<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Lindberg Corporation
(Name of Issuer)
Common Stock, $2.50 Par Value
(Title of Class of Securities)
5351-71-10-2
(CUSIP Number)
Randy A. Bridgeman, Bell, Boyd & Lloyd
70 West Madison Street, Suite 3300
Chicago, Illinois 60602
Tel: (312) 372-1121
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 27, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ( ).
Check the following box if a fee is being paid with the statement ( ). (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 4 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP No. 5351-71-10-2
PAGE 2 of 4 Pages
1 NAME OF REPORTING PERSON: George H. Bodeen
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
a ( ) b ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 85,750
8 SHARED VOTING POWER: 335,625
9 SOLE DISPOSITIVE POWER: 421,375
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 430,375
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.0%
14 TYPE OF REPORTING PERSON: IN
<PAGE> 3
PAGE 3 of 4 Pages
There have been no changes in the information reported in the statement of
the undersigned filed with the Securities and Exchange Commission under cover
of Schedule 13D, Amendment No. 4, except as indicated below:
Item 5. Interest in Securities of the Issuer.
(a) At August 27, 1996:
Aggregate number of securities beneficially owned: 430,375* (including
9,000 shares subject to immediately exercisable options)
Percentage of Class: 9.0% (based on 4,759,391 shares outstanding at
August 9, 1996 and 9,000 shares subject to immediately exercisable
options)
(b) Number of shares as to which such person has:
(i) sole voting power: 85,750
(ii) shared voting power: 335,625**
(iii) sole dispositive power: 421,375***
(iv) shared dispositive power: 0
* Excludes 351,571 shares owned by Mr. Bodeen's wife but includes 249,874
shares held by trusts created by the will of Mr. Bodeen's father-in-law, LeRoy
A. Lindberg, deceased, and 85,751 shares held by the Estate of Selma Lindberg,
deceased, as to each of which Mr. Bodeen disclaims beneficial ownership.
** Power to vote over 249,874 shares is shared between Bank of America Illinois
and Mr. Bodeen, as co-trustees of trusts created under the will of Mr. Bodeen's
father-in-law, Leroy A. Lindberg, deceased, and over 85,751 shares is shared
between Bank of America Illinois and Mr. Bodeen, as co-executors of the Estate
of Selma Lindberg, deceased.
*** Mr. Bodeen has sole dispositive power over 85,750 shares held for his own
account and 335,625 shares held as, respectively, co-trustee of trusts created
under the will of Mr. Bodeen's father-in-law, LeRoy A. Lindberg, deceased, and
as co-executor of the Estate of Selma Lindberg, deceased.
(c) The reporting persons have effected the following transactions in
the last 60 days:
<TABLE>
<CAPTION>
Amount
Sold or Type of
Date Transferred Price Transaction
-------- ------------- --------- -----------
<S> <C> <C> <C>
06/06/96 1,000 $10.75 Open market sales
by trust
06/10/96 4,800 $10.50 - " -
06/13/96 400 $10.25 - " -
08/09/96 2,500 $ 9.25 - " -
08/13/96 1,700 $ 9.25 - " -
08/21/96 3,900 $ 9.1875 - " -
08/22/96 10,700 $ 9.1875 - " -
08/22/96 22,500 $ 9.25 - " -
</TABLE>
<PAGE> 4
PAGE 4 of 4 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: August 27, 1996 /s/ George H. Bodeen
------------------------
George H. Bodeen
