UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment
No. )
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| þ Soliciting Material Pursuant to Section 240.14a-12 | ||
The Lamson & Sessions Co.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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FOR IMMEDIATE RELEASE
| • | LAMSON & SESSIONS TO HOLD SPECIAL MEETING OF SHAREHOLDERS TO INCREASE AUTHORIZED SHARES |
CLEVELAND, Ohio, October 26, 2006 — The Lamson & Sessions Co. (NYSE:LMS), announced today that it
will hold a special meeting of its shareholders on Friday, December 15, 2006 at 9:00 a.m. EST at
the Cleveland Marriott East Hotel located at 26300 Harvard Road, Warrensville Heights, Ohio 44122.
The purpose of the special meeting is to vote on the proposed amendment to the Amended Articles of
Incorporation of the Company to increase the number of authorized common shares from twenty million
(20,000,000) to forty million (40,000,000).
Lamson’s Board of Directors has approved the proposed amendment, subject to shareholder approval,
and determined that it is in the best interests of the Company and its shareholders.
Lamson’s Board of Directors does not believe there is an adequate number of authorized common
shares to assure that there will be sufficient shares available for issuance in connection with
possible future awards under employee benefit plans, stock dividends, stock splits, future
acquisitions, equity and equity-based financings and other corporate purposes.
Lamson has set November 7, 2006 as the record date for the determination of shareholders entitled
to notice of and to vote at the special meeting. A preliminary proxy statement on Schedule 14A
detailing the foregoing is expected to be filed with the Securities and Exchange Commission on or
about October 26, 2006.
This press release contains forward-looking statements that involve risks and uncertainties within
the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ
materially from those expected as a result of a variety of factors, such as factors relating to or
affecting the proposal to amend the Amended Articles of Incorporation and various factors affecting
Lamson’s business, including those identified in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2005. Because forward-looking statements are based on a number of
beliefs, estimates and assumptions by management that could ultimately prove to be inaccurate,
there is no assurance that any forward-looking statement will prove to be accurate.
In connection with the proposed special meeting of shareholders to vote on the proposed amendment
to the Company’s Amended Articles of Incorporation, the Company will be filing a proxy statement
with the Securities and Exchange Commission. Pursuant to the proxy statement, the Company’s Board
of Directors will be soliciting proxies from the Company’s shareholders. Shareholders are advised
to read the proxy statement when it becomes available because it will contain important
information. Information regarding the interests of the participants in the solicitation of
proxies will be described in the proxy statement. Investors and other security holders can obtain
copies of the proxy statement free of charge when it becomes available by directing a request to
the Company, Investor Relations, 25701 Science Park Drive, Cleveland, Ohio 44122, Telephone (216)
464-3400. You may also obtain free copies of the proxy statement when it becomes available by
accessing the Securities and Exchange Commission’s Web site at http://www.sec.gov.
For more information contact:
James J. Abel
Executive Vice President and Chief Financial Officer
216-766-6557
James J. Abel
Executive Vice President and Chief Financial Officer
216-766-6557
Aileen Liebertz
Manager — Investor Relations and Shareholder Communications
216-766-6560
Manager — Investor Relations and Shareholder Communications
216-766-6560