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): FEBRUARY 16, 2004
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 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following Exhibits are filed with this report:
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Exhibit No. Description
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99 Notice to Directors and Executive Officers, dated
February 16, 2004.
ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS.
On February 13, 2004, Layne Christensen Company (the "Company") received a
notice required under Section 101(i)(2)(E) of the Employment Retirement Income
Security Act of 1974 regarding a blackout period under the Layne Christensen
Company Hourly 401(k) Retirement Savings Plan (the "Plan") during which Plan
participants will be temporarily prevented from engaging in transactions in the
Company's common stock or associated derivative securities held in their
individual accounts. Pursuant to Section 306(a) of the Sarbanes-Oxley Act of
2002 and Regulation BTR promulgated thereunder, the Company mailed a notice to
its directors and executive officers informing them that a blackout period is
expected to begin during the calendar week of March 15, 2004 and end during the
calendar week of March 29, 2004. A copy of the notice dated February 16, 2004 is
attached hereto as Exhibit 99 and is incorporated herein by reference.
During the blackout period, Plan participants will not be able to direct or
diversify investments in their individual accounts, obtain a loan, or obtain a
distribution from the Plan. The reason for the blackout period is to complete
the merger of the Plan into the Layne Christensen Company Capital Accumulation
Plan.
During the blackout period and for a period of two years after the end of the
blackout period, a security holder or other interested person may obtain from
the Company, without charge, the actual start and end dates of the blackout
period by calling Merrill Lynch Customer Service at (800) 229-9040.
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
By: /s/ A. B. Schmitt
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Name: Andrew B. Schmitt
Title: President and Chief Executive Officer
Dated: February 17, 2004.
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INDEX TO EXHIBITS
Exhibit No. Description
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99 Notice to Directors and Executive Officers dated February 16, 2004.
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