UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 1-7665
CUSIP NUMBER 550819106
(CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K / X/Form 10-Q / /Form N-SAR
For Period Ended: September 30, 2002
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
Lydall, Inc.
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Former Name if Applicable
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Address of Principal Executive Office
One Colonial Road
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City, State and Zip Code
Manchester, CT 06040
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On November 6, 2002, Lydall executives became aware of a possible accounting
irregularity at the Company's Columbus, Ohio automotive operation. A full
investigation was initiated immediately. By November 8, it was clear that
certain Columbus employees, acting in collusion, had circumvented the local
internal control system by delaying accounting recognition of expenses and,
accordingly, caused misstatements of reported earnings. These employees have
been terminated for cause. PricewaterhouseCoopers "PwC", the Company's
independent auditors, and the Company's Audit Review Committee were notified
immediately. The investigation is substantially completed. Pending a review of
the investigation by PwC it appears that the effect of the irregularities, which
began in the first quarter of 2001, was to overstate net income by approximately
$500,000 or about $.03 per share in 2001. Accordingly, our 2001 results will be
restated as appropriate. The impacts on 2002 quarters appear to be de minimis.
While the Company could not complete its investigation without unreasonable
effort or expense by our 10-Q filing date, we expect to complete our
investigation and file the third quarter results by November 19, 2002.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas P. Smith 860 646-1233
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). /X/ Yes / / No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? /X / Yes / / No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Part III above. It is expected that the results for the third quarter
and nine months ended September 30, 2001 will be reduced by approximately
$100,000 or about $.01 per share and approximately $500,000 or about $.03
per share, respectively, from previously reported results.
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Lydall, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 15, 2002 By /s/ Thomas P. Smith
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Thomas P. Smith
Vice President - Controller
(On behalf of the registrant and
as Principal Accounting Officer)