-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uc44OQpMermrKy41EyaaWzehz8pop0s0KiNLXphIUdX3hgrPB59jqqctw5cMCcjj kEf0EIc1FZSk5xNSoMvEpQ== 0000950144-02-005065.txt : 20020510 0000950144-02-005065.hdr.sgml : 20020510 ACCESSION NUMBER: 0000950144-02-005065 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAMSON & SESSIONS CO CENTRAL INDEX KEY: 0000057497 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 340349210 STATE OF INCORPORATION: OH FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-08208 FILM NUMBER: 02641315 BUSINESS ADDRESS: STREET 1: 25701 SCIENCE PARK DR CITY: CLEVELAND STATE: OH ZIP: 44122-7313 BUSINESS PHONE: 2164643400 MAIL ADDRESS: STREET 1: 25701 SCIENCE PARK DR CITY: CLEVELAND STATE: OH ZIP: 44122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESCO INSTITUTIONAL NA INC CENTRAL INDEX KEY: 0000020430 IRS NUMBER: 581707262 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1315 PEACHTREE ST N E CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4048920896 MAIL ADDRESS: STREET 1: 1315 PEACHTREE STREET, NE CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: INVESCO INC DATE OF NAME CHANGE: 20000510 FORMER COMPANY: FORMER CONFORMED NAME: INVESCO CAPITAL MANAGEMENT INC DATE OF NAME CHANGE: 19920929 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS & SOUTHERN INVESTMENT COUNSELING INC DATE OF NAME CHANGE: 19600201 SC 13G 1 g76196g3sc13g.txt THE LAMSON & SESSIONS CO./INVESCO INSTITUTIONAL SCHEDULE 13G (RULE 13d-102) Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c), and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Under the Securities Exchange Act of 1934 (Amendment No. )* THE LAMSON & SESSIONS CO. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 513696104 - -------------------------------------------------------------------------------- (CUSIP Number) - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) - --------------- * 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 1934 ("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). CUSIP NO. 513696104 13G PAGE 2 OF 6 PAGES (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) INVESCO INSTITUTIONAL (NA), INC. 58-1707262 --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------------------------------------------------------- (5) SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 1,721,712 EACH -------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH 0 -------------------------------------------------------- (8) SHARED DISPOSITIVE POWER 1,721,712 -------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,721,712 --------------------------------------------------------------------- (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] --------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.50% --------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (See Instructions) IA --------------------------------------------------------------------- CUSIP No. 513696104 13G Page 3 of 6 Pages Item 1(a). Name of Issuer: THE LAMSON & SESSIONS CO. Item 1(b). Address of Issuer's Principal Executive Offices: 25701 Science Park Drive Cleveland, OH 44122-7313 Item 2(a). Name of Person Filing: Invesco Institutional (N.A.), Inc. Item 2(b). Address of Principal Business Office or, if None, Residence: 1360 Peachtree Street Atlanta, GA 30309 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: COMMON STOCK Item 2(e). CUSIP Number: 513696104 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), 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(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. CUSIP No. 513696104 13G Page 4 of 6 Pages (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); see item 7; (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [ ] Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Invesco, in its capacity as investment adviser, may be deemed to beneficially own 1,721,712 shares of the Issuer which are held of record by clients of Invesco. (b) Percent of class: 12.50% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote 1,721,712 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 1,721,712 CUSIP No. 513696104 13G 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. None Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. This schedule is not being filed Pursuant to Rule 13d-1(b)(1)(ii)(J) or Rule 13d-1(d). Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. (a) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b): "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the CUSIP No. 513696104 13G Page 6 of 6 Pages effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect." 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. /s/ Luis A. Aguilar --------------------------------------- (Signature) Luis A. Aguilar, General Counsel --------------------------------------- (Name and Title) May 10, 2002 --------------------------------------- (Date) *Signed pursuant to a Power of Attorney dated January 15, 1997 and filed with the SEC on January 24, 1997. -----END PRIVACY-ENHANCED MESSAGE-----