<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
LINDBERG CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
LINDBERG CORPORATION
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
LINDBERG CORPORATION
6133 NORTH RIVER ROAD
SUITE 700
ROSEMONT, ILLINOIS 60018
LEO G. THOMPSON
President and
Chief Executive Officer
March 25, 1996
TO OUR STOCKHOLDERS:
You are cordially invited to attend the annual meeting of stockholders of
Lindberg Corporation, which will be held in the Auditorium at Riverway, 6133
North River Road, Rosemont, Illinois, on Friday, April 26, 1996, at 9:00 a.m.,
Chicago time.
At the meeting, management will review with you the Company's performance
during the past year and major developments which occurred during the year.
There will be an opportunity for stockholders to ask questions about the
Company and its operations.
To assure that your shares are represented at the meeting, please return
the enclosed proxy card as soon as possible. The proxy is revocable and will
not affect your right to vote in person if you are able to attend the meeting.
Sincerely yours,
Leo G. Thompson
<PAGE> 3
LINDBERG CORPORATION
__________
Notice of Annual Meeting of Stockholders
APRIL 26, 1996
The annual meeting of stockholders of Lindberg Corporation will be held in
the Auditorium at Riverway, 6133 North River Road, Rosemont, Illinois on
Friday, April 26, 1996, at 9:00 a.m., Chicago time, for the following purposes:
1. To elect two Class II directors.
2. To transact such other business as may properly come
before the meeting.
All stockholders of record at the close of business on March 8, 1996 are
entitled to vote at the meeting. A list of stockholders of the Company
entitled to vote at the meeting will be kept at the offices of the Company for
a period of ten days prior to the meeting.
Stockholders who do not intend to be present at the meeting in person are
requested to mark, date, sign and return the enclosed proxy, which does not
require postage if mailed in the United States.
S. S. PENLEY
Secretary
Rosemont, Illinois
March 25, 1996
<PAGE> 4
LINDBERG CORPORATION
6133 NORTH RIVER ROAD
SUITE 700
ROSEMONT, ILLINOIS 60018
___________
March 25, 1996
Proxy Statement
ANNUAL MEETING OF STOCKHOLDERS
This proxy statement is furnished in connection with the solicitation by
the board of directors of Lindberg Corporation (the "Company") of proxies for
use at the annual meeting of stockholders of the Company to be held on April
26, 1996, and at any adjournments of such meeting. Stockholders who execute
proxies may revoke them at any time before they are voted, either in person at
the meeting, by written notice to the Secretary at the above address, or by
delivery of a later-dated proxy.
SHARES OUTSTANDING AND VOTING RIGHTS
The Company had outstanding on the record date for the meeting 4,747,116
shares of common stock. Each share has one vote, without the right to cumulate
votes in the election of directors. All stockholders of record at the close of
business on March 8, 1996 are entitled to vote at the meeting.
THE ELECTION OF DIRECTORS
The board of directors proposes the election of G. H. Bodeen and J. T.
Schanck as Class II directors, each of whom is an incumbent Class II director.
It is intended that shares represented by properly executed proxies will be
voted, in the absence of contrary instructions, for the election of Messrs.
Bodeen and Schanck as directors. Directors are elected by a plurality of the
votes cast by the holders of common stock at a meeting at which a quorum is
present. This means that the individual receiving the largest number of votes
cast will be elected. Broker non-votes, abstentions and proxies specifying
"withhold authority" are counted for purposes of establishing a quorum, but
will have no effect on the election. Should a nominee become unable to accept
nomination or election, which management does not anticipate, the proxies may
be voted for such other person as shall be determined by the board of directors
in its discretion.
<PAGE> 5
The following table sets forth information concerning each nominee for
Class II director and each Class I and Class III director.
Name, Year
First Elected Principal Occupation for Last
Director and Age Five Years and Public Company Directorships
- ---------------- -------------------------------------------
NOMINEES FOR TERM EXPIRING IN 1999 (CLASS II)
G. H. Bodeen..................... Chairman of the Board of the Company since
1960--72 December 1980 and Chief Executive Officer
from April 1965 to December 1990.
J. T. Schanck.................... Retired; Vice Chairman from September 1986
1975--65 to December 1988 of Illinois Tool Works Inc.
(producer of specialty engineered products
and systems).
DIRECTORS WHOSE TERM EXPIRES IN 1997 (CLASS III)
J. W. Puth....................... President, J. W. Puth Associates (industrial
1987--67 consultants) since December 1987; Chairman,
American Lantern Company (manufacturer of
outdoor lighting fixtures) since December
1987; Chairman of the Executive Committee,
Sullivan Graphics, Inc. (commercial printer)
from June 1992 to February 1993. Also a
director of L.B. Foster Co., System Software
Associates, Inc., TNT Freightways
Corporation, Allied Products Corporation,
A.M. Castle & Co. and Brockway Standard
Holdings Corporation.
L. G. Thompson................... President and Chief Executive Officer of
1987--55 the Company since January 1991, and
President and Chief Operating Officer from
September 1987 to December 1990.
DIRECTORS WHOSE TERM EXPIRES IN 1998 (CLASS I)
Dr. R. F. Decker................. President and Chief Executive Officer,
1987--65 University Science Partners, Inc. (a
general partnership that funds, develops and
commercializes university and national
laboratory technology) since August 1986;
Chairman since December 1988, Chief
Executive Officer from December 1988 to
April 1993, of Thixomat, Inc. (a general
partnership formed to promote and
commercialize Thixomolding(TM) technology
and in which the Company has a minority
investment)(1). Also a director of Wavemat,
Inc.
R. A. Jean....................... Executive Vice President and Chief
1995--53 Operating Officer, Varlen Corporation
(manufacturer of engineered products) since
February 1993, Group Vice President from
August 1988 to January 1993.
(1) Dr. Decker owns a 43% interest in University Science Partners, Inc.,
which owns a 26% equity interest in Thixomat, Inc., in which the Company
owns an 11% interest.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE
ELECTION OF THE NOMINEES FOR DIRECTORS.
2
<PAGE> 6
FUNCTIONING OF THE BOARD AND COMMITTEES
The Company's board of directors has an executive compensation committee,
an audit committee, a finance committee and a directors stock option committee.
Members of the executive compensation committee are J. T. Schanck,
chairman, G. H. Bodeen and J. W. Puth. The committee reviews the performance
of the Company's Chief Executive Officer, makes recommendations to the full
board with respect to salary policy and compensation of senior officers and
administers the 1991 Stock Option Plan for Key Employees. The committee also
performs the function of a nominating committee, reviewing and making
recommendations to the full board with respect to candidates for membership on
the board and the qualifications and responsibilities of members of the board.
The committee will consider persons brought to its attention by officers,
directors and stockholders. Proposals may be submitted to the committee at the
address shown on page one of this proxy statement, attention of the Secretary.
During 1995, the committee met once.
Members of the audit committee are R. F. Decker, chairman, J. W. Puth and
J. T. Schanck. Its responsibilities are to review audit procedures and the
scope of examination by the Company's independent public accountants, results
of the annual audit by the Company's independent public accountants, internal
audit procedures, and to recommend to the full board annually the independent
public accountants. During 1995, the committee met once.
Members of the finance committee are J. W. Puth, chairman, G. H. Bodeen
and L. G. Thompson. The committee reviews and makes recommendations to the
full board regarding capital investments, dividend policy and major financial
matters. During 1995, the committee met once.
The board of directors of the Company met on five occasions during 1995.
EXECUTIVE COMPENSATION
COMPENSATION OVERVIEW
The Company compensates its executive officers at competitive levels while
at the same time structuring that compensation in a manner that links executive
compensation to the performance of the Company. The following table sets forth
information regarding the compensation of the Company's Chief Executive Officer
and the Company's other executive officers.
3
<PAGE> 7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Salary Bonus Options
Name and Principal Position Year ($) ($)(1) (#)(2)
- --------------------------- ---- ------------------- -------
<S> <C> <C> <C> <C>
L. G. Thompson................... 1995 250,000 159,725 --
President and Chief Executive 1994 225,000 168,750 22,000
Officer 1993 204,792 126,850 6,000
S. S. Penley..................... 1995 135,000 60,375 --
Senior Vice President and 1994 120,000 63,000 9,000
Chief Financial Officer 1993 114,125 46,625 4,000
M. W. Nelson.....................
Senior Vice President and 1995 135,000 80,850 --
Manager of Heat Treat 1994 120,000 58,375 14,000
Operations 1993 104,000 31,525 4,000
G. E. Miller (3).................
Senior Vice President, Manager
of Precision Products and
President of Impact Industries, 1995 150,000 14,476 --
Inc. 1994 100,000 50,360 6,000
</TABLE>
(1) Cash bonuses.
(2) Options were granted for a term of ten years, subject to earlier
termination in certain events related to termination of employment.
Options become exercisable in four equal annual installments commencing on
the first anniversary of the grant. The exercise price for shares granted
under such options is their fair market value at the time of grant.
(3) Mr. Miller joined the Company upon its acquisition of Impact Industries,
Inc. in April 1994. In January 1996, Mr. Miller submitted his
resignation effective April 1, 1996.
The Company did not grant any options to its executive officers in 1995.
Compensation of non-employee directors consists of an annual retainer fee
of $20,000 and a fee of $1,000 for each board or committee meeting attended.
In addition, each committee chairman receives $2,000 per year. Under the
Company's 1991 Stock Option Plan for Directors, each non-employee director is
granted, upon becoming a director, an option to purchase 9,000 shares of the
Company's common stock, exercisable in equal installments on each of the first,
second, and third anniversaries of the grant. The exercise price for shares
granted under such plan is their fair market value at the time of grant.
Stockholders approved an amendment to existing director options at their
annual meeting in April 1995, extending the term of the options from April 1996
to April 2001.
In addition to his consulting fee described in the next paragraph, Mr.
Bodeen received a fee of $30,000 as Chairman of the Board in 1995.
4
<PAGE> 8
Mr. Bodeen retired as an employee of the Company effective January 1, 1991
and entered into an agreement to provide consulting services to the Company.
In consideration for the consulting services, the agreement provides that Mr.
Bodeen will receive annual compensation of at least $100,000 until December 31,
2000, and certain perquisites consistent with the position. The agreement
prohibits Mr. Bodeen from competing with the Company during the term of the
agreement. In the event that during the term of the agreement Mr. Bodeen
becomes permanently disabled or dies, he or his wife will receive annually
one-half the amount of compensation he would have otherwise received under the
agreement.
In addition to his fees as a Director, Chairman of the Board and
consultant described above, Mr. Bodeen receives annual retirement benefits of
$91,017 under the Company's Supplemental Retirement Benefits Plan.
TABLE OF YEAR-END OPTION VALUES
None of the executive officers exercised any options in 1995. The
following table sets forth the year-end value of unexercised options held by
the executive officers on December 31, 1995.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-the-Money Options
Options at 12/31/95 at 12/31/95
------------------------- -------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------
<S> <C> <C>
L. G. Thompson....... 34,500 / 19,500 $32,375 /$ 9,750
S. S. Penley......... 26,250 / 8,750 7,281 / 9,594
M. W. Nelson......... 14,500 / 12,500 11,313 / 12,688
G. E. Miller......... 1,500 / 4,500 -- / --
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the executive compensation committee are J. T. Schanck,
chairman, G. H. Bodeen and J. W. Puth. G. H. Bodeen currently holds the office
of Chairman of the Company, and was, until January 1, 1991, the Chief Executive
Officer of the Company. J. W. Puth is the owner of J. W. Puth Associates, to
which the Company pays approximately $18,000 per year for rent and secretarial
services for the office that G. H. Bodeen rents from J. W. Puth Associates.
EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executives are made by the
three-member executive compensation committee of the board. Each member of the
executive compensation committee is a non-employee director. The committee
establishes the compensation of L. G. Thompson, Chief Executive Officer, based
on its evaluation of Mr. Thompson's performance. It establishes the
compensation of the other officers of the Company in consultation with Mr.
Thompson. All decisions by the executive compensation committee relating to
the compensation of all the Company's officers are reviewed by the full board,
except for decisions about awards under certain of the Company's stock-based
compensation plans, which must be made solely by the committee in order for the
grants or awards under such plans to satisfy Rule 16b-3 under the Securities
Exchange Act of 1934. Set forth below is the report submitted by Messrs.
Schanck, Bodeen and Puth in their capacity as the board's executive
compensation committee.
5
<PAGE> 9
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS
The executive compensation committee's executive compensation policies are
designed to provide competitive levels of compensation that integrate with the
Company's annual and long-term performance goals, reward above-average
corporate performance, recognize individual initiative and achievements, and
assist the Company in attracting and retaining qualified executives.
The executive compensation committee also endorses the position that stock
ownership by management and stock-based performance compensation arrangements
help align management's and stockholders' interests in enhancing stockholder
value. The committee has recommended that incentive pay tied to objective
performance of the Company and stock-based incentives should be significant
elements of the compensation for the executive officers.
Section 162(m) of the Internal Revenue Code of 1986, as amended, which
limits the deduction for federal income tax purposes of certain compensation
paid by any publicly held corporation to its chief executive officer and its
four other highest compensated officers to $1 million per each such executive,
is not relevant at the current levels of compensation of the Company's
executive officers.
RELATIONSHIP OF PERFORMANCE UNDER COMPENSATION PLANS
The primary measure of performance utilized under the Company's
compensation plans each year is targeted versus actual annual net earnings.
Actual versus targeted annual net earnings for the Company as a whole accounted
for up to 100% of each executive officer's target level of bonuses for 1995,
with business unit earnings performance criteria accounting for the rest in the
case of Messrs. Nelson and Miller. Annual operating targets utilized for
purposes of evaluating annual bonuses are developed by the Company's senior
officers, including Mr. Thompson. They are subsequently approved by the board
of directors. In the event that the minimum threshold level of target net
earnings is not attained, no cash bonus is paid. In 1995, the executive
compensation committee awarded cash bonuses to the executive officers based on
earnings performance objectives approved by the board.
OTHER COMPENSATION PLANS
At various times in the past the Company has adopted certain broad-based
employee benefit plans in which executive officers have been permitted to
participate and has adopted certain retirement, life and health insurance
plans. In addition, in 1994 the Board of Directors approved a Supplemental
Executive Retirement Benefits Plan (the "Supplemental Plan"). Under the
Supplemental Plan, benefits are payable to participants to the extent such
benefits exceed the maximum benefits payable under the Lindberg Corporation
Pension Plan (the "Pension Plan") (by federal law, deductibility of benefits is
limited to those based on maximum annual covered compensation of $150,000 per
individual). Benefits under these plans are not directly or indirectly tied to
Company performance. Messrs. Thompson, Penley and Nelson are participants in
the Supplemental Plan. (See also "Pension and Retirement Plans.")
CEO COMPENSATION
The executive compensation committee establishes the annual base salary of
the Chief Executive Officer. In setting the base salary of the Chief Executive
Officer, the committee considers a number of factors, including competitive
compensation data, the individual's experience, responsibility and job
performance. The committee considers the same factors in establishing the
Chief Executive Officer's incentive pay.
6
<PAGE> 10
Mr. Thompson has been Chief Executive Officer since January 1, 1991. His
compensation consists of base salary, currently at $250,000 annually, incentive
cash awards and stock option grants. In 1995, the Company awarded Mr. Thompson
a cash bonus of $159,725, which was based entirely on objective performance as
measured by actual net earnings against target net earnings.
MARCH 13, 1996
EXECUTIVE COMPENSATION COMMITTEE
J. T. Schanck
G. H. Bodeen
J. W. Puth
PENSION AND RETIREMENT PLANS
The executive officers of the Company, except Mr. Miller, are covered by
the Pension Plan. The Pension Plan provides retirement benefits for
participating employees which are calculated with reference to years of service
and final average monthly compensation (salary and bonus). In addition, they
are participants in the Supplemental Plan. The following table shows estimated
annual benefits payable upon retirement under the Pension Plan and the
Supplemental Plan to employees with the indicated years of service and final
average annual compensation. The estimated annual benefits are based on the
assumption that both plans will continue in effect and that the participant
retires at age 65. Benefits are not subject to reduction for Social Security
benefits. At December 31, 1995, the credited years of service under the Plan
for Messrs. Thompson, Penley and Nelson were 8, 8 and 12, respectively.
Currently, they are the only participants in the Supplemental Plan -- see
"Executive Compensation Committee Report on Executive Compensation--Other
Compensation Plans."
<TABLE>
<CAPTION>
Years of Service
Final Average ------------------------------------------
Compensation 10 15 20 25 30
- ------------- ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
150,000 25,050 37,575 50,100 62,625 75,150
200,000 33,400 50,100 66,800 83,500 100,200
250,000 41,750 62,625 83,500 104,375 125,250
300,000 50,100 75,150 100,200 125,250 150,300
350,000 58,450 87,675 116,900 146,125 175,350
400,000 66,800 100,200 133,600 167,000 200,400
</TABLE>
DEFINED CONTRIBUTION PLANS
All of the executive officers are eligible to participate in one of the
Company's 401(k) defined contribution plans. Under these plans, the Company
matches 50% of the participant's contributions up to 4% of compensation. For
Mr. Miller, the Company also contributes a percentage of compensation at the
end of each year in which he remains an employee of the Company.
7
<PAGE> 11
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
The chart below sets forth a comparison of the Company's annual
stockholder return with the annual stockholder return of (i) the Wilshire Next
1750 Universe index (an index of the stocks of 1,750 companies that have market
capitalizations ranging from $70 million to $725 million), and (ii) a peer
group of publicly-traded companies that are similar in size and produce
products and perform services similar to those of the Company. The companies
in the peer group are Ampco-Pittsburgh Corporation, Steel Technologies Inc. and
Fansteel Inc., and each company's contribution to the peer group's total value
is weighted based on that company's market capitalization. The chart is based
on an investment of $100 on December 31, 1990, and assumes that all dividends
were reinvested. The chart is not an indicator of the future performance of
the Company. Thus, it should not be used to predict the future performance of
the Company's stock. The chart and related data were furnished by Wilshire
Associates, a Santa Monica, California-based financial and investment firm.
[Performance Graph]
<TABLE>
<CAPTION>
12/31/90 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95
<S> <C> <C> <C> <C> <C> <C>
Lindberg Corporation $100 $76 $70 $95 $136 $152
Peer Group -- Metal
Processors $100 $93 $114 $163 $136 $118
Wilshire Next 1750 $100 $146 $173 $203 $200 $261
</TABLE>
8
<PAGE> 12
STOCK OWNERSHIP
The following table sets forth information as of March 1, 1996 (except as
otherwise noted) concerning shares of common stock of the Company beneficially
owned by each person known to the Company to own more than 5% of its
outstanding shares, and by the Company's directors and executive officers.
<TABLE>
<CAPTION>
Number
of Shares Percent of
Beneficially Outstanding
Name and Address Owned(1) Shares
---------------- ------------ -----------
<S> <C> <C>
5% STOCKHOLDERS
Bank of America Illinois and G. H. Bodeen,
as co-trustees of trusts created
under the will of L. A. Lindberg .............. 330,974(2) 7.0
231 South LaSalle Street
Chicago, IL 60693
Nancy L. Bodeen(3) .............................. 352,057 7.4
1180 Whitebridge Hill
Winnetka, Illinois 60093
Pioneering Management Corporation ............... 454,000(4) 9.6
60 State Street
Boston, MA 02109-1820
Dimensional Fund Advisors Inc. .................. 241,100(5) 5.1
1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401
DIRECTORS AND EXECUTIVE OFFICERS
G. H. Bodeen .................................... 425,724(2)(6)(7) 9.0
R. F. Decker .................................... 10,500(7) (8)
R. A. Jean ...................................... -- --
J. W. Puth ...................................... 10,000(7) (8)
J. T. Schanck ................................... 10,000(7) (8)
L. G. Thompson .................................. 108,000(7) 2.3
S. S. Penley .................................... 32,000(7) (8)
M. W. Nelson .................................... 20,200(7) (8)
G. E. Miller .................................... 1,900(7) (8)
All directors and executive officers as a group
(9 persons) ................................. 618,324(9) 12.7
</TABLE>
9
<PAGE> 13
____________________
(1) Sole voting and dispositive power, except as otherwise indicated.
(2) Bank of America Illinois and G. H. Bodeen have shared voting and G. H.
Bodeen has sole dispositive power as to shares in their capacities as
co-trustees of trusts created under the will of L. A. Lindberg.
(3) Nancy Bodeen, her mother and her sister are the beneficiaries of the
trust created under the will of L. A. Lindberg. Mrs. Bodeen is the wife
of G. H. Bodeen, Chairman of the Board of the Company.
(4) Based on a report of ownership on Schedule 13G dated January 26, 1996
filed with the Securities and Exchange Commission reporting ownership as
of December 31, 1995. Pioneer Management Corporation has sole voting and
shared dispositive power as to all of the 454,000 shares.
(5) Based on a report of ownership on Schedule 13G dated February 7, 1996
filed with the Securities and Exchange Commission reporting ownership as
of December 31, 1995. Dimensional Fund Advisors Inc. has sole voting
power as to 163,000 shares.
(6) Mr. Bodeen individually owns beneficially 85,750 shares of common stock
of the Company, including 9,000 shares subject to currently exercisable
options.
(7) Includes shares subject to stock options which are currently exercisable
or become exercisable within 60 days of March 1, 1996, as follows:
Messrs. Bodeen, Decker, Puth, and Schanck, 9,000 shares each; Mr.
Thompson, 36,000 shares; Mr. Penley, 28,000 shares; Mr. Nelson, 17,000
shares; and Mr. Miller, 1,500 shares.
(8) Less than 1% of the outstanding shares of the Company.
(9) Includes 330,974 shares with shared voting power, and 118,500 shares
subject to stock options which are currently exercisable or become
exercisable within 60 days of March 1, 1996.
FINANCIAL STATEMENTS
Stockholders are referred to the annual report for the fiscal year ended
December 31, 1995, which is enclosed with this proxy statement, for financial
and other information about the activities of the Company for such fiscal year,
but such report is not incorporated in this proxy statement and is not a part
of the proxy soliciting material.
OTHER BUSINESS
Management knows of no other matters which will be brought before the
meeting. However, if any other matter is properly brought before the meeting,
the persons named in the enclosed proxy will vote in accordance with their
judgment on such matters. For business to be properly brought before the
meeting by a stockholder, notice in proper written form must be given to the
Secretary not less than 30 days or more than 60 days before the meeting and
otherwise in compliance with the Company's By-Laws.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be considered for inclusion in proxy material
for the Company's annual meeting of stockholders in April 1997 must be received
at the principal executive office of the Company no later than November 22,
1996.
10
<PAGE> 14
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
During 1995, the Company engaged Arthur Andersen LLP as its independent
public accountants.
The appointment of auditors is approved annually by the board of
directors, upon recommendation of the audit committee. The audit committee
expects to recommend that Arthur Andersen LLP be selected as auditors for 1996.
It is expected that a representative of Arthur Andersen LLP will be
present at the annual meeting of stockholders, with the opportunity to make a
statement and to respond to appropriate questions by stockholders.
GENERAL
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitation of proxies by use of the mails, officers, directors
and employees of the Company may solicit proxies on its behalf by means of
telephone or telegraph. The Company will request brokers and other custodians,
nominees and fiduciaries to forward proxy soliciting material to the beneficial
owners of shares held of record by such persons, and reimburse them for their
reasonable out-of-pocket costs.
Management does not know of any other matters that may come before the
meeting. In the event that other matters should properly come before the
meeting and are submitted for a vote, the individuals named in the proxy will
vote in accordance with their judgment on such matters.
By Order of the Board of Directors
S. S. PENLEY
Secretary
11
<PAGE> 15
PROXY LINDBERG CORPORATION PROXY
6133 NORTH RIVER ROAD, SUITE 700 - ROSEMONT, ILLINOIS 60018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints G. H. Bodeen, L. G. Thompson and S. S.
Penley as Proxies, each with the power to appoint a substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of common stock of Lindberg Corporation which the undersigned would be entitled
to vote if personally present at the annual meeting of stockholders to be held
on April 26, 1996 or any adjournment thereof. A majority (or if only one, then
that one) of the above Proxies (or their substitutes) present and acting at the
meeting shall have all of the powers conferred hereby.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.
If no direction is made, this proxy will be voted FOR the director
nominees listed on the reverse side.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
LINDBERG CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[DARKENED OVAL]
The board of directors recommends that stockholders vote FOR the director
nominees listed above.
1. ELECTION OF DIRECTORS -- FOR WITHHELD FOR ALL (Except
Nominee(s) written
below)
Nominees: G. H. Bodeen and J. T.
Schanck [OVAL] [OVAL] [OVAL]
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2. IN THEIR DISCRETION, ON ANY OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING.
Please sign exactly as name or
names appear below. Joint owners
should each sign personally. If
you sign as agent or in any other
representative capacity, please
state the capacity in which you
sign. Attorneys should submit
powers of attorney.
DATE: , 1996
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Signature(s)
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