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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) December 15, 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 December 15, 2000, The Lamson & Sessions. Co., an Ohio corporation
("Lamson"), completed the acquisition of 100% of the outstanding capital stock
of Ameriduct Worldwide, Inc., a Florida corporation ("Ameriduct").
The previously announced acquisition was made pursuant to the terms and
conditions of a share purchase agreement, dated as of December 6, 2000, by and
among Lamson, Ameriduct and the shareholders of Ameriduct (the "Purchase
Agreement"). The Purchase Agreement provided for a purchase price of $65,000,000
in cash, payable to the shareholders of Ameriduct. Additionally, pursuant to the
terms of an agreement executed at the closing of the acquisition among four of
the former shareholders of Ameriduct and Ameriduct, Ameriduct will, if certain
financial targets are achieved, pay the four former shareholders a commission,
based on sales during the next three years to a particular customer of
Ameriduct, not to exceed $3,000,000.
The consideration provided for in the Purchase Agreement was determined
by Lamson after a complete review of the business of Ameriduct and negotiations
between representatives of Lamson and Ameriduct. The acquisition was financed
from Lamson's credit facility with Harris Trust and Savings Bank, as
Administrative Agent.
Ameriduct is a manufacturer of polyethylene pipe used as conduit in the
telecommunications industry.
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 December 6, 2000, by
and among The Lamson & Sessions Co., Ameriduct Worldwide,
Inc. and the shareholders of Ameriduct Worldwide, Inc.
99.1 Press Release, dated December 7, 2000 (regarding the
signing of the Purchase Agreement).
99.2 Press Release, dated December 21, 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: January 2, 2001
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
Number Description
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2 Share Purchase Agreement, dated as of December 6, 2000, by and
among The Lamson & Sessions Co., Ameriduct Worldwide, Inc. and
the shareholders of Ameriduct Worldwide, Inc.
99.1 Press Release, dated December 7, 2000 (regarding the signing of
the Purchase Agreement).
99.2 Press Release, dated December 21, 2000 (regarding the closing of
the transactions contemplated by the Purchase Agreement).
