-----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, Bd2GYGuZ+Dt1b4vQn4JWoyjqZiHxeuBB9xn/KZrspOYuI9WoGP0i+WBXdmyKYoxt bxO+e5TwSouOL90Y6S9zOQ== 0001047469-98-029916.txt : 19980810 0001047469-98-029916.hdr.sgml : 19980810 ACCESSION NUMBER: 0001047469-98-029916 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980807 SROS: NYSE 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: SEC FILE NUMBER: 005-08208 FILM NUMBER: 98679829 BUSINESS ADDRESS: STREET 1: 25701 SCIENCE PARK DR CITY: CLEVELAND STATE: OH ZIP: 44122-9803 BUSINESS PHONE: 2164643400 MAIL ADDRESS: STREET 1: 25701 SCIENCE PARK DR CITY: CLEVELAND STATE: OH ZIP: 44122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAMSON & SESSIONS CO SALARIED EMPLOYEES RETIREMENT PLAN CENTRAL INDEX KEY: 0001067894 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 25701 SCIENCE PARK DR CITY: CLEVELAND STATE: OH ZIP: 44122 MAIL ADDRESS: STREET 1: 25701 SCIENCE PARK DR CITY: CLEVELAND STATE: OH ZIP: 44122 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d - 1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* ------------------ The Lamson & Sessions Co. - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares, without par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 513696104 - -------------------------------------------------------------------------------- (CUSIP Number) July 8, 1998 - -------------------------------------------------------------------------------- (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). 1 of 5 Pages CUSIP NO. 13G Page 2 of 5 Pages 513696104 - ------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS - The Lamson & Sessions Co. Salaried Employees' Retirement Plan I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION State of Ohio - ------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER: 682,756 SHARES BENEFICIALLY ------------------------------------------------- OWNED BY EACH (6) SHARED VOTING POWER: 0 REPORTING PERSON WITH ------------------------------------------------- (7) SOLE DISPOSITIVE POWER: 682,756 ------------------------------------------------- (8) SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 682,756 - ------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% - ------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* EP - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT 2 of 5 Pages SCHEDULE 13G 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, Ohio 44122 ITEM 2. 2(a) Name of Person Filing: The Lamson & Sessions Co. Salaried Employees' Retirement Plan 2(b) Address of Principal Business Office, or, if none, Residence: 25701 Science Park Dr. Cleveland, Ohio 44122 2(c) Citizenship: STATE OF OHIO 2(d) Title of Class of Securities: COMMON SHARES, WITHOUT PAR VALUE 2(e) CUSIP Number: 513696104 ITEM 3. IF THIS STATEMENT 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 Exchange Act. (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act. (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) / / Investment company registered under Section 8 of the Investment Company Act. (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) /x/ 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); (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(b)(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: See Item 9 on Page 2 of 5 (b) Percent of class: See Item 11 on Page 2 of 5 3 of 5 Pages SCHEDULE 13G (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote SEE ITEM 5 ON PAGE 2 OF 5, (ii) Shared power to vote or to direct the vote SEE ITEM 6 ON PAGE 2 OF 5, (iii) Sole power to dispose or to direct the disposition of SEE ITEM 7 ON PAGE 2 OF 5, (iv) Shared power to dispose or to direct the disposition of SEE ITEM 8 ON PAGE 2 OF 5. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. 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. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATION. By signing below, I certify that, to the best of my knowledge and belief, the Securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the 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. 4 of 5 Pages SCHEDULE 13G 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. August 7, 1998 ---------------------------------------- (Date) /s/ James J. Abel ---------------------------------------- (Signature) James J. Abel Attorney-In-Fact* *Signed pursuant to a power of attorney, dated August 6, 1998, included as Exhibit 24 to this Schedule 13G. EXHIBIT INDEX Exhibit 24 Power of Attorney 5 of 5 Pages EX-24 2 EXHIBIT 24 EXHIBIT 24 THE LAMSON & SESSIONS CO. POWER OF ATTORNEY The undersigned officer(s) of National City Bank (the "Trustee"), Trustee of the Salaried Employees' Retirement Plan of The Lamson & Sessions Co., an Ohio Corporation (the "Company"), in order to file with the Securities and Exchange Commission, any Schedule 13D or 13G for the Company in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and the rules thereunder, does hereby constitute and appoint James J. Abel with full power and substitution and resubstitution, as attorney to sign for the Trustee, in the capacity indicated below, any Schedule 13D or 13G, including any amendments and exhibits thereto, with full power and authority to do and perform any and all acts and things whatsoever necessary and required to be done in connection with such signing as fully to all intents and purposes as the Trustee would do if personally present, hereby ratifying and approving the acts of said attorney and any substitute(s) therefor in connection with such signing. The authority of James J. Abel shall continue with respect to the undersigned until the undersigned is no longer required to file Schedules 13D or 13G unless revoked earlier in writing: IN WITNESS WHEREOF, the undersigned has hereunto set their hand as of the 6th day of August 1998. /s/ M. Patricia Allen --------------------------------- M. Patricia Allen, Vice President National City Bank - Trustee /s/ Luann Simun --------------------------------- Luann Simun, Trust Officer National City Bank - Trustee -----END PRIVACY-ENHANCED MESSAGE-----