8-K 1 l95446ae8vk.txt THE LAMSON & SESSIONS CO. FORM 8-K 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 31, 2002 ------------- The Lamson & Sessions Co. ------------------------- (Exact Name of Registrant as Specified in its Charter) Ohio 1-313 34-0349210 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 25701 Science Park Drive, Cleveland, Ohio 44122-7313 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (216) 464-3400 -------------- Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On July 31, 2002, The Lamson & Sessions Co. (the "Company") issued a press release announcing its earnings for the second quarter of 2002. A copy of such press release is included as Exhibit 99.1 hereto. The Company also announced that in accordance with Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets" ("FAS 142"), the Company has completed its assessment of goodwill impairment. The Company will recognize a one-time, non-cash transitional impairment charge of $60 million ($46.25 million net of tax) to reduce the carrying value of its goodwill. This charge is non-operational in nature and will be reflected as a cumulative effect of a change in accounting principle in the Company's consolidated statement of operations and balance sheet for the six months ended June 29, 2002 that was filed with the Company's Quarterly Report on Form 10-Q on July 31, 2002. ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Number Description ------ ----------- 99.1 Press Release, dated July 31, 2002. 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. Dated: July 31, 2002 By: /s/ James J. Abel ---------------------------------------- Executive Vice President, Secretary, Treasurer and Chief Financial Officer EXHIBIT INDEX Number Description ------ ----------- 99.1 Press Release, dated July 31, 2002.