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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): June 4, 1996
Lydall, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-7665 06-0865505
(Commission File Number) (IRS Employer Identification No.)
One Colonial Road
P. O. Box 151
Manchester, CT 06045-0151
(Address of principal executive offices) (Zip code)
(860) 646-1233
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
In connection with the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Lydall, Inc. (the "Company") is hereby filing
cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in forward-
looking statements of the Company made by or on behalf of the Company.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following is filed as an Exhibit to this Report.
Exhibit No. Description of Exhibit
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99 Cautionary statement for purposes of the
"Safe Harbor" provisions of the Private
Securities Litigation Reform Act of 1995.
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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.
LYDALL, INC.
By: John E. Hanley
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s/s John E. Hanley
Vice-President-Finance
and Treasurer
(Principal Financial and
Accounting Officer)
Date: June 4, 1996
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LYDALL, INC.
Index to Exhibits
Exhibit No. Page
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99. Cautionary statement for purposes of the "Safe 5
Harbor" provisions of the Private Securities
Litigation Reform Act of 1995
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Exhibit 99
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995.
Lydall, Inc. desires to take advantage of the new "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995 and is filing this Form 8-K
in order to do so. The following factors have been discussed in various prior
SEC filings, however, the Company wishes to formally outline specific risk
factors pertinent to its 1996 results as forecast by management and is thus
filing this Form 8-K.
Lydall has considered the following market conditions in determining its
forward-looking statements in general and its sales and earnings projections for
1996 specifically. In the Company's view, significant, unforeseen changes in
the following areas could cause Lydall's actual results to differ materially
from those expressed in any forward-looking statements made by, or on behalf of,
Lydall.
. A Major Downturn of the U. S. Automotive Market. Although Lydall's
dependency on the strength of the automotive market is not a one-to-one
relationship, a significant downturn of the U. S. automotive industry would
have a substantial impact on Lydall's results. Twenty-eight percent of
Lydall's total sales in 1995 were to the U.S. automotive market. Lydall's
primary automotive products are thermal barriers and heat shields employed
both inside and outside of vehicles and filtration/thermal materials for
pyrotechnic air-bag inflators. Most of Lydall's automotive products are
supplied to unique, niche applications. There is no direct correlation
between the number of Lydall parts on a vehicle and the number of units
built, as with tires or steering wheels for instance. Slight movements in
the number of automobiles and trucks built by U.S. OEM's have relatively
little effect on Lydall's business; however, a major downward shift could
prevent Lydall from achieving its projected 1996 results.
. A Significant Change in the Number of Clean Rooms being Built. Lydall's
high-efficiency air filtration business is tied to the fabrication of clean
rooms around the world. In 1995 and 1996 the demand for these air
filtration media has been the strongest the Company's ever seen. This
strength has been forecast by various industry reports to continue for the
near future. Lydall relies on these forecasts, feedback from its filtration
customers and its own market knowledge. Lydall's forward-looking statements
and 1996 projections are based in part on the belief that the current
strength of the clean-room
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industry will continue for the foreseeable future; however, if a
significant downturn in this market were to occur, it would have a negative
impact on Lydall's results.
. Raw Material Pricing in the Materials Handling Business. Lydall
manufactures materials handling slip sheets from laminated virgin kraft.
This business is sensitive to virgin fiber costs which tend to vary. In
1995, costs of these raw materials were extremely high, and Lydall, in
turn, raised its prices partially accounting for higher than average growth
in sales. In 1996, raw material costs have declined markedly, and Lydall
has reported a decline in sales of this product line for the first quarter
ended March 31, 1996 compared to the same quarter in 1995. Lydall's 1996
projections to date have taken into consideration slower growth of its
materials handling business for the year. The materials handling business
is one area where the market pushes for price reductions that directly
track decreases in raw materials. Any significant change in the price of
virgin fiber could make a difference to Lydall's projected 1996 results.
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