Lamson Sessions (NYSE:LMS)
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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
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.