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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 22, 2000
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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, Cleveland, Ohio 44122-7313
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (216) 464-3400
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 22, 2000, The Lamson & Sessions. Co., an Ohio corporation
("Lamson"), through a wholly-owned subsidiary, LMS Acquisition Co., a Delaware
corporation, completed the acquisition of 99.98% of the outstanding capital
stock of Pyramid Industries, Inc., a Pennsylvania corporation ("Pyramid").
The previously announced acquisition was made pursuant to the terms and
conditions of a share purchase agreement, dated as of August 20, 2000, by and
among Lamson, Pyramid and the shareholders of Pyramid (the "Purchase
Agreement"). The Purchase Agreement provided for a purchase price of $45,400,000
in cash, payable to the shareholders of Pyramid. Additionally, pursuant to the
terms of non-competition agreements between three of the former shareholders of
Pyramid and Lamson, Lamson will pay the three former shareholders an aggregate
amount of $6,500,000 between September 22, 2000 and September 22, 2005.
The consideration provided for in the Purchase Agreement was determined
by Lamson after a complete review of the business of Pyramid and negotiations
between representatives of Lamson and Pyramid. The acquisition was financed from
Lamson's credit facility with Harris Trust and Savings Bank, as Administrative
Agent.
Pyramid is a manufacturer of custom fiber optic conduit systems.
ITEM 5. OTHER EVENTS.
On September 22, 2000, immediately following the closing of the
transactions contemplated by the Purchase Agreement, Lamson caused Pyramid to
merge with and into LMS Acquisition Co. Pursuant to the terms of the merger,
LMS Acquisition Co. is the surviving corporation, changed its name to Pyramid
Industries, II, Inc. and is a wholly-owned subsidiary of Lamson.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial information required to be filed pursuant to
Item 7(a) of Form 8-K was not available at the time of filing
this Current Report on Form 8-K and will be filed on a Form
8-K/A as soon as practicable, but in no event later than 60
days after the date this Current Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed
pursuant to Item 7(b) of Form 8-K was not available at the
time of filing this Current Report on Form 8-K and will be
filed on a Form 8-K/A as soon as practicable, but in no event
later than 60 days after the date this Current Report on Form
8-K is required to be filed.
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(c) Exhibits.
Number Description
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2 Share Purchase Agreement, dated as of August 20,
2000, by and among The Lamson & Sessions Co., Pyramid
Industries, Inc. and the shareholders of Pyramid
Industries, Inc.
99.1 Press Release, dated August 21, 2000 (regarding the
signing of the Purchase Agreement).
99.2 Press Release, dated September 25, 2000 (regarding
the closing of the transactions contemplated by the
Purchase Agreement).
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SIGNATURES
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.
Dated: October 6, 2000
By: /s/ James J. Abel
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Name: James J. Abel
Title: Executive Vice President, Secretary
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
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Number Description
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2 Share Purchase Agreement, dated as of August 20, 2000,
by and among The Lamson & Sessions Co., Pyramid
Industries, Inc. and the shareholders of Pyramid
Industries, Inc.
99.1 Press Release, dated August 21, 2000 (regarding the
signing of the Purchase Agreement).
99.2 Press Release, dated September 25, 2000 (regarding the
closing of the transactions contemplated by the Purchase
Agreement).
