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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d - 1(b)(c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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The Lamson & Sessions Co.
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(Name of Issuer)
Common Shares, without par value
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(Title of Class of Securities)
513696104
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(CUSIP Number)
July 8, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/x/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1 of 5 Pages
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CUSIP NO. 13G Page 2 of 5 Pages
513696104
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(1) NAME OF REPORTING PERSONS - The Lamson & Sessions Co. Salaried Employees'
Retirement Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION State of Ohio
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NUMBER OF (5) SOLE VOTING POWER: 682,756
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY EACH (6) SHARED VOTING POWER: 0
REPORTING
PERSON WITH -------------------------------------------------
(7) SOLE DISPOSITIVE POWER: 682,756
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(8) SHARED DISPOSITIVE POWER: 0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,756
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1%
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(12) TYPE OF REPORTING PERSON* EP
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*SEE INSTRUCTION BEFORE FILLING OUT
2 of 5 Pages
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SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER: The Lamson & Sessions Co.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
25701 Science Park Drive
Cleveland, Ohio 44122
ITEM 2. 2(a) Name of Person Filing: The Lamson & Sessions Co. Salaried
Employees' Retirement Plan
2(b) Address of Principal Business Office, or, if none,
Residence: 25701 Science Park Dr.
Cleveland, Ohio 44122
2(c) Citizenship: STATE OF OHIO
2(d) Title of Class of Securities: COMMON SHARES,
WITHOUT PAR VALUE
2(e) CUSIP Number: 513696104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under Section 15 of the Exchange Act.
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) / / Investment company registered under Section 8 of the Investment
Company Act.
(e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) /x/ An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(b)(14) of the Investment
Company Act;
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. / /
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: See Item 9 on Page 2 of 5
(b) Percent of class: See Item 11 on Page 2 of 5
3 of 5 Pages
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SCHEDULE 13G
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
SEE ITEM 5 ON PAGE 2 OF 5,
(ii) Shared power to vote or to direct the vote
SEE ITEM 6 ON PAGE 2 OF 5,
(iii) Sole power to dispose or to direct the disposition of
SEE ITEM 7 ON PAGE 2 OF 5,
(iv) Shared power to dispose or to direct the disposition of
SEE ITEM 8 ON PAGE 2 OF 5.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below, I certify that, to the best of my knowledge and
belief, the Securities referred to above were acquired and held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
4 of 5 Pages
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SCHEDULE 13G
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
August 7, 1998
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(Date)
/s/ James J. Abel
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(Signature)
James J. Abel
Attorney-In-Fact*
*Signed pursuant to a power of attorney, dated August 6, 1998, included as
Exhibit 24 to this Schedule 13G.
EXHIBIT INDEX
Exhibit 24 Power of Attorney
5 of 5 Pages
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EXHIBIT 24
THE LAMSON & SESSIONS CO.
POWER OF ATTORNEY
The undersigned officer(s) of National City Bank (the "Trustee"),
Trustee of the Salaried Employees' Retirement Plan of The Lamson & Sessions
Co., an Ohio Corporation (the "Company"), in order to file with the
Securities and Exchange Commission, any Schedule 13D or 13G for the Company
in accordance with Section 13 of the Securities Exchange Act of 1934, as
amended, and the rules thereunder, does hereby constitute and appoint James
J. Abel with full power and substitution and resubstitution, as attorney to
sign for the Trustee, in the capacity indicated below, any Schedule 13D or
13G, including any amendments and exhibits thereto, with full power and
authority to do and perform any and all acts and things whatsoever necessary
and required to be done in connection with such signing as fully to all
intents and purposes as the Trustee would do if personally present, hereby
ratifying and approving the acts of said attorney and any substitute(s)
therefor in connection with such signing. The authority of James J. Abel
shall continue with respect to the undersigned until the undersigned is no
longer required to file Schedules 13D or 13G unless revoked earlier in
writing:
IN WITNESS WHEREOF, the undersigned has hereunto set their hand as of
the 6th day of August 1998.
/s/ M. Patricia Allen
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M. Patricia Allen, Vice President
National City Bank - Trustee
/s/ Luann Simun
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Luann Simun, Trust Officer
National City Bank - Trustee
