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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 8, 1998
THE LAMSON & SESSIONS CO.
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(Exact name of registrant as specified in its charter)
OHIO 1-313 34-0349210
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(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File Number) Identification No.)
25701 Science Park Drive, 44122-7313
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Cleveland, Ohio (Zip Code)
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(Address of principal executive offices)
Registrant's telephone number, including area code: (216) 464-3400
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On September 8, 1998, the Directors of The Lamson & Sessions Co. (the
"Company") declared a dividend distribution of one right (a "Right") for each
Common Share, without par value (the "Common Shares"), of the Company
outstanding at the close of business on September 20, 1998 (the "Record Date"),
pursuant to the terms of a Rights Agreement, dated as of September 8, 1998 (the
"Rights Agreement"), between the Company and National City Bank, as Rights
Agent. The Rights Agreement also provides, subject to specified exceptions and
limitations, that Common Shares issued or delivered from the Company's treasury
after the Record Date will be entitled to and accompanied by Rights. The Rights
are in all respects subject to and governed by the provisions of the Rights
Agreement, a copy of which (including all exhibits thereto) is filed as Exhibit
4.1 hereto and incorporated herein by this reference. A summary description of
the Rights is set forth in Exhibit C to the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired: N/A
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(b) Pro Forma Financial Information: None
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(c) Exhibits:
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Exhibit
Number Exhibit
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4.1 Rights Agreement (including a Form of
Certificate of Adoption of Amendment as
Exhibit A thereto, a Form of Right
Certificate as Exhibit B thereto and a
Summary of Rights to Purchase Preferred
Stock as Exhibit C thereto), incorporated by
reference to Exhibit 4.1 to the Company's
Registration Statement on Form 8-A filed
September 9, 1998
99.1 Form of letter to stockholders, dated
September, 1998, incorporated by reference
to Exhibit 99.1 to the Company's
Registration Statement on Form 8-A filed
September 9, 1998
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
THE LAMSON & SESSIONS CO.
By: /s/ James J. Abel
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Name: James J. Abel
Title: Secretary
Dated: September 9, 1998
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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4.1 Rights Agreement (including a Form of Certificate of
Adoption of Amendment as Exhibit A thereto, a Form of
Right Certificate as Exhibit B thereto and a Summary of
Rights to Purchase Preferred Stock as Exhibit C
thereto), incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form 8-A filed
September 9, 1998
99.1 Form of letter to stockholders, dated September, 1998,
incorporated by reference to Exhibit 99.1 to the
Company's Registration Statement on Form 8-A filed
September 9, 1998
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