<PAGE> 1
As filed with the Securities and Exchange Commission on August __, 1998
Registration No. ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
THE LAMSON & SESSIONS CO.
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(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-0349210
------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
-------------------
25701 Science Park Drive
Cleveland, Ohio 44122-9803
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(Address and Zip Code of Principal Executive Offices)
------------------
THE LAMSON & SESSIONS CO. 1998 INCENTIVE EQUITY PLAN
----------------------------------------------------
(Full Title of the Plan)
------------------
James J. Abel
The Lamson & Sessions Co.
Executive Vice President, Secretary, Treasurer and Chief Financial Officer
25701 Science Park Drive
Cleveland, Ohio 44122-9803
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(Name and Address of Agent for Service)
(216) 464-3400
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(Telephone Number, Including Area Code, of Agent for Service)
------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share Offering Price (2)(3) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 650,000 $5.750 $3,737,500 $1,103.00
- ----------------------------------------------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement
also covers an indeterminate amount of interests to be offered or sold pursuant to The Lamson & Sessions Co. 1998
Incentive Equity Plan (the "Plan") described herein.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of
the high and low sale prices for Common Shares on the New York Stock Exchange on August 18, 1998.
(3) Estimated solely for the purpose of determining the registration fee.
======================================================================================================================
</TABLE>
Page 1 of 7
<PAGE> 2
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. These documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
Part II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by The Lamson
& Sessions Co. (the "Company") with the Securities and Exchange Commission
pursuant to the Exchange Act of 1934, as amended (the "Exchange Act")(File No.
1-313) are incorporated by reference herein and shall be deemed to be part
hereof:
(1) Annual Report on Form 10-K for the fiscal year ended
January 3, 1998;
(2) Quarterly Reports on Forms 10-Q for the fiscal quarters
ended April 4, 1998 and July 4, 1998; and
(3) Description of the Company's Common Shares, without par
value, contained in the Registration Statements filed by the Company under
Section 12 of the Exchange Act for purposes of registering such security
thereunder, and any amendments and reports filed for purposes of updating that
description.
All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold shall be deemed
to be incorporated herein by reference and shall be deemed a part hereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code empowers a corporation to
indemnify persons serving as its directors and officers (or serving at the
request of the corporation in such capacity for another corporation) against
expenses incurred in connection with actions, suits or proceedings relating to
the fact that such persons were serving as directors or officers of such
corporation. Article IV of the Company's Amended Code of Regulations provides
that the Company shall indemnify its directors, officers, employees and agents
whose conduct meets certain standards under prescribed conditions and subject to
various qualifications. Article IV of the Company's Amended Code of Regulations
is set forth in Exhibit 4(c) hereto and is incorporated herein by reference. The
Company maintains insurance on behalf of any person who is or was or shall
become a director or officer against any loss, as defined, arising from any
claim, as defined, asserted against him in any such capacity, subject to certain
exclusions. In addition, the Company maintains a fiduciary liability insurance
policy which is designed to cover the Company and past, present and future
directors, officers, employees or trustees of the sponsor corporation or plans
while such persons are acting as fiduciaries of sponsored plans.
Page 2 of 7
<PAGE> 3
The Company has entered into indemnification agreements with each
current director as well as each of the Company's executive officers. Such
agreements provide that, to the extent permitted by Ohio law, the Company will
indemnify the director or officer against all expenses, costs, liabilities and
losses (including attorneys' fees, judgments, fines or settlements) incurred or
suffered by the director or officer in connection with any suit in which the
director or officer is a party or otherwise involved as a result of this service
as a director or as an officer if his conduct giving rise to such liability
meets certain prescribed standards.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) The Lamson & Sessions Co. 1998 Incentive Equity Plan.
4(b) Amended Articles of Incorporation of the Company filed as
Exhibit 4(a) to the Company's Registration Statement on Form
S-8 filed August 5, 1997 (Registration No. 333-32875), and
incorporated herein by reference.
4(c) Amended Code of Regulations of the Company filed as Exhibit
3(b) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by reference.
5 Opinion of Jones, Day, Reavis & Pogue.
23(a) Consent of Jones, Day, Reavis & Pogue (Included in Exhibit 5).
23(b) Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney for each officer and director of the Company
signing this Registration Statement.
ITEM 9. UNDERTAKINGS.
(A) The Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
-----------------
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
Page 3 of 7
<PAGE> 4
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(B) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be in the initial
bona fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, except as to certain insurance
policies, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Company
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Page 4 of 7
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
The Lamson & Sessions Co. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing the Registration Statement on
Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cleveland,
State of Ohio, on this 19th day of August, 1998.
THE LAMSON & SESSIONS CO.
/s/ James J. Abel
-------------------------------------------------
Executive Vice President, Secretary, Treasurer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of August 19, 1998.
/s/ John B. Schulze Chairman of the Board, President and
- -------------------------- Chief Executive Officer
John B. Schulze (Principal Executive Officer); Director
/s/ James J. Abel Executive Vice President, Secretary, Treasurer and
- -------------------------- Chief Financial Officer
James J. Abel (Principal Financial Officer)
/s/ Lori L. Spencer Vice President and Controller
- --------------------------
Lori L. Spencer
/s/ James T. Bartlett* Director
- --------------------------
James T. Bartlett
/s/ Francis H. Beam, Jr.* Director
- --------------------------
Francis H. Beam, Jr.
/s/ Martin J. Cleary* Director
- --------------------------
Martin J. Cleary
/s/ William H. Coquillette* Director
- --------------------------
William H. Coquillette
/s/ John C. Dannemiller* Director
- --------------------------
John C. Dannemiller
/s/ George R. Hill* Director
- --------------------------
George R. Hill
/s/ A. Malachi Mixon, III* Director
- --------------------------
A. Malachi Mixon, III
/s/ John C. Morley* Director
- --------------------------
John C. Morley
/s/ D. Van Skilling* Director
- --------------------------
D. Van Skilling
Page 5 of 7
<PAGE> 6
*The undersigned by signing his name hereto, does sign and execute this
Registration Statement on Form S-8 pursuant to a Power of Attorney executed on
behalf of the above-indicated officers and directors of The Lamson & Sessions
Co. and filed herewith as Exhibit 24 on behalf of The Lamson & Sessions Co. and
each such person.
By /s/ James J. Abel
-------------------------------------
James J. Abel, Attorney-in-fact
August 19, 1998
Page 6 of 7
<PAGE> 7
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION
- -------------- -------------------
4(a) The Lamson & Sessions Co. 1998 Incentive Equity Plan.
4(b) Amended Articles of Incorporation of the Company filed as
Exhibit 4(a) to the Company's Registration Statement on Form
S-8 filed August 5, 1997 (Registration No. 333-32875), and
incorporated herein by reference.
4(c) Amended Code of Regulations of the Company filed as Exhibit
3(b) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by reference.
5 Opinion of Jones, Day, Reavis & Pogue.
23(a) Consent of Jones, Day, Reavis & Pogue (Included in Exhibit 5).
23(b) Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney for each officer and director of the
Company signing this Registration Statement.
Page 7 of 7
<PAGE> 1
EXHIBIT 4(a)
THE LAMSON & SESSIONS CO.
1998 INCENTIVE EQUITY PLAN
SECTION 1. PURPOSE.
The Lamson & Sessions Co. 1998 Incentive Equity Plan (the "Plan") is
intended to encourage key executives and managerial employees of The Lamson &
Sessions Co. (the "Company") and its subsidiaries to become owners of stock of
the Company in order to increase their interest in the Company's long-term
success, to provide incentive equity opportunities that are competitive with
other similarly situated corporations and to stimulate the efforts of such
employees by giving suitable recognition for services that contribute materially
to the Company's success.
SECTION 2. DEFINITIONS.
For purposes of the Plan, the following terms are defined as set forth
below:
"APPRECIATION RIGHT" means a right granted pursuant to
Section 5 of this Plan, and includes both Tandem Appreciation Rights
and Free-Standing Appreciation Rights.
"BASE PRICE" means the price to be used as the basis for
determining the Spread upon the exercise of a Free-Standing
Appreciation Right and a Tandem Appreciation Right.
"BOARD" means the Board of Directors of the Company.
"CHANGE IN CONTROL" has the meaning provided in Section 13 of
this Plan.
"CODE" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto.
"COMMITTEE" means the committee (or subcommittee) described in
Section 17(a) of this Plan.
"COMMON SHARES" means (i) common shares, without par value, of
the Company and (ii) any security into which such common shares may be
converted by reason of any transaction or event of the type referred to
in Section 11 of this Plan.
"COVERED EMPLOYEE" means a Participant who is, or is
determined by the Committee to be likely to become, a "covered
employee" within the meaning of Section 162(m) of the Code (or any
successor provision).
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<PAGE> 2
"DATE OF GRANT" means the date specified by the Committee on
which a grant of Option Rights, Appreciation Rights, Performance Shares
or Performance Units or a grant or sale of Restricted Shares or
Deferred Shares becomes effective (which date may not be earlier than
the date on which the Committee takes action with respect thereto).
"DEFERRAL PERIOD" means the period of time during which
Deferred Shares are subject to deferral limitations under Section 7 of
this Plan.
"DEFERRED SHARES" means an award made pursuant to Section 7 of
this Plan of the right to receive Common Shares at the end of a
specified Deferral Period.
"DIRECTOR" means a member of the Board of Directors of the
Company.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as such law, rules
and regulations may be amended from time to time.
"FREE-STANDING APPRECIATION RIGHT" means an Appreciation Right
granted pursuant to Section 5 of this Plan that is not granted in
tandem with an Option Right.
"INCENTIVE STOCK OPTIONS" means Option Rights that are
intended to qualify as "incentive stock options" under Section 422 of
the Code or any successor provision.
"IMMEDIATE FAMILY" has the meaning stated in Rule 16a-1(e) of
the Securities and Exchange Commission promulgated under Section 16 of
the Exchange Act (or any successor rule to the same effect), as in
effect from time to time.
"MANAGEMENT OBJECTIVES" means any performance objectives
established by the Committee pursuant to Section 9 of this Plan for
Participants who have received grants of Performance Shares or
Performance Units or, when so determined by the Committee, Option
Rights, Appreciation Rights, Restricted Shares or dividend credits
pursuant to this Plan.
"MARKET VALUE PER SHARE" means, as of any particular date, the
fair market value of the Common Shares as determined by the Committee.
"OPTIONEE" means the optionee named in an agreement evidencing
an outstanding Option Right.
"OPTION PRICE" means the purchase price payable upon the
exercise of an Option Right.
"OPTION RIGHT" means the right to purchase Common Shares upon
exercise of an option granted pursuant to Section 4 of this Plan.
-2-
<PAGE> 3
"PARTICIPANT" means a person who is selected by the Committee
to receive benefits under this Plan and who is at the time an officer,
including without limitation an officer who may also be a member of the
Board, or other key employee of the Company or any one or more of its
Subsidiaries, or who has agreed to commence serving in any of such
capacities within 90 days of the Date of Grant.
"PERFORMANCE PERIOD" means, in respect of a Performance Share
or Performance Unit, a period of time established pursuant to Section 8
of this Plan within which the Management Objectives relating to such
Performance Share or Performance Unit are to be achieved.
"PERFORMANCE SHARE" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this
Plan.
"PERFORMANCE UNIT" means a bookkeeping entry that records a
unit equivalent to $1.00 awarded pursuant to Section 8 of this Plan.
"RESTRICTED SHARES" means Common Shares granted or sold
pursuant to Section 6 of this Plan as to which neither the substantial
risk of forfeiture nor the prohibition on transfers referred to in such
Section 6 has expired.
"RULE 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission promulgated under Section 16 of the Exchange Act (or any
successor rule to the same effect), as in effect from time to time.
"SPREAD" means the excess of the Market Value per Share on the
date when an Appreciation Right is exercised over the Option Price or
Base Price provided for in the related Option Right or Free-Standing
Appreciation Right, respectively.
"SUBSIDIARY" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Company has a
direct or indirect ownership or other equity interest except that for
purposes of determining whether any person may be a Participant for
purposes of any grant of Incentive Stock Options "Subsidiary" means any
corporation in which the Company owns or controls, directly or
indirectly, more than 50 percent of the total combined voting power
represented by all classes of stock issued by such corporation at the
time of such grant.
"TANDEM APPRECIATION RIGHT" means an Appreciation Right
granted pursuant to Section 5 of this Plan that is granted in tandem
with an Option Right.
"VOTING POWER" means, at any time, the total votes relating to
the then-outstanding securities entitled to vote generally in the
election of Directors.
"VOTING STOCK" means, at any time, then-outstanding securities
entitled to vote generally in the election of Directors.
-3-
<PAGE> 4
SECTION 3. SHARES AVAILABLE UNDER THE PLAN.
(a) Subject to adjustment as provided in Section 11 of this
Plan, the number of Common Shares that may be issued or transferred (i)
upon the exercise of Option Rights or Appreciation Rights, (ii) as
Restricted Shares and released from substantial risks of forfeiture
thereof, (iii) as Deferred Shares, (iv) in payment of Performance
Shares or Performance Units that have been earned, or (v) in payment of
dividend equivalents paid with respect to awards made under this Plan
may not exceed in the aggregate 650,000 Common Shares. Such shares may
be shares of original issuance or treasury shares or a combination of
the foregoing. Upon the payment of any Option Price by the transfer to
the Company of Common Shares or upon satisfaction of any withholding
amount by means of transfer or relinquishment of Common Shares, there
will be deemed to have been issued or transferred under this Plan only
the net number of Common Shares actually issued or transferred by the
Company.
(b) Notwithstanding anything in this Section 3 or elsewhere in
this Plan to the contrary, and subject to adjustment as provided in
Section 11 of this Plan, (i) the aggregate number of Common Shares
actually issued or transferred by the Company upon the exercise of
Incentive Stock Options may not exceed 650,000 Common Shares, (ii) the
number of Restricted Shares that are not conditioned on the attainment
of Management Objectives plus the number of Deferred Shares may not
(after taking any forfeitures into account) exceed in the aggregate
225,000 Common Shares and (iii) no Participant shall be granted Option
Rights and Appreciation Rights, in the aggregate, for more than 250,000
Common Shares during any period of 3 years.
(c) Notwithstanding any other provision of this Plan to the
contrary, in no event shall any Participant in any calendar year
receive an award of Performance Shares or Performance Units having an
aggregate maximum value as of their respective Dates of Grant in excess
of $500,000.
SECTION 4. OPTION RIGHTS.
The Committee may from time to time authorize grants to Participants of
options to purchase Common Shares upon such terms and conditions as the
Committee may determine in accordance with the following provisions:
(a) Each grant will specify the number of Common Shares to
which it pertains subject to the limitations set forth in Section 3 of
this Plan.
(b) Each grant will specify an Option Price per Common Share,
which will be equal to or greater than the Market Value per Share on
the Date of Grant.
(c) Each grant will specify the form of consideration to be
paid in satisfaction of the Option Price and the manner of payment of
such consideration, which may include (i) cash in the form of currency
or check or other cash equivalent acceptable to the
-4-
<PAGE> 5
Company, (ii) nonforfeitable, unrestricted Common Shares that are
already owned by the Optionee and have a value at the time of exercise
that is equal to the Option Price, (iii) any other legal consideration
that the Committee may deem appropriate, including without limitation
any form of consideration authorized under Section 4(d) below, on such
basis as the Committee may determine in accordance with this Plan and
(iv) any combination of the foregoing. For purposes of this Section 4,
constructive delivery of shares will be deemed equivalent to actual
delivery.
(d) On or after the Date of Grant, the Committee may determine
that payment of the Option Price of any Option Right (other than an
Incentive Stock Option) may also be made in whole or in part in the
form of Restricted Shares or other Common Shares that are subject to
risk of forfeiture or restrictions on transfer. Unless otherwise
determined by the Committee on or after the Date of Grant, whenever any
Option Price is paid in whole or in part by means of any of the forms
of consideration specified in this Section 4(d), the Common Shares
received by the Optionee upon the exercise of the Option Rights will be
subject to the same risks of forfeiture or restrictions on transfer as
those that applied to the consideration surrendered by the Optionee
except that such risks of forfeiture and restrictions on transfer will
apply only to the same number of Common Shares received by the Optionee
as applied to the forfeitable or restricted Common Shares surrendered
by the Optionee.
(e) Any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a broker of some or all of the
Common Shares to which the exercise relates.
(f) Successive grants may be made to the same Participant
regardless of whether any Option Rights previously granted to such
Participant under the Plan or any similar predecessor plan remain
unexercised.
(g) Each grant will specify the period or periods of
continuous employment of the Optionee by the Company or any Subsidiary
that are necessary before the Option Rights or installments thereof
will become exercisable, and any grant may provide for the earlier
exercise of such Option Rights in the event of a Change in Control.
(h) Any grant of Option Rights may specify Management
Objectives that must be achieved as a condition to the exercise of such
rights.
(i) Option Rights granted under this Plan may be (i) options,
including without limitation Incentive Stock Options, that are intended
to qualify under particular provisions of the Code (ii) options that
are not intended so to qualify, or (iii) combinations of the foregoing.
(j) On or after the Date of Grant of any Option Rights other
than Incentive Stock Options, the Committee may provide for the payment
to the Optionee of dividend equivalents on such Option Rights in cash
or Common Shares on a current, deferred or
-5-
<PAGE> 6
contingent basis, or the Committee may provide that such equivalents
will be credited against the Option Price.
(k) The exercise of an Option Right will result in the
cancellation on a share-for-share basis of any Tandem Appreciation
Right authorized under Section 5 of this Plan.
(l) No Option Right granted under this Plan may be exercised
more than 10 years from the Date of Grant.
(m) Each grant of Option Rights will be evidenced by an
agreement executed on behalf of the Company by any officer of the
Company and delivered to and accepted by the Optionee and containing
such terms and provisions, consistent with this Plan, as the Committee
may approve.
SECTION 5. APPRECIATION RIGHTS.
(a) The Committee may authorize the granting (i) to any
Optionee, of Tandem Appreciation Rights in respect of Option Rights
granted under this Plan, and (ii) to any Participant, of Free-Standing
Appreciation Rights. A Tandem Appreciation Right is a right of the
Optionee, exercisable by surrender of the related Option Right, to
receive from the Company an amount determined by the Committee, which
will be expressed as a percentage of the Spread (not exceeding 100
percent) at the time of exercise. Tandem Appreciation Rights may be
granted at any time prior to the exercise or termination of the related
Option Rights except that a Tandem Appreciation Right awarded in
relation to an Incentive Stock Option must be granted concurrently with
such Incentive Stock Option. A Free-Standing Appreciation Right is a
right of the Participant to receive from the Company an amount
determined by the Committee, which will be expressed as a percentage of
the Spread (not exceeding 100 percent) at the time of exercise.
(b) Each grant of Appreciation Rights may utilize any or all
of the authorizations, and will be subject to all of the requirements
contained in the following provisions:
(i) Any grant may specify that the amount payable on
exercise of an Appreciation Right may be paid by the Company
in cash, in Common Shares or in any combination of the
foregoing and may either grant to the Participant or retain in
the Committee the right to elect among those alternatives.
(ii) Any grant may specify that the amount payable on
exercise of an Appreciation Right may not exceed a maximum
specified by the Committee on the Date of Grant.
(iii) Any grant may specify waiting periods before
exercise and permissible exercise dates or periods.
-6-
<PAGE> 7
(iv) Any grant may specify that such Appreciation Right
may be exercised only in the event of, or earlier in the event
of, a Change in Control.
(v) Any grant may provide for the payment to the
Participant of dividend equivalents on the grant in cash or
Common Shares on a current, deferred or contingent basis.
(vi) Any grant may specify Management Objectives that
must be achieved as a condition of the exercise of such
rights.
(vii) Each grant of Appreciation Rights will be
evidenced by an agreement executed on behalf of the Company by
an officer of the Company and delivered to and accepted by the
Participant, which agreement will describe such Appreciation
Rights, identify the related Option Rights (if applicable),
state that such Appreciation Rights are subject to all the
terms and conditions of this Plan, and contain such other
terms and provisions, consistent with this Plan, as the
Committee may approve.
(c) Any grant of Tandem Appreciation Rights will provide that
such Rights may be exercised only at a time when the related Option
Right is also exercisable and at a time when the Spread is positive,
and by surrender of the related Option Right for cancellation.
(d) Regarding Free-Standing Appreciation Rights only:
(i) Each grant will specify in respect of each
Free-Standing Appreciation Right a Base Price, which will be
equal to or greater than the Market Value per Share on the
Date of Grant;
(ii) Successive grants may be made to the same
Participant regardless of whether any Free-Standing
Appreciation Rights previously granted to the Participant
remain unexercised; and
(iii) No Free-standing Appreciation Right granted under
this Plan may be exercised more than 10 years from the Date of
Grant.
SECTION 6. RESTRICTED SHARES.
The Committee may also authorize the grant or sale of Restricted Shares
to Participants upon such terms and conditions as the Committee may determine in
accordance with the following provisions:
(a) Each such grant or sale will constitute an immediate
transfer of the ownership of Common Shares to the Participant in
consideration of the performance of services, entitling such
Participant to dividend, voting and other ownership rights, subject
-7-
<PAGE> 8
to the substantial risk of forfeiture and restrictions on transfer
referred to below.
(b) Each such grant or sale may be made without additional
consideration from the Participant or in consideration of a payment by
the Participant that is less than the Market Value per Share on the
Date of Grant.
(c) Each such grant or sale will provide that the Restricted
Shares covered by such grant or sale will be subject to a "substantial
risk of forfeiture" within the meaning of Section 83 of the Code,
except (if the Committee so determines) in the event of a Change in
Control, for a period of not less than 3 years to be determined by the
Committee on the Date of Grant.
(d) Each such grant or sale will provide that, during the
period for which such substantial risk of forfeiture is to continue,
the transferability of the Restricted Shares will be prohibited or
restricted in the manner and to the extent prescribed by the Committee
on the Date of Grant. Such restrictions may include, without
limitation, rights of repurchase or first refusal in the Company or
provisions subjecting the Restricted Shares to a continuing substantial
risk of forfeiture in the hands of any transferee.
(e) Any such grant or sale may be further conditioned upon the
attainment of Management Objectives that, if achieved, will result in
termination or early termination of the restrictions applicable to such
shares. Each grant may specify, in respect of such Management
Objectives, a minimum acceptable level of achievement and may set forth
a formula for determining the number of Restricted Shares on which
restrictions will terminate if performance is at or above the minimum
level, but falls short of full achievement of the specified Management
Objectives.
(f) Any such grant or sale may require that any or all
dividends or other distributions paid on the Restricted Shares during
the period of such restrictions be automatically deferred and
reinvested in additional Restricted Shares, which may be subject to the
same restrictions as the underlying award or such other restrictions as
the Committee may determine.
(g) Each such grant or sale will be evidenced by an agreement
executed on behalf of the Company by any officer of the Company and
delivered to and accepted by the Participant and containing such terms
and provisions, consistent with this Plan, as the Committee may
approve. Unless otherwise directed by the Committee, all certificates
representing Restricted Shares, together with a stock power endorsed in
blank by the Participant with respect to such shares, will be held in
custody by the Company until all restrictions on such Restricted Shares
lapse.
SECTION 7. DEFERRED SHARES.
The Committee may also authorize grants or sales of Deferred Shares to
Participants upon such terms and conditions as the Committee may determine in
accordance with the
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following provisions:
(a) Each such grant or sale will constitute the agreement by
the Company to deliver Common Shares to the Participant in the future
in consideration of the performance of services, subject to the
fulfillment during the Deferral Period of such conditions as the
Committee may specify.
(b) Each such grant or sale may be made without additional
consideration from the Participant or in consideration of a payment by
the Participant that is less than the Market Value per Share on the
Date of Grant.
(c) Each such grant or sale will be subject to a Deferral
Period fixed by the Committee on the Date of Grant, and any such grant
or sale may provide for the earlier termination of such period in the
event of a Change in Control.
(d) During the Deferral Period, the Participant will not have
any right to transfer any rights under the subject award, will not have
any rights of ownership in the Deferred Shares and will not have any
right to vote such shares, but the Committee may on or after the Date
of Grant authorize the payment of dividend equivalents on such shares
in cash or additional Common Shares on a current, deferred or
contingent basis.
(e) Each such grant or sale will be evidenced by an agreement
executed on behalf of the Company by any officer of the Company and
delivered to and accepted by the Participant and containing such terms
and provisions, consistent with this Plan, as the Committee may
approve.
SECTION 8. PERFORMANCE SHARES AND PERFORMANCE UNITS.
The Committee may also authorize grants of Performance Shares and
Performance Units that will become payable to a Participant upon achievement of
specified Management Objectives upon such terms and conditions as the Committee
may determine in accordance with the following provisions:
(a) Each such grant will specify the number of Performance
Shares or Performance Units to which it pertains, which number may be
subject to adjustment to reflect changes in compensation or other
factors, except that no such adjustment will be made in the case of a
Covered Employee where such action would result in the loss of the
otherwise available exemption of the award under Section 162(m) of the
Code.
(b) The Performance Period with respect to each Performance
Share or Performance Unit will be determined by the Committee on the
Date of Grant, and may be subject to earlier termination in the event
of a Change in Control except that no such acceleration will be made in
the case of a Covered Employee where such action would result in the
loss of the otherwise available exemption of the award under Section
162(m) of the Code.
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<PAGE> 10
(c) Each grant of Performance Shares or Performance Units will
specify Management Objectives that, if achieved, will result in payment
or early payment of the award, and each grant may specify in respect of
such specified Management Objectives a minimum acceptable level of
achievement below which no payment will be made and will set forth a
formula for determining the amount of any payment to be made if
performance is at or above such minimum level, but falls short of full
achievement of the specified Management Objectives.
(d) Each such grant will specify the time and manner of
payment of Performance Shares or Performance Units that have been
earned. Any grant may specify that any such amount may be paid by the
Company in cash, Common Shares or any combination of cash and Common
Shares and may either grant to the Participant or reserve to the
Committee the right to elect among those alternatives.
(e) Any grant of Performance Shares may specify that the
amount payable with respect to such grant may not exceed a maximum
specified by the Committee on the Date of Grant. Any grant of
Performance Units may specify that the amount payable, or the number of
Common Shares issued, with respect to the grant may not exceed maximums
specified by the Committee on the Date of Grant.
(f) On or after the Date of Grant of Performance Shares, the
Committee may provide for the payment to the Participant of dividend
equivalents on such Performance Shares in cash or additional Common
Shares on a current, deferred or contingent basis.
(g) Each grant of Performance Shares or Performance Units will
be evidenced by an agreement executed on behalf of the Company by any
officer of the Company and delivered to and accepted by the Participant
and stating that the Performance Shares or Performance Units are
subject to all of the terms and conditions of this Plan and such other
terms and provisions, consistent with this Plan, as the Committee may
approve.
SECTION 9. MANAGEMENT OBJECTIVES.
(a) Management Objectives may be described in terms of
Company-wide objectives or objectives that are related to the
performance of the individual Participant or the Subsidiary, division,
department or function within the Company or Subsidiary in which the
Participant is employed. The Management Objectives applicable to any
award to a Covered Employee will be based on specified levels of or
growth in one or more of the following criteria:
(i) cash flow/net assets ratio;
(ii) debt/capital ratio;
(iii) return on total capital;
(iv) return on equity;
(v) earnings per share growth;
(vi) revenue growth; and
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(vii) total return to shareholders.
(b) If the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company, or
the manner in which it conducts its business, or other events or
circumstances render the Management Objectives unsuitable, the
Committee may in its discretion modify such Management Objectives or
the related minimum acceptable level of achievement, in whole or in
part, as the Committee deems appropriate and equitable, except in the
case of a Covered Employee where such action would result in the loss
of the otherwise available exemption of the award under Section 162(m)
of the Code. In such case, the Committee shall not make any
modification of the Management Objectives or minimum acceptable level
of achievement.
SECTION 10. TRANSFERABILITY.
(a) Except as otherwise determined by the Committee, no Option
Right, Appreciation Right or other award granted under this Plan may be
transferred by a Participant other than by will or the laws of descent
and distribution. Except as otherwise determined by the Committee,
Option Rights and Appreciation Rights may be exercised during a
Participant's lifetime only by the Participant or, in the event of the
Participant's legal incapacity, by the Participant's guardian or legal
representative acting in a fiduciary capacity on behalf of the
Participant under state law and court supervision.
(b) Any grant or award made under this Plan may provide that
all or any part of the Common Shares that are (i) to be issued or
transferred by the Company upon the exercise of Option Rights or
Appreciation Rights, upon the termination of the Deferral Period
applicable to Deferred Shares, or upon payment under a grant of
Performance Shares or Performance Units, or (ii) no longer subject to
the substantial risk of forfeiture and restrictions on transfer
referred to in Section 6 of this Plan, will be subject to further
restrictions upon transfer.
(c) Notwithstanding the provisions of Section 10(a), if so
determined by the Committee in its discretion on or after the Date of
Grant, Option Rights, Appreciation Rights, Restricted Shares, Deferred
Shares, Performance Shares and Performance Units will be transferable
by a Participant, without payment of consideration therefor by the
transferee, to any one or more members of the Participant's Immediate
Family (or to one or more trusts established solely for the benefit of
one or more members of the Participant's Immediate Family or to one or
more partnerships in which the only partners are members of the
Participant's Immediate Family), except that (i) no such transfer will
be effective unless reasonable prior notice of such transfer is
delivered to the Company and such transfer is thereafter effected in
accordance with any terms and conditions that have been made applicable
to such transfer by the Company or the Committee and (ii) any such
transferee will be subject to the same terms and conditions under this
Plan as the Participant.
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<PAGE> 12
SECTION 11. ADJUSTMENTS.
The Committee may make or provide for such adjustments in the (a)
number of Common Shares covered by outstanding Option Rights, Appreciation
Rights, Deferred Shares and Performance Shares granted under this Plan, (b)
Option Price or Base Price provided in any outstanding Option Right or
Appreciation Right, and (c) kind of shares covered by such awards, as the
Committee in its sole discretion may in good faith determine to be equitably
required in order to prevent dilution or enlargement of the rights of
Participants that otherwise would result from (i) any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Company, (ii) any merger, consolidation, spin-off, spin-out,
split-off, split-up, reorganization, partial or complete liquidation of the
Company or other distribution of assets, issuance of rights or warrants to
purchase securities of the Company, or (iii) any other corporate transaction or
event having an effect similar to any of the foregoing. In the event of any such
transaction or event, the Committee, in its discretion, may provide in
substitution for any or all outstanding awards under this Plan such alternative
consideration as it may in good faith determine to be equitable under the
circumstances and may require in connection therewith the surrender of all
awards so replaced. Moreover, the Committee may on or after the Date of Grant
provide in the agreement evidencing any award under this Plan that the holder of
the award may elect to receive an equivalent award in respect of securities of
the surviving entity of any merger, consolidation or other transaction or event
having a similar effect, or the Committee may provide that the holder will
automatically be entitled to receive such an equivalent award. The Committee may
also make or provide for such adjustments in the number of shares specified in
Section 3 of this Plan as the Committee in its sole discretion may in good faith
determine to be appropriate in order to reflect any transaction or event
described in this Section 11 except that any such adjustment to the number
specified in Section 3(b)(i) may be made only if and to the extent that such
adjustment would not cause any Option Right intended to qualify as an Incentive
Stock Option to fail so to qualify. This Section 11 may not be construed to
permit the re-pricing of any Option Right in the absence of any of the
circumstances described above in contravention of Section 18(b) of this Plan.
SECTION 12. FRACTIONAL SHARES.
The Company will not be required to issue any fractional Common Shares
pursuant to this Plan. The Committee may provide for the elimination of
fractions or for the settlement of fractions in cash.
SECTION 13. CHANGE IN CONTROL.
For purposes of this Plan, a "Change in Control" means the occurrence
at any time of any of the following events:
(a) The Company is merged or consolidated or reorganized into
or with another corporation or other legal person, and as a result of
such merger, consolidation or reorganization less than a majority of
the combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held in
the
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<PAGE> 13
aggregate by the holders of Voting Stock immediately prior to such
transaction;
(b) The Company sells or otherwise transfers all or
substantially all of its assets to any other corporation or other legal
person, and less than a majority of the combined voting power of the
then-outstanding securities of such corporation or person immediately
after such sale or transfer is held in the aggregate by the holders of
Voting Stock immediately prior to such sale or transfer;
(c) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the Exchange Act, disclosing that any person (as the term
"person" is used in Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act) has become the beneficial owner (as the term "beneficial
owner" is defined under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities representing 15% or
more of the Voting Power;
(d) The Company files any report, proxy statement or other
document with the Securities and Exchange Commission pursuant to the
Exchange Act disclosing that a change in control of the Company has or
may have occurred or will or may occur in the future pursuant to any
then-existing contract or transaction; or
(e) If during any period of two consecutive years, individuals
who at the beginning of any such period constitute the Directors cease
for any reason to constitute at least a majority of Directors, unless
the election, or the nomination for election by the Company's
shareholders, of each Director first elected during such period was
approved by a vote of at least two-thirds of the Directors then still
in office who were Directors at the beginning of any such period.
Notwithstanding the foregoing provisions of Section 13(c) and (d)
above, a "Change in Control" will not be deemed to have occurred for purposes of
this Plan solely because (i) the Company, (ii) an entity in which the Company
directly or indirectly beneficially owns 80% or more of the voting securities,
or (iii) any Company-sponsored employee stock ownership plan or other employee
benefit plan of the Company either files or becomes obligated to file a report
or proxy statement under or in response to Schedule 13D, Schedule 14D-1,
Form 8-K or Schedule 14A (or any successor schedule, form or report or item
therein) under the Exchange Act, disclosing beneficial ownership by it of shares
of Voting Stock, whether in excess of 15% of the Voting Power or otherwise, or
because the Company reports that a change in control of the Company has or may
have occurred or will or may occur in the future by reason of such beneficial
ownership.
SECTION 14. WITHHOLDING TAXES.
To the extent that the Company is required to withhold federal, state,
local or foreign taxes in connection with any payment made or benefit realized
by a Participant or other person under this Plan, and the amounts available to
the Company for such withholding are insufficient, it will be a condition to the
receipt of such payment or the realization of such benefit that the
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<PAGE> 14
Participant or such other person make arrangements satisfactory to the Company
for payment of the balance of such taxes required to be withheld. At the
discretion of the Committee, such arrangements may include relinquishment of a
portion of such benefit. The Company and any Participant or such other person
may also make similar arrangements with respect to the payment of any taxes with
respect to which withholding is not required.
SECTION 15. CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED
LEAVES OF ABSENCE.
Notwithstanding any other provision of this Plan to the contrary, in
the event of termination of employment by reason of death, disability, normal
retirement, early retirement with the consent of the Company, leave of absence
to enter public service with the consent of the Company or other leave of
absence approved by the Company, or in the event of hardship or other special
circumstances, of a Participant who holds an Option Right or Appreciation Right
that is not immediately and fully exercisable, any Restricted Shares as to which
the substantial risk of forfeiture or the prohibition or restriction on transfer
has not lapsed, any Deferred Shares as to which the Deferral Period is not
complete, any Performance Shares or Performance Units that have not been fully
earned, or any Common Shares that are subject to any transfer restriction
pursuant to Section 10(b) of this Plan, the Committee may, in its sole
discretion, take any action that it deems to be equitable under the
circumstances or in the best interests of the Company, including without
limitation waiving or modifying any limitation or requirement with respect to
any award under this Plan.
SECTION 16. FOREIGN EMPLOYEES.
In order to facilitate the making of any grant or combination of grants
under this Plan, the Committee may provide for such special terms for awards to
Participants who are foreign nationals, or who are employed by the Company or
any Subsidiary outside of the United States of America, as the Committee may
consider necessary or appropriate to accommodate differences in local law, tax
policy or custom. Moreover, the Committee may approve such supplements to, or
amendments, restatements or alternative versions of, this Plan as it may
consider necessary or appropriate for such purposes without thereby affecting
the terms of this Plan as in effect for any other purpose, and the Secretary or
other appropriate officer of the Company may certify any such document as having
been approved and adopted in the same manner as this Plan. No such special
terms, supplements, amendments, restatements or alternative versions may include
any provisions that are inconsistent with the terms of this Plan, as then in
effect, unless this Plan could have been amended to eliminate such inconsistency
without further approval by the shareholders of the Company.
SECTION 17. ADMINISTRATION OF THE PLAN.
(a) This Plan will be administered by a committee of the Board
(or a subcommittee thereof) composed of not less than three members of
the Board, each of whom will be a "Non-Employee Director" within the
meaning of Rule 16b-3. A majority of the Committee will constitute a
quorum, and the acts of the members of the Committee
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<PAGE> 15
who are present at any meeting of the Committee at which a quorum is
present, or acts unanimously approved by the members of the Committee
in writing, will be the acts of the Committee.
(b) The interpretation and construction by the Committee of
any provision of this Plan or of any agreement, notification or
document evidencing the grant of Option Rights, Appreciation Rights,
Restricted Shares, Deferred Shares, Performance Shares or Performance
Units and any determination by the Committee pursuant to any provision
of this Plan or of any such agreement, notification or document will be
final and conclusive. No member of the Committee will be liable for any
such action taken or determination made in good faith.
SECTION 18. AMENDMENTS AND OTHER MATTERS.
(a) This Plan may be amended from time to time by the
Committee except that any amendment that must be approved by the
shareholders of the Company in order to comply with applicable law or
the rules of any national securities exchange upon which the Common
Shares are traded or quoted will not be effective unless and until such
approval has been obtained in compliance with such applicable law or
rules. Presentation of this Plan or any amendment of this Plan for
shareholder approval will not be construed to limit the Company's
authority to offer similar or dissimilar benefits under other plans
without shareholder approval.
(b) The Committee shall not, without the further approval of
the shareholders of the Company, authorize the amendment of any
outstanding Option Right to reduce the Option Price. Furthermore, no
Option Right may be cancelled and replaced with awards having a lower
Option Price without further approval of the shareholders of the
Company. This Section 18(b) is intended to prohibit the repricing of
"underwater" Option Rights and shall not be construed to prohibit the
adjustments provided for in Section 11 of this Plan.
(c) The Committee may require Participants, or may permit
Participants to elect, to defer the issuance of Common Shares or the
settlement of awards in cash under the Plan pursuant to such rules,
procedures or programs as it may establish for purposes of this Plan.
The Committee may also provide that deferred issuances and settlements
include the payment or crediting of interest on the deferred amounts,
or the payment or crediting of dividend equivalents where the deferred
amounts are denominated in Common Shares.
(d) This Plan will not confer upon any Participant any right
with respect to continuance of employment or other service with the
Company or any Subsidiary and will not interfere in any way with any
right that the Company or any Subsidiary would otherwise have to
terminate any Participant's employment or other service at any time.
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<PAGE> 16
(e) To the extent that any provision of this Plan would
prevent any Option Right that was intended to qualify under particular
provisions of the Code from so qualifying, such provision of this Plan
will be null and void with respect to such Option Right except that
such provision will remain in effect with respect to other Option
Rights, and there will be no further effect on any provision of this
Plan.
(f) The Committee may condition the grant of any award or
combination of awards authorized under this Plan on the surrender or
deferral by the Participant of his or her right to receive a cash bonus
or other compensation otherwise payable by the Company or a Subsidiary
to the Participant.
SECTION 19. TERMINATION.
No grant may be made under this Plan more than 10 years after the date
on which this Plan is first approved by the shareholders of the Company, but all
grants made on or prior to such date will continue in effect after that date
subject to the terms of those grants and of this Plan.
EFFECTIVE: APRIL 24, 1998
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<PAGE> 1
Exhibit 5
---------
August 20, 1998
The Lamson & Sessions Co.
25701 Science Park Drive
Cleveland, Ohio 44122-9803
Re: The Lamson & Sessions Co. 1998 Incentive Equity Plan
----------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for The Lamson & Sessions Co., an Ohio
corporation (the "Registrant"), in connection with The Lamson & Sessions Co.
1998 Incentive Equity Plan (the "Plan"). We have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion, and based thereon, we are of the opinion that the Registrant's Common
Shares without par value (the "Common Shares") that may be issued or transferred
and sold pursuant to the Plan and the authorized forms of agreements thereunder
(the "Agreements") will be, when issued or transferred and sold in accordance
with the Plan and such Agreements, duly authorized, validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Shares to be issued and sold pursuant to the Plan
under the Securities Act of 1933, as amended.
Very truly yours,
Jones, Day, Reavis & Pogue
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1998 Incentive Equity Plan of The Lamson & Sessions
Co. of our report dated January 29, 1998, with respect to the consolidated
financial statements and schedule of The Lamson & Sessions Co. included in its
Annual Report on Form 10-K for the year ended January 3, 1998, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
August 20, 1998
<PAGE> 1
EXHIBIT 24
----------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors of The Lamson & Sessions Co., an Ohio corporation (the "Company"),
hereby constitutes and appoints John B. Schulze and James J. Abel, and each of
them, his true and lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and stead, to sign
on his behalf as a director of the Company a Registration Statement pursuant to
the Securities Act of 1933 on Form S-8 concerning certain Common Shares of the
Company to be offered in connection with the Company's 1998 Incentive Equity
Plan, and to sign any and all amendments or post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission or any state regulatory authority, granting unto said attorney or
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or the substitutes may lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of the 19th day of August, 1998.
/s/ James T. Bartlett /s/ John C. Dannemiller
- ----------------------------------- -----------------------------------
James T. Bartlett John C. Dannemiller
Director Director
/s/ Francis H. Beam, Jr. /s/ George R. Hill
- ----------------------------------- -----------------------------------
Francis H. Beam, Jr. George R. Hill
Director Director
/s/ William H. Coquillette /s/ A. Malachi Mixon, III
- ----------------------------------- -----------------------------------
William H. Coquillette A. Malachi Mixon, III
Director Director
/s/ Martin J. Cleary /s/ John C. Morley
- ----------------------------------- -----------------------------------
Martin J. Cleary John C. Morley
Director Director
/s/ D. Van Skilling
-------------------------------
D. Van Skilling
Director
