SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 5, 2003
LAYNE CHRISTENSEN COMPANY
(Exact Name of Registrant as Specified in Charter)
DELAWARE 33-48432 48-0920712
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
1900 SHAWNEE MISSION PARKWAY
MISSION WOODS, KANSAS 66205
(Address of Principal Executive Offices)
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(913) 362-0510
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On December 5, 2003, Layne Christensen Company (the "Company" or "Layne")
issued a press release reporting that it has amended its Bylaws to include an
advance notice provision which requires that the Company be given advance notice
of stockholder nominations for election to the Board of Directors and of other
matters which stockholders wish to present for action at an annual meeting of
stockholders, other than matters included in Layne's proxy statement in
accordance with SEC Rule 14a-8. As a result of this amendment, the Company must
receive notice of any director nominations or other matters which stockholders
wish to present for action at the Company's 2004 Annual Meeting of Stockholders
no sooner than January 7, 2004, and no later than February 6, 2004. A copy of
the Press Release is attached as Exhibit 99.1 and a copy of the Amended and
Restated Bylaws is attached as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
99.1 Press Release issued by Layne Christensen Company, dated
December 5, 2003.
99.2 Amended and Restated Bylaws of Layne Christensen Company,
dated November 25, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LAYNE CHRISTENSEN COMPANY
Date: December 5, 2003 By: /s/ A. B. Schmitt
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Name: Andrew B. Schmitt
Title: President and Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
99.1 Press Release issued by Layne Christensen Company, dated
December 5, 2003.
99.2 Amended and Restated Bylaws of Layne Christensen Company, dated
November 25, 2003.
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