<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)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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
LAMSON & SESSIONS LOGO
25701 Science Park Drive
Cleveland, Ohio 44122
(216) 464-3400
March 13, 1997
To Our Shareholders:
On behalf of the Board of Directors and management, I cordially invite you
to attend the 1997 Annual Meeting of Shareholders to be held on Friday, April
25, 1997, at 9:00 a.m., local time, at The Renaissance Cleveland Hotel, 24
Public Square, Cleveland, Ohio 44113.
At this meeting, shareholders are expected to elect three directors for a
three-year term ending in the year 2000. 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
LAMSON & SESSIONS LOGO
25701 Science Park Drive
Cleveland, Ohio 44122
(216) 464-3400
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1997
Notice is hereby given that the Annual Meeting of Shareholders of The
Lamson & Sessions Co. will be held at The Renaissance Cleveland Hotel, 24 Public
Square, Cleveland, Ohio 44113, on April 25, 1997, beginning at 9:00 a.m., local
time, for the purpose of considering and acting upon the following:
(1) The election of three directors in Class II for three-year terms
expiring in the year 2000; and
(2) Any other business as may properly come before the Annual Meeting or
any adjournment thereof.
Holders of Common Shares of record at the close of business on March 5,
1997 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 13, 1997
------------------
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
LAMSON & SESSIONS LOGO
25701 Science Park Drive
Cleveland, Ohio 44122
(216) 464-3400
---------------------------------
PROXY STATEMENT
---------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 1997
DATE OF THE PROXY STATEMENT -- MARCH 13, 1997
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 Renaissance Cleveland
Hotel, 24 Public Square, Cleveland, Ohio 44113, on April 25, 1997, at 9:00 a.m.,
local time, and at any adjournment thereof (the "Meeting"). Only holders of
record of Common Shares at the close of business on March 5, 1997 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 elect
directors at the meeting. For all other business which may be conducted at the
Meeting, the holders of Common Shares entitling them to exercise two-thirds of
the voting power of the Company, present in person or by proxy, shall constitute
a sufficient quorum. 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
II receiving the greatest number of votes at the Meeting will be elected as the
directors in Class II. (See "Election of Directors" following the section
"Ownership of the Company's Common Shares.") 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 II named below as
possible.
SOLICITATION OF PROXIES
All reasonable expenses of soliciting proxies, including the cost of
preparing, assembling and mailing this Proxy Statement and the accompanying
proxy, will be borne by the Company. In addition to solicitation by mail,
proxies may be solicited personally, by telegram, telephone or personal
interview by an officer or regular employee of the Company. The Company will pay
the standard charges of brokerage firms and other nominees or fiduciaries for
sending the proxy materials to their principals who are beneficial owners of
Common Shares and entitled to vote at the Meeting. In addition, the Company has
retained Georgeson & Company Inc. to aid in the solicitation of proxies at an
anticipated fee of $6,500, 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
Wednesday, March 5, 1997, 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 13,306,084 Common Shares, each of
which is entitled to one vote at the Meeting.
The following table sets forth as of January 23, 1997 (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 1,820,128(1) 13.68%
Pioneering Management Corporation
60 State Street
Boston, MA 02109 1,297,700(2) 9.75%
David L. Babson & Co., Inc.
One Memorial Drive
Cambridge, Massachusetts 02142-1300 1,001,200(3) 7.52%
TCW Group, Inc.
865 So. Figueroa Street
Los Angeles, CA 90017 721,600(4) 5.42%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 694,900(5) 5.22%
</TABLE>
- ---------------
(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 July 17, 1996 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 23, 1997 which was filed with the SEC. Pioneering disclaims
beneficial ownership of all such shares.
(3) David L. Babson & Co., Inc. ("DLB"), in its capacity as investment advisor,
may be deemed the beneficial owner of 1,001,200 shares of Common Stock of
the Issuer which are owned by numerous investment counseling clients.
(4) 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 benefi-
3
<PAGE> 7
cial ownership of such shares in a Schedule 13G dated February 12, 1997
which was filed with the SEC. Each of the reporting persons disclaims
beneficial ownership of all such shares.
(5) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, reported the beneficial ownership (as of December 31, 1996) of such
shares in a Schedule 13G dated February 5, 1997 which was filed with the
SEC. All of such shares are held in portfolios of DFA Investment Dimensions
Group Inc., a registered open-end investment company or in series of the DFA
Investment Trust Company, a Delaware business trust, 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.
ELECTION OF DIRECTORS
The Board of Directors has ten members and is divided into three classes.
Class I currently consists of four members, and Classes II and III currently
consist of three members each. A single class of directors is elected by the
shareholders annually for a three-year term. The terms of the following Class II
directors expire at the Meeting: Leigh Carter, John C. Dannemiller and George R.
Hill. Mr. Carter has announced that he will retire from the Board of Directors
at the end of the Meeting. For election as Class II directors at the Meeting,
the Compensation and Organization Committee has recommended, and the Board of
Directors has approved, the renomination of Mr. Dannemiller and Dr. Hill, and
the nomination of Mr. Skilling to serve as directors for the three-year term of
office which will expire at the Annual Meeting of Shareholders in the year 2000.
Each director 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. Dannemiller, Skilling and Dr. Hill as Class II
directors.
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.
Listed below are the names of the three nominees for election to the Board
of Directors in Class II, and those continuing directors in Classes I and III
who have previously been elected to terms which will expire in 1998 and 1999,
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 January 23, 1997 and
certain other information, based in part on data submitted by the directors.
Except for Mr. Schulze, who beneficially owns 3.97% of the Company's Common
Shares, no director or nominee beneficially owns as much as one percent of the
Company's Common Shares. Mr. Allen, an executive officer of the Company,
beneficially owns 1.00% of the Company's Common Shares. All directors and
officers as a group beneficially own 9.04% of the Company's Common Shares.
4
<PAGE> 8
NOMINEES FOR ELECTION AT THE MEETING
<TABLE>
<CAPTION>
YEAR
NAME, AGE FIRST COMMON SHARES
PRINCIPAL OCCUPATION BECAME A BENEFICIALLY
AND BUSINESS(1)(2) OTHER DIRECTORSHIPS DIRECTOR OWNED
- --------------------------------- ------------------------- -------- -------------
<S> <C> <C> <C>
CLASS II: TERM EXPIRES IN 1997
John C. Dannemiller (58) Applied Industrial 1988 27,682
Chairman and Chief Executive Technologies
Officer, Applied Industrial Star Bank Holding Co.
Technologies (Formerly
Bearings, Inc., Distributor of
bearings, power transmission
components and related
products)
George R. Hill (55) None 1990 27,750
Senior Vice President,
The Lubrizol Corporation
(Full service supplier
of performance chemicals to
worldwide transportation and
industrial markets)
D. Van Skilling (63) None 1989 28,119
Chairman and Chief Executive
Officer, Experian Information
Solutions, Inc. (Supplier of
credit, marketing and real
estate information and
decision support systems)
</TABLE>
CONTINUING DIRECTORS
<TABLE>
<S> <C> <C> <C>
CONTINUING CLASS I: TERM EXPIRES IN 1998
Francis H. Beam, Jr. (61) Advanced Lighting 1990 10,993
President, Pepper Capital Corp. Technologies, Inc.
(Venture capital firm)
Martin J. Cleary (61) Guardian Life Insurance 1989 32,000
President and Chief Operating Company of America
Officer, The Richard E. Jacobs
Group (Real estate developer)
William H. Coquillette (47) 1997 -0-
Partner, Jones, Day, Reavis &
Pogue (Law firm)
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
YEAR
NAME, AGE FIRST COMMON SHARES
PRINCIPAL OCCUPATION BECAME A BENEFICIALLY
AND BUSINESS(1)(2) OTHER DIRECTORSHIPS DIRECTOR OWNED
- --------------------------------- ------------------------- -------- -------------
<S> <C> <C> <C>
CONTINUING CLASS III: TERM EXPIRES IN 1999
A. Malachi Mixon, III (56) Invacare Corporation 1990 70,876(3)
Chairman of the Board and NCS Healthcare, Inc.
Chief Executive Officer, The Sherwin Williams
Invacare Corporation Company
(Manufacturer and
distributor of home
healthcare products)
John C. Morley (65) AMP Incorporated 1996 1,198
President, Evergreen Cleveland-Cliffs, Inc.
Ventures Ltd. (Private Ferro Corporation
Investment Company)
John B. Schulze (59) 1984 565,866(4)(5)
Chairman of the Board,
President and Chief
Executive Officer of
the Company
</TABLE>
RETIRING DIRECTOR
<TABLE>
<S> <C> <C> <C>
RETIRING CLASS II:
Leigh Carter (71) Adams Express Company 1991 9,000
Retired President and Chief Armada Funds
Operating Officer, The Petroleum & Resources
BFGoodrich Co. (Producer Corporation
of chemicals, plastics and
aerospace products);
Retired Chairman, Tremco,
Incorporated (Subsidiary of
BFGoodrich and manufacturer of
specialty chemical products)
All present directors and
executive officers as a
group (20 persons) 1,288,939(1)(2)(3)(4)(5)
</TABLE>
- ---------------
(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 other than (a) Mr. Skilling who was the Executive Vice
President of TRW Information Systems and Services, TRW Inc.(Manufacturer of
high technology products for space, defense, automotive and information
systems markets), and (b) Mr. Morley who was the President and Chief
Executive Officer of Reliance Electric Company until June 1995 (Manufacturer
of Electrical and Telecommunications Equipment and Systems).
(2) Mr. Skilling is currently a member of Class I.
(3) Includes 10,000 Common Shares held by Roundwood Capital, L.P., a limited
partnership of which the General Partner is Roundcap LLC, a limited
liability company. Mr. Mixon is one of three managers
6
<PAGE> 10
and members of Roundcap LLC and, as such, shares investment and voting power
with the other two managers and members and participates equally with them
in a 20% carried interest in all profits of the partnership. Mr. Mixon is
also the owner of a 6.38% limited partnership interest in Roundwood Capital,
L.P. Mr. Mixon disclaims beneficial ownership of the shares owned by the
limited partnership other than the percentage of such shares which
corresponds to his partnership percentage.
(4) 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 January
23, 1997 upon the exercise of outstanding options under the Company's stock
option plans: Mr. Schulze--410,466 and all directors and executive officers
as a group--866,931.
(5) Includes shares held jointly or 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. Unless otherwise indicated, or in the case of
joint ownership, 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.
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 AUDIT COMMITTEE: Messrs. Beam (Chairman), Carter, Cleary, Morley and
Dr. Hill currently are the members of the Audit Committee which held two
meetings during 1996. The functions of the Audit Committee include recommending
to the Board of Directors the appointment of the Company's independent auditors
and 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 three meetings during 1996. The Compensation
and Organization Committee considers all material matters relating to the
compensation policies and practices of the Company, and administers the
Company's incentive plans and base salary policies as they relate to the
executive officers of the Company. The Committee also reviews and recommends
candidates for election to the Board of Directors and appointments to 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 five meetings in 1996. Messrs. Carter and
Cleary, each attended fewer than 75% of the aggregate of the meetings of the
Board and the Committees on which they served.
7
<PAGE> 11
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 of $1,200 for attendance at a meeting
of the Board or attendance at a Committee meeting. Effective January 1, 1995,
standing Committee Chairmen receive an annual fee of $1,500. 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 upon
attainment of age seventy and 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, 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.
8
<PAGE> 12
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 29, 1996 each nonemployee director was granted a nonqualified
option to purchase 1,000 Common Shares pursuant to the Directors Plan at an
exercise price of $10.313 per share, which are scheduled to become exercisable
on April 29, 1997.
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 28, 1996 to the Chief
Executive Officer and the four most highly compensated executive officers of the
Company whose compensation exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL ---------------------------------
COMPENSATION SECURITIES PERFORMANCE
------------------- OTHER ANNUAL UNDERLYING UNIT OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS PAYOUTS (1)(2)
- ------------------------------------- ----- -------- -------- ------------ ---------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
John B. Schulze 1996 $395,000 $163,000 $ -- 65,000 105,000 27,924
Chairman of the Board, 1995 380,000 359,000 -- 80,000 105,000 44,191
President and Chief 1994 360,000 192,000 -- 60,000 -- 44,212
Executive Officer
James J. Abel 1996 235,000 79,500 -- 27,000 67,500 10,130
Executive Vice President, 1995 220,000 170,000 -- 36,000 67,500 10,166
Secretary, Treasurer 1994 208,000 90,000 -- 30,000 -- 10,190
and Chief Financial Officer
Charles E. Allen 1996 150,000 38,600 -- 10,000 37,500 14,608
Senior Vice President 1995 150,000 90,000 -- 15,000 37,500 14,659
1994 150,000 60,000 -- 20,000 -- 14,716
Mark R. Buck 1996 151,000 33,400 -- 10,000 22,500 8,162
Vice President -- 1995 138,000 47,500 -- 15,000 18,000 7,555
Carlon Electrical Products(3) 1994 125,000 42,000 -- 12,000 -- 3,487
A. Corydon Meyer 1996 135,000 20,300 -- 10,000 22,500 7,376
Vice President -- 1995 122,000 33,000 -- 15,000 18,000 7,360
Lamson Home Products (3) 1994 110,500 29,000 -- 8,000 -- 2,317
</TABLE>
- ---------------
(1) Includes split dollar life insurance premium payments paid for Mr. Schulze,
Mr. Abel, Mr. Allen, Mr. Buck, and Mr. Meyer in 1996 of $23,424, $5,630,
$10,108, $3,662 and $2,876, respectively; for Mr. Schulze, Mr. Abel and Mr.
Allen, Mr. Buck and Mr. Meyer in 1995 of $39,691, $5,666 and $10,159, $3,678
and $2,887, respectively; and for Mr. Schulze, Mr. Abel, and Mr. Allen in
1994 of $39,712, $5,690 and $10,216, respectively.
(2) 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 1996 totaled $4,500,
$4,500, $4,500, $4,500 and $4,500, respectively; in 1995 totaled $4,500,
$4,500, $4,500, $3,877 and $4,473, respectively; and in 1994 totaled $4,500,
$4,500, $4,500, $3.487 and $2,317, respectively.
(3) Carlon Electrical Products and Lamson Home Products are business units of
the Company.
10
<PAGE> 14
STOCK OPTIONS
The Company has in effect the 1988 Incentive Equity Performance Plan ("1988
Plan"), pursuant to which grants and awards of various forms of equity ownership
are outstanding or available for future grants to officers and key employees of
the Company. In addition, options remain outstanding under the Company's 1978
Stock Option Plan ("1978 Plan"), which plan expired by its terms in 1988. Under
the 1988 Plan, the Company may grant awards consisting of options to purchase
Common Shares, stock appreciation rights held in tandem with stock options,
restricted stock awards and/or deferred stock awards. All awards under the 1988
Plan are made by the Compensation and Organization Committee.
The following table shows grants of stock options made to the executive
officers named in the Summary Compensation Table during 1996 pursuant to the
1988 Plan and the value of the options at the date of grant thereof.
OPTION GRANTS DURING LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------- GRANT
DATE
NUMBER OF VALUE
SECURITIES % OF TOTAL --------
UNDERLYING OPTIONS GRANT
OPTIONS GRANTED TO EXERCISE DATE
GRANTED EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME (#)(1) FISCAL YEAR ($/SH) DATE VALUE(2)
---------- ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C>
John B. Schulze................... 65,000 29.4% $8.563 03/01/06 $210,600
James J. Abel..................... 27,000 12.2% 8.563 03/01/06 87,480
Charles E. Allen.................. 10,000 4.5% 8.563 03/01/06 32,400
Mark R. Buck...................... 10,000 4.5% 8.563 03/01/06 32,400
A. Corydon Meyer.................. 10,000 4.5% 8.563 03/01/06 32,400
</TABLE>
- ---------------
(1) Options are exercisable after March 1, 1997 and then only as follows:
one-third on each anniversary over three years, with number of shares vested
in each year rounded to the nearest whole share. 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 24 months of stock prices; interest rate assumptions based on the
five-year Treasury Strip Yield, as reported in The Wall Street Journal; a
dividend yield assumption of zero; and an assumed time of exercise of the
option of five years.
11
<PAGE> 15
The following table shows information with respect to the exercise of
options during 1996 and to the unexercised options to purchase the Company's
Common Shares under the 1978 and 1988 Plans held at December 28, 1996, 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 VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS HELD AT OPTIONS/SARS HELD AT
DECEMBER 28, 1996(#) DECEMBER 28, 1996(1)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John B. Schulze.... -- $ -- 388,800 65,000 $ 769,847 $ -0-
James J. Abel...... -- -- 125,600 27,000 222,732 -0-
Charles E. Allen... 5,000 26,563 106,600 10,000 218,107 -0-
Mark R. Buck....... -- -- 57,000 10,000 99,713 -0-
A. Corydon Meyer... -- -- 36,300 10,000 58,324 -0-
</TABLE>
- ---------------
(1) Based on the closing price on the NYSE -- Composite Transactions of the
Company's Common Shares on December 27, 1996 (the last trading day in fiscal
year 1996) of $7.25.
LONG-TERM INCENTIVE PLAN AWARDS
In 1996, the Compensation Committee's Long-Term Incentive Plan awards to
officers and key employees were made through the grant of stock options as
described above in the table immediately following the Summary Compensation
Table and in accordance with the Committee's responsibilities as outlined below
in the Compensation Committee Report under the heading "Stock Options and Long-
Term Incentive Compensation."
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 1996 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
500,000 125,000 166,668 208,333 250,000
550,000 137,500 183,335 229,166 275,000
600,000 150,000 200,000 250,000 300,000
650,000 162,500 216,668 270,833 325,000
700,000 175,000 233,335 291,666 350,000
750,000 187,500 250,000 312,500 375,000
800,000 200,000 266,668 333,333 400,000
850,000 212,500 283,335 354,166 425,000
900,000 225,000 300,000 375,000 450,000
</TABLE>
- ---------------
(1) Certain of the benefits shown in the table may in part be paid as an
operating expense outside the tax-qualified Lamson & Sessions Plan due to
the maximum annual benefit limitation of $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.
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.
13
<PAGE> 17
Messrs. Schulze, Abel, Allen, Buck and Meyer are participants in the Lamson
& Sessions Plan with 9, 6, 28, 10 and 7 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.
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.
The Company entered into amended and restated supplemental executive
retirement plans in March 1990 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 1996 for the participants as a
group (including Messrs. Schulze, Abel and Allen named in the Summary
Compensation Table) was $576,300. 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. The
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, the individual would continue his
employment with the Company in his then
14
<PAGE> 18
current position for a term ranging from two to three years following such
"change in control." Following a "change in control" each officer who is a party
to an Employment Agreement would be entitled during the ensuing period of
employment to receive base compensation and to continue to participate in
incentive and employee benefit plans consistent with past practices. Upon the
occurrence of a "change in control" followed by (i) a significant adverse change
in the nature or scope of the officer's duties or compensation, (ii) a
determination by such officer that he is unable effectively to carry out his
duties and responsibilities, (iii) relocation of the officer's principal work
location to a place more 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
the 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, 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 Company's executive
compensation
15
<PAGE> 19
plans. No member of the Committee has interlocking relationships, reporting of
which is required by applicable rules of the SEC.
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 1996.
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) the overall improvement, on an operating basis, of the Company's financial
position during the past year, (ii) the further progress made in improving the
Company's capital structure, and (iii) the continuing improvement in the
strategic positioning of the Company.
SHORT-TERM INCENTIVE COMPENSATION
Under the Company's Short-Term Incentive Plan, target award levels are
established annually by the Committee for each executive officer of the Company.
The Chairman's award is based solely on the financial performance of the Company
expressed in terms of earnings per share. Executive officers receive awards
based 80% on the financial performance of the Company and individual business
units and 20% on the achievement of specific personal goals and objectives.
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. Accordingly, the Committee has approved
the implementation of stock ownership guidelines for the executive officers
which are to be achieved over a fixed period of time.
16
<PAGE> 20
The guidelines are based on each executive officer's respective salary
compensation level and they will be reviewed by the Committee at appropriate
intervals.
The Committee fixes the terms, vesting requirements 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. Options granted to executive officers vest
one-third on each anniversary over three years, with number of shares vested in
each year rounded to the nearest whole share.
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 the grant
of performance units to executive officers for 1996.
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, 1991 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 &
MEASUREMENT PERIOD LAMSON & TRICAL EQUIP- POOR'S 500
(FISCAL YEAR COVERED) SESSIONS MENT INDEX INDEX
<S> <C> <C> <C>
12/91 100 100 100
12/92 136 110 108
12/93 115 132 118
12/94 145 134 120
12/95 188 188 165
12/96 176 254 203
</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 January 23, 1997. Except for Mr.
Schulze who beneficially owns 3.97% and Mr. Allen who beneficially owns 1.00% of
the Company's Common Shares, none of the other 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............................... 565,866
James J. Abel................................. 137,600
Charles E. Allen.............................. 142,500
Mark R. Buck.................................. 63,183
A. Corydon Meyer.............................. 40,740
</TABLE>
- ---------------
(1) Includes the following number of Common Shares which are not owned of record
but which could be acquired by the individual within 60 days after January
23, 1997 upon the exercise of outstanding options under the Company's stock
option plans: Mr. Schulze -- 410,466; Mr. Abel -- 134,600; Mr.
Allen -- 109,933; Mr. Buck -- 60,333; and Mr. Meyer -- 39,633.
(2) Includes shares held jointly or 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. Unless otherwise indicated, or in the case of
joint ownership, 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 executive officer has disclaimed beneficial
ownership of any shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 28, 1996, 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:
Timothy A. Hibbard, an executive officer of the Company inadvertently filed a
Form 3 two weeks late.
INDEPENDENT AUDITORS
For many years the firm of Ernst & Young LLP ("Ernst & Young"), Cleveland,
Ohio, has served as independent auditors to the Company. In February 1996, 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 28, 1996. Representatives of Ernst & Young are
expected to be present at the Meeting and will have the opportunity to make a
statement if they so
19
<PAGE> 23
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 1998, must be received by the Company's
Secretary at its principal office in Cleveland, Ohio, not later than November
13, 1997 for inclusion in the Company's Proxy Statement and form of proxy
relating to the 1998 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 1996 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
[Lamson Sessions Logo]
THIS PROXY IS SOLICITED ON BEHALF
25701 Science Park Drive OF THE BOARD OF DIRECTORS.
Cleveland, Ohio 44122 The undersigned hereby appoints J. J.
P Abel, C. E. Allen and L. L. Spencer,
--------------------------- and each of them, as proxies, each with
R the power to appoint his substitute,
and hereby authorizes them to represent
O and to vote, as designated below, all
the Common Shares of The Lamson &
X Sessions Co. held of record by the
undersigned on March 5, 1997 at the
Y Annual Meeting of Shareholders to be
held on April 25, 1997 or any
adjournment thereof.
1. ELECTION OF CLASS II DIRECTORS:
TO VOTE FOR ALL NOMINEES LISTED BELOW* [ ] TO WITHHOLD
AUTHORITY [ ]
for all nominees listed below
John C. Dannemiller, George R. Hill, 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. 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 ___________________ , 1997
______________________________________
Signature
______________________________________
Second signature if held jointly
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE
