UNITED STATES
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): July 5, 2005
The Lamson & Sessions Co.
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(Exact name of registrant as specified in its charter)
Ohio 1-313 34-0349210
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
25701 Science Park Drive, Cleveland, Ohio 44122-7313
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 464-3400
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 29, 2005, The Lamson & Sessions Co. (the "Company") issued a
press release announcing it had entered into a long-term $125 million revolving
credit and term debt agreement (the "Credit Facility") with a consortium of
banks, led by Harris N.A., and including JPMorgan Chase Bank, N.A., National
City Bank, LaSalle Bank National Association, HSBC Bank USA, Fifth Third Bank,
and The Huntington National Bank. The Credit Facility replaces a $110 million
secured revolving credit and term debt agreement also led by Harris N.A.
The Credit Facility is a five-year secured revolving credit and term
debt agreement with LIBOR-based pricing plus a spread ranging from 0.875 percent
to 2.00 percent depending on the Company's performance. The Credit Facility
contains various reporting and performance covenants including (i) maintenance
of certain financial ratios and test, (ii) limitations on borrowings from other
sources, (iii) restrictions on certain operating activities and (iv) limitations
on the payment of dividends or distributions. The Credit Facility contains
customary events of default that would permit the lenders to accelerate the
loans if not cured with applicable grace periods, including the failure to make
timely payments under the Credit Facility, the failure to satisfy covenants and
specified events of bankruptcy or insolvency.
Amounts available under the revolving credit line provided pursuant to
the Credit Facility may be borrowed, repaid and reborrowed from time to time
until the expiration of the Credit Facility on June 29, 2010. The Company's
subsidiaries are party to the Credit Facility as guarantors.
The foregoing description of the Credit Facility is qualified in its
entirety by reference to the full text of the Credit Facility, a copy of which
is included as Exhibit 10.1 hereto and incorporated herein by this reference. A
copy of the press release issued by the Company on June 30, 2005 is included as
Exhibit 99.1 hereto and incorporated herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth above under Item 1.01 is hereby incorporated
by reference into this Item 2.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
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Number Exhibit
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10.1 Second Amended and Restated Credit Agreement, dated
June 29, 2005, by and among the Company, the
Company's subsidiaries, the lenders party thereto,
National City Bank and JPMorgan Chase Bank, N.A.,
as co-syndication agents, LaSalle Bank National
Association, as documentation agent and Harris N.A.,
as administrative agent
99.1 Press release, dated June 30, 2005.
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SIGNATURES
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.
THE LAMSON & SESSIONS CO.
By: /s/ James J. Abel
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Name: James J. Abel
Title: Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
Dated: July 5, 2005
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INDEX TO EXHIBITS
Number Exhibit
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10.1 Second Amended and Restated Credit Agreement, dated
June 29, 2005, by and among the Company, the Company's
subsidiaries, the lenders party thereto, National City
Bank and JPMorgan Chase Bank, N.A., as co-syndication
agents, LaSalle Bank National Association, as
documentation agent and Harris N.A., as administrative
agent.
99.1 Press release, dated June 30, 2005.