-----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, TpiXVcQycgtXHNKBr5EXkaeU22C+6Rt65L0CQvGM1S6fq0Ly5tcHBVhx1SSgBTUP lZVT1uUPMfbn6d0skMoUvw== 0000950109-96-003589.txt : 19960605 0000950109-96-003589.hdr.sgml : 19960605 ACCESSION NUMBER: 0000950109-96-003589 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960604 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960604 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYDALL INC /DE/ CENTRAL INDEX KEY: 0000060977 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 060865505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07665 FILM NUMBER: 96576543 BUSINESS ADDRESS: STREET 1: ONE COLONIAL RD STREET 2: P O BOX 151 CITY: MANCHESTER STATE: CT ZIP: 06045-0151 BUSINESS PHONE: 2036461233 FORMER COMPANY: FORMER CONFORMED NAME: COLONIAL BOARD CO DATE OF NAME CHANGE: 19700115 8-K 1 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): June 4, 1996 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) Item 5. OTHER EVENTS In connection with the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995, Lydall, Inc. (the "Company") is hereby filing cautionary statements identifying important factors that could cause the Company's actual results to differ materially from those projected in forward- looking statements of the Company made by or on behalf of the Company. Item 7. FINANCIAL STATEMENTS AND EXHIBITS The following is filed as an Exhibit to this Report. Exhibit No. Description of Exhibit - ----------- ---------------------- 99 Cautionary statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. 2 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 (Principal Financial and Accounting Officer) Date: June 4, 1996 3 LYDALL, INC. Index to Exhibits Exhibit No. Page - ----------- ---- 99. Cautionary statement for purposes of the "Safe 5 Harbor" provisions of the Private Securities Litigation Reform Act of 1995 4 EX-99 2 EXHIBIT 99 Exhibit 99 Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995. Lydall, Inc. desires to take advantage of the new "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and is filing this Form 8-K in order to do so. The following factors have been discussed in various prior SEC filings, however, the Company wishes to formally outline specific risk factors pertinent to its 1996 results as forecast by management and is thus filing this Form 8-K. Lydall has considered the following market conditions in determining its forward-looking statements in general and its sales and earnings projections for 1996 specifically. In the Company's view, significant, unforeseen changes in the following areas could cause Lydall's actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, Lydall. . A Major Downturn of the U. S. Automotive Market. Although Lydall's dependency on the strength of the automotive market is not a one-to-one relationship, a significant downturn of the U. S. automotive industry would have a substantial impact on Lydall's results. Twenty-eight percent of Lydall's total sales in 1995 were to the U.S. automotive market. Lydall's primary automotive products are thermal barriers and heat shields employed both inside and outside of vehicles and filtration/thermal materials for pyrotechnic air-bag inflators. Most of Lydall's automotive products are supplied to unique, niche applications. There is no direct correlation between the number of Lydall parts on a vehicle and the number of units built, as with tires or steering wheels for instance. Slight movements in the number of automobiles and trucks built by U.S. OEM's have relatively little effect on Lydall's business; however, a major downward shift could prevent Lydall from achieving its projected 1996 results. . A Significant Change in the Number of Clean Rooms being Built. Lydall's high-efficiency air filtration business is tied to the fabrication of clean rooms around the world. In 1995 and 1996 the demand for these air filtration media has been the strongest the Company's ever seen. This strength has been forecast by various industry reports to continue for the near future. Lydall relies on these forecasts, feedback from its filtration customers and its own market knowledge. Lydall's forward-looking statements and 1996 projections are based in part on the belief that the current strength of the clean-room 5 industry will continue for the foreseeable future; however, if a significant downturn in this market were to occur, it would have a negative impact on Lydall's results. . Raw Material Pricing in the Materials Handling Business. Lydall manufactures materials handling slip sheets from laminated virgin kraft. This business is sensitive to virgin fiber costs which tend to vary. In 1995, costs of these raw materials were extremely high, and Lydall, in turn, raised its prices partially accounting for higher than average growth in sales. In 1996, raw material costs have declined markedly, and Lydall has reported a decline in sales of this product line for the first quarter ended March 31, 1996 compared to the same quarter in 1995. Lydall's 1996 projections to date have taken into consideration slower growth of its materials handling business for the year. The materials handling business is one area where the market pushes for price reductions that directly track decreases in raw materials. Any significant change in the price of virgin fiber could make a difference to Lydall's projected 1996 results. 6 -----END PRIVACY-ENHANCED MESSAGE-----