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United States
Securities and Exchange Commission
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Fiscal Year Ended January 31, 2005
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For
the transition period from to.
 Commission file number: 0-20578
 Layne Christensen Company
  Delaware
    
    48-0920712(State or other jurisdiction
    
    (I.R.S. Employer Identification No.)of incorporation or organization)
 
     
 þ o
 o
 þ o
    1.
    
    Portions of the following document are incorporated by reference into the indicated parts of
this report: Definitive Proxy Statement for the 2005 Annual Meeting of Stockholders to be
filed with the Commission pursuant to Regulation 14A Part III.




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TABLE OF CONTENTS  PART IVItem 15. Exhibits and Financial Statement Schedules.SignaturesEX-31.1 Certification of President and CEOEX-31.2 Certification of Vice President-Finance & TreasurerEX-32.1 Certification of President and CEOEX-32.2 Certification of Vice President-Finance & Treasurer    Table of Contents     
  
         Exhibit No.
    
    
    
    Description4(1)
    
    -
    
    Restated Certificate of Incorporation of the Registrant (filed with the Registrants Annual
Report on Form 10-K for the fiscal year ended January 31, 1996 (File No. 0-20578), as Exhibit
3(1) and incorporated herein by this reference)4(2)
    
    -
    
    Amended and Restated Bylaws of the Registrant (filed with Exhibit 99.2 to the Registrants Form
8-K dated December 5, 2003 and incorporated herein by reference)4(3)
    
    -
    
    Specimen Common Stock Certificate (filed with Amendment No. 3 to the Registrants Registration
Statement (File No. 33-48432) as Exhibit 4(1) and incorporated herein by reference)4(4)
    
    -
    
    Loan Agreement, dated as of July 31, 2003, by and among Layne Christensen Company, LaSalle Bank
National Association, as administrative agent and a lender and certain other lenders named in
the Loan Agreement (filed with the Registrants 10-Q for the quarter ended July 31, 2003 (File
No. 0-20578) as Exhibit 4(5) and incorporated herein by reference)
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4(5)
    
    -
    
    Master Shelf Agreement, dated as of July 31, 2003, by and among Layne Christensen Company,
Prudential Investment Management, Inc., The Prudential Insurance Company of America, Pruco Life
Insurance Company, Security Life of Denver Insurance Company and such other Purchasers of the
Notes as may be named in the Master Shelf Agreement from time to time (filed with the
Registrants 10-Q for the quarter ended July 31, 2003 (File No. 0-20578) as Exhibit 4(5) and
incorporated herein by reference)10(1)
    
    -
    
    Tax Liability Indemnification Agreement between the Registrant and The Marley Company (filed
with Amendment No. 3 to the Registrants Registration Statement (File No. 33-48432) as Exhibit
10(2) and incorporated herein by reference)10(2)
    
    -
    
    Lease Agreement between the Registrant and Parkway Partners, L.L.C. dated December 21, 1994
(filed with the Registrants Annual Report on Form 10-K for the fiscal year ended January 31,
1995 (File No. 0-20578) as Exhibit 10(2) and incorporated herein by reference)10(2.1)
    
    -
    
    First Modification & Ratification of Lease, dated as of February 26, 1996, between Parkway
Partners, L.L.C. and the Registrant (filed with the Registrants Annual Report on Form 10-K for
the fiscal year ended January 31, 1996 (File No. 0-20578), as Exhibit 10(2.1) and incorporated
herein by this reference)10(2.2)
    
    -
    
    Second Modification and Ratification of Lease Agreement between Parkway Partners, L.L.C. and
Layne Christensen Company dated April 28, 1997 (filed with the Registrants Annual Report on
Form 10-K for the fiscal year ended January 31, 1999 (File No. 0-20578), as Exhibit 10(2.2) and
incorporated herein by this reference)10(2.3)
    
    -
    
    Third Modification and Extension Agreement between Parkway Partners, L.L.C. and Layne
Christensen Company dated November 3, 1998 (filed with the Companys 10-Q for the quarter ended
October 31, 1998 (File No. 0-20578) as Exhibit 10(1) and incorporated herein by reference)10(2.4)
    
    -
    
    Fourth Modification and Extension Agreement between Parkway Partners, L.L.C. and Layne
Christensen Company executed May 17, 2000, effective as of December 29, 1998 (filed with the
Companys 10-Q for the quarter ended July 31, 2000 (File No.
0-20578) as Exhibit 10.1 and incorporated herein by reference)10(2.5)
    
    -
    
    Fifth Modification and extension Agreement between Parkway Partners, L.L.C. and Layne
Christensen Company dated March 1, 2003 (filed as Exhibit 10(2.5) to the Registrants Annual
Report on Form 10-K for the fiscal year ended January 31, 2003 (File No. 0-20578) and
incorporated herein by this reference)**10(3)
    
    -
    
    Form of Stock Option Agreement between the Company and management of the Company (filed with
Amendment No. 3 to the Registrants Registration Statement (File No. 33-48432) as Exhibit 10(7)
and incorporated herein by reference)10(4)
    
    -
    
    Insurance Liability Indemnity Agreement between the Company and The Marley Company (filed with
Amendment No. 3 to the
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Registrants Registration Statement (File No. 33-48432) as Exhibit 10(10) and incorporated
herein by reference)10(5)
    
    -
    
    Agreement between The Marley Company and the Company relating to tradename (filed with the
Registrants Registration Statement (File No.33-48432) as Exhibit 10(10) and incorporated herein
by reference)**10(6)
    
    -
    
    Form of Subscription Agreement for management of the Company (filed with Amendment No. 3 to the
Registrants Registration Statement (File No. 33-48432) as Exhibit 10(16) and incorporated
herein by reference)**10(7)
    
    -
    
    Form of Subscription Agreement between the Company and Robert J. Dineen (filed with Amendment
No. 3 to the Registrants Registration Statement (File No. 33-48432) as Exhibit 10(17) and
incorporated herein by reference)10(8)
    
    -
    
    Loan Agreement, dated as of July 31, 2003, by and among Layne Christensen Company, LaSalle Bank
National Association, as administrative agent and a lender and certain other lenders named in
the Loan Agreement (filed with the Registrants 10-Q for the quarter ended July 31, 2003 (File
No. 0-20578) as Exhibit 4(5) and incorporated herein by reference)10(9)
    
    -
    
    Master Shelf Agreement, dated as of July 31, 2003, by and among Layne Christensen Company,
Prudential Investment Management, Inc., The Prudential Insurance Company of America, Pruco Life
Insurance Company, Security Life of Denver Insurance Company and such other Purchasers of the
Notes as may be named in the Master Shelf Agreement from time to time (filed with the
Registrants 10-Q for the quarter ending July 31, 2003 (File No. 0-20578) as Exhibit 4(6) and
incorporated herein by reference)**10(10)
    
    -
    
    Letter Agreement between Andrew B. Schmitt and the Company dated October 12, 1993 (filed with
the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 1995 (File No.
0-20578) as Exhibit 10(13) and incorporated herein by reference)**10(11)
    
    -
    
    Form of Incentive Stock Option Agreement between the Company and Management of the Company
(filed with the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 1996
(File No. 0-20578), as Exhibit 10(15) and incorporated herein by this reference)10(12)
    
    -
    
    Registration Rights Agreement, dated as of November 30, 1995, between the Company and Marley
Holdings, L.P. (filed with the Companys Annual Report on Form 10-K for the fiscal year ended
January 31, 1996 (File No. 0-20578), as Exhibit 10(17) and incorporated herein by this
reference)**10(13)
    
    -
    
    Form of Incentive Stock Option Agreement between the Company and Management of the Company
effective February 1, 1998 (filed with the Companys Form 10-Q for the quarter ended April 30,
1998 (File No. 0-20578) as Exhibit 10(1) and incorporated herein by reference)
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**10(14)
    
    -
    
    Form of Incentive Stock Option Agreement between the Company and Management of the Company
effective April 20, 1999 (filed with the Companys Form 10-Q for the quarter ended April 30,
1999 (File No. 0-20578) as Exhibit 10(2) and incorporated herein by reference)**10(15)
    
    -
    
    Form of Non Qualified Stock Option Agreement between the Company and Management of the Company
effective as of April 20, 1999 (filed with the Companys Form 10-Q for the quarter ended April
30, 1999 (File No. 0-20578) as Exhibit 10(3) and incorporated herein by reference)**10(16)
    
    -
    
    Layne Christensen Company District Incentive Compensation Plan (revised effective February 1,
2000)(filed as Exhibit 10(17) to the Registrants Annual Report on Form 10-K for the fiscal year
ended January 31, 2003 (File No. 0-20578) and incorporated herein by this reference)10(17)
    
    -
    
    Layne Christensen Company Executive Incentive Compensation Plan (revised effective May 1,
1997)+**10(18)
    
    -
    
    Layne Christensen Company Corporate Staff Incentive Compensation Plan (revised effective October
10, 2003)+10(19)
    
    -
    
    Standstill Agreement, dated March 26, 2004, by and among Layne Christensen Company, Wynnefield
Partners Small Cap Value, L.P., Wynnefield Small Cap Value Offshore Fund, Ltd., Wynnefield
Partners Small Cap Value L.P.I., Channel Partnership II, L.P., Wynnefield Capital Management,
LLC, Wynnefield Capital, Inc., Wynnefield Capital, Inc. Profit Sharings Money Purchase Plan,
Nelson Obus and Joshua Landes+**10(20)
    
    -
    
    Summary of 2005 Salaries of Named Executive Officers+21(1)
    
    -
    
    List of Subsidiaries+23(1)
    
    -
    
    Consent of Deloitte & Touche LLP+23(2)
    
    -
    
    Consent of Cawley, Gillespie & Associates, Inc.+31(1)
    
    -
    
    Section 302 Certification of Principal Executive Officer of the Company*31(2)
    
    -
    
    Section 302 Certification of Principal Financial Officer of the Company*32(1)
    
    -
    
    Section 906 Certification of Principal Executive Officer of the Company*32(2)
    
    -
    
    Section 906 Certification of Principal Financial Officer of the Company*
 
 **
    
    Management contracts or compensatory plans or arrangements required to be
identified by Item 14(a)(3).*
    
    Filed herewith.+
    
    Filed with the Companys Annual Report on From 10-K for the fiscal year
ended January 31, 2005 (filed on April 18, 2005). 5




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LAYNE CHRISTENSEN COMPANYBy
    
    /s/ A. B. SchmittAndrew B. SchmittPresident andDated: October 31, 2005
    
    
    
    Chief Executive Officer
  Signature and Title
    
    
    
    Date/s/ A. B. Schmitt

Andrew B. Schmitt
    
    
    
    October 31, 2005President, Chief Executive Officerand Director (Principal Executive Officer)/s/ Jerry W. Fanska

Jerry W. Fanska
    
    
    
    October 31, 2005Vice President-Finance and Treasurer(Principal Financial and Accounting Officer)/s/ Robert J. Dineen

Robert J. Dineen
    
    
    
    October 31, 2005Director/s/ Donald K. Miller

Donald K. Miller
    
    
    
    October 31, 2005Director/s/ David A. B. Brown

David A. B. Brown
    
    
    
    October 31, 2005Director/s/
J. Samuel Butler

J. Samuel Butler
    
    
    
    October 31, 2005Director/s/ Anthony B. Helfet

Anthony B. Helfet
    
    
    
    October 31, 2005Director/s/ Warren Lichtenstein

Warren G. Lichtenstein
    
    
    
    October 31, 2005Director/s/ Nelson Obus

Nelson Obus
    
    
    
    October 31, 2005Director/s/ Jeff Reynolds

Jeffrey J. Reynolds
    
    
    
    October 31, 2005Director
 7