SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. 5)*
THE LAMSON & SESSIONS CO.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
513696104
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(CUSIP Number)
Nina Ross
205 Newbury Street
Boston, MA 02116
(617) 247-4616
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 20, 2006
--------------------------------------------------------------------------------
(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 which 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)
*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).
-2-
________________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farhad Fred Ebrahimi
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,409,000 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,409,000 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,409,000 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
-3-
________________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mary Wilkie Ebrahimi
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,409,000 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,409,000 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,409,000 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
-4-
Schedule 13D/A
This Amendment No. 4 to Schedule 13D, filed in January of 1998, as amended
by Amendment No. 1 to Schedule 13D, filed on October 5, 1998, as amended by
Amendment No. 2, filed on September 10, 1999, as amended by Amendment No. 3,
filed on September 21, 2000, as amended by Amendment No. 4, filed on
January 3, 2001.
Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, without par value of The
Lamson & Sessions Co., which has its principal executive office at 25701
Science Park Drive, Cleveland, Ohio 44122.
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Farhad Fred Ebrahimi, Mary Wilkie
Ebrahimi, Farah Alexandra Ebrahimi and Farhad Alexander Ebrahimi (the "Reporting
Persons").
(b) 205 Newbury Street, Boston, MA 02116
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
Item 4. PURPOSE OF TRANSACTION.
Farhad Fred Ebrahimi no longer has a beneficial interest in the shares of
the Issuer's Common Stock held by Farah Alexandra Ebrahimi and Farhad Alexander
Ebrahimi. The Reporting Persons may make additional purchases of Class A Units
or other securities of the Issuer, either in the open market or in private
transactions, depending on their evaluation of the Issuer's business, prospects
and financial condition, the market for the Class A Units or other securities,
other opportunities available to them, general economic conditions, money and
stock market conditions, and other future developments. Depending on these same
factors, the Reporting Persons may decide to sell all or part of their
investment in the Issuer's Class A Units. Although all purchases of shares in
Class A Units have been made for investment, at some future time the Reporting
Persons may decide that it is desirable to seek control or influence the
management and policies of the Issuer's board of directors, by seeking a
position as an office of the Issuer, by contractual arrangement with the Issuer
or by other means. At the present time, none of the Reporting Persons has made
any decision to seek a board seat or seek control or influence over the
management of policies of the Issuer.
Except as set forth above, none of the Reporting Persons has any present
plans which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
-5-
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi jointly hold 1,409,000
shares of the Issuer's Common Stock, which, based on the number of shares
reported as outstanding in the Issuer's 10-Q, filed with the Securities Exchange
Commission on April 21, 2006, represents 9.1% of the outstanding Common Stock of
the Issuer.
(b) Number of shares as to which Farhad Fred Ebrahimi and Mary Wilkie
Ebrahimi have:
(i) sole power to vote or to direct the vote: 0 shares
(ii) shared power to vote or to direct the vote:
1,409,000 shares
(iii) sole power to dispose or to direct the disposition of:
0 shares
(iv) shared power to dispose or to direct the disposition of:
1,409,000 shares
-6-
(c) Effective as of January 20, 2006, Farhad Fred Ebrahimi ceased to
jointly hold securities with Farhad Alexander Ebrahimi.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or any proceeds from the sale of
the shares beneficially owned by any of the Reporting Persons.
(e) Each of Farhad Alexander Ebrahimi and Farah Alexandra Ebrahimi
ceased to own beneficially five percent (5%) or more of the Issuer's Common
Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Power of Attorney
Exhibit B - Power of Attorney
Exhibit C - Power of Attorney
Exhibit D - Power of Attorney
Exhibit E - Agreement regarding filing of joint Schedule 13D.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 6, 2006
By: *
----------------------------------------
Name: Farhad Fred Ebrahimi
By: **
----------------------------------------
Name: Mary Wilkie Ebrahimi
By: ***
----------------------------------------
Name: Farhad Alexander Ebrahimi
By: ****
----------------------------------------
Name: Farah Alexandra Ebrahimi
Title:
*By: /s/ Nina Ross
------------------------
Nina Ross as Attorney-in-Fact
**By: /s/ Nina Ross
------------------------
Nina Ross as Attorney-in-Fact
***By: /s/ Nina Ross
------------------------
Nina Ross as Attorney-in-Fact
****By: /s/ Nina Ross
------------------------
Nina Ross as Attorney-in-Fact
*This Amendment No. 5 to Schedule 13D was executed by Nina Ross pursuant to a
Power of Attorney, filed with the Securities and Exchange Commission herewith.
**This Amendment No. 5 to Schedule 13D was executed by Nina Ross pursuant to a
Power of Attorney, filed with the Securities and Exchange Commission herewith.
***This Amendment No. 5 to Schedule 13D was executed by Nina Ross pursuant to a
Power of Attorney, filed with the Securities and Exchange Commission herewith.
****This Amendment No. 5 to Schedule 13D was executed by Nina Ross pursuant to
a Power of Attorney, filed with the Securities and Exchange Commission herewith.
-7-
EXHIBIT INDEX
Exhibit A - Power of Attorney
Exhibit B - Power of Attorney
Exhibit C - Power of Attorney
Exhibit D - Power of Attorney
Exhibit E - Agreement regarding filing of joint Schedule 13D.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Nina L. Ross with full power to act
singly, his true and lawful attorney-in-fact, with full power of substitution,
to: (i) sign any and all instruments, certificates and documents that may be
necessary, desirable or appropriate to be executed on behalf of himself as an
individual or in his capacity as a general partner of any partnership, pursuant
to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any
and all regulations promulgated thereunder, (ii) sign any notice on Form 144
(including any amendments thereto) to be executed on behalf of himself as an
individual or in his capacity as a general partner of any partnership, pursuant
to Rule 144 of the Securities Act of 1933, (iii) file the same (including any
amendments thereto), with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission, and any stock
exchange or similar authority and (iv) take any other action of any type
whatsoever in connection with the foregoing which, 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,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing necessary, desirable or appropriate.
The undersigned hereby grants to the 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.
This power of attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the
attorney-in-fact.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
28th day of November, 2005.
/s/ Farhad Fred Ebrahimi
--------------------------
Farhad (Fred) Ebrahimi
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Nina L. Ross with full power to act
singly, her true and lawful attorney-in-fact, with full power of substitution,
to: (i) sign any and all instruments, certificates and documents that may be
necessary, desirable or appropriate to be executed on behalf of herself as an
individual or in her capacity as a general partner of any partnership, pursuant
to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any
and all regulations promulgated thereunder, (ii) sign any notice on Form 144
(including any amendments thereto) to be executed on behalf of herself as an
individual or in her capacity as a general partner of any partnership, pursuant
to Rule 144 of the Securities Act of 1933, (iii) file the same (including any
amendments thereto), with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission, and any stock
exchange or similar authority and (iv) take any other action of any type
whatsoever in connection with the foregoing which, 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,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing necessary, desirable or appropriate.
The undersigned hereby grants to the 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.
This power of attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the
attorney-in-fact.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
7th day of February, 2006.
/s/ Mary Wilkie Ebrahimi
---------------------------
Mary Wilkie Ebrahimi
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Nina L. Ross with full power to act
singly, her true and lawful attorney-in-fact, with full power of substitution,
to: (i) sign any and all instruments, certificates and documents that may be
necessary, desirable or appropriate to be executed on behalf of herself as an
individual or in her capacity as a general partner of any partnership, pursuant
to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any
and all regulations promulgated thereunder, (ii) sign any notice on Form 144
(including any amendments thereto) to be executed on behalf of herself as an
individual or in her capacity as a general partner of any partnership, pursuant
to Rule 144 of the Securities Act of 1933, (iii) file the same (including any
amendments thereto), with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission, and any stock
exchange or similar authority and (iv) take any other action of any type
whatsoever in connection with the foregoing which, 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,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing necessary, desirable or appropriate.
The undersigned hereby grants to the 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.
This power of attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the
attorney-in-fact.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
20th day of January, 2006.
/s/ Farhad Alexander Ebrahimi
------------------------------
Farhad Alexander Ebrahimi
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Nina L. Ross with full power to act
singly, her true and lawful attorney-in-fact, with full power of substitution,
to: (i) sign any and all instruments, certificates and documents that may be
necessary, desirable or appropriate to be executed on behalf of herself as an
individual or in her capacity as a general partner of any partnership, pursuant
to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any
and all regulations promulgated thereunder, (ii) sign any notice on Form 144
(including any amendments thereto) to be executed on behalf of herself as an
individual or in her capacity as a general partner of any partnership, pursuant
to Rule 144 of the Securities Act of 1933, (iii) file the same (including any
amendments thereto), with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission, and any stock
exchange or similar authority and (iv) take any other action of any type
whatsoever in connection with the foregoing which, 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,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing necessary, desirable or appropriate.
The undersigned hereby grants to the 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.
This power of attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the
attorney-in-fact.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
7th day of February, 2006.
/s/ Farah Alexandra Ebrahimi
---------------------------
Farah Alexandra Ebrahimi
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by schedule 13D need be filed with respect to the ownership by each of
the undersigned of shares of Common Stock of The Lamson & Sessions Co.
Executed as a sealed instrument this 6th day of April, 2006.
By: *
----------------------------------------
Name: Farhad Fred Ebrahimi
By: **
----------------------------------------
Name: Mary Wilkie Ebrahimi
By: ***
----------------------------------------
Name: Farhad Alexander Ebrahimi
By: ****
----------------------------------------
Name: Farah Alexandra Ebrahimi
*By: /s/ Nina Ross
------------------------
Nina Ross as Attorney-in-Fact
**By: /s/ Nina Ross
------------------------
Nina Ross as Attorney-in-Fact
***By: /s/ Nina Ross
------------------------
Nina Ross as Attorney-in-Fact
****By: /s/ Nina Ross
------------------------
Nina Ross as Attorney-in-Fact
*This Amendment No. 5 to Schedule 13D was executed by Nina Ross pursuant to a
Power of Attorney, filed with the Securities and Exchange Commission herewith.
**This Amendment No. 5 to Schedule 13D was executed by Nina Ross pursuant to a
Power of Attorney, filed with the Securities and Exchange Commission herewith.
***This Amendment No. 5 to Schedule 13D was executed by Nina Ross pursuant to a
Power of Attorney, filed with the Securities and Exchange Commission herewith.
****This Amendment No. 5 to Schedule 13D was executed by Nina Ross pursuant to
a Power of Attorney, filed with the Securities and Exchange Commission herewith.