sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)(1)
The Lamson & Sessions Co.
-------------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
513696104
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 2007
--------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 46 Pages)
-----------------
(1) 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 disclosures provided in a prior cover page.
The information required on 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 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 13D Page 2 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,318,244
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,318,244
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,318,244
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 3 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PARCHE, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 251,094
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
251,094
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
251,094
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 4 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ADMIRAL ADVISORS, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,569,338
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,569,338
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,569,338
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 5 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RAMIUS CAPITAL GROUP, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,569,338
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,569,338
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,569,338
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 6 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C4S & CO., L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,569,338
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,569,338
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,569,338
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 7 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PETER A. COHEN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,569,338
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,569,338
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,569,338
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 8 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MORGAN B. STARK
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,569,338
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,569,338
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,569,338
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 9 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JEFFREY M. SOLOMON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,569,338
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,569,338
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,569,338
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 10 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THOMAS W. STRAUSS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,569,338
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,569,338
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,569,338
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 11 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WILLIAM J. FOX
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 12 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JEFFREY C. SMITH
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 13 of 46 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MICHAEL CAPORALE, JR.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 513696104 13D Page 14 of 46 Pages
---------------------- ----------------------
The following constitutes Amendment No. 3 ("Amendment No. 3") to the
Schedule 13D filed by the undersigned. This Amendment No. 3 amends the
Schedule 13D as specifically set forth.
Item 2 is hereby amended to add the following:
Lee D. Meyer has been withdrawn as a nominee for director.
Therefore, Mr. Meyer is no longer a Reporting Person.
Michael Caporale, Jr. is hereby added as Reporting Persons to the
Schedule 13D.
Michael Caporale, Jr. ("Mr. Caporale") is a nominee for the Board
of Directors of the Issuer and his principal occupation is acting as a
private investor. The principal business address of Mr. Caporale is 3668
Shetland Trail, Richfield, Ohio 44286. Mr. Caporale is a citizen of the
United States of America.
No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
No Reporting Person has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3 is hereby amended and restated as follows:
The Shares purchased by Starboard and Parche were purchased with the
working capital of such entities (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business) in open market
purchases, except as otherwise noted, as set forth in Schedule A, which is
incorporated by reference herein. The aggregate purchase cost of the 1,569,338
Shares beneficially owned in the aggregate by all of the Reporting Persons is
approximately $35,741,459, including brokerage commissions.
Item 4 is hereby amended to add the following:
On April 26, 2007, Admiral Advisors delivered a letter to the
President and Chief Executive Officer of the Issuer (the "Proposal Letter")
expressing concern over the delay in scheduling the 2007 Annual Meeting and
requesting that the Issuer either:
(a) promptly set a date for the 2007 Annual Meeting;
or
(b) immediately name two of Starboard's nominees to the Board of
Directors of the Issuer.
A copy of the Proposal Letter is attached hereto as Exhibit 10 and
is incorporated herein by reference.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 15 of 46 Pages
---------------------- ----------------------
On April 26, 2007, Ramius Capital issued a press release (the "Press
Release") relating to the Proposal Letter. The Press Release also announced that
Starboard filed preliminary proxy material with the Securities and Exchange
Commission (the "SEC") seeking to elect its nominees to the Board of Directors
of the Issuer. A copy of the Press Release is attached hereto as Exhibit 11 and
is incorporated herein by reference. Upon finalization of its proxy materials
and the filing of definitive proxy material with the SEC, Starboard intends to
solicit proxies from the shareholders of the Issuer in order to elect its
nominees as directors of the Issuer at the 2007 Annual Meeting.
On April 26, 2007, Starboard delivered to the Issuer a supplement to
the Nomination Letter (the "Nomination Letter Supplement") withdrawing Mr. Meyer
as a nominee for election as a director at the 2007 Annual Meeting and
nominating Mr. Caporale as a substitute nominee. As further described in the
Nomination Letter Supplement, Mr. Meyer is currently serving on the board of
directors of a competitor of the Issuer, which was expected to be sold by the
end of April 2007; however, as a result of delays in the sale transaction, Mr.
Meyer decided to withdraw as a nominee for election as a director of the Issuer
at the 2007 Annual Meeting. A copy of the Nomination Letter Supplement is
attached hereto as Exhibit 12 and is incorporated herein by reference.
STARBOARD STRONGLY ADVISES ALL SHAREHOLDERS OF THE ISSUER TO READ
THE DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. SUCH DEFINITIVE PROXY STATEMENT WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE
PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC.,
TOLL-FREE AT (800) 322-2885 OR COLLECT AT (212) 929-5500 OR VIA EMAIL AT
PROXY@MACKENZIEPARTNERS.COM.
THE PARTICIPANTS IN THE PROXY SOLICITATION ARE ANTICIPATED TO BE THE
REPORTING PERSONS. SHAREHOLDERS OF THE ISSUER MAY OBTAIN INFORMATION REGARDING
THE PARTICIPANTS' DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR
OTHERWISE, IN THE ISSUER BY REFERRING TO ITEM 5 OF THIS SCHEDULE 13D.
Item 5 is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named
herein is based upon 15,830,501 Shares outstanding, as of March 9, 2007, which
is the total number of Shares outstanding as reported in the Issuer's Annual
Report on Form 10-K, filed with the Securities and Exchange Commission on March
14, 2007.
A. Starboard
(a) As of the date of this filing, Starboard beneficially owns 1,318,244
Shares.
Percentage: Approximately 8.3% as of the date hereof.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 16 of 46 Pages
---------------------- ----------------------
(b) 1. Sole power to vote or direct vote: 1,318,244
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,318,244
4. Shared power to dispose or direct the disposition: 0
(c) The number of Shares acquired by Starboard since the filing of
Schedule 13D is set forth in Schedule A and is incorporated by reference.
B. Parche
(a) As of the date of this filing, Parche beneficially owns 251,094
Shares.
Percentage: Approximately 1.6% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 251,094
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 251,094
4. Shared power to dispose or direct the disposition: 0
(c) The number of Shares acquired by Parche since the filing of Schedule
13D is set forth in Schedule A and is incorporated by reference.
C. Admiral Advisors
(a) As of the date of this filing, as the investment manager of
Starboard and the managing member of Parche, Admiral Advisors may be deemed the
beneficial owner of (i) 1,318,244 Shares owned by Starboard and (ii) 251,094
Shares owned by Parche.
Percentage: Approximately 9.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 1,569,338
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,569,338
4. Shared power to dispose or direct the disposition: 0
(c) Admiral Advisors did not enter into any transactions in the Shares
since the filing of Schedule 13D. The transactions in the Shares since the
filing of Schedule 13D on behalf of Starboard and Parche, which, except as
otherwise noted, were all in the open market, are set forth in Schedule A, and
are incorporated by reference.
D. Ramius Capital
(a) As of the date of this filing, as the sole member of Admiral
Advisors may be deemed the beneficial owner of (i) 1,318,244 Shares owned by
Starboard and (ii) 251,094 Shares owned by Parche.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 17 of 46 Pages
---------------------- ----------------------
Percentage: Approximately 9.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 1,569,338
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,569,338
4. Shared power to dispose or direct the disposition: 0
(c) Ramius Capital did not enter into any transactions in the Shares
since the filing of Schedule 13D. The transactions in the Shares since the
filing of Schedule 13D on behalf of Starboard and Parche are set forth in
Schedule A, and are incorporated herein by reference.
E. C4S
(a) As of the date of this filing, as the managing member of Ramius
Capital, C4S may be deemed the beneficial owner of (i) 1,318,244 Shares owned by
Starboard and (ii) 251,094 Shares owned by Parche.
Percentage: Approximately 9.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 1,569,338
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,569,338
4. Shared power to dispose or direct the disposition: 0
(c) C4S did not enter into any transactions in the Shares since the
filing of Schedule 13D. The transactions in the Shares since the filing of
Schedule 13D on behalf of Starboard and Parche are set forth in Schedule A and
are incorporated herein by reference.
F. Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
(a) As of the date of this filing, as the managing members of C4S, each
of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the
beneficial owner of (i) 1,318,244 Shares owned by Starboard and (ii) 251,094
Shares owned by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss share
voting and dispositive power with respect to the Shares owned by Starboard and
Parche by virtue of their shared authority to vote and dispose of such Shares.
Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such
Shares.
Percentage: Approximately 9.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,569,338
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,569,338
(c) None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered
into any transactions in the Shares since the filing of Schedule 13D. The
transactions in the Common Stock since the filing of Schedule 13D on behalf of
Starboard and Parche are set forth in Schedule A and are incorporated herein by
reference.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 18 of 46 Pages
---------------------- ----------------------
G. Messrs. Fox, Meyer and Smith do not currently beneficially own any
Shares.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such shares of the Common Stock.
(e) Not applicable.
Item 6 is hereby amended to add the following:
As a result of the substitution of Mr. Caporale for Mr. Meyer as a
nominees for election at the 2007 Annual Meeting, on April 26, 2007, the
Reporting Persons entered into an Amended and Restated Joint Filing and
Solicitation Agreement in which, among other things, (a) the parties agreed to
the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer to the extent required under applicable
securities laws, (b) the parties agreed to form the group for the purpose of
soliciting proxies or written consents for the election of the persons nominated
by Starboard to the Issuer's Board of Directors at the 2007 Annual Meeting and
for the purpose of taking all other actions incidental to the foregoing and (c)
Starboard and Parche shall have the right to pre-approve all expenses incurred
in connection with the group's activities and agreed to pay directly all such
pre-approved expenses on a pro rata basis between Starboard and Parche based on
the number of Shares in the aggregate held by each of Starboard and Parche on
the date hereof. A copy of this agreement is attached hereto as Exhibit 13 and
is incorporated herein by reference.
Pursuant to a letter agreement, Starboard and Parche have agreed to
indemnify Mr. Caporale against claims arising from the solicitation of proxies
from the Issuer's shareholders at the 2007 Annual Meeting and any related
transactions. A form of the letter agreement is attached hereto as Exhibit 14
and is incorporated herein by reference.
Admiral Advisors has agreed to compensate Mr. Caporale for being
named as and serving as nominees for election as directors of the Issuer
pursuant to letter agreements (the "Compensation Letter Agreement"). Pursuant to
the terms of the Compensation Letter Agreement, Admiral Advisors has agreed to
pay Mr. Caporale $5,000 in cash upon the submission of the Nomination Letter by
Starboard to the Company. Upon the filing of a definitive proxy statement with
the SEC relating to a solicitation of proxies in favor of Mr. Caporale's
election as a director at the 2007 Annual Meeting, Admiral Advisors has agreed
to allow Mr. Caporale to receive a profit participation with respect to the sale
by Admiral Advisors or its affiliates, as the case may be, of the last $20,000
worth of Shares (the "Participation Shares") beneficially owned by either
Admiral Advisors or its affiliates, as the case may be, to a third party
unaffiliated with any member of the Ramius Group. Pursuant to the terms of the
Compensation Letter Agreement, Mr. Caporale will be entitled to receive a cash
payment equal to the amount, if any, by which the proceeds received by Admiral
Advisors or its affiliates, as the case may be, from the sale of the
Participation Shares exceeds $20,000 in the aggregate. A form of the
Compensation Letter Agreement is attached hereto as Exhibit 15 and is
incorporated herein by reference.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 19 of 46 Pages
---------------------- ----------------------
Item 7 is hereby amended to include the following exhibits:
10. Letter from Admiral Advisors to the President and Chief
Executive Officer of the Issuer, dated April 26, 2007.
11. Press Release, dated April 26, 2007.
12. Nomination Letter Supplement from Starboard to the Issuer, dated
April 26, 2007.
13. Amended and Restated Joint Filing and Solicitation Agreement by
and among the Reporting Persons, dated April 26, 2007.
14. Form of Indemnification Letter Agreement.
15. Form of Compensation Letter Agreement.
16. Power of Attorney for Mr. Caporale.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 20 of 46 Pages
---------------------- ----------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 26, 2007
STARBOARD VALUE AND OPPORTUNITY ADMIRAL ADVISORS, LLC
MASTER FUND LTD. By: Ramius Capital Group, L.L.C.,
its managing member
PARCHE, LLC
By: Admiral Advisors, LLC, its RAMIUS CAPITAL GROUP, L.L.C.
managing member By: C4S & Co., L.L.C.,
as managing member
C4S & CO., L.L.C.
By: /s/ Jeffrey M. Solomon
---------------------------
Name: Jeffrey M. Solomon
Title: Authorized Signatory
/s/ Jeffrey M. Solomon
----------------------
JEFFREY M. SOLOMON
Individually and as attorney-in-fact
for Peter A. Cohen, Morgan B. Stark
and Thomas W. Strauss
/s/ Jeffrey C. Smith
--------------------
JEFFREY C. SMITH
Individually and as attorney-in-fact for
William J. Fox and Michael Caporale, Jr.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 21 of 46 Pages
---------------------- ----------------------
SCHEDULE A
Transactions in the Shares Since the Filing of Schedule 13D
-----------------------------------------------------------
Shares of Common Stock Price Per Date of
Purchased Share($) Purchase
--------- -------- --------
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
43,680 30.7515 02/26/07
21,000 30.2500 02/27/07
30,072 30.3771 02/27/07
15,992 29.5650 03/01/07
12,684 28.6700 03/07/07
PARCHE, LLC
8,320 30.7515 02/26/07
4,000 30.2500 02/27/07
5,728 30.3771 02/27/07
3,046 29.5650 03/01/07
2,416 28.6700 03/07/07
---------------------- ----------------------
CUSIP No. 513696104 13D Page 22 of 46 Pages
---------------------- ----------------------
EXHIBIT INDEX
Exhibit Page
------- ----
10. Letter from Admiral Advisors to the President and 23
Chief Executive Officer of the Issuer, dated April
26, 2007.
11. Press Release, dated April 26, 2007. 24 to 25
12. Nomination Letter Supplement from Starboard to the 26 o 35
Issuer, dated April 26, 2007.
13. Amended and Restated Joint Filing and Solicitation 36 to 38
Agreement by and among the Reporting Persons,
dated April 26, 2007.
14. Form of Indemnification Letter Agreement. 39 to 41
15. Form of Compensation Letter Agreement. 42 to 44
16. Power of Attorney for Mr. Caporale. 45 to 46
---------------------- ----------------------
CUSIP No. 513696104 13D Page 23 of 46 Pages
---------------------- ----------------------
ADMIRAL ADVISORS, LLC LETTERHEAD
April 26, 2007
Michael Merriman
The Lamson & Sessions Co.
President and CEO
25701 Science Park Drive
Cleveland, OH 44122
CC: Board of Directors
Dear Michael,
April 28, 2007 marks the one year anniversary of last year's annual
shareholders' meeting of The Lamson & Sessions Co. (the "Company"). To our
knowledge, the Board of Directors of the Company (the "Board") has not yet set a
date for this year's annual meeting (the "2007 Annual Meeting"). We believe the
Board may have delayed scheduling the 2007 Annual Meeting because of the
exploration of strategic alternatives currently underway. We are supportive of
the Board's decision to hire Perella Weinberg to assist in this process.
However, it is not the Board's right to unilaterally decide for the Company's
shareholders that the current Board best represents the interests of the
shareholders during these pivotal times.
We request that the Company either promptly set the date for the 2007 Annual
Meeting so that shareholders may vote for who they believe will represent their
best interests (including our nominees as minority representatives on the Board
to assist in making these material decisions), or, alternatively, immediately
name two of our nominees to the Board to help the current Board members evaluate
what are likely complicated and weighty alternatives. Our request for minority
representation on the Board is reasonable, just, and frankly similar to what we
have suggested to you and the Board on several occasions in the past. We believe
such minority representation would add considerable value to the Board's
deliberations and would avoid an unnecessary proxy contest. We would expect our
two nominees to serve on a special committee of the Board with other independent
directors to work with Perella Weinberg in reviewing strategic alternatives.
Thank you for your consideration and, as always, we trust that the shareholders'
best interest will remain of paramount importance.
Best Regards,
/s/ Jeffrey C. Smith
--------------------
Jeffrey C. Smith
Partner
Ramius Capital Group
---------------------- ----------------------
CUSIP No. 513696104 13D Page 24 of 46 Pages
---------------------- ----------------------
Contact: Dan Gagnier or Megan Crudele
Sard Verbinnen & Co.
(212) 687-8080
RAMIUS CAPITAL URGES LAMSON & SESSIONS BOARD OF DIRECTORS TO SET DATE FOR
ANNUAL MEETING OR ADD RAMIUS REPRESENTATIVES TO BOARD
-----------------------------------------------------------------------
NEW YORK, APRIL 26, 2007 - Admiral Advisors, LLC, a subsidiary of Ramius Capital
Group, L.L.C. (collectively, "Ramius") today delivered a letter to the President
and Chief Executive Officer of The Lamson & Sessions Co. ("Lamson")(NYSE: LMS)
and its Board of Directors in which it urged Lamson to promptly set a date for
its 2007 annual meeting of shareholders or add two Ramius representatives to
Lamson's Board of Directors. In addition, Starboard Value and Opportunity Master
Fund Ltd., an affiliate of Ramius, today filed preliminary proxy materials with
the Securities and Exchange Commission seeking to elect its nominees to the
Board of Directors of Lamson at the 2007 annual shareholders' meeting.
Full text of the letter follows:
April 26, 2007
Michael Merriman
The Lamson & Sessions Co.
President and CEO
25701 Science Park Drive
Cleveland, OH 44122
CC: Board of Directors
Dear Michael,
April 28, 2007 marks the one year anniversary of last year's annual
shareholders' meeting of The Lamson & Sessions Co. (the "Company"). To our
knowledge, the Board of Directors of the Company (the "Board") has not yet set a
date for this year's annual meeting (the "2007 Annual Meeting"). We believe the
Board may have delayed scheduling the 2007 Annual Meeting because of the
exploration of strategic alternatives currently underway. We are supportive of
the Board's decision to hire Perella Weinberg to assist in this process.
However, it is not the Board's right to unilaterally decide for the Company's
shareholders that the current Board best represents the interests of the
shareholders during these pivotal times.
We request that the Company either promptly set the date for the 2007 Annual
Meeting so that shareholders may vote for who they believe will represent their
best interests (including our nominees as minority representatives on the Board
to assist in making these material decisions), or, alternatively, immediately
name two of our nominees to the Board to help the current Board members evaluate
what are likely complicated and weighty alternatives. Our request for minority
representation on the Board is reasonable, just, and frankly similar to what we
have suggested to you and the Board on several occasions in the past. We believe
such minority representation would add considerable value to the Board's
deliberations and would avoid an unnecessary proxy contest. We would expect our
two nominees to serve on a special committee of the Board with other independent
directors to work with Perella Weinberg in reviewing strategic alternatives.
Thank you for your consideration and, as always, we trust that the shareholders'
best interest will remain of paramount importance.
Best Regards,
Jeffrey C. Smith
Partner
Ramius Capital Group
---------------------- ----------------------
CUSIP No. 513696104 13D Page 25 of 46 Pages
---------------------- ----------------------
ABOUT RAMIUS CAPITAL GROUP, L.L.C.
Ramius Capital Group is a registered investment advisor that manages assets of
approximately $8 billion in a variety of alternative investment strategies.
Ramius Capital Group is headquartered in New York with offices located in
London, Tokyo, Hong Kong, Munich, and Vienna.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Starboard Value and Opportunity Master Fund Ltd., an affiliate of Ramius Capital
Group, L.L.C. ("Ramius Capital"), together with the other participants named
herein, has made a preliminary filing with the Securities and Exchange
Commission ("SEC") of a proxy statement and an accompanying proxy card to be
used to solicit votes for the election of its nominees at the 2007 annual
meeting of shareholders of The Lamson & Sessions Co., an Ohio corporation (the
"Company").
RAMIUS CAPITAL ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY
STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC., TOLL-FREE AT (800)
322-2885 OR COLLECT AT (212) 929-5500 OR VIA EMAIL AT
PROXY@MACKENZIEPARTNERS.COM.
The participants in the proxy solicitation are Starboard Value and Opportunity
Master Fund Ltd., a Cayman Islands exempted company ("Starboard"), Parche, LLC,
a Delaware limited liability company ("Parche"), Admiral Advisors, LLC, a
Delaware limited liability company, Ramius Capital Group, L.L.C., a Delaware
limited liability company ("Ramius Capital"), C4S & Co., L.L.C., a Delaware
limited liability company ("C4S"), Peter A. Cohen, Morgan B. Stark, Thomas W.
Strauss, Jeffrey M. Solomon, Michael Caporale, Jr., William J. Fox and Jeffrey
C. Smith (the "Participants").
Starboard beneficially owns 1,318,244 shares of Common Stock of the Company.
Parche beneficially owns 251,094 shares of Common Stock of the Company. As the
investment manager of Starboard and the managing member of Parche, Admiral
Advisors may be deemed to beneficially own the 1,318,244 shares of Common Stock
of the Company owned by Starboard and the 251,094 shares of Common Stock of the
Company owned by Parche. As the sole member of Admiral Advisors, Ramius Capital
may be deemed to beneficially own the 1,318,244 shares of Common Stock of the
Company owned by Starboard and the 251,094 shares of Common Stock of the Company
owned by Parche. As the managing member of Ramius Capital, C4S may be deemed to
beneficially own the 1,318,244 shares of Common Stock of the Company owned by
Starboard and the 251,094 shares of Common Stock of the Company owned by Parche.
As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and
Mr. Solomon may be deemed to beneficially own the 1,318,244 shares of Common
Stock of the Company owned by Starboard and the 251,094 shares of Common Stock
of the Company owned by Parche.
Mr. Caporale does not beneficially own any shares of Common Stock of the
Company. Mr. Fox does not beneficially own any shares of Common Stock of the
Company. Mr. Smith does not beneficially own any shares of Common Stock of the
Company.
# # #
---------------------- ----------------------
CUSIP No. 513696104 13D Page 26 of 46 Pages
---------------------- ----------------------
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
C/O RAMIUS CAPITAL GROUP, L.L.C.
666 THIRD AVENUE, 26TH FLOOR
NEW YORK, NEW YORK 10017
April 26, 2007
BY FACSIMILE AND FEDERAL EXPRESS
The Lamson & Sessions Co.
25701 Science Park Drive
Cleveland, Ohio 44122
Attn: Corporate Secretary
Re: NOTICE OF INTENTION TO NOMINATE SUBSTITUTE NOMINEE FOR ELECTION
AS DIRECTOR AT THE 2007 ANNUAL MEETING OF SHAREHOLDERS OF THE
LAMSON & SESSIONS CO.
Dear Sir:
Reference is made to the letter from Starboard Value and Opportunity
Master Fund Ltd. ("Starboard") to The Lamson & Sessions Co. ("Lamson" or the
"Company"), dated February 12, 2007 (the "Original Nomination Letter"), relating
to Starboard's nomination of William J. Fox, Lee D. Meyer, Jeffrey C. Smith and
Jeffrey M. Solomon for election to the Board of Directors of Lamson (the "Lamson
Board") at the 2007 annual meeting of shareholders of Lamson, or any other
meeting of shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "2007 Annual
Meeting"). This letter shall supplement and modify the Original Nomination
Letter by substituting Michael Caporale, Jr. for Lee D. Meyer as one of
Starboard's nominees for election at the 2007 Annual Meeting. Except as
specifically modified or supplemented by the information contained in this
supplemental notice, all information set forth in the Original Nomination Letter
remains applicable, including the Exhibits thereto, and the defined terms set
forth in the Original Nomination Letter are hereby incorporated herein by
reference.
Starboard originally nominated Lee D. Meyer because of his industry and
transactional experience. As noted in the Original Nomination Letter, Mr. Meyer
is currently a member of the Board of Directors of PW Eagle, Inc., a competitor
of the Company in the PVC pipe market ("PWEI"), and Mr. Meyer expected to resign
from the PWEI board following the completion of the previously announced
acquisition of PWEI by J-M Manufacturing Company, Inc., (the "PWEI
Acquisition"), which was expected to be consummated shortly after approval by
PWEI's shareholders at a special shareholders' meeting on April 12, 2007.
However, PWEI recently announced that it received a second request from the
Federal Trade Commission (the "FTC") for information in connection with the
proposed PWEI Acquisition and that the PWEI Acquisition would be delayed until
at least 60 days after May 16, 2007, the date for compliance with the FTC's
second request. As a result the delay in the PWEI Acquisition, Mr. Meyer and
Starboard reconsidered Mr. Meyer's ability to stand for election at the 2007
Annual Meeting and agreed to withdraw Mr. Meyer as a nominee of Starboard for
election to the Lamson Board. Accordingly, Starboard hereby provides notice to
the Company of the withdrawal of Lee D. Meyer as a nominee for election at the
2007 Annual Meeting and of its intention to nominate Michael Caporale, Jr. as a
substitute nominee for election at the 2007 Annual Meeting.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 27 of 46 Pages
---------------------- ----------------------
This letter, including the Exhibits attached hereto, and the Original
Nomination Letter, including the Exhibits attached thereto, are collectively
referred to as the "Notice." If this Notice shall be deemed for any reason by a
court of competent jurisdiction to be ineffective with respect to the nomination
of Mr. Caporale at the 2007 Annual Meeting, or if Mr. Caporale shall be unable
to serve for any reason, this Notice shall continue to be effective with respect
to Starboard's remaining nominees and as to any replacement nominee(s) selected
by Starboard.
Starboard continues to reserve the right to nominate additional nominees
for election as directors at the 2007 Annual Meeting to the extent that there
are in excess of four (4) vacancies on the Lamson Board to be filled by election
at the 2007 Annual Meeting or Lamson increases the size of the Lamson Board
above its existing size. Additional nominations made pursuant to the preceding
sentence are without prejudice to the position of Starboard that any attempt to
increase the size of the current Lamson Board or to reconstitute or reconfigure
the classes on which the current directors serve constitutes an unlawful
manipulation of Lamson's corporate machinery.
Below please find information required by Regulation 14A of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and other information
concerning Mr. Caporale.
MICHAEL CAPORALE, JR. (AGE 55) served as President, Chief Executive
Officer and a director of Associated Materials, Inc., a leading North American
manufacturer and distributor of exterior building products ("AMI"), from April
2002 until June 2006 and as Chairman of the Board of AMI from December 2004
until December 2006. Mr. Caporale also served as President, Chief Executive
Officer and a director of Associated Materials Holdings Inc., the direct parent
of AMI ("Holdings"), from April 2002 until June 2006, and as President, Chief
Executive Officer and a director of AMH Holdings, Inc., the direct parent of
Holdings ("AMH"), from March 2004 until June 2006. In December 2004, AMH sold a
50% equity interest in AMH to affiliates of Investcorp S.A. From 2000 until
April 2002, Mr. Caporale served as President and Chief Executive Officer of
AMI's Alside division. In April 2002, AMI was transitioned from a public company
to private ownership following the completion of a $436 million cash tender
offer by Harvest Partners, a private equity firm. Prior to joining AMI, from
1995 through 2000, Mr. Caporale served as President of Great Lakes Window, a
division of PlyGem Industries, Inc., a manufacturer of high-end vinyl windows
for the replacement window market. From 1992 through 1995, Mr. Caporale served
as Vice President, Operations of Enerpac, a division of Applied Power, Inc.,
where he developed logistic systems for the U.S., Asia and Europe markets. Mr.
Caporale began his career with General Electric, Inc. ("GE") where he spent
seventeen years in various operating positions in GE's Appliance, Jet Engine and
Transformer businesses. Mr. Caporale received a B.S. in Civil Engineering and an
M.B.A. from Syracuse University. The principal business address of Mr. Caporale
is 3668 Shetland Trail, Richfield, Ohio 44286. As of the date hereof, Mr.
Caporale does not own any securities of Lamson nor has he made any purchases or
sales of any securities of Lamson during the past two years.
Starboard and certain other affiliates of Ramius Capital Group, L.L.C.
("Ramius Capital") have signed or intend to sign a letter agreement pursuant to
which they agree to indemnify Mr. Caporale against claims arising from the
solicitation of proxies from Lamson's shareholders in connection with the 2007
Annual Meeting and any related transactions.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 28 of 46 Pages
---------------------- ----------------------
In addition, Admiral Advisors, LLC, a subsidiary of Ramius Capital
("Admiral"), has signed or intends to sign a compensation letter agreement with
Mr. Caporale pursuant to which Admiral agrees to pay Mr. Caporale $5,000 in cash
upon the submission of this letter by Starboard to Lamson. Pursuant to such
compensation letter agreements, Admiral will also agree that upon the filing of
a definitive proxy statement with the Securities and Exchange Commission (the
"SEC") relating to a solicitation of proxies in favor of Mr. Caporale's election
as a director at the 2007 Annual Meeting, Admiral will allow Mr. Caporale to
receive a profit participation with respect to the sale by Admiral or its
affiliates of the last $20,000 worth of shares of Common Stock of Lamson
beneficially owned by Admiral to an unaffiliated third party.
Other than as stated above, there are no arrangements or understandings
between Starboard and Mr. Caporale or any other person or persons pursuant to
which the nominations described herein are to be made, other than the consent by
Mr. Caporale to be named as a nominee in this Notice, to be named as a nominee
in any proxy statement filed by Starboard in connection with the solicitation of
Lamson shareholders and to serve as a director of Lamson, if so elected. Such
consent is attached hereto as EXHIBIT B.
Except as set forth in this Notice (including the Exhibits hereto), Mr.
Caporale (i) during the past 10 years, has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); (ii) does not
directly or indirectly beneficially own any securities of Lamson; (iii) does not
own any securities of Lamson which are owned of record but not beneficially;
(iv) has not purchased or sold any securities of Lamson during the past two
years; (v) no part of the purchase price or market value of the securities of
Lamson owned by Mr. Caporale is represented by funds borrowed or otherwise
obtained for the purpose of acquiring or holding such securities; (vi) is not,
and was not within the past year, a party to any contract, arrangements or
understandings with any person with respect to any securities of Lamson,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies; (vii) has no associate that
owns beneficially, directly or indirectly, any securities of Lamson; (viii) does
not own beneficially, directly or indirectly, any securities of any parent or
subsidiary of Lamson; (ix) was not, and his associates were not, a party to any
transaction, or series of similar transactions, since the beginning of Lamson's
last fiscal year, or a party to any currently proposed transaction, or series of
similar transactions, to which Lamson or any of its subsidiaries was or is to be
a party, in which the amount involved exceeds $60,000; (x) has no, and his
associates have no, arrangements or understandings with any person with respect
to any future employment by Lamson or its affiliates, or with respect to any
future transactions to which Lamson or any of its affiliates will or may be a
party; and (xi) has no substantial interest, direct or indirect, by securities
holdings or otherwise in any matter to be acted on at the 2007 Annual Meeting.
THE INFORMATION IN THE ORIGINAL NOMINATION LETTER CONCERNING THE
SHAREHOLDER GIVING THE NOTICE IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
THE NAME AND BUSINESS ADDRESS OF THE SHAREHOLDER GIVING THE NOTICE IS AS
FOLLOWS:
---------------------- ----------------------
CUSIP No. 513696104 13D Page 29 of 46 Pages
---------------------- ----------------------
Starboard Value and Opportunity Master Fund Ltd.
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, NY 10017
THE CLASS AND NUMBER OF SHARES OF COMMON STOCK WHICH ARE HELD OF RECORD,
OWNED BENEFICIALLY AND REPRESENTED BY PROXY BY STARBOARD AS OF THE RECORD DATE
AND AS OF THE DATE HEREOF IS AS FOLLOWS:
The record date for the 2007 Annual Meeting has not been made publicly
available as of the date hereof. Starboard hereby represents that it is the
beneficial owner of 1,318,244 shares of Common Stock of Lamson, 1,000 shares of
which are held of record.
ALL OTHER INFORMATION FOR STARBOARD THAT WOULD BE REQUIRED TO BE FILED FOR
A PARTICIPANT IN A SOLICITATION SUBJECT TO SECTION 14 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED IS AS FOLLOWS:
(a) ANY SUBSTANTIAL INTEREST, DIRECT OR INDIRECT, BY SECURITY HOLDINGS OR
OTHERWISE, OF STARBOARD IN ANY MATTER TO BE ACTED UPON AT THE 2007 ANNUAL
MEETING:
Starboard does not have a substantial interest in any matters to be acted
upon at the 2007 Annual Meeting except as otherwise set forth herein.
(b) STATE WITH RESPECT TO ALL SECURITIES OF THE REGISTRANT PURCHASED OR
SOLD WITHIN THE PAST TWO YEARS, THE DATES ON WHICH THEY WERE PURCHASED OR SOLD
AND THE AMOUNT PURCHASED OR SOLD ON EACH SUCH DATE:
Please see Exhibit A for information regarding purchases and sales during
the past two years by Starboard in securities of Lamson.
(c) THE AMOUNT OF SECURITIES OF LAMSON OWNED BENEFICIALLY, DIRECTLY OR
INDIRECTLY, BY EACH OF THE PARTICIPANT'S ASSOCIATES AND THE NAME AND ADDRESS OF
EACH SUCH ASSOCIATE:
Name Business Address Beneficial Ownership
---- ---------------- --------------------
Parche, LLC 666 Third Avenue 251,094 shares
26th Floor
New York, New York 10017
Admiral Advisors, 666 Third Avenue 1,569,338 shares
LLC 26th Floor
New York, New York 10017
Ramius Capital 666 Third Avenue 1,569,338 shares
Group, L.L.C. 26th Floor
New York, New York 10017
---------------------- ----------------------
CUSIP No. 513696104 13D Page 30 of 46 Pages
---------------------- ----------------------
C4S & Co., L.L.C. 666 Third Avenue 1,569,338 shares
26th Floor
New York, New York 10017
Peter A. Cohen 666 Third Avenue 1,569,338 shares
26th Floor
New York, New York 10017
Morgan B. Stark 666 Third Avenue 1,569,338 shares
26th Floor
New York, New York 10017
Jeffrey M. Solomon 666 Third Avenue 1,569,338 shares
26th Floor
New York, New York 10017
Thomas W. Strauss 666 Third Avenue 1,569,338 shares
26th Floor
New York, New York 10017
Except as set forth in this Notice (including the Exhibits hereto), (i)
during the past 10 years, Starboard has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); (ii)
Starboard does not directly or indirectly beneficially own any securities of
Lamson; (iii) Starboard does not own any securities of Lamson which are owned of
record but not beneficially; (iv) Starboard has not purchased or sold any
securities of Lamson during the past two years; (v) no part of the purchase
price or market value of the securities of Lamson owned by Starboard is
represented by funds borrowed or otherwise obtained for the purpose of acquiring
or holding such securities; (vi) Starboard is not, nor within the past year has
been, a party to any contract, arrangements or understandings with any person
with respect to any securities of Lamson, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies; (vii) no associate of Starboard owns beneficially,
directly or indirectly, any securities of Lamson; (viii) Starboard does not own
beneficially, directly or indirectly, any securities of any parent or subsidiary
of Lamson; (ix) neither Starboard nor any of its associates was a party to any
transaction, or series of similar transactions, since the beginning of Lamson's
last fiscal year, or is a party to any currently proposed transaction, or series
of similar transactions, to which Lamson or any of its subsidiaries was or is to
be a party, in which the amount involved exceeds $60,000; (x) neither Starboard
nor any of its associates has any arrangement or understanding with any person
with respect to any future employment by Lamson or its affiliates, or with
respect to any future transactions to which Lamson or any of its affiliates will
or may be a party; and (xi) Starboard does not have any substantial interest,
direct or indirect, by securities holdings or otherwise in any matter to be
acted on at the 2007 Annual Meeting.
* * *
---------------------- ----------------------
CUSIP No. 513696104 13D Page 31 of 46 Pages
---------------------- ----------------------
Please address any correspondence to Starboard Value and Opportunity
Master Fund Ltd., Attention: Jeffrey C. Smith, telephone (212) 845-7955,
facsimile (212) 845-7999 and Owen S. Littman, telephone (212) 201-4841,
facsimile (212) 845-7995 (with a copy to our counsel, Olshan Grundman Frome
Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New
York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile
(212) 451-2222). The giving of this Notice is not an admission that any
purported procedures for notice concerning the nomination of directors to the
Lamson Board and submission of business proposals are legal, valid or binding,
and Starboard reserves the right to challenge their validity. Starboard also
reserves the right, to the extent permitted by Lamson's Articles of
Incorporation, Code of Regulations or by law, to modify, change or otherwise
amend this Notice in any respects.
Very truly yours,
STARBOARD VALUE AND OPPORTUNITY MASTER
FUND LTD.
By: /s/ Mark R. Mitchell
----------------------------------------
Name: Mark R. Mitchell
Title: Authorized Signatory
---------------------- ----------------------
CUSIP No. 513696104 13D Page 32 of 46 Pages
---------------------- ----------------------
EXHIBIT A
TRANSACTIONS IN SECURITIES OF LAMSON
DURING THE PAST TWO YEARS
Shares of Common Stock Price Per Date of
Purchased / (Sold) Share($) Purchase / Sale
------------------ -------- ---------------
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
------------------------------------------------
84,000 21.5000 11/15/06
84,000 21.4500 11/16/06
42,000 20.6700 11/20/06
99,960 20.9285 11/21/06
8,400 21.1532 11/24/06
89,460 20.7246 11/27/06
21,000 20.7020 11/27/06
8,316 21.3947 11/28/06
42,336 21.5488 11/28/06
84,000 20.8630 11/28/06
10,584 21.6887 11/29/06
98,112 21.4746 11/30/06
84,000 21.6000 11/30/06
24,948 21.5104 12/01/06
42,000 23.4549 01/09/07
18,900 23.5467 01/10/07
42,000 23.7476 01/11/07
252,000 23.3092 01/16/07
58,800 23.4004 01/17/07
43,680 30.7515 02/26/07
21,000 30.2500 02/27/07
30,072 30.3771 02/27/07
15,992 29.5650 03/01/07
12,684 28.6700 03/07/07
PARCHE, LLC
-----------
18,688 21.4746 11/30/06
*109,344 21.6600 11/30/06
16,000 21.6000 11/30/06
4,752 21.5104 12/01/06
8,000 23.4549 01/09/07
--------------------------
* Shares were acquired in private transactions with various transferors for
which Ramius Capital Group, L.L.C. or an affiliate serves as the
investment manager, the managing member or the managing member of the
investment manager.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 33 of 46 Pages
---------------------- ----------------------
3,600 23.5467 01/10/07
8,000 23.7476 01/11/07
48,000 23.3092 01/16/07
11,200 23.4004 01/17/07
8,320 30.7515 02/26/07
4,000 30.2500 02/27/07
5,728 30.3771 02/27/07
3,046 29.5650 03/01/07
2,416 28.6700 03/07/07
ADMIRAL ADVISORS, LLC
---------------------
None
RAMIUS CAPITAL GROUP, L.L.C.
----------------------------
None
C4S & CO., L.L.C.
-----------------
None
PETER A. COHEN
--------------
None
MORGAN B. STARK
---------------
None
THOMAS W. STRAUSS
-----------------
None
JEFFREY M. SOLOMON
------------------
None
JEFFREY C. SMITH
----------------
None
WILLIAM J. FOX
--------------
None
MICHAEL CAPORALE, JR.
---------------------
None
---------------------- ----------------------
CUSIP No. 513696104 13D Page 34 of 46 Pages
---------------------- ----------------------
EXHIBIT B
NOMINEE CONSENT
---------------------- ----------------------
CUSIP No. 513696104 13D Page 35 of 46 Pages
---------------------- ----------------------
MICHAEL CAPORALE, JR.
3668 Shetland Trail,
Richfield, Ohio 44286
April 25, 2007
The Lamson & Sessions Co.
25701 Science Park Drive
Cleveland, Ohio 44122
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Starboard Value and Opportunity Master
Fund Ltd. ("Starboard") of its intention to nominate the undersigned as a
director of The Lamson & Sessions Co. ("Lamson") at the 2007 annual meeting of
stockholders, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual
Meeting"), (ii) being named as a nominee in any proxy statement filed by
Starboard in connection with the solicitation of proxies or written consents for
election of the undersigned at the Annual Meeting, and (iii) serving as a
director of Lamson if elected at the Annual Meeting.
Very truly yours,
/s/ Michael Caporale, Jr.
Michael Caporale, Jr.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 36 of 46 Pages
---------------------- ----------------------
AMENDED AND RESTATED
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or
beneficial, of The Lamson & Sessions Co., an Ohio corporation (the "Company");
WHEREAS, Starboard Value and Opportunity Master Fund Ltd., a Cayman
Islands exempted company ("Starboard"), Parche, LLC, a Delaware limited
liability company ("Parche"), Admiral Advisors, LLC, a Delaware limited
liability company, Ramius Capital Group, L.L.C., a Delaware limited liability
company ("Ramius Capital"), C4S & Co., L.L.C., a Delaware limited liability
company, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M.
Solomon, William J. Fox, Lee D. Meyer and Jeffrey C. Smith are parties to
that certain Joint Filing and Solicitation Agreement dated February 13, 2007
(the "Agreement") in connection with the formation of a group for the purpose
of seeking representation on the Board of Directors of the Company at the
2007 annual meeting of stockholders of the Company, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "2007 Annual Meeting") and for
the purpose of taking all other action necessary to achieve the foregoing.
WHEREAS, on April 26, 2007, Starboard notified the Company of its
intention to substitute Michael Caporale, Jr. for Lee D. Meyer as one of
Starboard's nominees for election at the 2007 Annual Meeting;
WHEREAS, the parties to the Agreement desire to replace Lee D. Meyer
with Michael Caporale, Jr. in the group formed for the purpose of seeking
representation on the Board of Directors of the Company at the 2007 Annual
Meeting, and Mr. Caporale desires to join such Group;
NOW, IT IS AGREED, this 26th day of April 2007 by the parties hereto that
the Agreement is amended and restated as follows:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), each of the undersigned
(collectively, the "Group") agrees to the joint filing on behalf of each of them
of statements on Schedule 13D, and any amendments thereto, with respect to the
securities of the Company. Each member of the Group shall be responsible for the
accuracy and completeness of his/its own disclosure therein, and is not
responsible for the accuracy and completeness of the information concerning the
other members, unless such member knows or has reason to know that such
information is inaccurate.
2. So long as this agreement is in effect, each of the undersigned
shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP
("Olshan") of (i) any of their purchases or sales of securities of the Company;
or (ii) any securities of the Company over which they acquire or dispose of
beneficial ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each of the undersigned agrees to form the Group for the purpose of
soliciting proxies or written consents for the election of the persons nominated
by the Group to the Board of Directors of the Company at the 2007 Annual Meeting
and for the purpose of taking all other actions incidental to the foregoing.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 37 of 46 Pages
---------------------- ----------------------
4. Starboard and Parche shall have the right to pre-approve all
expenses incurred in connection with the Group's activities and agree to pay
directly all such pre-approved expenses on a pro rata basis between Starboard
and Parche based on the number of Shares in the aggregate beneficially owned by
each of Starboard and Parche on the date hereof.
5. Each of the undersigned agrees that any SEC filing, press release or
stockholder communication proposed to be made or issued by the Group or any
member of the Group in connection with the Group's activities set forth in
Section 4 shall be first approved by Ramius Capital, or its representatives,
which approval shall not be unreasonably withheld.
6. The relationship of the parties hereto shall be limited to carrying
on the business of the Group in accordance with the terms of this Agreement.
Such relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing herein shall
be construed to authorize any party to act as an agent for any other party, or
to create a joint venture or partnership, or to constitute an indemnification.
Nothing herein shall restrict any party's right to purchase or sell securities
of the Company, as he/it deems appropriate, in his/its sole discretion, provided
that all such sales are made in compliance with all applicable securities laws.
7. This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which, taken together, shall constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.
8. In the event of any dispute arising out of the provisions of this
Agreement or their investment in the Company, the parties hereto consent and
submit to the exclusive jurisdiction of the Federal and State Courts in the
State of New York.
9. Any party hereto may terminate his/its obligations under this
Agreement on 24 hours' written notice to all other parties, with a copy by fax
to Steven Wolosky at Olshan, Fax No. (212) 451-2222.
10. Each party acknowledges that Olshan shall act as counsel for both
the Group and Ramius Capital and its affiliates relating to their investment in
the Company.
11. Each of the undersigned parties hereby agrees that this Agreement
shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii)
under the Exchange Act.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 38 of 46 Pages
---------------------- ----------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
STARBOARD VALUE AND OPPORTUNITY ADMIRAL ADVISORS, LLC
MASTER FUND LTD. By: Ramius Capital Group, L.L.C.,
its managing member
PARCHE, LLC
By: Admiral Advisors, LLC, RAMIUS CAPITAL GROUP, L.L.C.
its managing member By: C4S & Co., L.L.C.,
its Managing Member
C4S & CO., L.L.C.
By: /s/ Jeffrey M. Solomon
---------------------------
Name: Jeffrey M. Solomon
Title: Authorized Signatory
/s/ Jeffrey M. Solomon
----------------------
JEFFREY M. SOLOMON
Individually and as attorney-in-fact
for Peter A. Cohen, Morgan B. Stark
and Thomas W. Strauss
/s/ Jeffrey C. Smith
--------------------
JEFFREY C. SMITH
Individually and as attorney-in-fact
for William J. Fox and Michael
Caporale, Jr.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 39 of 46 Pages
---------------------- ----------------------
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
PARCHE, LLC
c/o Admiral Advisors, LLC
666 Third Avenue, 26th Floor
NEW YORK, NEW YORK 10017
___________, 2007
[NAME OF NOMINEE]
[ADDRESS]
[ADDRESS]
Re: THE LAMSON & SESSIONS CO.
Dear Mr. _________:
Thank you for agreeing to serve as a nominee for election to the Board of
Directors of The Lamson & Sessions Co. ("Lamson") in connection with the proxy
solicitation that Starboard Value and Opportunity Master Fund Ltd. and Parche,
LLC (collectively, the "Ramius Group") are considering undertaking to nominate
and elect directors at Lamson's 2007 annual meeting of stockholders, or any
other meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Ramius Group
Solicitation"). Your outstanding qualifications, we believe, will prove a
valuable asset to Lamson and all of its stockholders. This letter will set forth
the terms of our agreement.
The members of the Ramius Group agree to jointly and severally indemnify
and hold you harmless against any and all claims of any nature, whenever
brought, arising from the Ramius Group Solicitation and any related
transactions, irrespective of the outcome; PROVIDED, however, that you will not
be entitled to indemnification for claims arising from your gross negligence,
willful misconduct, intentional and material violations of law, criminal actions
or material breach of the terms of this agreement; PROVIDED FURTHER, that this
indemnification agreement and all of the Ramius Group's obligations hereunder
shall not apply to any of your actions or omissions as a director of Lamson.
This indemnification will include any and all losses, liabilities, damages,
demands, claims, suits, actions, judgments, or causes of action, assessments,
costs and expenses, including, without limitation, interest, penalties,
reasonable attorneys' fees, and any and all reasonable costs and expenses
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, any civil, criminal, administrative or arbitration
action, or any claim whatsoever, and any and all amounts paid in settlement of
any claim or litigation asserted against, resulting, imposed upon, or incurred
or suffered by you, directly or indirectly, as a result of or arising from the
Ramius Group Solicitation and any related transactions (each, a "Loss").
In the event of a claim against you pursuant to the prior paragraph or the
occurrence of a Loss, you shall give the Ramius Group prompt written notice of
such claim or Loss (provided that failure to promptly notify the Ramius Group
shall not relieve us from any liability which we may have on account of this
---------------------- ----------------------
CUSIP No. 513696104 13D Page 40 of 46 Pages
---------------------- ----------------------
Agreement, except to the extent we shall have been materially prejudiced by such
failure). Upon receipt of such written notice, the Ramius Group will provide you
with counsel to represent you. Such counsel shall be reasonably acceptable to
you. In addition, you will be reimbursed promptly for all Losses suffered by you
and as incurred as provided herein. The Ramius Group may not enter into any
settlement of loss or claim without your consent unless such settlement includes
a release of you from any and all liability in respect of such claim.
You hereby agree to keep confidential and not disclose to any party,
without the consent of the Ramius Group, any confidential, proprietary or
non-public information (collectively, "Information") of the Ramius Group, its
affiliates or members of its Schedule 13D group which you have heretofore
obtained or may obtain in connection with your service as a nominee hereunder.
Notwithstanding the foregoing, Information shall not include any information
that is publicly disclosed by the Ramius Group, its affiliates or members of its
Schedule 13D group or any information that you can demonstrate is now, or
hereafter becomes, through no act or failure to act on your part, otherwise
generally known to the public.
Notwithstanding the foregoing, if you are required by applicable law,
rule, regulation or legal process to disclose any Information you may do so
provided that you first promptly notify the Ramius Group so that the Ramius
Group or any member thereof may seek a protective order or other appropriate
remedy or, in the Ramius Group's sole discretion, waive compliance with the
terms of this Agreement. In the event that no such protective order or other
remedy is obtained or the Ramius Group does not waive compliance with the terms
of this Agreement, you may consult with counsel at the cost of the Ramius Group
and you may furnish only that portion of the Information which you are advised
by counsel is legally required to be so disclosed and you will request that the
party(ies) receiving such Information maintain it as confidential.
All Information, all copies thereof, and any studies, notes, records,
analysis, compilations or other documents prepared by you containing such
Information, shall be and remain the property of the Ramius Group and, upon the
request of a representative of the Ramius Group, all such information shall be
returned or, at the Ramius Group's option, destroyed by you, with such
destruction confirmed by you to the Ramius Group in writing.
This letter agreement shall be governed by the laws of the State of New
York, without regard to the principles of the conflicts of laws thereof.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 41 of 46 Pages
---------------------- ----------------------
If you agree to the foregoing terms, please sign below to indicate your
acceptance.
Very truly yours,
STARBOARD VALUE AND OPPORTUNITY MASTER FUND
LTD.
By:
----------------------------------------
Name:
Title: Authorized Signatory
PARCHE, LLC
By: Admiral Advisors, LLC, its managing
member
By:
----------------------------------------
Name:
Title: Authorized Signatory
ACCEPTED AND AGREED:
---------------------------
[NAME OF NOMINEE]
---------------------- ----------------------
CUSIP No. 513696104 13D Page 42 of 46 Pages
---------------------- ----------------------
ADMIRAL ADVISORS, LLC
666 THIRD AVENUE, 26TH FLOOR
NEW YORK, NEW YORK 10017
____________, 2007
[NAME OF NOMINEE]
[ADDRESS]
[Address]
Dear Mr. _________:
This letter sets forth our mutual agreement with respect to compensation
to be paid to you for your agreement to be named and serve as a nominee of a
group of investors (the "Ramius Group"), including Admiral Advisors, LLC, a
subsidiary of Ramius Capital Group, L.L.C. ("Admiral"), for election as a
director of The Lamson & Sessions Co. (the "Company") at the Company's 2007
annual meeting of stockholders, or any other meeting of stockholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting").
1. CASH PAYMENT; PROFIT PARTICIPATION. In consideration of your agreement
to be named and serve as nominee of the Ramius Group for election as a
director of the Company at the Annual Meeting, the undersigned hereby
agrees to (i) pay you $5,000 in cash upon the Ramius Group submitting a
letter to the Company nominating you for election as a director of the
Company (with such payment to be made as soon as reasonably practicable
after you have been nominated) and (ii) in the event the Ramius Group
files a definitive proxy statement with the U.S. Securities and
Exchange Commission (the "Proxy Statement") relating to a solicitation
of proxies in favor of your election as a director of the Company at
the Annual Meeting (the date of such filing being hereinafter referred
to as the "Proxy Filing Date"), to allow you to receive a profit
participation with respect to the sale by Admiral or its affiliates, as
the case may be, of the last $20,000 worth of shares of the Company's
common stock (the "Participation Shares") beneficially owned by Admiral
to a third party unaffiliated with any member of the Ramius Group. The
number of Participation Shares shall be determined by dividing $20,000
by the closing price of the Company's common stock on the Proxy Filing
Date (the "Proxy Date Closing Price"). Your profit participation shall
entitle you to receive a cash payment equal to the amount, if any, by
which the proceeds received by Admiral or its affiliates, as the case
may be, from the sale of the Participation Shares exceeds $20,000 in
the aggregate (the "Contingent Payment").
2. RIGHTS AS A STOCKHOLDER. Your right to receive the Contingent Payment
shall not entitle you to any rights as a stockholder of the Company,
including, without limitation, any voting rights or disposition rights
with respect to the Participation Shares.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 43 of 46 Pages
---------------------- ----------------------
3. FORFEITURE OF PROFIT PARTICIPATION. The profits related to the
Participation Shares will be paid to you in all circumstances upon and
subject to the sale of the Participation Shares except (i) if you are
not named in the Proxy Statement or if you withdraw your consent to
serve as a director nominee of the Ramius Group after the filing of the
Proxy Statement, (ii) if elected to the Company's Board of Directors,
you voluntarily cease to serve as a director of the Company prior to
the expiration of your term, (iii) if you are in breach of your
obligations under the indemnification agreement between us.
4. NON-TRANSFERABILITY. Your right to the profits related to the
Participation Shares is non-transferable.
5. ENTIRE AGREEMENT. AMENDMENT. This letter agreement contains the entire
agreement between you and the undersigned and supersedes other oral and
written agreements previously entered into by you and the undersigned
concerning the same subject matter. This letter agreement may be
modified or rescinded only with the written consent of both parties.
6. GOVERNING LAW. The validity, interpretation, construction and
performance of this letter agreement shall be governed by the laws of
the State of New York, without regard to its principles of conflict of
laws, and by applicable laws of the United States. The parties hereto
consent to the jurisdiction of the New York State and United States
courts located in New York County, New York for the resolution of any
disputes hereunder and agree that venue shall be proper in any such
court notwithstanding any principle of forum non conveniens and that
service of process on the parties hereto in any proceeding in any such
court may be effected in the manner provided herein for the giving of
notices. The parties hereto waive trial by jury in respect of any such
proceeding.
7. BINDING EFFECT. This letter agreement shall bind and inure to the
benefit of you and your heirs, successors and assigns. If Admiral
transfers all of the Company's common stock owned by it to an
affiliate, Admiral, as a condition thereof, shall cause such affiliate
to assume the obligations of Admiral under this letter agreement.
8. COUNTERPARTS. This letter agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which, taken
together, shall constitute one and the same instrument.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 44 of 46 Pages
---------------------- ----------------------
ADMIRAL ADVISORS, LLC
By:
----------------------------------------
Name:
Title:
Accepted and Agreed to:
---------------------------
[NAME OF NOMINEE]
---------------------- ----------------------
CUSIP No. 513696104 13D Page 45 of 46 Pages
---------------------- ----------------------
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Jeffrey C. Smith signing singly, the undersigned's true and lawful
attorney-in-fact to take any and all action in connection with (i) the
undersigned's beneficial ownership of, or participation in a group with respect
to, securities of The Lamson & Sessions Co. (the "Company") directly or
indirectly beneficially owned by Ramius Capital Group, L.L.C. or any of its
affiliates (collectively, the "Ramius Group") and (ii) any proxy solicitation of
the Ramius Group to elect the Ramius Group's slate of director nominees to the
board of directors of the Company at the 2007 annual meeting of shareholders of
the Company (the "Solicitation"). Such action shall include, but not be limited
to:
1. executing for and on behalf of the undersigned all Schedules 13D
required to be filed under Section 13(d) of the Securities Exchange Act of 1934
(the "Exchange Act") and the rules thereunder in connection with the
undersigned's beneficial ownership of, or participation in a group with respect
to, securities of the Company or the Solicitation;
2. executing for and on behalf of the undersigned all Forms 3, 4 and 5
required to be filed under Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder in connection with the undersigned's beneficial
ownership of, or participation in a group with respect to, securities of the
Company or the Solicitation;
3. executing for and on behalf of the undersigned all Joint Filing and
Solicitation Agreements or similar documents pursuant to which the undersigned
shall agree to be a member of the Ramius Group;
4. performing any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
5. taking any other action of any type whatsoever in connection with
the Solicitation, including entering into any settlement agreement, that in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Section 13(d), Section 16
or Section 14 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer a member of the Ramius Group unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
---------------------- ----------------------
CUSIP No. 513696104 13D Page 46 of 46 Pages
---------------------- ----------------------
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 25th day of April 2007.
/s/ Michael Caporale, Jr.
--------------------------------------------
Michael Caporale, Jr.