<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 1, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-313
T H E L A M S O N & S E S S I O N S C O.
---------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Ohio 34-0349210
- - ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
25701 Science Park Drive
Cleveland, Ohio 44122-9803
- - ---------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
216/464-3400
----------------------------------------------------
(Registrant's telephone number, including area code)
- - -----------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of October 31, 1994 the Registrant had outstanding 13,270,284 common shares.
- 1 -
<PAGE> 2
PART I
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF EARNINGS (Unaudited)
The Lamson & Sessions Co. and Subsidiaries
(Dollars in thousands, except per share amounts.)
<TABLE>
<CAPTION>
Third Quarter Ended Nine Months Ended
---------------------------- ----------------------------
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Net sales $ 79,048 $ 70,537 $ 217,592 $ 194,200
Cost of products sold 64,887 59,547 179,148 164,032
--------- --------- ---------- ----------
GROSS MARGIN 14,161 10,990 38,444 30,168
Selling, general and
administrative expenses 10,267 8,364 29,781 26,507
Earthquake expenses 520
--------- --------- ---------- ----------
OPERATING EARNINGS 3,894 2,626 8,143 3,661
Interest 1,784 1,217 4,974 4,269
EARNINGS (LOSS) FROM CONTINUING OPERATIONS 2,110 1,409 3,169 (608)
Loss on Discontinued Operations (Note C) (2,073) (9,930) (3,275)
--------- --------- ---------- ----------
NET EARNINGS (LOSS)
$ 2,110 $ (664) $ (6,761) $ (3,883)
======== ========= ========== ==========
EARNINGS (LOSS) PER COMMON SHARE
--------------------------------
Continuing Operations $ .16 $ .11 $ .24 $ (.05)
Discontinued Operations (.16) (.75) (.24)
--------- --------- ---------- ----------
$ .16 $ (.05) $ (.51) $ (.29)
========= ========= ========== ==========
AVERAGE COMMON SHARES 13,238 13,211 13,232 13,207
========= ========= ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited)
- 2 -
<PAGE> 3
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Unaudited)
The Lamson & Sessions Co. and Subsidiaries
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Year End Ended
---------------------------------------------------------
1994 1993 1993
---------------------------------------------------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,299 $ 1,188 $ 993
Accounts receivable 46,112 34,729 44,195
Inventories:
Finished goods and work-in-process 41,879 39,317 40,017
Raw materials and supplies 5,279 4,031 2,800
------------ ------------ ------------
47,158 43,348 42,817
Prepaid expenses and other 2,677 4,577 3,563
------------ ------------ ------------
TOTAL CURRENT ASSETS 97,246 83,842 91,568
OTHER ASSETS 6,905 9,148 10,526
NET ASSETS HELD FOR SALE (NOTE C) 3,742 17,555 18,462
PROPERTY, PLANT AND EQUIPMENT 114,235 113,126 110,583
Less allowances for depreciation and amortization 59,780 55,285 53,304
------------ ------------ ------------
54,455 57,841 57,279
------------ ------------ ------------
$ 162,348 $ 168,386 $ 177,835
============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 27,909 $ 19,408 $ 19,121
Accrued expenses and other liabilities 26,669 23,361 22,865
Taxes 3,516 3,064 3,566
Current maturities of long-term debt 3,005 2,435 6,971
------------ ------------ ------------
TOTAL CURRENT LIABILITIES 61,099 48,268 52,523
LONG-TERM DEBT 49,143 62,730 65,426
POSTRETIREMENT BENEFITS AND OTHER LONG-TERM LIABILITIES 41,741 41,562 37,255
SHAREHOLDERS' EQUITY
Common shares 1,324 1,322 1,322
Other Capital 72,505 72,412 72,412
Retained earnings (deficit) (53,815) (47,054) (45,146)
Pension adjustment (9,649) (10,854) (5,957)
------------ ------------ ------------
10,365 15,826 22,631
------------ ------------ ------------
$ 162,348 $ 168,386 $ 177,835
============ ============ ============
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited)
- 3 -
<PAGE> 4
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
The Lamson & Sessions Co. and Subsidiaries
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
--------------------------
1994 1993
--------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings (loss) from continuing operations $ 3,169 $ (608)
Adjustments to reconcile net earnings (loss) from continuing operations to
cash used by continuing operations:
Depreciation and amortization 6,327 6,084
Net change in working capital accounts:
Accounts Receivable (11,383) (13,764)
Inventories (3,810) 7,175
Prepaid expenses and other 1,900 1,594
Other current liabilities 10,984 1,687
Net change in other long-term items (700) (3,070)
---------- ----------
Cash provided (used) by continuing operations 6,487 (902)
Net earnings (loss) from discontinued operations (9,930) (3,275)
Change in net assets (2,399) (2,113)
Non-cash expenses 4,903
---------- ----------
Cash used by discontinued operations (7,426) (5,388)
---------- ----------
CASH USED BY OPERATING ACTIVITIES (939) (6,290)
INVESTING ACTIVITIES
Proceeds from sale of discontinued operation 18,077
Proceeds from sale of property, plant and equipment 2,550
Purchases of property, plant and equipment (4,105) (3,841)
---------- ----------
CASH PROVIDED (USED) BY INVESTING ACTIVITIES 13,972 (1,291)
FINANCING ACTIVITIES
Net change in secured credit agreement 6,674 12,791
Payments on long-term borrowing and capital lease obligations (19,691) (5,444)
Exercise of stock options 95 70
---------- ----------
CASH (USED) PROVIDED BY FINANCING ACTIVITIES (12,922) 7,417
INCREASE (DECREASE) IN CASH 111 (164)
Cash at beginning of year 1,188 1,157
---------- ----------
CASH AT END OF THE PERIOD $ 1,299 $ 993
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited).
- 4 -
<PAGE> 5
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation of the results of operations have been included. Certain 1993
amounts have been reclassified to conform with 1994 classifications.
NOTE B - LITIGATION
In 1992, the present owner of property sold by the Company in 1978, filed a
complaint against the Company seeking reimbursement for certain costs related
to environmental remediation of the site. All but one of the claims have been
dismissed. Management believes that the final resolution of this matter will
not have a material adverse effect on the Company's consolidated financial
position.
NOTE C - DISCONTINUED OPERATIONS
The Company completed the sale of its Midland Steel Products Division on May
27, 1994. The Company sold substantially all of the assets and certain
liabilities for approximately $18,077,000, resulting in a loss of $9,930,000
after related costs and expenses. Included in the costs and expenses are
contractual obligations related to employee benefit plans and environmental
costs for which the Company believes adequate reserves have been provided. The
discontinued operation had sales of $23,337,000 and $30,053,000 and losses of
$2,120,000 and $3,275,000 in the first nine months of 1994 and 1993,
respectively. Included in each first nine months' loss was interest of
$1,377,000 allocated on the basis of the Company's incremental borrowing rate
applied on the anticipated net proceeds from the sale. The assets held for
sale at the end of the first nine months of 1994 represent land and buildings
pending final determination of the purchase price.
- 5 -
<PAGE> 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
REVENUES
Revenues from continuing operations increased by 12% in the nine months and
third quarter of 1994 over the comparable 1993 periods. All four of the
Company's core business units experienced higher average selling prices and an
improved mix of higher margin product sales in both periods contributed to
greater revenues. The aerospace fastener unit facility revenues also had
approximate increases of 14% and 22% in the nine months and third quarter of
1994, respectively, which resulted primarily from shipments of past due orders
due to previous operating difficulties that have been resolved.
MARGINS
Gross profit margins improved 14% and 15% to 17.7% and 17.9% in the 1994 nine
months and third quarter, respectively, reflecting stronger end- market pricing
and manufacturing efficiencies in both the industrial construction and
aerospace fastener unit.
EXPENSES
Selling, general and administrative expenses increased in the 1994 periods due
to higher commission expenses related to the increased product sales while the
1993 period reflected several expense credits. In the third quarter of 1994,
higher interest rates resulted in an increase in the overall cost of debt
service which was partially offset by lower average borrowings as a result of
the receipt of proceeds from the sale of discontinued operations. The lower
interest expense in the 1993 third quarter came from interest income related to
a federal tax refund. The Company has net operating loss carryforwards which
will reduce future income tax expense.
CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES
The strengthening profitability helped fund the working capital requirements.
The Company has adequate liquidity and credit availability to fund its
operations, and its cash flow will be augmented by management's strong emphasis
on reducing working capital investment which should further reduce debt levels
by year end.
OUTLOOK
Our core businesses are influenced by the level of activity in the construction
markets. The continuing strength in industrial and commercial construction
spending will benefit the core business units serving these markets. While
weather factors may have a significant effect on the operating performance for
the balance of the year, the Company believes operating results for the fourth
quarter of 1994 will significantly improve upon the same quarter of the prior
year.
- 6 -
<PAGE> 7
PART II
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
10 Separation Agreement between the Company and
Allan J. Zambie dated July 31, 1994.
27 Financial Data Schedule
(b) Reports on Form 8-K - There were no reports on Form 8-K
filed for the three months ended October 1, 1994.
- 7 -
<PAGE> 8
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE LAMSON & SESSIONS CO.
------------------------
DATE: November 14, 1994 By /s/ James J. Abel
------------------- -------------------------------
James J. Abel
Executive Vice President,
Secretary, Treasurer
and Chief Financial Officer
- 8 -
<PAGE> 9
EXHIBIT INDEX PAGE NO.
10 Separation Agreement between the Company and Allan J. Zambie
dated July 31, 1994.
27 Financial Data Schedule
- 9 -
<PAGE> 1
July 27, 1994
Mr. Allan J. Zambie
2953 Litchfield Road
Shaker Hts., OH 44120
Dear Allan:
As recently discussed, The Lamson & Sessions Co., hereby accepts your
resignation as Vice President, Secretary and General Counsel effective August
1, 1994. Conditional upon the receipt of a signed copy of the enclosed
Separation Agreement and Release (Exhibit A) as well as other documents
referred to herein, the Company will provide you with the following severance
package, which is greater than and in lieu of that to which you would otherwise
be entitled, by reason of your resignation:
* Provide you with severance pay by making payments to you
equal to your salary at its current level, less applicable
local, state and federal tax obligations, bi-monthly and on a
direct deposit basis through July 31, 1995. Your entitlement
hereto shall not be governed by any duty to mitigate damages
by seeking further employment nor offset by any compensation
which you may receive from future employment for the first
six months. All severance pay beyond the first six months
will be governed by a duty to mitigate damages by seeking
further employment and offset by any compensation which you
may receive from full-time regular employment coterminous
to this period, and not from consulting or legal fees derived
from the private practice of law.
* Permit the continued use of your Company leased vehicle
through September 30, 1994. You may elect to purchase the
vehicle for market value or depreciated book value whichever
is less.
* Continue your Group Life Insurance (CIGNA) in the amount of
$50,000 for six months through January 31, 1995.
* Continue your Group Accidental Death & Dismemberment Insurance
(CIGNA) in the amount of $200,000 for six months through
January 31, 1995.
<PAGE> 2
Mr. Allan Zambie
Page Two
July 27, 1994
* Continue to pay your current authorized club membership
(Cleveland Skating Club) for six (6) months through January,
1995.
* Continue your Split Dollar Life Insurance (Pacific Mutual) in
the amount of $304,000 through 12/31/94. At the end of this
period, you may continue the policy in force by making
premium payments directly to the insurance carrier. Ms.
Linda Cahill (216-328-1300) of The Benefits Group will
contact you prior to 12/31/94 to determine whether you wish
to continue this insurance and make appropriate arrangements.
* Continue your Group Health and Dental Coverage through July
31, 1994. Please be advised of your right to continue your
benefits (Medical and Dental) beyond this date under Federal
Law. IF YOU ELECT TO CONTINUE YOUR COVERAGE UNDER THIS
OPTION, THE COMPANY WILL PAY THE FULL PREMIUM FOR THE FIRST
SIX (6) MONTHS OF THE 18 MONTH CONTINUATION PERIOD (THROUGH
JANUARY 31, 1995). PLEASE REFER TO THE ENCLOSED NOTICE FOR
DETAILED INFORMATION CONCERNING THIS OPTION. NOTE, IN ORDER
FOR YOUR COVERAGE TO BE EXTENDED BEYOND JULY 31, 1994, YOU
MUST COMPLETE AND RETURN THE ELECTION FORM INCLUDED WITH THE
ENCLOSED NOTICE.
You should note that your coverage as well as dependent coverage under the
following Plans will terminate as follows:
* Long Term Disability Insurance coverage will be terminated
effective August 1, 1994. No conversion privilege is
available under this Plan.
* Your voluntary participation in the High Limit Group Accident
Insurance Plan will be terminated effective August 1, 1994.
You may convert a portion of the Accident Insurance provided
to you under the Group Plan. A minimum of $10,000 and a
maximum of $100,000 may be converted. Enclosed is a form for
your use in converting this insurance to a personal policy.
Please complete the form and return it to CNA at the address
shown on the form. CNA will then provide you with a brochure
which describes the coverage and cost of the conversion
insurance. You have 31 days from the date your coverage
terminates to apply for conversion.
<PAGE> 3
Mr. Allan Zambie
Page Three
July 27, 1994
Finally, following is a summary of the status of your participation and options
under The Lamson & Sessions Co. Deferred Savings Plan (401-K), and The Lamson &
Sessions Co. Salaried Employees Retirement Plan.
* Your contributions and the Company's matching contribution to
The Lamson & Sessions Co. Deferred Savings Plan (401-K) will
cease effective August 1, 1994. Our payroll section will be
instructed to discontinue the deduction for your contribution
to this Plan effective with the first severance payment you
receive. Information concerning your withdrawal options, as
well as the forms and procedures required to withdraw the
proceeds from your account, will be provided to you by Lucy
Andreano shortly.
* As a participant in The Lamson & Sessions Co. Salaried
Employees' Retirement Plan with over 5 years of service upon
termination of employment, you are entitled to a vested
retirement benefit at age 65. We are in process of
calculating your vested benefit and this will be forwarded to
you via separate letter in the near future.
* As a participant in The Lamson & Sessions Co. Supplemental
Executive Retirement Plan (SERP), you are entitled to a
benefit from this Plan commencing August 1, 1994. At age 65
the amount of this benefit will be reduced by the amount
payable from Lamson & Sessions Salaried Employees' Retirement
Plan. Information regarding the amount of this benefit and
the options available will be provided by Lucy Andreano.
If you have any questions, please advise.
Sincerely,
Charles E. Allen
Charles E. Allen
Sr. Vice President
CEA:dk
cc: R.E. House
<PAGE> 4
EXHIBIT A
LAMSON & SESSIONS
SEPARATION AGREEMENT AND RELEASE
--------------------------------
This will constitute an agreement between you and The Lamson & Sessions Co.
(the "Company"). Effective August 1, 1994 the Company accepts your resignation
as Vice President, Secretary and General Counsel on the following terms and
conditions:
1. SEVERANCE PAY AND BENEFITS. The terms under which the Company
agrees to pay severance pay and benefits are as set forth in a letter to you
dated July 26, 1994 (the "Severance and Benefit Letter"), to which this
Separation Agreement and Release is an Exhibit incorporated by reference and
made a part thereof. Certain grants of stock options made to you under the
1988 Incentive Equity Performance Plan listed on Exhibit B hereto may be
exercised by you within three months of the date of your resignation, as
required by the terms of the plan under which the grant was made.
2. CONFIDENTIAL INFORMATION. In consideration for the payments
called for by this Agreement, you agree that, for a period of two years from
the date of this Agreement, you will continue to treat as confidential and will
not without the prior written consent of the Company disclose, divulge,
discuss, copy, take from Company premises, or otherwise use or suffer to be
used, in any manner whatsoever (contrary to the interests of, the Company or
its customers or suppliers), any Confidential Information. For purposes of
this Agreement, "Confidential Information" includes any and all information
completed or obtained by or furnished to you (or to which you had access)
during your active service with the Company which is not otherwise publicly
available and relates to:
(a) information in connection with the current or future operations
of the business of the Company, including without limitation five-year plans,
financial data or conditions, acquisition and divestiture plans or analysis or
strategies for the Company, actual or contemplated candidates for acquisition
or divestiture, forecasts, projects, customer or supplier lists or contracts,
pricing, methods of operation, manuals, market plans, inventions, ideas,
manufacturing methods, product research or engineering data or other trade
secrets or confidential information of the Company;
(b) customer and supplier information furnished to or obtained by
the Company on a confidential basis, including, without limitation, any and all
information obtained from, on behalf of, or concerning, any past, present or
future customer or supplier of the Company regarding financial condition,
research of any kind, product development, product introduction or
modification, or markets; and
(c) any other information material to the present or future
competitive, operating, financial, legal, or regulatory position of the
Company.
You acknowledge that all such Confidential Information is the exclusive
property of the Company or its customers or suppliers, respectively. You
further expressly agree and understand that any violation of this paragraph is
likely to result in immediate and irreparable harm to the Company for which any
remedy at law will be inadequate and not readily susceptible to being measured
in monetary terms. Accordingly, you agree that the Company will be entitled to
injunctive and other appropriate equitable relief and if the court so permits,
may obtain a temporary order restraining any threatened or further breach.
Such relief shall be in addition to any other relief to which the company may
be entitled at law or in equity. Any covenant on your part contained in this
Agreement, which may not be specifically enforceable, shall nevertheless, if
breached, give rise to a cause of action for monetary damages. The Company
acknowledges that nothing in this Agreement shall prevent you from seeking and
taking employment with any person, firm or corporation, without limitation.
<PAGE> 5
2
3. CONFIDENTIALITY AND INTENT TO BE BOUND. Except to the extent
that this Agreement becomes publicly available because of a legal requirement
that it be filed with a government agency, and except to the extent that you
may advise a prospective employer or others that you are subject to the
confidentiality restrictions in paragraph 2 hereof, all provisions of this
Agreement and the circumstances giving rise hereto are and shall remain
confidential and shall not be disclosed by either party to any person not a
party hereto, except as necessary to carry out the provisions of this
Agreement, as may be required by law. You acknowledge that you have read this
Agreement, fully understand its terms and enter into this Agreement freely and
voluntarily and intending to be bound hereby. After carefully considering the
nature and extent of the restrictions upon you and the rights and remedies
conferred upon the Company under paragraph 2 hereof, you acknowledge and agree
that the same are reasonable, are designed to protect the Company against
unfair competition and are fully required to protect the legitimate interest of
the Company. You further acknowledge that (a) you have been advised to consult
with an attorney before executing this Agreement, (b) you have a period of 21
days within which to consider this Agreement, (c) for a period of seven days
following the execution of this Agreement you have the right to revoke the
Agreement and (d) that the Agreement shall not become effective or enforceable
until the revocation period has expired. You further understand and
acknowledge that your severance pay and benefits will be discontinued if this
Agreement is not signed within the statutory periods referred to in the
preceding sentence.
4. LITIGATION. You agree to cooperate fully with the Company and
its counsel with respect to any present or future actual or threatened
litigation or administrative proceeding involving the Company or its officers,
directors, agents, employees, successors or assigns and relating to events or
conduct which occurred during the period of your service with the Company.
This cooperation shall include but not be limited to (a) making yourself
reasonably available for interviews and discussions with the Company's counsel
as well as for depositions and trial testimony, (b) if depositions or trial
testimony are to occur, making yourself reasonably available and cooperating in
the preparation for them as and to the extent that the Company or the Company's
counsel reasonably request, (c) refraining from impeding in any way the
Company's prosecution or defense of such litigation or administrative
proceeding, and (d) cooperating fully in the development and presentation of
the Company's prosecution or defense of such litigation or administrative
proceeding. You shall be reimbursed by the Company for reasonable travel,
telephone and similar expenses incurred in connection with such cooperation,
which the Company shall endeavor to schedule at times not conflicting with the
requirements of any future employer, and you shall not unreasonably withhold
your availability for such cooperation.
5. RELEASE. In consideration of payment of severance pay and
benefits outlined in the Severance and Benefit Letter, you, for yourself and
your heirs, executors, administrators, assigns and legal representative, hereby
release and forever discharge the Company and its officers, directors, agents,
employees, shareholders, successors, or assigns (collectively, the "Company
Releasees") from all claims, demands, damages, actions and/or causes of action
whatsoever, which you now have or may hereafter have against the Company
Releasees, on account of any matter, whether known or unknown to you and
whether or not previously disclosed to the Company Releasees, including but not
limited to (a) any and all claims, including claims for attorneys' fees, causes
of action, duties, proceedings, damages or demands arising out of your active
service with the Company or the termination thereof; (b) any and all claims,
demands and causes of action, including but not limited to all claims of
discrimination on the basis of sex, race, age, national origin, religion, or
disability under Title VII of the Civil Rights Act of 1964, as amended, the Age
Discrimination in Employment Act of 1967, as amended, the Fair Labor Standards
Act of 1938, as amended, the Americans with Disabilities Act and comparable
state and local laws; and (c) any and all claims, demands and causes of action,
including but not limited to claims of unjust discharge or breach of contract,
or for retirement or severance or other termination pay. You further agree not
to file or cause or permit to be filed on your behalf any such claim. This
release shall not, however, apply to the obligations of either party arising
under this Agreement on or after the date of this Agreement. You further
understand and agree that no representations, promises or inducements have been
made by the Company Releasees other than as appear in this Agreement.
<PAGE> 6
3
The Company for itself and its successors and assigns, hereby releases and
forever discharges you and your heirs, executors, administrators and assigns
(collectively, the "Zambie Releasees") from all claims, demands, damages,
actions and/or causes of action, which it now has or may hereafter have against
the Zambie Releasees, relating to or arising out of your active service with
the Company or the termination thereof. This release shall not, however, apply
to the obligations of either party arising under this Agreement on or after the
date of this Agreement. The consideration provided under this Agreement is
made entirely for the purpose of settling and extinguishing all actions, causes
of action, suits, proceedings, damages, claims and rights that the Company ever
had or now may have against the Zambie Releasees in respect of the matters
being released. The Company further understands and agrees that no
representations, promises or inducements have been made by the Zambie Releasees
other than as appear in this Agreement.
6. AMENDMENTS. This Agreement may be amended only by a writing
executed by each of the parties hereto that refers to this Agreement.
7. ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties hereto on the subject matter contemplated hereby.
8. GOVERNING LAW. This Agreement shall in all respects be governed
by and construed in accordance with the laws of the State of Ohio. Each party
agrees to submit to the personal jurisdiction of the federal and state courts
located in Cuyahoga County, State of Ohio.
9. ASSIGNMENT. The duties and obligations of either party to this
Agreement may not be assigned.
10. SEVERABILITY. Each section of this Agreement constitutes a separate
and distinct undertaking or provision hereof. In the event that any provision
of this Agreement shall be determined to be unenforceable for any reason
including, without limitation, by reason of the scope, duration or area of its
applicability, the court making such a determination shall have the power to
modify such provision, and such provision shall then be applicable in such
modified form, but every other provision of this Agreement shall remain in full
force and effect.
11. WAIVERS. The waiver by the Company of any violation or breach of any
provision of this Agreement by you shall not operate as or be construed as or
constitute a continuing waiver of such provision, or waiver of any other or
subsequent violation or breach of any other provision of this Agreement.
Please indicate your agreement with the provisions of this Agreement by
executing a signed counterpart where indicated below and returning one fully
executed copy to the undersigned by August 22, 1994.
THE LAMSON & SESSIONS CO.
Charles E. Allen
Charles E. Allen
Sr. Vice President
Agreed to and accepted as of
the 29th day of July, 1994
------
Allan J. Zambie
- - ------------------
Allan J. Zambie
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial statement information from Consolidated
Statement of Earnings, Consolidated Statement of Financial Position and
Consolidated Statement of Cash Flows, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000057497
<NAME> THE LAMSON & SESSIONS CO.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> OCT-1-1994
<CASH> 1,299
<SECURITIES> 0
<RECEIVABLES> 46,112
<ALLOWANCES> 0
<INVENTORY> 47,158
<CURRENT-ASSETS> 2,677
<PP&E> 114,235
<DEPRECIATION> 59,780
<TOTAL-ASSETS> 162,348
<CURRENT-LIABILITIES> 61,099
<BONDS> 49,143
<COMMON> 1,324
0
0
<OTHER-SE> 72,505
<TOTAL-LIABILITY-AND-EQUITY> 162,348
<SALES> 217,592
<TOTAL-REVENUES> 217,592
<CGS> 179,148
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<INCOME-TAX> 0
<INCOME-CONTINUING> 3,169
<DISCONTINUED> (9,930)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,761)
<EPS-PRIMARY> .51
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</TABLE>
