<PAGE> 1
===============================================================================
SCHEDULE 14A
(RULE 14A)
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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE LAMSON & SESSIONS CO.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):____________
(4) Proposed maximum aggregate value of transaction:______________________
(5) Total fee paid:_______________________________________________________
/ / Fee paid previously with preliminary materials.
/ / 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:___________________________________________________________
===============================================================================
<PAGE> 2
[LOGO]
25701 Science Park Drive
Cleveland, Ohio 44122
(216) 464-3400
March 15, 1995
To Our Shareholders:
On behalf of the Board of Directors and management, I cordially invite you
to attend the 1995 Annual Meeting of Shareholders to be held on Friday, April
28, 1995, 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 three directors for a three year term ending in 1998 and one
director to fill a vacancy for a term ending in 1997. 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,
/s/ John B. Schulze
JOHN B. SCHULZE
Chairman of the Board
and Chief Executive Officer
<PAGE> 3
[LOGO]
25701 Science Park Drive
Cleveland, Ohio 44122
(216) 464-3400
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 1995
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
28, 1995, 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 I for three year terms
expiring in 1998;
(2) The election of one director to fill a vacancy in Class II for a term
expiring in 1997; 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 February 27,
1995 are entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.
By order of the Board of Directors.
/s/ John B. Schulze
JOHN B. SCHULZE
Chairman of the Board
and Chief Executive Officer
March 15, 1995
------------------
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
[LOGO]
25701 Science Park Drive
Cleveland, Ohio 44122
(216) 464-3400
---------------------------------
PROXY STATEMENT
---------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 1995
DATE OF THE PROXY STATEMENT -- MARCH 15, 1995
GENERAL INFORMATION
GENERAL
This Proxy Statement is furnished to holders of Common Shares, without par
value (the "Common Shares"), of The Lamson & Sessions Co. (the "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 28, 1995, at 9:00
a.m., Cleveland, Ohio time, and at any adjournment thereof (the "Meeting"). Only
holders of record of Common Shares at the close of business on February 27, 1995
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, provided that
it 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.
1
<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 that 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 within Class
I receiving the greatest number of votes at the Meeting will be elected as the
directors in Class I. The nominee within Class II receiving the greatest number
of votes at the Meeting will be elected a director to fill the vacancy in Class
II. See "Election of Directors" at page 4. Shares represented by proxies which
are marked "abstain" on any proposal 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.
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 for Class I named below as
possible, and to elect the nominee for Class II named below.
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.
2
<PAGE> 6
OWNERSHIP OF THE COMPANY'S COMMON SHARES
The Board of Directors of the Company has fixed the close of business on
Monday, February 27, 1995, 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 13,278,784 Common Shares, each of
which is entitled to one vote at the Meeting.
The following table sets forth as of February 1, 1995 (except as otherwise
noted), 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
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER 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) 14.60%
Pioneering Management Corporation
60 State Street
Boston, MA 02114 1,105,200(2) 8.32%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 703,900(3) 5.30%
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(4) 5.27%
TCW Group, Inc.
865 So. Figueroa Street
Los Angeles, CA 90017 684,200(5) 5.15%
<FN>
- ---------------
(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 (the "SEC").
(2) Pioneering Management Corporation ("Pioneering"), a registered investment
advisor, reported the beneficial ownership of such shares in a Schedule 13G
dated January 17, 1995 which was filed with the SEC. Pioneering disclaims
beneficial ownership of all such shares.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, reported the beneficial ownership of such shares in a Schedule 13G
dated January 31, 1995 which was filed with the SEC. All of such shares are
held in portfolios of DFA Investment Dimensions
3
<PAGE> 7
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, as to all of which Dimensional serves as investment
manager. Dimensional disclaims beneficial ownership of all such shares.
(4) 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 10,
1995 which was filed with the SEC. Merrill Lynch Phoenix Fund, Inc., for
which Fund Asset Management, L.P. acts as investment advisor, holds the
reported securities. Each of the reporting persons disclaims beneficial
ownership of all such shares.
(5) The TCW Group, Inc., formerly known as TCW Management Company, the parent
holding company of Trust Company of the West (bank), TCW Asset Management
Company (registered investment advisor), and TCW Funds Management, Inc.
(registered investment advisor), reported the beneficial ownership of such
shares in a Schedule 13G dated January 30, 1995 which was filed with the
SEC. Each of the reporting persons disclaims beneficial ownership of all
such shares.
</TABLE>
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, two currently
consisting of three members and one currently consisting of four members. One
class is elected annually. The terms of the following Class I directors expire
at the Meeting: Francis H. Beam, Jr., Martin J. Cleary, John C. Dannemiller, and
D. Van Skilling. Mr. Russell B. Every will retire from the Board of Directors at
the end of the Meeting. The Board of Directors has reduced the number of
directors following the Meeting to nine. For election as directors at the
Meeting, the Compensation and Organization Committee has recommended, and the
Board of Directors has approved, the renomination of Messrs. Beam, Cleary, and
Skilling to serve as directors in Class I for the three year term of office
which will expire at the Annual Meeting of Shareholders in 1998, and the
nomination of Mr. Dannemiller to serve as a director in Class II for the
remainder of the term for Class II directors, which expires at the Annual
Meeting of Shareholders in 1997. The election of Mr. Dannemiller to Class II
will maintain the total number of directors in Class II at three as required by
the Company's Amended Code of Regulations. Each director to be elected will
serve until the term of office of the class to which he is elected 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. Beam, Cleary, and Skilling as Class I directors and
for Mr. Dannemiller as a Class II director.
The Board of Directors has no reason to believe that the persons nominated
will not be available to serve. 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.
4
<PAGE> 8
Listed below are the names of the three nominees for election to the Board
of Directors in Class I, the nominee for election to the Board of Directors in
Class II, those continuing directors in Classes III and II who have previously
been elected to terms which will expire in 1996 and 1997, respectively, and the
director currently serving in Class II who will retire after the Meeting. Also
listed is the year in which each first became a director of the Company, the
individual's principal occupation, information relating to beneficial ownership
of Common Shares of the Company as of February 1, 1995, 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 beneficially owns 1.62%, and Mr.
Schulze, who beneficially owns 2.79%, 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 7.43% of the Company's Common
Shares.
NOMINEES FOR ELECTION AT THE MEETING
<TABLE>
<CAPTION>
YEAR
NAME, AGE FIRST COMMON SHARES
PRINCIPAL OCCUPATION BECAME A BENEFICIALLY
AND BUSINESS(1) OTHER DIRECTORSHIPS DIRECTOR OWNED
- ----------------------------------- ---------------------------- -------- -------------
<S> <C> <C> <C>
CLASS I: TERM EXPIRES IN 1995
Francis H. Beam, Jr. (59) None 1990 20,177
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 (59) Guardian Life Insurance 1989 30,000
President and Chief Operating Company of America
Officer, The Richard E. Jacobs
Group (Real estate developer)
D. Van Skilling (61) None 1989 17,687
Executive Vice President and
General Manager, TRW Information
Systems and Services, TRW Inc.
(Manufacturer of high technology
products for space, defense,
automotive and information
systems markets)
CLASS II: TERM EXPIRES IN 1997
John C. Dannemiller (56) Bearings, Inc. 1988 18,851
Chairman and Chief Executive Star Bank Cleveland
Officer, Bearings, Inc. Star Bank Holding Co.
(Distributor of bearings, power
transmission components and
related products)
</TABLE>
5
<PAGE> 9
CONTINUING DIRECTORS
<TABLE>
<CAPTION>
YEAR
NAME, AGE FIRST COMMON SHARES
PRINCIPAL OCCUPATION BECAME A BENEFICIALLY
AND BUSINESS(1) OTHER DIRECTORSHIPS DIRECTOR OWNED
- ----------------------------------- ---------------------------- -------- -------------
<S> <C> <C> <C>
CONTINUING CLASS II: TERM EXPIRES IN 1997
Leigh Carter (69) Centerior Energy Corporation 1991 7,000
Retired President and Chief Adams Express Company
Operating Officer, The BFGoodrich NCC Funds
Co. (Producer of chemicals, Petroleum & Resources
plastics and aerospace products); Corporation
Retired Chairman, Tremco, The Sherwin Williams
Incorporated (Subsidiary of Company
BFGoodrich and manufacturer of
specialty chemical products)
George R. Hill (53) Mycogen Corporation 1990 18,092
Senior Vice President, The
Lubrizol
Corporation (Full service
supplier
of performance chemicals to
worldwide transportation and
industrial markets)
CONTINUING CLASS III: TERM EXPIRES IN 1996
A. Malachi Mixon, III (54) Cleveland Clinic Foundation 1990 51,635
Chairman of the Board, President Invacare Corporation
and Chief Executive Officer, Primus Venture Partners
Invacare Corporation The Sherwin Williams
(Manufacturer and distributor of Company
home healthcare products)
Kevin O'Donnell (69) Ferro Corporation 1984 4,000
Managing Director, RPM, Inc.
O'Donnell & Associates The National Machinery
(Management Consulting); Company
Retired Chief Executive
Officer, SIFCO Industries, Inc.
(Manufacturer and marketer
focusing on metalworking
and related industrial
technologies)
John B. Schulze (57) The Huntington National 1984 384,200(2)(3)
Chairman of the Board, President Bank
and Chief Executive Officer of
the
Company
</TABLE>
6
<PAGE> 10
RETIRING DIRECTOR
<TABLE>
<CAPTION>
YEAR
NAME, AGE FIRST COMMON SHARES
PRINCIPAL OCCUPATION BECAME A BENEFICIALLY
AND BUSINESS(1) OTHER DIRECTORSHIPS DIRECTOR OWNED
- ----------------------------------- ---------------------------- -------- -------------
<S> <C> <C> <C>
RETIRING CLASS II:
Russel B. Every (70) Bearings, Inc. 1979 222,426
Business Consultant; Chairman
of the Executive Committee and
Retired Chairman of the Board
and Chief Executive Officer
of the Company
All present directors and executive 1,021,823(2)(3)
officers as a group
(15 persons)
<FN>
- ---------------
(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 in 1991 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 February
1, 1995 upon the exercise of outstanding options under the Company's stock
option plans: Mr. Schulze -- 228,800, and all directors and executive
officers as a group -- 420,300.
(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 SEC, 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 22,900 shares owned by his wife,
as to which he has disclaimed beneficial ownership. No other director or
executive officer has disclaimed beneficial ownership of any shares.
</TABLE>
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
7
<PAGE> 11
Committee is empowered to exercise all powers of the Board of Directors in the
management and control of the business of the 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 1994, 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
1994. 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 SEC. 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 two meetings during 1994. 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 six meetings in 1994. Each director attended
more than 75% of the aggregate of the meetings of the Board and the Committees
on which he served.
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 a separate fee for attendance at a meeting of the
Board or attendance at a Committee meeting. Effective with the October 27, 1994
meeting of the Board of Directors, directors received $1,200, a $400 increase
over the prior fee, for attendance at a meeting of the Board or of any
Committee. 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, also invested in Common Shares, equal to 25% of the deferred
amount.
Nonemployee directors of the Company are provided with certain retirement
and death benefits under the Company's Outside Directors' Benefit Program (the
"Program"). All nonemployee 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
8
<PAGE> 12
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.
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 a nonemployee director at the time he ceases to be a nonemployee
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.
NONEMPLOYEE DIRECTORS STOCK OPTION PLAN. In 1994, the Company's
shareholders approved the Nonemployee Directors Stock Option Plan (the
"Directors Plan"), authorizing the grant of options to nonemployee directors for
the purchase of an aggregate of 60,000 Common Shares. The Directors Plan
provides that each year on the Monday following the Annual Meeting of
Shareholders, commencing in 1994, each individual elected, reelected or
continuing as a nonemployee director will automatically receive a nonqualified
option to purchase 1,000 Common Shares. The Board of Directors has reserved
60,000 Common Shares for issuance under the Directors Plan. The exercise price
for such options will be the average of the high and low prices at which the
Common Shares traded on the New York Stock Exchange ("NYSE") on the date of
grant. If on the Monday following the Annual Meeting of Shareholders, the Common
Shares do not trade on the NYSE, then the date of grant will be the next day on
which 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 Directors Plan) of the Company, all stock
options fully vest and become exercisable.
The Directors Plan 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 Directors
Plan is administered by the Board of Directors.
On April 25, 1994, each director other than Mr. Schulze was granted a
nonqualified option to purchase 1,000 Common Shares pursuant to the Directors
Plan at an exercise price of $6.563 per share, which are scheduled to become
exercisable on April 25, 1995.
9
<PAGE> 13
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 December 31, 1994 to the Chief
Executive Officer and the five most highly compensated executive officers of the
Company whose compensation exceeded $100,000:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL ------------
COMPENSATION SECURITIES
--------------------- OTHER ANNUAL UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS (2)(3)
- ------------------------------- ----- -------- -------- --------------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
John B. Schulze 1994 $360,000 $192,000 $ -- 60,000 $44,212
Chairman of the Board, 1993 360,000 54,000 -- 60,000 44,321
President and Chief 1992 345,000 65,000 -- 34,300 44,286
Executive Officer
James J. Abel 1994 208,000 90,000 -- 30,000 10,190
Executive Vice President, 1993 179,581 26,250 37,976 30,000 10,219
Secretary, Treasurer 1992 158,750 30,000 -- 8,100 10,110
and Chief Financial Officer
Charles E. Allen 1994 150,000 60,000 -- 20,000 14,716
Senior Vice President 1993 148,834 21,500 -- 20,000 14,771
1992 141,920 25,000 -- 8,100 14,644
Mark R. Buck 1994 125,000 42,000 -- 12,000 3,487
Vice President - 1993 114,000 25,000 -- 8,000 2,747
Carlon Electrical Products 1992 106,500 20,000 -- 2,700 2,627
(4)
A. Corydon Meyer 1994 110,500 29,000 -- 8,000 2,317
Vice President - 1993 100,500 12,000 -- 7,000 2,169
Lamson Home Products (4) 1992 92,500 14,000 -- 1,800 1,482
<FN>
- ---------------
(1) The amount indicated for Mr. Abel with respect to 1993 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 did not
exceed 10% of the salary and bonus of any officer (Mr. Abel included) in
1994.
(2) Includes split dollar life insurance premium payments paid for Mr. Schulze,
Mr. Abel and Mr. Allen in 1994 of $39,712, $5,690 and $10,216, respectively;
in 1993 of $39,824, $5,722 and $10,274, respectively; and in 1992 of
$33,922, $5,746 and $10,328, respectively.
(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 employees. The matching
contributions made by the Company under the Plan to the accounts of: Mr.
Schulze, Mr. Abel, Mr. Allen, Mr. Buck and Mr. Meyer in 1994 totaled $4,500,
$4,500, $4,500, $3,487 and $2,317, respectively; in 1993 totaled $4,497,
$4,497, $4,497, $2,747 and $2,196, respectively; and in 1992 totaled $4,364,
$4,364, $4,316, $2,627 and $1,482, respectively.
(4) Carlon Electrical Products and Lamson Home Products are both business units
of the Company.
</TABLE>
10
<PAGE> 14
STOCK OPTIONS
The Company has in effect the 1988 Incentive Equity Performance Plan ("1988
Plan"), pursuant to which grants and awards of various forms of equity ownership
are outstanding or available for future grants to officers and key employees of
the Company. In addition, options remain outstanding under the Company's 1978
Stock Option Plan ("1978 Plan"), which plan expired by its terms in 1988. Under
the 1988 Plan, the Company may grant awards consisting of options to purchase
Common Shares, stock appreciation rights held in tandem with stock options,
restricted stock awards and/or deferred stock awards. All awards under the 1988
Plan are made by the Compensation and Organization Committee.
The following table shows grants of stock options made to the executive
officers named in the Summary Compensation Table during 1994 pursuant to the
1988 Plan and the value of the options at the date of grant thereof.
<TABLE>
<CAPTION> GRANT
OPTION GRANTS DURING LAST FISCAL YEAR DATE
INDIVIDUAL GRANTS VALUE
- ----------------------------------------------------------------------------------- --------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANT
OPTIONS GRANTED TO EXERCISE DATE
GRANTED EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME (#)(1) FISCAL YEAR ($/SH) DATE VALUE(2)
- ------------------------ ---------- ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C>
John B. Schulze......... 60,000 31.3% $ 6.75 02/24/04 $294,600
James J. Abel........... 30,000 15.6% 6.75 02/24/04 147,300
Charles E. Allen........ 20,000 10.4% 6.75 02/24/04 98,200
Mark R. Buck............ 12,000 6.2% 6.75 02/24/04 58,920
A. Corydon Meyer........ 8,000 4.1% 6.75 02/24/04 39,280
<FN>
- ---------------
(1) Options are exercisable after February 23, 1995 and then only as follows:
1/3 when the Company's Common Shares price reaches $8.125; 1/3 when the
Company's Common Shares price reaches $9.50; and 1/3 when the Company's
Common Shares price reaches $10.875. 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 SEC 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, time of exercise and dividend yield.
The Company determined the estimated values using volatility assumptions
based on 21 quarters
11
<PAGE> 15
of stock prices; interest rate assumptions based on the Ten-year Treasury
Strip Yield, as reported in the Wall Street Journal; a dividend yield
assumption of zero; and an assumed time of exercise upon the maturity of the
option.
</TABLE>
The following table shows information with respect to the exercise of
options during 1994 and to the unexercised options to purchase the Company's
Common Shares under the 1978 and 1988 Plans held at December 31, 1994, the
Company's fiscal year end, by the executive officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY
HELD AT DECEMBER 31, 1994(#) OPTIONS/SARS HELD AT
DECEMBER 31, 1994(1)
SHARES ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- ---------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John B. Schulze...... -- $ -- 228,800 80,000 $ 190,447 $ 8,740
James J. Abel........ -- -- 49,600 40,000 52,192 4,370
Charles E. Allen..... -- -- 69,933 26,667 52,858 2,913
Mark R. Buck......... -- -- 27,333 14,667 19,774 1,165
A. Corydon Meyer..... 1,000 1,250 10,967 10,333 9,589 1,020
<FN>
- ---------------
(1) Based on the closing price on the NYSE -- Composite Transactions of the
Company's Common Shares on December 30, 1994 (the last trading day in fiscal
year 1994) of $6.00.
</TABLE>
LONG-TERM INCENTIVE PLAN AWARDS
The following table shows each performance unit ("Unit") awarded to the
executive officers named in the Summary Compensation Table during 1994 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 1994 awards will be the attainment by the Company
of certain earnings per share target levels over the three year performance
period 1994-1996.
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLAN -- AWARDS LAST FISCAL YEAR
ESTIMATED FUTURE PAYOUTS
NUMBER OF UNDER NON-STOCK PRICE-BASED
SHARES, UNITS PERFORMANCE OR OTHER PLANS
OR OTHER PERIOD UNTIL MATURATION --------------------------------
NAME RIGHTS(#) OR PAYOUT THRESHOLD TARGET MAXIMUM
- -------------------- ------------- ----------------------- --------- ------- --------
<S> <C> <C> <C> <C> <C>
John B. Schulze..... 700 01/01/94-12/31/96 $35,000 $70,000 $105,000
James J. Abel....... 450 01/01/94-12/31/96 22,500 45,000 67,500
Charles E. Allen.... 250 01/01/94-12/31/96 12,500 25,000 37,500
Mark R. Buck........ 150 01/01/94-12/31/96 7,500 15,000 22,500
A. Corydon Meyer.... 150 01/01/94-12/31/96 7,500 15,000 22,500
</TABLE>
12
<PAGE> 16
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 1995 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
<FN>
- ---------------
(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 $120,000 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. See "Supplemental Executive Retirement Plans."
(2) Includes salary, overtime and bonuses, but excludes commissions.
</TABLE>
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.
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, Buck and Meyer are participants in the Lamson
& Sessions Plan with 7, 4, 26, 8 and 5 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 years of credited service are so covered. Any benefits received by
Mr. Allen under such other plan will be offset against any benefits he will
receive under the Lamson & Sessions Plan.
13
<PAGE> 17
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS
Since 1975, the Company has had various forms of supplemental retirement
benefit agreements with certain officers and executives 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 and Allen 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 expenses 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 periodic expense for 1994 for the participants as a
group (including the five executive officers named in the Summary Compensation
Table) was $476,500. 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,
Buck and Meyer (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
14
<PAGE> 18
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 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 is capped to avoid any
payments constituting an "excess parachute payment" as defined in the Internal
Revenue Code.
None of these agreements creates 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 14, 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 of Directors 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 of Directors 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
15
<PAGE> 19
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 create incentives for executives to achieve 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, using measurable criteria to the extent possible.
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 1995.
EXECUTIVE OFFICER BASE 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,
based, in part, on information collected by the consultant concerning
compensation for executives with similar responsibilities at companies with
comparable size and geographic location. 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. In determining the Chairman's
compensation, the Committee considered the Company's performance, and recognized
(i) that on an operating basis, the Company had its first profit since 1990,
(ii) the progress made in improving the Company's capital structure, and (iii)
the substantial improvement in the strategic positioning of the Company.
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 each target bonus 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 of 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 1995 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 1995 for the year
1994 were increased by the Committee above amounts paid in 1994 for performance
in 1993.
16
<PAGE> 20
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 employees of the Company. The Committee
believes that stock options align the interests of the executive officers with
those of the shareholders, 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 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 under the 1988 Incentive Equity Performance Plan and
grants under the Long-Term 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 Plan are made in the form of performance units
payable upon the achievement of three year corporate goals, currently expressed
in terms of earnings per share. The Committee determines the goals under which
these awards are made from year to year. The Committee did not approve any
increase in the number of performance units awarded to executive officers for
1994.
COMPENSATION AND ORGANIZATION COMMITTEE
D. Van Skilling, Chairman John C. Dannemiller
Francis H. Beam, Jr. A. Malachi Mixon, III
17
<PAGE> 21
COMPANY STOCK PERFORMANCE
The following performance graph compares the five year cumulative return
from investing $100 on December 31, 1989 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.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
<TABLE>
<CAPTION>
Standard &
Poor's Elec- Standard &
Lamson & trical Equip- Poor's 500
Sessions ment Index Index
Measurement Period -------------------------------------------
(Fiscal Year Covered) Dollars
- ------------------------- -------- ------------- -------------
<S> <C> <C> <C>
1989 100 100 100
1990 41 92 97
1991 43 122 126
1992 59 133 136
1993 50 161 150
1994 63 163 152
</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.
18
<PAGE> 22
SECURITY OWNERSHIP OF MANAGEMENT
Each of the named executive officers beneficially owned the number of
Common Shares indicated opposite his name as of February 1, 1995. Except for Mr.
Schulze who beneficially owns 2.79%, 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.......................... 384,200
James J. Abel............................ 52,600
Charles E. Allen......................... 97,500
Mark R. Buck............................. 30,183
A. Corydon Meyer......................... 12,074
<FN>
- ---------------
(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 February
1, 1995 upon the exercise of outstanding options under the Company's stock
option plans: Mr. Schulze -- 228,800; Mr. Abel -- 49,600; Mr. Allen --
69,933; Mr. Buck -- 27,333; and Mr. Meyer -- 10,967.
(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 SEC, 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 -- 22,900 shares owned by his wife.
</TABLE>
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 SEC 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 December 31, 1994, all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than ten percent beneficial owners were complied with, except as follows: on
January 24, 1995, Mr. Carter filed a late Form 4 indicating a purchase of Common
Shares, and on December 15, 1994, Mr. Abel filed a late Form 4 indicating a
purchase of Common Shares.
INDEPENDENT AUDITORS
For many years the firm of Ernst & Young LLP ("Ernst & Young"), Cleveland,
Ohio, has served as independent auditors to the Company. In March 1994, Ernst &
Young was reappointed by the Board of Directors of the Company, on the
recommendation of the Audit Committee, as the Company's independent auditors for
the fiscal year ended December 31, 1994. Representatives of Ernst & Young are
expected to be present at the Meeting and will have the opportunity to
19
<PAGE> 23
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 1996, must be received by the Company's
Secretary at its principal office in Cleveland, Ohio, not later than November
11, 1995 for inclusion in the Company's Proxy Statement and form of proxy
relating to the 1996 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 SEC.
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 1994 Annual Report, including financial statements, has been
mailed contemporaneously with this Proxy Statement.
By Order of the Board of Directors.
/s/ James J. Abel
JAMES J. ABEL
Secretary
20
<PAGE> 24
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
[logo]
The undersigned hereby appoints C. E.
25701 Science Park Drive Allen, J. J. Abel and W. H.
Cleveland, Ohio 44122 Breitenbach, and each of them, as
proxies, each with the power to
appoint his substitute, and hereby
P authorizes them to represent and to
vote, as designated below, all the
R Common Shares of The Lamson & Sessions
Co. held of record by the undersigned
O on February 27, 1995, at the annual
meeting of shareholders to be held
X on April 28, 1995 or any adjournment
thereof.
Y
1. ELECTION OF CLASS I DIRECTORS:
FOR ALL NOMINEES LISTED BELOW* / / WITHHOLD AUTHORITY / /
to vote for all nominees listed below
Francis H. Beam, Jr., Martin J. Cleary, D. Van Skilling
*To withhold authority to vote for any individual nominee listed above,
write that nominee's name on the space provided below.
-------------------------------------------------------------------------
2. ELECTION OF JOHN C. DANNEMILLER AS CLASS II DIRECTOR.
FOR NOMINEE / / WITHHOLD AUTHORITY / /
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.
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 ______________, 1995
__________________________
Signature
__________________________
Second signature if held
jointly
-------------------------
| PLEASE MARK, SIGN, DATE |
| AND RETURN THIS PROXY |
| PROMPTLY USING THE |
| ENCLOSED ENVELOPE |
-------------------------
