LYDALL INC /DE/
SC 13G, 1998-02-20
TEXTILE MILL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                  Lydall, Inc.
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    550819106
- -------------------------------------------------------------------------------
                                 (CUSIP Number)

Check the following box is a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1945 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the act (however, see the
Notes).

                                Page 1 of 6 Pages




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- ---------------------                     ---------------------
CUSIP NO. 550819106           13G           Page 2 of 6 pages
- ---------------------                     ---------------------

- ---------------------------------------------------------------
1.     Name of Reporting Person

       S.S. or I.R.S. Identification No. of Above Person

                      WESTPORT ASSET MANAGEMENT, INC.
- ----------------------------------------------------------------
2.   Check the appropriate box if a member of a group*  (a)  [X]
                                                        (b)  [ ]
- ----------------------------------------------------------------
3.   SEC Use Only

- ----------------------------------------------------------------
4.   Citizenship or Place or Organization

                        CONNECTICUT

- -------------------------------------------------------------------------------
                 5.  Sole Voting Power
    Number of             79,060
     Shares      --------------------------------------------------------------
  Beneficially   6.  Shared Voting Power
    Owned By             963,650
      Each       --------------------------------------------------------------
    Reporting    7.  Sole Dispositive Power
     Person             79,060
      With       --------------------------------------------------------------
                 8.  Shared Dispositive Power
                        963,650
- -------------------------------------------------------------------------------
9.   Aggregate Amount Beneficially Owned by each Reporting Person

                       1,042,710

- -------------------------------------------------------------------------------
10.      Check Box if the aggregate amount in row (9) excludes certain shares *

- -------------------------------------------------------------------------------
11.      Percent of Class Represented by Amount in Row 9

                      6.36%

- -------------------------------------------------------------------------------
12.      Type of Reporting Person*

                      IA
- -------------------------------------------------------------------------------
             *  SEE INSTRUCTION BEFORE FILLING OUT




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                                Page 3 of 6 pages

Item 1 (a)                   Name of Issuer:
- ----------                   ---------------

                                    LYDALL, INC.

Item 1 (b):                  Address of Issuer's Principal Executive Offices:
- -----------                  ------------------------------------------------

                                    ONE COLONIAL ROAD
                                    MANCHESTER, CT 06045-0151

Item 2 (a):                  Name of Person Filing:
- -----------                  ----------------------

                              WESTPORT ASSET MANAGEMENT, INC.

Item 2 (b):                  Address of Principal Business Office:
- -----------                  -------------------------------------

                             253 RIVERSIDE AVENUE
                             WESTPORT, CT  06880

Item 2(c):                   Citizenship:
- ----------                   ------------

                             CONNECTICUT

Item 2(d):                   Title of Class of Securities:
- ----------                   -----------------------------

                             COMMON STOCK

Item 2 (e):                  CUSIP Number:
- -----------                  -------------

                             550819106

Item 3.                      If this stated is filed pursuant to Rules
- -------                      -----------------------------------------
                             13d-1(b), or 13d-2(b), check whether the person
                             filing is a:

                             (a)    (  )    Broker or Dealer registered under
                                            Section 15 of the Act

                             (b)    (  )    Bank as defined in Section 3(b)(6)
                                            of the Act



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                                            Page 4 of 6 pages

                             (c)    (  )    Insurance Company as defined in
                                            Section 3(a) (19) of the Act

                             (d)    (  )    Investment Company registered
                                            under Section 8 of the Investment
                                            Company Act

                             (e)    (X)     Investment Adviser registered
                                            under Section 203 of the Investment
                                            Advisors Act of 1940

                             (f)    (  )    Employee Benefit Plan, Pension
                                            Fund which is subject to the
                                            Provisions of the Employee Retire-
                                            ment Income Security Act of 1974
                                            or Endowment Fund; see 'SS'240.13d-1
                                            (b)(1)(ii)(F)

                             (g)    (  )    Parent Holding Company, in accor-
                                            dance with 'SS'240.13d-1(b)(ii)(G)
                                            (Note:  See Item 7)

                             (h)    (  )    Group in accordance with
                                            'SS'240.13d-1(b)(1)(ii)(H)

Item 4.               Ownership.
- -------               ----------

                             (a)    Amount Beneficially owned: 1,042,710 shares

                             (b)    Percent of Class:  6.36%

                             (c)    Number of shares as to which such person
                                    has:

                                    (i)     sole power to vote or to direct
                                            the vote: 79,060

                                    (ii)    shared power to vote or to direct
                                            the vote: 963,650

                                    (iii)   sole power to dispose or to direct
                                            the disposition of: 79,060

                                    (iv)    shared power to dispose or to direct
                                            the disposition of: 963,650



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                                Page 5 of 6 pages

Item 5.               Ownership of Five Percent or Less of a Class
- -------               --------------------------------------------

                      If this statement is being filed to report the fact
                      that as of the date hereof the reporting person has
                      ceased to be the beneficial owner of more than five
                      percent of the class of securities, check the
                      following   (     )

Item 6.               Ownership of More than Five Percent on Behalf of Another
- -------               --------------------------------------------------------
                      Person:
                      -------

                      A PORTION OF THE SHARES OF COMMON STOCK OF THE ISSUER
                      REPORTED HEREBY, AMOUNTING IN THE AGGREGATE TO 5.88% OF
                      SUCH SHARES OUTSTANDING, ARE HELD IN CERTAIN DISCRETIONARY
                      MANAGED ACCOUNTS OF WESTPORT ASSET MANAGEMENT, INC. (THE
                      "REPORTING PERSON"). THE REMAINING SHARES OF COMMON
                      STOCK OF THE ISSUER REPORTED HEREBY, AMOUNTING TO 0.48%
                      OF SUCH SHARES OUTSTANDING ARE BENEFICIALLY OWNED BY
                      OFFICERS AND STOCKHOLDERS OF THE REPORTING PERSON. THE
                      REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF SUCH
                      SHARES BENEFICIALLY OWNED BY SUCH PERSONS AND DISCLAIMS
                      THE EXISTENCE OF A GROUP.

Item 7.               Identification and Classification of the Subsidiary
- ------                Which acquired the Security Being Reported on By
                      the Parent Holding Company.
                      -----------------------------------------------------

                                N/A

Item 8.               Identification and Classification of Members of
- -------               the Group.
                      -----------------------------------------------------

                                N/A

Item 9.               Notice of Dissolution of Group.
- -------               -------------------------------

                                N/A




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                                Page 6 of 6 pages

Item 10.              Certification
- --------              -------------

                             By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purpose or effect.

                                   Disclaimer
                                   ----------

                             The undersigned expressly declares that the filing
of this Schedule 13G shall not be construed as an admission that such person is,
for the purpose of Section 13(d) or 13(g) of the Securities Act of 1934, the
beneficial owner of any securities covered by this statement.

                             Signature. After reasonable inquiry and to the best
                      of my knowledge and belief, I certify that the information
                      set forth in this statement is true, complete and correct.

Date: 2/19/98

                                       WESTPORT ASSET MANAGEMENT, INC.

                                       BY
                              
                                               ANDREW J. KNUTH, CHAIRMAN



                          STATEMENT OF DIFFERENCES

         The section symbol shall be expressed as ..................'SS'





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