAMSON & SESSIONS LOGO]

25701 Science Park Drive
Cleveland, Ohio 44122
(216) 464-3400

March 16, 1994

To Our Shareholders:

On behalf of the Board of Directors and management, I cordially invite you
to attend the 1994 Annual Meeting of Shareholders to be held on Friday, April
22, 1994, at 9:00 a.m., Cleveland, Ohio time, at the Cleveland Marriott East,
3663 Park East Drive (Chagrin Boulevard west of I-271), Beachwood, Ohio 44122.

The matters expected to be acted upon by shareholders at this meeting will
be the election of directors for a three year term ending in 1997 and the
approval of the Nonemployee Directors Stock Option Plan. In addition, there will
be a report on current developments in the Company and an opportunity for
questions of general interest to shareholders.

It is extremely important that your shares be represented at the meeting.
Whether or not you plan to attend in person, you are requested to mark, sign,
date and return the enclosed proxy promptly in the envelope provided.

Sincerely,

JOHN B. SCHULZE
Chairman of the Board
and Chief Executive Officer
<PAGE> 3

[INSERT LAMSON & SESSIONS LOGO]

25701 Science Park Drive
Cleveland, Ohio 44122
(216) 464-3400

NOTICE OF 1994 ANNUAL MEETING OF SHAREHOLDERS

APRIL 22, 1994

Notice is hereby given that the Annual Meeting of Shareholders of The
Lamson & Sessions Co. will be held at the Cleveland Marriott East, 3663 Park
East Drive (Chagrin Boulevard west of I-271), Beachwood, Ohio 44122, on April
22, 1994, beginning at 9:00 a.m., Cleveland, Ohio time, for the purpose of
considering and acting upon the following:

(1) The election of three directors in Class II for three-year terms
expiring in 1997;

(2) The adoption of the Nonemployee Directors Stock Option Plan; and

(3) Any other business as may properly come before the Annual Meeting or
any adjournment thereof.

Holders of Common Shares of record at the close of business on March 1,
1994 are entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.

By order of the Board of Directors.

JOHN B. SCHULZE
Chairman of the Board
and Chief Executive Officer

March 16, 1994
------------------
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY PROMPTLY, USING THE RETURN ENVELOPE ENCLOSED IN ORDER
THAT YOUR VOTE MAY BE COUNTED AT THE ANNUAL MEETING.
<PAGE> 4

[INSERT LAMSON & SESSIONS LOGO]

25701 Science Park Drive
Cleveland, Ohio 44122
(216) 464-3400

---------------------------------
PROXY STATEMENT
---------------------------------

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1994

DATE OF THE PROXY STATEMENT -- MARCH 16, 1994

GENERAL INFORMATION

GENERAL

This Proxy Statement is furnished to holders of Common Shares, without par
value (the "Common Shares"), of The Lamson & Sessions Co. ("Company") in
connection with the solicitation of proxies by the Company's Board of Directors
for the Annual Meeting of Shareholders to be held at the Cleveland Marriott
East, 3663 Park East Drive, Beachwood, Ohio 44122, on April 22, 1994, at 9:00
a.m., Cleveland, Ohio time, and at any adjournment thereof ("Meeting"). Only
holders of record of Common Shares at the close of business on March 1, 1994
will be entitled to notice of, and to vote at the Meeting. To ensure adequate
representation at the Meeting, all shareholders are requested to mark, sign,
date and return promptly the enclosed proxy.

The Common Shares represented by the accompanying proxy will be voted in
accordance with the instructions thereon if the proxy is received by the Company
prior to the Meeting or by the Company's Secretary at the Meeting, has been
properly executed and has not been previously revoked. If no instructions are
given with respect to a specified matter to be acted upon, the proxy will be
voted in favor of such matter and in accordance with the best judgment of the
persons named as proxies in the proxy with respect to any other matter which may
properly come before the Meeting. Any person giving a proxy pursuant to this
solicitation may revoke such proxy at any time before it is voted by giving
notice to the Company in writing prior to or at the Meeting. The shares
represented by properly executed proxies not revoked will be voted on all
matters acted upon at the Meeting.

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<PAGE> 5

QUORUM REQUIREMENTS

The Company's Amended Code of Regulations provides that the holders of
Common Shares entitling them to exercise 75% of the voting power of the Company,
present in person or by proxy, shall constitute a sufficient quorum to transact
all business which is presently intended to be conducted at the Meeting. The
holders of a majority of the Common Shares represented at the Meeting, whether
or not a quorum is present, may adjourn the Meeting without notice other than by
announcement at the Meeting of the date, time and location at which the Meeting
will be reconvened.

VOTE REQUIRED

With respect to the election of directors, the three nominees receiving the
greatest number of votes at the Meeting will be elected as the directors in
Class II. See "Election of Directors" at page 4. Approval of the Nonemployee
Directors Stock Option Plan requires the affirmative vote of two thirds of the
Company's Common Shares issued and outstanding and entitled to vote at the
Meeting, whether present in person or by proxy. See "Nonemployee Directors Stock
Option Plan" at page 17. Shares represented by proxies which are marked
"abstain" on any of the proposals will be counted for the purpose of determining
the number of shares represented by proxy at the Meeting but not in support of
the proposal. Such proxies will thus have the same effect as if the shares
represented thereby were voted against those proposals marked "abstain." Shares
not voted on proxies returned by brokers will be treated as not represented at
the Meeting and will have no effect on the election of directors or the adoption
of the Nonemployee Directors Stock Option Plan.

CUMULATIVE VOTING

If notice that cumulative voting is desired is given in writing by any
shareholder to the President, a Vice President or the Secretary not less than
forty-eight hours before the time fixed for holding the Meeting, and if an
announcement of the giving of such notice is made upon the convening of the
Meeting by the Chairman or Secretary or by or on behalf of the shareholder
giving such notice, each shareholder shall have the right to cumulate such
voting power as he or she possesses at such election and to give one nominee a
number of votes equal to the number of directors to be elected multiplied by the
number of shares held by such shareholder, or to distribute such votes on the
same basis among two or more nominees, as the shareholder sees fit. If voting
for the election of directors is cumulative, the persons named in the enclosed
proxy will vote the shares represented thereby and by other proxies held by them
so as to elect as many of the three nominees named below as possible.

SOLICITATION OF PROXIES

All reasonable expenses of soliciting proxies, including the cost of
preparing, assembling and mailing this Proxy Statement and the accompanying
proxy, will be borne by the Company. In addition to solicitation by mail,
proxies may be solicited personally, by telegram, telephone or personal
interview by an officer or regular employee of the Company. The Company will pay
the standard charges of brokerage firms and other nominees or fiduciaries for
sending the proxy materials to their principals who are beneficial owners of
Common Shares and entitled to vote at the Meeting. In addition, the Company has
retained Georgeson & Company Inc. to aid in the solicitation of proxies at an
anticipated fee of approximately $6,000, plus reasonable expenses.

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<PAGE> 6

OWNERSHIP OF THE COMPANY'S COMMON SHARES

The Board of Directors of the Company has fixed the close of business on
Monday, March 1, 1994, as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting. On the record date the Company
had issued and outstanding 13,227,884 Common Shares, each of which is entitled
to one vote at the Meeting.

The following table sets forth as of March 1, 1994, information with
respect to beneficial ownership of the Company's Common Shares by any
shareholder known by the Company to beneficially own 5% or more of the Company's
outstanding Common Shares.

<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- --------------------------------- ------------------------ ----------
<S> <C> <C>
Gabelli Funds, Inc.,
GAMCO Investors, Inc.
Mario J. Gabelli
655 Third Avenue
New York, New York 10017 1,939,350(1) 14.66%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 769,000(2) 5.81%
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
Princeton Services, Inc.
Fund Asset Management, L.P.
Merrill Lynch Phoenix Fund, Inc.
250 Vesey Street
New York, New York 10281 700,000(3) 5.29%
</TABLE>

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(1) Mario J. Gabelli and various entities which he directly or indirectly
controls and for which he acts as chief investment officer reported the
ownership of such shares in a Schedule 13D dated January 26, 1993 which was
filed with the Securities and Exchange Commission.

(2) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, reported the beneficial ownership of such shares in a Schedule 13G
dated February 9, 1994 which was filed with the Securities and Exchange
Commission. All of such shares are held in portfolios of DFA Investment
Dimensions Group Inc., a registered open-end investment company, or the DFA
Group Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional serves as
investment manager. Dimensional disclaims beneficial ownership of all such
shares.

(3) Merrill Lynch & Co., Inc., Merrill Lynch Group, Inc. and Princeton Services,
Inc. (parent holding companies); Fund Asset Management, L.P. (investment
advisor); and Merrill Lynch Phoenix Fund, Inc. (investment company) reported
the beneficial ownership of such shares in a Schedule 13G dated February 14,
1994 which was filed with the Securities and Exchange Commission. Merrill
Lynch Phoenix Fund, Inc., for which Fund Asset Management, L.P. acts as
investment advisor holds the reported securities. All of the reporting
persons disclaim beneficial ownership of such shares.

3
<PAGE> 7

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

The Board of Directors is divided into three classes, two currently
consisting of three members and one consisting of four members. One class is
elected annually. The terms of the following Class II directors expire at the
Meeting: Leigh Carter, Russel B. Every and George R. Hill. For election as
directors at the Meeting, the Compensation and Organization Committee has
recommended, and the Board of Directors has approved, the nomination of Messrs.
Carter, Every and Hill, to serve as directors in Class II for the three year
term of office which will expire at the Annual Meeting of Shareholders in 1997.
Each director to be elected will serve until the term of office of Class II
expires and until the election and qualification of his successor.

It is the intention of the persons named in the enclosed form of proxy to
vote such proxy as specified and if no specification is made, to vote such proxy
for the election of Messrs. Carter, Every and Hill as Class II directors.

The Board of Directors has no reason to believe that the persons nominated
will not be available. In the event that a vacancy among such original nominees
occurs prior to the Meeting, Common Shares represented by the proxies so
appointed will be voted for a substitute nominee or nominees designated by the
Board of Directors and for the remaining nominees.

Listed below are the names of the three nominees for election to the Board
of Directors in Class II and those directors in Classes I and III who have
previously been elected to terms which will expire in 1995 and 1996,
respectively. Also listed is the year in which each first became a director of
the Company, his principal occupation, information relating to beneficial
ownership of Common Shares of the Company as of March 1, 1994, and certain other
information, based in part on data submitted by the directors and in part on the
Company's records. Except for Mr. Every, who owns 1.96%, and Mr. Schulze, who
beneficially owns 2.48%, no director, nominee or officer beneficially owns as
much as one percent of the Company's Common Shares. All directors and officers
as a group beneficially own 6.83% of the Company's Common Shares.

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<PAGE> 8

<TABLE>
<CAPTION>
NAME, AGE YEAR FIRST COMMON SHARES
PRINCIPAL OCCUPATION BECAME A BENEFICIALLY
AND BUSINESS (1) OTHER DIRECTORSHIPS DIRECTOR OWNED
- ------------------------------------- -------------------------------------- -------------
<S> <C> <C> <C>
Russel B. Every (69) Bearings, Inc. 1979 270,126
Business Consultant; Chairman of
the Executive Committee and Retired
Chairman of the Board and Chief
Executive Officer of the Company
George R. Hill (52) Mycogen Corporation 1990 15,358
Senior Vice President, The Lubrizol
Corporation (Full service supplier
of performance chemicals to
worldwide transportation and
industrial markets)
DIRECTORS WHOSE TERM EXPIRES AFTER 1994
CLASS I: TERM EXPIRES IN 1995
Francis H. Beam, Jr. (58) None 1990 15,249
President, Pepper Capital Corp.
(Venture capital firm); Retired
Vice Chairman and Regional Managing
Partner, Ernst & Young
(International accounting and
management
consulting firm)
Martin J. Cleary (58) Guardian Life Insurance 1989 30,000
President and Chief Operating Company of America
Officer, The Richard & David Jacobs
Group (Real estate developer)
John C. Dannemiller (55) Bearings, Inc. 1988 15,130
Chairman and Chief Executive Star Bank Cleveland
Officer, Bearings, Inc. Star Bank Holding Co.
(Distributor of
bearings, power transmission
components and related products)
D. Van Skilling (59) None 1989 13,966
Executive Vice President and
General Manager, TRW Information
Systems and Services, TRW
Inc.(Manufacturer of high
technology products for space,
defense, information systems, and
automotive markets)
CLASS III: TERM EXPIRES IN 1996
A. Malachi Mixon, III (53) Invacare Corporation 1990 38,187
Chairman of the Board, President The Sherwin Williams
and Chief Executive Officer, Company
Invacare Corporation (Manufacturer
and distributor of home healthcare
products)
</TABLE>

5
<PAGE> 9

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(1) Each director and nominee either has held the position shown or has had
other executive positions with the same employer or its subsidiary for more
than five years, except Mr. Every who since his retirement as Chairman of
the Board in December 1989 has been a business consultant. In furtherance of
his consulting business, Mr. Every was hired as President and Chief
Executive Officer of Sudbury, Inc., a diversified manufacturer of industrial
products, for the purpose of restructuring that company. When Sudbury, Inc.
filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in January
1992, Mr. Every was elected Chairman and a director to continue the
restructuring of that company and to find a new Chief Executive Officer. Mr.
Every's assignment with Sudbury, Inc. was concluded in August 1992, after a
plan of reorganization was confirmed and a new Chief Executive Officer was
selected.

(2) Includes the following number of Common Shares which are not owned of record
but which could be acquired by the individual within 60 days after March 1,
1994 upon the exercise of outstanding options under the Company's stock
option plans: Mr. Schulze -- 208,800, and all directors and officers as a
group -- 393,800.

(3) Includes shares held in the name of the director's spouse, minor children,
or relatives sharing his home, reporting of which is required by applicable
rules of the Securities and Exchange Commission, but as to which shares the
director may have disclaimed beneficial ownership. Unless otherwise
indicated, the listed individuals possess sole voting power and sole
investment power with respect to such shares. The figure for Mr. Schulze
includes 20,900 shares owned by his wife, as to which he has disclaimed
beneficial ownership. The figure for all directors and executive officers as
a group includes 21,000 shares the beneficial ownership of which has been
disclaimed by certain executive officers and directors.

STANDING COMMITTEES OF THE BOARD OF DIRECTORS

Each of the Committees described below reports to the Board of Directors at
the next meeting of the Board following a Committee meeting:

THE EXECUTIVE COMMITTEE: Messrs. Every (Chairman), Dannemiller, Mixon,
O'Donnell, Schulze and Skilling currently are the members of the Executive
Committee. The Executive Committee is empowered to exercise all powers of the
Board of Directors in the management and control of the business of the

6
<PAGE> 10

Company during the intervals between meetings of the Board, other than the
filling of vacancies on the Board of Directors or any of its Committees, fixing
of dividends, or entering into any acquisition or divestiture. During 1993, the
Executive Committee held no meetings.

THE AUDIT COMMITTEE: Messrs. O'Donnell (Chairman), Carter, Cleary and Hill
currently are the members of the Audit Committee, which held two meetings during
1993. The functions of the Audit Committee include recommending to the Board of
Directors the appointment of the Company's independent auditors, reviewing the
proposed audit programs (including both independent and internal audits) for
each fiscal year, the results of these audits, and the adequacy of the Company's
system of internal control. The Audit Committee also reviews the Form 10-K
annual report to the Securities and Exchange Commission and any proxy
solicitation materials. The Audit Committee meets privately with the independent
auditors and with the Company's internal auditors at each of its meetings.

THE COMPENSATION AND ORGANIZATION COMMITTEE: Messrs. Skilling (Chairman),
Beam, Dannemiller and Mixon currently are the members of the Compensation and
Organization Committee, which held three meetings during 1993. The Compensation
and Organization Committee considers all material matters relating to the
compensation policies and practices of the Company, and administers the
Company's long term incentive plans. The Committee also reviews and recommends
candidates for election to the Board of Directors and any Committee of the
Board. This Committee will consider any nominee recommended by a shareholder of
the Company. A resume of the candidate's business experience and background
should be directed in writing to the attention of the Secretary of the Company.

The Board of Directors held seven meetings in 1993. Each director attended
more than 75% of the aggregate of the meetings of the Board and the Committees
on which he served, except Messrs. Dannemiller, Mixon and Skilling who attended
60%, 50% and 70%, respectively.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company are each paid an annual
retainer of $12,500 in respect of service on the Board of Directors and any
Committee of the Board and an $800 fee for attendance at a meeting of the Board
or attendance at a Committee meeting. A director who is an employee of the
Company does not receive any fees or other remuneration for his services as a
director or a member of any Committee of the Board. The Company has established
a Deferred Compensation Plan for Nonemployee Directors, under which directors
may elect to defer annual retainer and meeting fees. Pursuant to this Plan,
deferred fees may be invested by the trustee, at a director's option, in either
a money market fund or Common Shares of the Company. If a director elects to
have such deferred compensation invested in Common Shares of the Company, such
director will receive an additional sum equal to 25% of the deferred amount.

Outside directors of the Company are provided with certain retirement and
death benefits under the Company's Outside Directors' Benefit Program (the
"Program"). All outside directors who have completed an aggregate of one year of
continuous service ("Vesting Service") are eligible to participate. The Program
generally provides for normal retirement benefits payable upon the later of
attainment of age seventy or completion of five years of Vesting Service. The
Program also contains provisions for early retirement benefits and vested
deferred retirement benefits, disability retirement benefits and survivors'
benefits upon the death of a participant.

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<PAGE> 11

Participants in the Program or their beneficiaries are eligible to receive
benefits in an amount equal to the annual retainer being paid to the participant
for service as an outside director at the time he ceases to be an outside
director, with such adjustments as are necessary based on the date of retirement
or death. Retirement or death benefits under the Program are payable for a ten
year period on a quarterly basis, commencing upon the date of retirement or
death. Either the participant, his beneficiary or the Company can elect that
such retirement or death benefits be paid in an actuarially equivalent lump sum
payment.

EXECUTIVE COMPENSATION

The summary compensation table below sets forth all compensation paid,
earned or accrued for services in all capacities to the Company and its
subsidiaries during the fiscal year ended January 1, 1994 to the Chief Executive
Officer and the four most highly compensated executive officers of the Company
whose compensation exceeded $100,000:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
COMPENSATION
-------------------- OTHER ANNUAL ---------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) STOCK OPTIONS OTHER(2)(3)
- ------------------------------------- ------- -------- ------- --------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
John B. Schulze
Chairman of the Board, 1993 $360,000 $54,000 $ -- 60,000 $ 44,321
President and Chief Executive 1992 345,000 65,000 -- 34,300 44,286
Officer 1991 325,000 48,500 -- 49,000 --

James J. Abel 1993 179,581 26,250 37,976 30,000 10,219
Executive Vice President, 1992 158,750 30,000 -- 8,100 10,110
Treasurer and Chief Financial 1991 150,127 48,600 -- 11,500 --
Officer

Charles E. Allen 1993 148,834 21,500 -- 20,000 14,771
Senior Vice President 1992 141,920 25,000 -- 8,100 14,644
1991 136,500 18,600 -- 11,500 --

Allan J. Zambie 1993 131,550 14,000 -- 12,000 16,064
Vice President, Secretary 1992 127,500 15,000 -- 4,400 15,981
and General Counsel 1991 121,503 16,000 -- 8,000 --

Melvin W. Johnson 1993 96,504 13,000 4,000 11,043
Vice President 1992 92,679 14,000 -- 2,700 12,043
1991 90,252 11,000 -- 3,800 --
</TABLE>

- ---------------

(1) The amount indicated for Mr. Abel represents the incremental cost to the
Company of providing a club initiation fee of $32,700 and club dues of
$1,082 as well as automobile lease payments, life insurance premiums and
fees for personal income tax service. While other executive officers enjoy
similar perquisites, such perquisites do not exceed 10% of such officer's
salary and bonus. Information for years prior to fiscal 1992 is not required
to be disclosed.

(2) Includes split dollar life insurance premium payments paid for Mr. Schulze,
Mr. Abel, Mr. Allen, Mr. Zambie and Mr. Johnson in 1993 of $39,824, $5,722,
$10,274, $11,667 and $9,098, respectively; and in 1992 of $39,922, $5,746,
$10,328, $11,676 and $9,128, respectively. Information for years prior to
fiscal 1992 is not required to be disclosed.

(3) Includes matching contributions equal to 50% of the first 6% of an
employee's compensation contributed to the Company's 401(k) Deferred Savings
Plan, which is available to all salaried

8
<PAGE> 12

employees. The matching contributions made by the Company under the Plan to
the accounts of: Mr. Schulze, Mr. Abel, Mr. Allen, Mr. Zambie and Mr.
Johnson in 1993 totaled $4,497, $4,497, $4,497, $4,397 and $2,703,
respectively; and in 1992 totaled $4,364, $4,364, $4,316, $4,305 and $2,915,
respectively. Information for years prior to fiscal 1992 is not required to
be disclosed.

STOCK OPTIONS

The Company has in effect the 1988 Incentive Equity Performance Plan ("1988
Plan"), pursuant to which grants and awards of various forms of equity ownership
are outstanding or available for future grants to officers and key employees of
the Company. In addition, options remain outstanding under the Company's 1978
Stock Option Plan ("1978 Plan"), which expired by its terms in 1988. Under the
1988 Plan, the Company may grant awards consisting of options to purchase Common
Shares, stock appreciation rights held in tandem with stock options, restricted
stock awards and/or deferred stock awards. All awards under the 1988 Plan are
made by the Compensation and Organization Committee.

The following table shows grants of stock options made to the executive
officers named in the Summary Compensation Table above during 1993, pursuant to
the 1988 Plan and the value of the options held by such persons at January 1,
1994. A Stock Appreciation Right was granted to one employee, not a named
executive officer, under the 1988 Plan during 1993.

OPTION GRANTS DURING FISCAL 1993

<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
- --------------------------------------------------------------------------------------- -----------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED(#) FISCAL YEAR ($/SH)(1) DATE VALUE(2)
- ----------------------- ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
John B. Schulze........ 60,000 32.35% $ 5.563 02/25/03 $ 250,800
James J. Abel.......... 30,000 16.17% 5.563 02/25/03 125,400
Charles E. Allen....... 20,000 10.78% 5.563 02/25/03 83,600
Allan J. Zambie........ 12,000 6.47% 5.563 02/25/03 50,160
Melvin W. Johnson...... 4,000 2.16% 5.563 02/25/03 16,720
</TABLE>

- ---------------

(1) Options are exercisable after February 24, 1994 and then only as follows:
1/3 when the Company's Common Stock price reaches $6.75; 1/3 when the
Company's Common Stock price reaches $7.875; and 1/3 when the Company's
Common Stock price reaches $9.00. In the event of a "change in control" or
"potential change in control" (each as defined in the 1988 Plan) of the
Company, all stock options and stock appreciation rights fully vest and
become exercisable, all restrictions and deferral limitations are lifted on
restricted and deferred stock, and any and all awards of stock may be cashed
out on the basis of the highest price paid or offered for Common Shares
during the preceding 60 day period.

(2) The present value determinations in this column were made pursuant to rules
promulgated by the Securities and Exchange Commission using a Black-Scholes
option pricing model and therefore are not intended to forecast possible
future appreciation, if any, of the Company's Common Shares. The actual
value, if any, an executive officer may realize will depend on the excess of
the stock price over the exercise price on the date the option is exercised,
so that there is no assurance that the value realized by an executive
officer will be at or near the value estimated by the Black-Scholes model.
The estimated values under that model are based on arbitrary assumptions as
to variables such as interest rates, stock price volatility and dividend
yield.

9
<PAGE> 13

The following table shows information with respect to the unexercised
options to purchase the Company's Common Shares under the 1978 and 1988 Plans
held at January 1, 1994, the Company's fiscal year end, by the executive
officers named in the Summary Compensation table above. None of such officers
exercised any options during 1993.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS HELD AT
HELD AT JANUARY 1, 1994 (#) JANUARY 1, 1994 (1)
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John B. Schulze.............. 171,650 77,150 $27,875 $ 0
James J. Abel................ 25,550 34,050 13,013 0
Charles E. Allen............. 52,550 24,050 6,593 0
Allan J. Zambie.............. 36,700 14,200 5,280 0
Melvin W. Johnson............ 37,150 8,350 22,253 0
</TABLE>

- ---------------

(1) Based on the closing price on the New York Stock Exchange -- Composite
Transactions of the Company's Common Stock on December 31, 1993 (the last
trading day in fiscal year 1993) of $4.75.

LONG TERM INCENTIVE PLAN AWARDS

The following table shows each performance unit ("Unit") awarded to the
executive officers named in the Summary Compensation Table above during 1993
under the Company's Long-Term Incentive Plan ("Long-Term Plan"). The Long-Term
Plan provides for long term incentives to be granted to key employees who have a
critical impact on the long-term performance of the Company. Performance
objectives are tied to strategic financial goals. Generally, performance
objective attainment of 75% to 125% and above will earn payments of between 50%
and 150% of the target value of the Units over a three year period. The
performance objective for the 1993 awards will be the attainment by the Company
of certain EBITDA (earnings before interest, taxes, depreciation and
amortization) target levels over the three year performance period 1993-1995.

LONG TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE OR ESTIMATED FUTURE PAYOUTS
SHARES, UNITS OTHER PERIOD UNDER NON-STOCK PRICE-BASED PLANS
OR OTHER UNTIL MATURATION -----------------------------------
NAME RIGHTS (#) OR PAYOUT THRESHOLD TARGET MAXIMUM
- ----------------------- -------------- ----------------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
John B. Schulze........ 700 01/01/93-12/31/95 $35,000 $ 70,000 $105,000
James J. Abel.......... 450 01/01/93-12/31/95 22,500 45,000 67,500
Charles E. Allen....... 250 01/01/93-12/31/95 12,500 25,000 37,500
Allan J. Zambie........ 150 01/01/93-12/31/95 7,500 15,000 22,500
Melvin W. Johnson...... 60 01/01/93-12/31/95 3,000 6,000 9,000
</TABLE>

10
<PAGE> 14

PENSION BENEFITS

The following table shows the estimated pension benefits for the executive
officers named in the Summary Compensation Table above in straight life annuity
amounts payable pursuant to The Lamson & Sessions Co. Salaried Employees'
Retirement Plan ("Lamson & Sessions Plan") upon retirement at age sixty-five
during the year 1994 based upon the formula described below (prior to the
adjustment for Social Security benefits):

<TABLE>
<CAPTION>
ANNUAL NORMAL RETIREMENT BENEFITS
FOR YEARS OF CREDITED SERVICE INDICATED(1)
AVERAGE ANNUAL -----------------------------------------------
COMPENSATION(2) 15 YEARS 20 YEARS 25 YEARS 30 YEARS
--------------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 100,000 $ 25,000 $ 33,333 $ 41,667 $ 50,000
150,000 37,500 50,000 62,500 75,000
200,000 50,000 66,667 83,333 100,000
250,000 62,500 83,333 104,167 125,000
300,000 75,000 100,000 125,000 150,000
350,000 87,500 116,667 145,833 175,000
400,000 100,000 133,333 166,667 200,000
450,000 112,500 150,000 187,500 225,000
</TABLE>

- ---------------

(1) Certain of the benefits shown in the table may in part be paid as an
operating expense outside the tax-qualified Lamson & Sessions Plan due to
the maximum annual benefit limitation of $118,800 imposed by the Employee
Retirement Income Security Act of 1974, as amended. The payment of such
benefits outside the Lamson & Sessions Plan will not, however, increase the
amount of total benefits currently provided under the Lamson & Sessions
Plan.

(2) Includes salary, overtime and bonuses, but excludes commissions.

The officers of the Company participate in the pension plans of the Company
or a division thereof for which they meet the eligibility requirements. The
pension plans generally provide for normal retirement benefits payable after
attainment of age sixty-five and contain provisions for early retirement
benefits, vested deferred retirement benefits and survivor's benefits upon the
death of a participant.

The Lamson & Sessions Plan covers the salaried employees of the Company,
other than salaried employees who are participants in the plan of the Company's
division, Midland Steel Products Co. Normal retirement benefits under the Lamson
& Sessions Plan, payable on a life annuity basis, are equal to the greater of
(a) 50% of a participant's average annual compensation based on the highest five
consecutive years during the last ten years prior to retirement less 50% of the
participant's primary Social Security benefit or (b) $3,600 times a fraction,
the denominator of which is thirty and the numerator of which is the
participant's number of years of service up to thirty.

Messrs. Schulze, Abel, Allen, Zambie and Johnson are participants in the
Lamson & Sessions Plan with 6, 3, 25, 5 and and 25 years of credited service,
respectively, thereunder. The Lamson & Sessions Plan provides credit for service
with an acquired company which maintained a pension plan and, accordingly,
fourteen of Mr. Allen's and Mr. Johnson's years of credited service are covered
under the Midland Steel Products Co. Pension Plan for Salaried Employees (the
"Midland Steel Plan") for which they have vested rights. Any benefits received
by Mr. Allen or Mr. Johnson under the Midland Steel Plan will be offset against
any benefits they will receive under the Lamson & Sessions Plan.

11
<PAGE> 15

SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS

Since 1975, the Company has had various forms of supplemental retirement
benefit agreements with certain officers and key employees of the Company who
would not have been able to achieve approximately thirty years of service on
their normal retirement date.

In March 1990, the Company entered into amended and restated supplemental
executive retirement plans with Messrs. Schulze, Allen, Zambie and Johnson and
with Mr. Abel as of January 1, 1991 (the "SERPS"). The SERPS provide that the
employee will receive, upon normal retirement, a supplemental retirement benefit
equal to the difference between (i) the amount which would have been payable to
him under the Lamson & Sessions Plan, without regard to any federal statutory
limitation on the annual amount of benefits payable under the Lamson & Sessions
Plan and the amount of compensation taken into account in calculating benefits
under the Lamson & Sessions Plan, as if he had completed thirty years of service
with the Company and (ii) the amount actually payable to him thereunder or under
any other applicable plan for which the employee meets the eligibility
requirements. The SERPS also provide for, among other things, disability
benefits and benefits in the event the employee's employment with the Company is
terminated other than for cause prior to retirement and in the event of the
employee's death prior to retirement under certain circumstances. Under the
SERPS, employees will also be reimbursed for the amount of taxes payable on
benefits received under the SERPS in the event federal tax provisions relating
to compensation paid in connection with a change in control of the Company
become applicable. The SERPS provide for forfeiture of benefits in the event an
employee is terminated for cause and in certain other circumstances.

The Company annually accrues the actuarial present value of the anticipated
costs of all such supplemental retirement benefits. Such costs are calculated on
the basis of the total group of participants, not on an individual basis, and
are prorated for active participants on the basis of the employment period until
retirement, and for retired participants on the basis of a future lifetime
calculation. The amount accrued for 1993 for the participants as a group
(including the five executive officers named in the Summary Compensation Table
above) was $457,032. Directors who are not or were not employees of the Company
or a subsidiary thereof are not eligible for such supplemental agreements.

AGREEMENTS WITH CERTAIN OFFICERS

The Company has entered into agreements with Messrs. Schulze, Abel, Allen,
Zambie and Johnson (the "Employment Agreements"), which specify certain
financial arrangements that the Company will provide upon the termination of
such individuals' employment with the Company under certain circumstances. The
form of Employment Agreement was approved by the Board of Directors in July
1988, and such agreements are intended to ensure continuity and stability of
senior management of the Company.

Each of the Employment Agreements provides that in the event of certain
defined "changes in control" of the Company, such individuals would continue
their employment with the Company in their respective then current positions for
terms ranging from two to three years following such "change in control."
Following a "change in control" each officer who is a party to an Employment
Agreement would be entitled during the ensuing period of employment to receive
base compensation and to continue to participate in incentive and employee
benefit plans consistent with past practices. Upon the occurrence of a "change
in control" followed by (i) a significant adverse change in the nature or scope
of the officer's duties or compensation, (ii) a determination by such officer
that he is unable effectively to carry out his duties and responsibilities,
(iii) relocation of the officer's principal work location to a place more

12
<PAGE> 16

than fifty miles from his principal work location immediately prior to the
"change in control", (iv) the liquidation, merger or sale of the Company (unless
the new entity assumes such agreement) or (v) a material breach of such
agreement, such officer would be entitled to resign and would be entitled to
receive a lump sum payment equal to the present value of his base compensation
and incentive compensation (based on historical experience) which would be
payable during the balance of the remaining period of employment. The officer
would also be entitled to continue to participate in employee benefit plans
consistent with past practices for the remaining period of employment provided
in his agreement. The amount of benefits which an officer may receive pursuant
to the Employment Agreements are capped to avoid any payments constituting an
"excess parachute payment" as defined in the Internal Revenue Code.

None of these agreements create employment obligations for the Company
unless a "change in control" has occurred, prior to which time the Company and
such officer each reserves the right to terminate the employment relationship.
Both before and after the occurrence of a "change in control" the Company may
terminate the employment of any of such officers for "cause".

The Company has established trust agreements pursuant to which amounts
payable under the SERPS described on page 11, the Employment Agreements and
certain expenses incurred by the officers who are parties thereto in enforcing
their rights thereunder, must be deposited by the Company in trust and expended
by the trustee for such purposes. Such trusts are revocable, but upon the
occurrence of certain "change in control" events affecting the Company, they
will become irrevocable. Such trusts are nominally funded, but the Company is
obligated to fund them fully upon the occurrence of the "change in control"
events.

INDEMNIFICATION AGREEMENTS

The Company has entered into indemnification agreements with each current
member of the Board as well as all of the Company's executive officers. Such
agreements essentially provide that to the extent permitted by Ohio law, the
Company will indemnify the indemnitee against all expenses, costs, liabilities
and losses (including attorneys' fees, judgments, fines or settlements) incurred
or suffered by the indemnitee in connection with any suit in which the
indemnitee is a party or otherwise involved as a result of his service as a
member of the Board or as an officer if the indemnitee's conduct which gave rise
to such liability meets certain prescribed standards.

COMPENSATION COMMITTEE REPORT

OVERVIEW AND PHILOSOPHY

The Compensation and Organization Committee of the Board of Directors (the
"Committee") is composed entirely of nonemployee directors and has been
delegated the responsibility of approving the cash and non-cash compensation of
all executive officers of the Company and making recommendations to the Board of
Directors with respect to the establishment of the Company's executive
compensation plans. No member of the Committee has interlocking relationships
with third parties which might be considered conflicts of interest.

In administering the various executive compensation plans, the aim of the
Committee is to attract and retain key executives critical to the long-term
success of the Company, to reward executives for meeting long-term strategic
management objectives which enhance shareholder value, to provide a balance
between annual and long-term forms of compensation and, above all, to ensure
that total compensation is performance oriented and related to Company goals and
objectives.

13
<PAGE> 17

The Committee has considered the impact of Section 162(m) of the Internal
Revenue Code, which disallows a deduction to publicly held companies for
compensation paid to any executive officer whose compensation exceeds $1 million
and has concluded that this Section will not affect compensation paid to any
executive officer in 1994.

EXECUTIVE OFFICER COMPENSATION

Each executive officer's base salary is reviewed by the Committee at the
time of the officer's annual performance review. The base salary is recommended
to the Committee by the Chairman of the Board and Chief Executive Officer (the
"Chairman") and falls within a salary range for each officer's job function
which has been established by an independent executive compensation consultant.
Typically salaries fall throughout the range and are not based on an arbitrary
percentage of the highest salary within the range. In each case, the Committee
reviews the recommendation of the Chairman and approves the salary only after
making an independent assessment of the individual executive's performance.

SHORT-TERM INCENTIVE COMPENSATION

Under the Company's Short-Term Incentive Plan, target bonuses are
established annually by the Committee for each executive officer of the Company
except for the Chairman, whose award is discretionary with the Committee.
One-half of these target bonuses is payable based on Company performance
objectives expressed in terms of earnings per share and one-half is payable on
the basis of the achievement by the individual of performance related goals and
objectives tailored to each executive officer. No payments based on Company
performance have been made since 1988. Payments will be made for the year 1994
only if at least 60% of the earnings per share target established by the
Committee is achieved.

The Committee independently assesses detailed performance reports for each
executive officer before approving the payment of any individual performance
award. All individual performance awards paid in 1994 for the year 1993 were
reduced by the Committee below amounts paid in 1993 for performance in 1992.

STOCK OPTIONS AND LONG-TERM INCENTIVE COMPENSATION

The Committee also is charged with the responsibility of administering the
Company's 1988 Incentive Equity Performance Plan under which stock options are
granted to executive officers and other key employees of the Company. The
Committee believes that stock options align the interests of the executive
officers with those of the shareholders, thereby providing a way in which the
executive officers can build a meaningful stake in the Company.

The Committee fixes the terms and the size of the grants of stock options
awarded to the executive officers without regard to the amount of options or the
expiration dates of options already held by executive officers. The size of each
grant is based on the duties, responsibilities, performance and experience of
the executive officer and his anticipated contribution to the Company. To tie
stock options more directly to performance of the Company's stock, the Committee
in 1993 changed the vesting schedule for stock options from 50% vesting one year
after the date of grant and 100% vesting after two years to a vesting schedule
under which three minimum stock price appreciation levels (20%, 40% and

14
<PAGE> 18

60% above the option price on the date of grant) must be reached as a condition
to full exercise of the option.

Since stock options and grants under the Long-Term Incentive Plan are both
forms of long-term executive compensation, grants under both plans are generally
considered at the same time. Awards under the Long-Term Compensation Plan are
made in the form of performance units payable upon the achievement of three-year
corporate goals, currently expressed in terms of earnings before interest,
taxes, depreciation and amortization. The Committee determines the goals under
which these awards are made from year to year. In no case did the Committee
approve an increase in the number of stock options granted or in the number of
performance units awarded to executive officers in 1994.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER COMPENSATION

In determining the Chairman's compensation, the Committee considered the
Company's performance and recognized that although a loss was incurred in 1993,
substantial improvements were made in the strategic positioning of the Company
and as a result, the 1993 loss was greatly reduced compared to 1992. The base
salary of the Chairman, which is determined solely by the Committee within the
salary range for the Chairman's position established by the independent
executive compensation consultant, was left unchanged for 1994 and his
Short-Term Incentive Plan award for 1993 was reduced, as it was for all other
executive officers. The Committee did, however, approve a grant to the Chairman
of the same number of stock options and an award of the same number of
performance units under the Long-Term Incentive Plan as had been approved in
1993.

COMPENSATION AND ORGANIZATION COMMITTEE

D. Van Skilling, Chairman John C. Dannemiller

Francis H. Beam, Jr. A. Malachi Mixon, III

COMPANY STOCK PERFORMANCE

The following performance graph compares the five year cumulative return
from investing $100 on December 31, 1988 in each of the Company's Common Shares,
the Standard & Poor's Electrical Equipment Index and the Standard & Poor's 500
Index, with dividends assumed to be reinvested when received.

15
<PAGE> 19

COMPARISON OF FIVE YEAR CUMULATIVE RETURN

<TABLE>
<CAPTION>
Standard &
Poor's Elec-
Measurement Period Lamson & trical Equip- Standard & Po
(Fiscal Year Covered) Sessions ment Index or's 500
<S> <C> <C> <C>
1988 100 100 100
1989 74 141 132
1990 30 130 128
1991 32 172 166
1992 44 188 179
1993 37 227 197
</TABLE>

There can be no assurances that the Company's stock performance will
continue into the future with the same or similar trends depicted in the
performance graph above. The Company does not make or endorse any predictions as
to future stock performance.

SECURITY OWNERSHIP OF MANAGEMENT

Each of the named executive officers beneficially owned the number of
Common Shares indicated opposite his name as of March 1, 1994. Except for Mr.
Schulze who beneficially owns 2.3%, none of the named executive officers
beneficially owns as much as one percent of the Company's Common Shares.

<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME OWNERSHIP(1)(2)
---------------------------------------------------------------
<S> <C>
John B. Schulze............................... 341,200
James J. Abel................................. 40,600
Charles E. Allen.............................. 90,234
Allan J. Zambie............................... 44,800
Melvin W. Johnson............................. 54,065
</TABLE>

- ---------------

(1) Includes the following number of Common Shares which are not owned of record
but which could be acquired by the individual within 60 days after March 1,
1994 upon the exercise of outstanding

16
<PAGE> 20

options under the Company's stock option plans: Mr. Schulze -- 208,800; Mr.
Abel -- 39,600; Mr. Allen -- 62,667; Mr. Zambie -- 42,900; and Mr. Johnson
-- 38,833.

(2) Includes shares held in the name of the officer's spouse, minor children, or
relatives sharing his home, reporting of which is required by applicable
rules of the Securities and Exchange Commission, but as to which shares the
officer may have disclaimed beneficial ownership. Unless otherwise
indicated, the listed individuals possess sole voting power and sole
investment power with respect to such shares. The following executive
officers disclaim beneficial ownership as indicated: Mr. Schulze -- 20,900
shares owned by his wife and Mr. Zambie -- 100 shares owned by his wife.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York and Pacific Stock Exchanges and to provide the Company with
copies of such reports.

Based solely on review of the copies of such reports furnished to the
Company, or written representation that no forms were required to be filed, the
Company believes that during the year ended January 1, 1994, all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than ten percent beneficial owners were complied with.

OTHER TRANSACTIONS AND RELATIONSHIPS

Russel B. Every, a director of the Company, is an officer, director and
shareholder of A&J Precision Co. of Detroit, Michigan and the father of A&J
Precision Co.'s president. During fiscal 1993, the Company's Midland Steel
Products Co. division purchased approximately $110,000 in machined parts from
A&J Precision Co. pursuant to competitive bids and upon terms no less favorable
to Midland Steel Products Co. than those offered by other suppliers.

NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
(PROPOSAL NO. 2)

BACKGROUND

The Board of Directors has adopted and recommends to the shareholders for
approval the Nonemployee Directors Stock Option Plan ("Plan") authorizing the
granting of options for the purchase of up to an aggregate of 60,000 shares of
Common Stock. The Plan is intended to benefit the Company and its shareholders
by allowing directors who are not current employees of the Company ("Non-
employee Directors"), to increase their financial stake in the Company through
ownership of Common Stock. There are currently nine Nonemployee Directors of the
Company. On December 31, 1993, the closing price of the Common Stock on the New
York Stock Exchange ("NYSE") was $4.75 per share.

The full text of the Plan is attached as Exhibit A to this Proxy Statement.
The material provisions of the Plan are summarized below.

SUMMARY

The Plan provides that each year on the Monday following the Annual Meeting
of Shareholders, each individual elected, reelected or continuing as a
Nonemployee Director will automatically receive a

17
<PAGE> 21

nonqualified option to purchase 1,000 shares of Common Stock. The Board of
Directors has reserved 50,000 shares of Common Stock for issuance under the
Plan. The exercise price for such options will be the average of the high and
low prices at which the Common Stock traded on the NYSE on the date of grant. If
on the Monday following the Annual Meeting of Shareholders, the Common Stock
does not trade on the NYSE, then the date of grant will be the next day trades
occur. Options become exercisable one year after the date of grant and expire
ten years after the date of grant.

Upon normal retirement as of the Annual Meeting of Shareholders after a
director's 70th birthday, options granted to a Nonemployee Director will
continue to become exercisable and must be exercised within 36 months of
retirement. Upon the death of a Nonemployee Director, his or her legal
representative or heirs will have twelve months within which to exercise those
options which were exercisable at the time of death.

In the event that an individual ceases to serve as a Nonemployee Director
for any reason other than retirement or death, only those options exercisable on
the date of termination will be exercisable. Such options may be exercised
within ninety days after termination.

In the event of a "change in control" or upon a "potential change in
control" (each as defined in the Plan) of the Company, all stock options fully
vest and become exercisable.

The Plan will become effective upon the approval of the Company's
shareholders and will terminate, for purposes of granting further options, on
April 22, 2000 unless terminated earlier by the Board of Directors or extended
by the Board with the approval of the shareholders. The Plan will be
administered by the Board of Directors.

FEDERAL INCOME TAX CONSEQUENCES

The grant of a stock option will not result in federal income tax
consequences to either the Company or the optionee. However, upon exercise of
such option, the optionee generally will realize ordinary income measured by the
excess of the then fair market value of the shares acquired upon exercise of the
option over the option price. The Company will be entitled to a deduction for
the corresponding amount if and to the extent that the amount is an ordinary and
necessary expense and satisfies the test of reasonable compensation.

VOTE REQUIRED FOR APPROVAL OF
THE NONEMPLOYEE DIRECTORS STOCK OPTION PLAN

The approval of the Nonemployee Directors Stock Option Plan requires the
affirmative vote of the holders of two-thirds of the Common Shares issued and
outstanding and entitled to vote at the Meeting, whether present in person or by
proxy.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.

NEW PLAN BENEFITS

Inasmuch as only Nonemployee Directors are eligible to receive options
under the Plan, the following table shows information regarding benefits which
would have been received by Nonemployee Directors only, assuming the Plan was in
effect as of January 1, 1994.

18
<PAGE> 22

NONEMPLOYEE DIRECTORS STOCK OPTION PLAN

<TABLE>
<CAPTION>
NUMBER
OF SHARES
---------
<S> <C>
Non-Executive Director Group.................................... 9,000
</TABLE>

INDEPENDENT AUDITORS

For many years the firm of Ernst & Young, Cleveland, Ohio, has served as
independent auditors to the Company. In March 1993, Ernst & Young was
reappointed by the Board of Directors of the Company, on the recommendation of
the Audit Committee, as the Company's independent accountants for the fiscal
year ended January 1, 1994. Representatives of Ernst & Young are expected to be
present at the Meeting and will have the opportunity to make a statement if they
so desire. They are expected to be available to respond to proper questions
regarding the independent auditors' responsibilities.

SHAREHOLDER PROPOSALS

Any shareholder proposal intended to be presented at the Annual Meeting of
Shareholders to be held in April 1995, must be received by the Company's
Secretary at its principal office in Cleveland, Ohio, not later than November
28, 1994, for inclusion in the Company's Proxy Statement and form of proxy
relating to the 1995 Annual Meeting of Shareholders. Each proposal submitted
should be accompanied by the name and address of the shareholder submitting the
proposal and the number of Common Shares owned. If the proponent is not a
shareholder of record, proof of beneficial ownership should also be submitted.
All proposals must be a proper subject for consideration and comply with the
proxy rules of the Securities and Exchange Commission.

OTHER MATTERS

The Board of Directors of the Company is not aware of any matter to come
before the Meeting other than as herein presented. However, if any other matter
is properly brought before the Meeting the persons appointed as proxies in the
accompanying proxy will have discretion to vote or act thereon according to
their best judgment.

The Company's 1993 Annual Report, including financial statements, has been
mailed contemporaneously with this Proxy Statement.

By Order of the Board of Directors.

ALLAN J. ZAMBIE
Secretary

19
<PAGE> 23

EXHIBIT A

NONEMPLOYEE DIRECTORS STOCK OPTION PLAN

The Nonemployee Directors Stock Option Plan ("Plan") is established to
attract, retain and compensate for service highly qualified individuals who are
not current employees of The Lamson & Sessions Co. ("Company") as members of the
Board of Directors and to enable them to increase their ownership in the
Company's Common Stock. The Plan will be beneficial to the Company and its
stockholders since it will allow these directors to have a greater personal
financial stake in the Company through the ownership of Company stock, in
addition to underscoring their common interest with shareholders in increasing
the long term value of the Company stock.

1. ELIGIBILITY

All members of the Company's Board of Directors who are not current
employees of the Company ("Nonemployee Directors") are eligible to participate
in this Plan.

2. OPTIONS

Only a nonqualified stock option ("NQSO") may be granted under this Plan.

3. SHARES AVAILABLE

(a) Number of Shares Available: There are hereby reserved for issuance
under this Plan 60,000 shares of Common Stock, without par value,
which may be authorized but unissued shares or treasury shares.

(b) Recapitalization Adjustments: In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares,
merger, consolidation, rights offering, or any other change in
corporate structure affecting the Common Stock, a substitution or
adjustment shall be made in the aggregate number of shares reserved
for issuance under this Plan, in the number and option price of shares
subject to outstanding NQSO's under this Plan and in the number of
shares to be covered by options awarded under Section 4 hereof as may
be determined to be appropriate by the Board of Directors, provided
that the number of shares subject to any award shall always be a whole
number.

4. ANNUAL GRANT OF NONQUALIFIED STOCK OPTIONS

Each year on the Monday following the Company's Annual Meeting of
Shareholders, each individual elected, reelected or continuing as a Nonemployee
Director shall automatically receive a NQSO covering 1,000 shares of Common
Stock. If Common Stock is not traded on the New York Stock Exchange ("NYSE") on
any date a grant would otherwise be awarded, then the grant shall be made the
next day thereafter on which Common Stock is so traded.

5. OPTION PRICE

The price of the NQSO shall be the mean between the highest and lowest
selling price, regular way of the Common Stock on the NYSE on the date of the
grant.

A-1
<PAGE> 24

6. OPTION PERIOD

A NQSO granted under this Plan shall become exercisable one year after date
of grant and shall expire ten years after date of grant ("Option Period").

7. PAYMENT

A NQSO may be exercised only upon payment to the Company in full of the
NQSO price of the shares. Such payment shall be paid in cash or in Common Stock
already owned by the Nonemployee Director for more than six months, or in a
combination of cash and such Common Stock. The sum of the cash and the fair
market value of such Common Stock on the date of exercise shall be equal to the
aggregate purchase price of the shares to be delivered.

8. TERMINATION OF SERVICE

Upon termination of service as a Nonemployee Director (for reasons other
than retirement, as herein-after defined, or death), only those NQSO's
immediately exercisable at the date of termination of service shall be
exercisable by the optionee. Such NQSO's must be exercised within 90 days of
termination of service (but in no event after the expiration of the Option
Period) or they shall be forfeited.

9. RETIREMENT

Upon retirement as a Nonemployee Director, all NQSO's shall continue to
become exercisable as if such director had not retired. Such NQSO's must be
exercised within 36 months of retirement (but in no event after the expiration
of the Option Period) or they shall be forfeited. Mandatory retirement for
directors occurs on the date of the Annual Meeting of Shareholders following a
director's 70th birthday.

10. DEATH

Upon the death of a Nonemployee Director, only those NQSO's which were
exercisable on the date of death shall be exercisable by his or her legal
representatives or heirs. Such NQSO's must be exercised within 12 months from
date of death (but in no event after the expiration of the Option Period) or
they shall be forfeited.

11. CHANGE IN CONTROL PROVISIONS

(a) Impact of Event. In the event of a "Change in Control" as defined in
Section 11(b) any or all NQSOs awarded under this Plan not previously
exercisable and vested shall become fully exercisable and vested.

(b) Definition of "Change in Control". For purposes of Section 11(a), a
"Change in Control" means the happening of any of the following:

(i) The Company is merged or consolidated or reorganized into or with
another corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than a majority of the combined voting
power of the then-outstanding securities of such corporation or person
immediately after such transaction are held in the aggregate by the holders
of Voting Stock (as that term is hereafter defined) of the Company
immediately prior to such transaction;

A-2
<PAGE> 25

(ii) The Company sells or otherwise transfers all or substantially
all of its assets to any other corporation or other legal person, and less
than a majority of the combined voting power of the then-outstanding
securities of such corporation or person immediately after such sale or
transfer is held in the aggregate by the holders of Voting Stock of the
Company immediately prior to such sale or transfer;

(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report), each as promulgated pursuant to
the Securities Exchange Act of 1934, as amended ("Exchange Act"),
disclosing that any person (as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial
owner (as the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of
securities representing 15% or more of the combined voting power of the
then-outstanding securities entitled to vote generally in the election of
directors of the Company ("Voting Stock");

(iv) The Company files any report, proxy statement or other document
with the Securities and Exchange Commission pursuant to the Exchange Act or
any rules or regulations presently in effect or hereafter promulgated under
such Act disclosing that a Change in Control of the Company has or may have
occurred or will or may occur in the future pursuant to any then-existing
contract or transaction; or

(v) If during any period of two consecutive years, individuals who at
the beginning of any such period constitute the Board of Directors cease
for any reason to constitute at least a majority thereof, unless the
election, or the nomination for election by the Company's shareholders, of
each member of the Board of Directors first elected during such period was
approved by a vote of at least two-thirds of the Board of Directors then
still in office who were members of the Board of Directors at the beginning
of any such period.

Notwithstanding the foregoing provisions of Section 11(b)(iii) or 11(b)(iv)
thereof, a Change in Control shall not be deemed to have occurred for purposes
of Section 11(a) solely because (i) the Company, (ii) an entity in which the
Company directly or indirectly beneficially owns 80% or more of the voting
securities, or (iii) any Company-sponsored employee stock ownership plan or any
other employee benefit plan of the Company, either files or becomes obligated to
file a report or a proxy statement under or in response to Schedule 13D,
Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) under the Exchange Act, disclosing beneficial ownership
by it of shares of Voting Stock, whether in excess of 15% or otherwise, or
because the Company reports that a Change in Control of the Company has or may
have occurred or will or may occur in the future by reason of such beneficial
ownership.

12. ADMINISTRATION AND AMENDMENT OF THE PLAN

This Plan shall be administered by the Board of Directors of the Company.
This Plan may be terminated or amended by the Board of Directors as they deem
advisable. No amendment may revoke or alter in a manner unfavorable to the
optionees any NQSO's then outstanding, nor may the Board amend this Plan without
shareholder approval where the absence of such approval would cause the Plan to
fail to comply with Rule 16b-3 under the Exchange Act, or any other requirement
of applicable law or regulation. A NQSO may not be granted under this Plan after
April 22, 2000 but NQSO's granted prior to that date shall continue to become
exercisable and may be exercised according to their terms.

A-3
<PAGE> 26

13. NONTRANSFERABILITY

No NQSO granted under this Plan is transferable other than by will or the
laws of descent and distribution. During the optionee's lifetime, a NQSO may
only be exercised by the optionee or the optionee's guardian or legal
representative.

14. COMPLIANCE WITH SEC REGULATIONS

It is the Company's intent that the Plan comply in all respects with Rule
16b-3 of the Exchange Act as in effect after May 1, 1991 and any regulations
promulgated thereunder. All grants and exercises of NQSO's under this Plan shall
be executed in accordance with the requirements of Section 16 of the Exchange
Act, as amended, and any regulations promulgated thereunder.

15. MISCELLANEOUS

Except as provided in this Plan, no Nonemployee Director shall have any
claim or right to be granted a NQSO under this Plan. Neither the Plan nor any
action thereunder shall be construed as giving any director any right to be
retained in the service of the Company.

16. EFFECTIVE DATE

This Plan shall be effective April 22, 1994 or such later date as
shareholder approval is obtained.

A-4
<PAGE> 27

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS.
PASTE L & S LOGO HERE
The undersigned hereby appoints C. E.
Allen, J. J. Abel and A. J.
25701 Science Park Drive
Zambie, and each of them, as proxies,
each with the power to
Cleveland, Ohio 44122
appoint his substitute, and hereby
authorizes them to represent and to
vote, as designated below, all the
Common Shares of The
P
R Lamson & Sessions Co. held of record by
O the undersigned on March 1, 1994, at
X the annual meeting of shareholders to
Y be held on April 22, 1994 or any
adjournment thereof.

-----------------------------
1. ELECTION OF DIRECTORS:
FOR ALL NOMINEES LISTED BELOW* / / WITHHOLD
AUTHORITY / /
to vote for all
nominees listed below

Russel B. Every, George R. Hill, Leigh Carter
*To withhold authority to vote for any individual nominee
listed above, write that nominee's name on the space provided
below.

-------------------------------------------------------------------

2. A proposal to approve the adoption of the Nonemployee Directors
Stock Option Plan.
FOR / / AGAINST / / ABSTAIN / / approval of Proposal 2.

3. In their discretion, the persons named as proxies above are
authorized to vote upon any other matter as may properly come
before the annual meeting or any adjournment thereof.

(Continued and to be signed on the other side)

PROXY NO. (proxy -- continued from other side) NO. OF SHARES

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR THE ELECTION OF
DIRECTORS AND FOR APPROVAL OF THE NON-EMPLOYEE DIRECTORS STOCK OPTION
PLAN.

Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title or capacity. If a
corporation, please sign in corporate name by authorized officer and give
title. If a partnership, please sign in partnership name by authorized person.

DATED , 1994

----------------------------------
Signature

----------------------------------
Second signature if held jointly

PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED
ENVELOPE