<PAGE>
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 2, 1998
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.
On December 2, 1998, The Board of Directors of Lydall, Inc. ("The Company")
elected Christopher R. Skomorowski to succeed Leonard R. Jaskol as President and
Chief Executive Officer effective December 2, 1998. Mr. Jaskol announced his
retirement at the Board meeting on Wednesday and stepped down as an Officer and
Director of the Company. The position of Chairman will be left vacant.
In mid-October, the Company forecast earnings per share of approximately $.85
for 1998, which implied earnings of $.20 a share in the fourth quarter. In light
of Mr. Jaskol's retirement, the Company will be incurring a one-time charge to
earnings in the fourth quarter related to his severance package. Other
nonrecurring charges and possible write-offs are also being considered. The
impact on fourth quarter earnings is expected to be quantified within the next
few weeks, at which time the Company will issue a revised earnings forecast.
The Company issued a press release on December 2, 1998, a copy of which is filed
herewith as an exhibit hereto.
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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
------------------------
s/s John E. Hanley
Vice-President-Finance
and Treasurer
December 3, 1998
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LYDALL, INC.
Index to Exhibits
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<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press Release issued December 2, 1998
</TABLE>
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MANCHESTER, CT, December 2, 1998 - LYDALL, INC. -(NYSE:LDL)
The Board of Directors of Lydall, Inc., today announced the election of
Christopher R. Skomorowski as president and chief executive officer effective
immediately.
Mr. Skomorowski joined the Company in 1979 as manager of internal auditing at
the corporate office. In 1983, he was promoted to the position of controller of
Lydall Westex. In 1984, he moved into marketing and led Lydall's entrance into
the automotive heat shield business. He was named president of Westex in 1991,
heading Lydall's growing automotive thermal business as well as the medical
filtration segment. He was elected president and chief operating officer and a
member of Lydall's Board of Directors in May of this year. Mr. Skomorowski, a
Certified Public Accountant, holds a Bachelor of Science degree in Business
Administration from Georgetown University in Washington, DC.
Mr. Skomorowski succeeds Leonard R. Jaskol, who had held the positions of
chairman, chief executive officer and director of the Company since 1988. Mr.
Jaskol announced his retirement at the Board meeting on Wednesday and stepped
down as an officer and a director of Lydall effective immediately. The position
of chairman will be left vacant.
Mr. Skomorowski commented, "Lydall and its employees owe Len Jaskol a great
deal, and he will be sorely missed. Under his leadership, the company has grown
from a small manufacturer based mostly in New England to a global supplier
listed on the New York Stock Exchange. I personally have learned much and grown
as a manager under his direction. He leaves many friends among the employees of
Lydall who will remember him with great affection and respect."
<PAGE>
Lydall, Inc. News Release Page 2 of 2 December 2, 1998
Mr. Jaskol said, "It has been an extremely difficult decision, but for personal
reasons, the time was right. Lydall has been my home for 25 years, and I have
made many good friends. Lydall's employees are a group of dedicated and talented
people, and I will miss working with them. Although Lydall has been through some
difficulties in the past two years, the underlying strength of the Company --
its employees, its strong market positions, its financial wherewithal - remains
steadfast. I am very proud of Lydall and the management team I am leaving
behind. They are a bright, energetic and motivated group. I am particularly
pleased that Chris will be leading the charge. I have every confidence in his
ability to manage the Company through its next stage of growth."
In mid-October, Lydall forecast earnings per share of approximately $.85 for
1998, which implied earnings of $.20 a share in the fourth quarter. In light of
Mr. Jaskol's retirement, the Company will be incurring a one-time charge to
earnings in the fourth quarter related to his severance package. Other
nonrecurring charges and possible write-offs are also being considered. The
impact on fourth quarter earnings is expected to be quantified within the next
few weeks, at which time Lydall will issue a revised earnings forecast.
Lydall, Inc. is a $230 million New York Stock Exchange company whose
subsidiaries manufacture technologically advanced products for demanding
specialty applications primarily servicing filtration and heat-management
applications.
Stockholders are referred to Lydall's Annual Report, "Analysis of
Results - Forward-Looking Information," which outlines certain risks regarding
the Company's forward-looking statements. Such risks include: a major downturn
of the automotive market, which accounts for approximately 24 percent of
Lydall's total sales, excluding foreign and after-market sales; a meaningful
decrease in the number of clean rooms being built worldwide; and significant,
unforeseen changes in raw material pricing, specifically virgin fiber used in
producing the Company's materials handling slipsheets. Also, the timing and
degree of success of new product programs impact Lydall's projected results. For
further details on these risks and other pertinent information on Lydall, copies
of the Company's Forms 10-K, 10-Q, and 8-K are available on the World Wide Web
at Corporate Financials Online (http://www.cfonews.com/ldl) and Lydall's own web
site ( www.lydall.com ). Copies of these documents can also be obtained from the
Company. Write or call: Carole F. Butenas, Vice President - Investor Relations,
at One Colonial Road, Manchester, CT 06040; Tel. 860-646-1233, E-Mail:
[email protected].
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