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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
LINDBERG CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
5351 71 102
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(CUSIP Number)
Ira Sochet
9350 S. Dixie Highway, Suite 1260
Miami, Florida 33156
(305) 670-1888
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 6, 1996
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(Date of Event which Required 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 this 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.)
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CUSIP NO. 5351 71 102
1. Name of Reporting Person S.S. or I.R.S. Identification No. of
Above Person Ira Sochet .
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2. Check the Appropriate Box if a Member of a Group
(a) (b) .
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3. SEC Use Only .
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4. Source of Funds PF, OO .
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E) .
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6. Citizenship or Place of Organization United States .
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Number of 7. Sole Voting Power 437,600 .
Shares -----------------------
Beneficially
Owned by Each 8. Shared Voting Power -0- .
Reporting ---------------------
Person With
9. Sole Dispositive Power 437,600 .
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10. Shared Dispositive Power -0- .
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
437,600 .
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares .
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13. Percent of Class Represented by Amount in Row (11) 9.2% .
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14. Type of Reporting Person IN .
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This amendment to Schedule 13D (the "Amendment") is filed as the first
amendment to the Statement on Schedule 13D, dated April 9, 1996 (the "Schedule
13D"), filed on behalf of Ira Sochet (the "Reporting Person"), relating to the
common stock of Lindberg Corporation, a Delaware corporation. This Amendment
reflects material changes in the Schedule 13D, such material changes being more
fully reflected in Item 5 below.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock (the "Common Stock"), of
Lindberg Corporation, a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are located at 6133 North River Road, Suite 700,
Rosemont, Illinois 60018.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Ira Sochet.
(b) 9350 S. Dixie Highway, Suite 1260, Miami, Florida 33156.
(c) The Reporting Person is the President and sole shareholder of
Sochet & Company, Inc., a registered broker/dealer located at 9350 S. Dixie
Highway, Suite 1260, Miami, Florida 33156.
(d) The Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) in the last 5
years.
(e) During the last 5 years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
(f) United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement relates to the beneficial ownership of the Reporting
Person of 437,600 shares of Common Stock. The aggregate purchase price of the
Common Stock beneficially owned by the Reporting Person was approximately $3.9
million, including commissions. The source of funds for acquiring the
foregoing shares of Common Stock was the Reporting Person's personal funds and
borrowings pursuant to a margin account maintained by the Reporting Person at
Bear Stearns & Co., Inc. A copy of the standard form of Customer Agreement
relating to the borrowings of the Reporting Person is attached hereto as
Exhibit A.
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ITEM 4. PURPOSE OF TRANSACTION.
This Statement reports the beneficial ownership by the Reporting
Person of over 5 percent of the Issuer's outstanding Common Stock. The purpose
of the Reporting Person's acquisition of Common Stock was to acquire a
significant equity interest in the Issuer as an investment. The Reporting
Person believes that the Common Stock is significantly undervalued. The Common
Stock is selling at an enterprise valuation of 3.7, which is approximately 50%
of the average enterprise valuation for the Issuer's peer group. The Reporting
Person had an amicable meeting with the Issuer's management at which time he
informally suggested several alternatives that the Reporting Person believes
could increase shareholder value. To date, the Issuer's management has not
acted on such suggestions.
The Reporting Person intends to review his investment in the Common
Stock on a regular basis and, depending upon changes in his analysis of the
Issuer, general economic and market conditions, investment opportunities and
other factors, including applicable legal constraints, the Reporting Person may
at any time determine to increase or decrease the amounts of his investment in
Common Stock. The Reporting Person reserves the right to acquire additional
Common Stock or to dispose of some or all of the Common Stock beneficially
owned by him either in the open market, in privately negotiated transactions or
otherwise, or to take such other action or actions with respect to the Common
Stock as he deems advisable. The determination of the Reporting Person to seek
to acquire additional shares of Common Stock will depend on various factors
including, but not limited to, the availability of additional Common Stock for
purchase at what he considers to be reasonable prices, the terms and conditions
available for such purchases and other investment opportunities.
Except as described above, the Reporting Person has no plans or
proposals that would result in any actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on August 23, 1996, the Reporting
Person beneficially owned an aggregate of 437,600 shares of Common Stock, which
constituted approximately 9.2 percent of the 4,759,391 shares of Common Stock
outstanding on August 9, 1996, as reported in the Issuer's Current Report on
Form 10-Q for the quarter ended June 30, 1996.
(b) The Reporting Person has the sole power to vote or direct the
vote, and the sole power to dispose or to direct the disposition of, all the
shares of Common Stock beneficially owned by him.
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(c) The following table sets forth all transactions in Common
Stock effected by the Reporting Person during the past 60 days. All of such
transactions were open market purchases effected through brokers.
<TABLE>
<CAPTION>
APPROXIMATE PRICE
NUMBER OF PER SHARE
DATE SHARES PURCHASED (EXCLUDING COMMISSIONS)
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<S> <C> <C>
07/12/96 4,000 $9 13/16
07/15/96 5,000 $9 1/2
07/19/96 5,000 $9 1/4
07/24/96 5,000 $8 3/4
07/25/96 7,600 $9
07/31/96 3,500 $9
08/06/96 2,500 $9
08/08/96 2,000 $9
08/21/96 50,000 $9 1/16
08/22/96 50,000 $9 3/16
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Customer Agreement relating to the Reporting Person's
margin account described in Item 3, the Reporting Person has no contracts,
arrangements, or understandings with any person with respect to any securities
of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
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<CAPTION>
Sequential
Page Number
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Exhibit A Form of Bear Stearns & Co., 6
Inc. Customer Agreement
</TABLE>
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.
August 26, 1996
/s/ IRA SOCHET
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Ira Sochet
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EXHIBIT A
BEAR STEARNS BEAR, STEARNS & CO. INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 272-2000
ATLANTA - BOSTON
CHICAGO - DALLAS - LOS ANGELES
NEW YORK - SAN FRANCISCO
AMSTERDAM - CANADA - HONG KONG
LONDON - PARIS - TOKYO
CUSTOMER AGREEMENT
PLEASE READ CAREFULLY, SIGN AND RETURN
This agreement ("Agreement") sets forth the terms and conditions under
which Bear, Stearns & Co. Inc., its successors and assigns ("Bear Sterns"),
will maintain your account for purchases and sales of securities and other
property. If your account is a csh account and you have fully paid for all
securities therein, the provisions of paragraphs 16 and 18 shall not bind you
unless you enter into a margin transaction.
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1. APPLICABLE LAW AND REGULATIONS. All transactions in your account
shall be subject to all applicable law and the rules and regulations of all
federal, state and self-regulatory agencies, including, but not limited to, the
Board of Governors of the Federal Reserve System and the constitution, rule and
customs of the exchange or market (and clearing house) where executed.
2. SECURITY INTEREST AND LIEN. As security for the payment of all of
your obligations and liabilities to Bear Stearns, Bear Sterns shall have a
continuing security interest in all property in your accounts or otherwise held
by Bear Stearns or its affiliates, including, but not limited to, securities,
commodity futures contracts, commercial paper, monies and any after-acquired
property. In addition, in order to satisfy any of your outstanding liabilities
or obligations, Bear Stearns may, at any time and without prior notice to you,
use, apply or transfer any or all securities or other property interchangeably
in any accounts in which you have an interest. In the event of a breach or
default under this Agreement, Bear Stearns shall have all rights and remedies
available to a secured creditor under any applicable law in addition to the
rights and remedies provided herein.
3. DEPOSITS ON CASH TRANSACTIONS. Whenever Bear Stearns, in its sole
discretion, considers it necessary for its protection, it may require you to
deposit cash or collateral immediately in your account prior to any applicable
settlement date in order to assure due performance of your open contractual
commitments.
4. BREACH, BANKRUPTCY AND DEFAULT. Any breach of this Agreement or
the filing of a petition or other proceeding in bankruptcy, insolvency, or for
the appointment of a receiver by or against you, the levy of an attachment
against your accounts with Bear Stearns, or your death, mental incompetence or
dissolution, or any other grounds for insecurity, as determined by Bear Stearns
in its sole discretion, shall constitute, at Bear Stearns' election, a default
by you under all agreements Bear Stearns may then have with you, whether
heretofore or hereafter entered into. In the event of default, Bear Stearns
reserves the right to sell, without prior notice to you, any and all property
in your accounts with it (either individually or jointly with others), to buy
any or all property which may be short in such accounts, to cancel all
outstanding transactions and/or to purchase or sell other securities or
property in such accounts to offset market risk, and to offset any indebtedness
in such accounts against any other accounts you may have (either individually
or jointly with others), after which you shall be liable to Bear Stearns for
any remaining deficiency, loss, costs or expenses sustained by Bear Stearns in
connection therewith. Such purchases and/or sales may be effected publicly or
privately without notice or advertisement in such manner as Bear Stearns may in
its sole discretion determine. At any such sale or purchase, Bear Stearns may
purchase or sell the property free of any right of redemption. In addition,
Bear Stearns shall have the right to set off and apply against any indebtedness
in your accounts, whether matured or unmatured, any amount owing from Bear
Stearns to you.
5. FEES AND CHARGES. You understand that Bear Stearns may charge
commissions and other fees for execution, custody or any other service relating
to transactions to purchase or sell securities or other property, and you agree
to pay such commissions and fees at Bear Stearns' then prevailing rates. You
understand further that such commissions and fees may be changed from time to
time without notice, and you agree to be bound thereby.
6. TRANSACTIONS REPORTS AND ACCOUNT STATEMENTS. Reports of the
execution of orders and statements of your account shall be conclusive if not
objected to in writing within five days, in the case of reports of execution,
and ten days, in the case of account statements, after such documents have been
transmitted to you by the mail or otherwise.
7. TRUTH-IN-LENDING. You hereby acknowledge receipt of Bear Stearns'
Truth-in-Lending disclosure statement. You understand that interest will be
charged on any debit balances in accordance with the methods described in such
statement or in any amendment or revision thereto which may be provided to you.
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8. CLEARANCE ACCOUNTS. If Bear Stearns carries your account as
clearing agent for your broker, then, unless Bear Stearns receives from you
prior written notice to the contrary, Bear Stearns shall accept from such
other broker, without any inquiry or investigation: (a) orders for the
purchase or sale of securities and other property in your account on margin
or otherwise and (b) any other instructions concerning your account or the
property therein. You understand and agree that Bear Stearns shall have no
responsibility or liability to you for any acts or omissions of such other
broker, its officers, employees or agents. You agree that your broker is a
third-party beneficiary of this Agreement, and that the terms and
conditions hereof, including the arbitration provision, shall be applicable
to all matters between or among any of you, your broker or Bear Stearns.
9. COSTS OF COLLECTION. You hereby authorize Bear Stearns to charge you
for any reasonable direct or indirect costs of collection, including, but
not limited to, attorneys' fees, court costs and other expenses.
10. IMPARTIAL LOTTERY ALLOCATION. You agree that, in the event Bear
Stearns holds on your behalf bonds or preferred stocks in street or
bearer form which are callable in part, you will participate in the
impartial lottery allocation system of the called securities in accordance
with the rules of the New York Stock Exchange, Inc. or any other
appropriate self-regulatory organization. When any such call is
favorable, no allocation will be made to any account in which Bear Stearns
has actual knowledge that its officers, directors or employees have any
financial interest until all other customers are satisfied on an impartial
lottery basis.
11. WAIVER, ASSIGNMENT AND NOTICES. Neither Bear Stearns' failure to
insist at any time upon strict compliance with this Agreement or with any
of the terms hereof nor any continued course of such conduct on its part
shall constitute or be considered a waiver by Bear Stearns of any of its
rights or privileges hereunder. You may not assign your rights and
obligations hereunder without obtaining the prior written consent of an
authorized representative of Bear Stearns. Notices or other
communications, including margin calls, delivered or mailed to the address
given below, shall, until Bear Stearns has received notice in writing of
a different address, be deemed to have been personally delivered to you.
12. FREE CREDIT BALANCES. You hereby direct Bear Stearns to use any
free credit balance awaiting investment or reinvestment in your account in
accordance with all applicable rules and regulations and to pay interest
thereon at such rate or rates as are established from time to time by Bear
Stearns for such accounts and for the amounts of cash so used.
13. RESTRICTIONS ON ACCOUNT. You understand that Bear Stearns, in its
sole discretion, may restrict or prohibit trading of securities or other
property in your accounts.
14. CREDIT INFORMATION AND INVESTIGATION. You authorize Bear
Stearns, in its discretion, to obtain reports concerning your credit
standing and business conduct. You may make a written request within a
reasonable period of time for a description of the nature and scope of the
reports obtained by Bear Stearns.
15. SHORT AND LONG SALES. In placing any sell order for a short
account, you will designate the order as such and hereby authorize Bear
Stearns to mark the order as being "short." In placing any sell order for
a long account, you will designate the order as such and hereby authorize
Bear Stearns to mark the order as being "long." The designation of a sell
order as being for a long account shall constitute a representation that
you own the security with respect to which the order has been placed,
that such security may be sold without restriction in the open market and
that, if Bear Stearns does not have the security in its possession at
the time you place the order, you shall deliver the security by settlement
date in good deliverable form or pay to Bear Stearns any losses or
expenses incurred as a result of your failure to make delivery.
16. MARGIN ACCOUNTS. You hereby agree to maintain such margin in
your margin accounts as Bear Stearns may in its sole discretion require,
and you agree to pay forthwith on demand any debt balance owing
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with respect to any of your margin accounts. Upon your failure to pay, or at
any time Bear Stearns, in its discretion, deems necessary for its protection,
whether with or without prior demand, call or notice, Bear Stearns shall be
entitled to exercise all rights and remedies provided in paragraphs 2 and 4
above. No demands, calls, tenders or notices that Bear Stearns may make or
give in any one or more instances shall invalidate your waiver with respect
thereto. Unless you advise us to the contrary, you represent that you are
not an affiliate (as defined in Rule 144(a)(1) under the Securities Act of
1933) of the issuer of any security held in your account.
17. DEBIT BALANCES. You will be charged interest on debit balances in
your account which, if not paid at the close of an interest period, will be
added to the opening balance for the next interest period. Please consult the
Truth-In-Lending disclosure statement for an outline of Bear Stearns' margin
policies.
18. CONSENT TO LOAN OR PLEDGE OF SECURITIES. Within the limits of
applicable law and regulations, you hereby authorize Bear Stearns to lend
either to itself or to others any securities held by Bear Stearns in your
account, together with all attendant rights of ownership, and to use all such
property as collateral for its general loans. Any such property, together with
all attendant rights of ownership, may be pledged, repledged, hypothecated or
rehypothecated either separately or in common with other such property for any
amounts due to Bear Stearns thereon or for a greater sum, and Bear Stearns shall
have no obligation to retain a like amount of similar property in its
possession and control.
19. LEGALLY BINDING. You hereby agree that this Agreement and all the
terms hereof shall be binding upon you and your estate, heirs, executors,
administrators, personal representatives, successors and assigns.
20. AMENDMENT; ENTIRE AGREEMENT. You agree that Bear Stearns may
modify the terms of this Agreement at any time upon prior written notice. By
continuing to accept services from Bear Stearns, you will have indicated your
acceptance of any such modifications. If you do not accept such modifications,
you must notify Bear Stearns in writing; your account may then be terminated by
Bear Stearns, after which you will remain liable to Bear Stearns for all
remaining liabilities or obligations. Otherwise, this Agreement may not be
waived or modified absent a written instrument signed by an authorized
representative of Bear Stearns. Except as set forth above, this Agreement
represents the entire agreement and understanding between you and Bear Stearns
concerning the subject matter hereof.
21. NEW YORK LAW TO GOVERN. THIS AGREEMENT SHALL BE DEEMED TO HAVE
BEEN MADE IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED, AND THE RIGHTS AND
LIABILITIES OF THE PARTIES DETERMINED, IN ACCORDANCE WITH THE LAW OF THE STATE
OF NEW YORK.
22. ARBITRATION
- ARBITRATION IS FINAL AND BINDING ON THE PARTIES
- THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES
IN COURT, INCLUDING THE RIGHT TO JURY TRIAL.
- PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED
THAN AND DIFFERENT FROM COURT PROCEEDINGS.
- THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S
RIGHT TO APPEAL OR TO SEEK
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MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
- THE PANEL OR ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES
INDUSTRY.
YOU AGREE, AND BY MAINTAINING AN ACCOUNT FOR YOU BEAR STEARNS AGREES, THAT
CONTROVERSIES ARISING BETWEEN YOU AND BEAR STEARNS CONCERNING YOUR ACCOUNTS OR
THIS OR ANY OTHER AGREEMENT BETWEEN YOU AND BEAR STEARNS, WHETHER ENTERED INTO
PRIOR TO, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY
ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE HELD UNDER THE RULES
AND AUSPICES OF THE NEW YORK STOCK EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE,
INC., OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. YOU MAY ELECT ONE
OF THE FOREGOING FORUMS FOR ARBITRATION, BUT IF YOU FAIL TO MAKE SUCH ELECTION
BY REGISTERED MAIL OR TELEGRAM ADDRESSED TO BEAR, STEARNS & CO. INC., 245 PARK
AVENUE, NEW YORK, NEW YORK 10167, ATTENTION: GENERAL COUNSEL, LEGAL DEPARTMENT
(OR ANY OTHER ADDRESS OF WHICH YOU ARE ADVISED IN WRITING), BEFORE THE
EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM BEAR STEARNS TO
MAKE SUCH ELECTION, THEN BEAR STEARNS MAY MAKE SUCH ELECTION, FOR ANY
ARBITRATION SOLELY BETWEEN YOU AND A BROKER FOR WHICH BEAR STEARNS ACTS AS
CLEARING AGENT, SUCH ELECTION SHALL BE MADE BY REGISTERED MAIL TO SUCH BROKER
AT ITS PRINCIPAL PLACE OF BUSINESS. THE AWARD OF THE ARBITRATORS, OR OF THE
MAJORITY OF THEM, SHALL BE FINAL AND JUDGMENT UPON THE AWARD RENDERED MAY BE
ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION.
23. SEVERABILITY. If any provision herein is or should become inconsistent
with any present or future law, rule or regulation of any sovereign government
or regulatory body having jurisdiction over the subject matter of this
Agreement, such provisions shall be deemed to be rescinded or modified in
accordance with any such law, rule or regulation. In all other respects, this
Agreement shall continue to remain in full force and effect.
24. CAPACITY TO CONTRACT; CUSTOMER AFFILIATION. You represent that you are
of legal age and that, unless you have notified Bear Stearns to the contrary,
neither you nor any member of your immediate family is an employee or any
exchange or member thereof, the National Association of Securities Dealers,
Inc., or a member thereof, or any corporation, firm or individual engaged in
the business of dealing, as broker or principal, in securities, options or
futures, or of any bank, trust company or insurance company.
25. EXTRAORDINARY EVENTS. Bear Stearns shall not be liable for losses
caused directly or indirectly by government restrictions, exchange or market
rulings, suspension of trading, war, strikes or other conditions beyond its
control.
26. HEADINGS. The headings of the provisions hereof are for descriptive
purposes only and shall not modify or qualify any of the rights or obligations
set forth in each such provision.
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<TABLE>
<CAPTION>
If this is a Joint Account, both parties must sign. Persons signing on behalf of others should indicate the titles or capacities in
which they are signing.
BY SIGNING THIS AGREEMENT YOU ACKNOWLEDGE THAT:
1. THE SECURITIES IN YOUR MARGIN ACCOUNT AND ANY SECURITIES FOR WHICH YOU HAVE NOT FULLY PAID, TOGETHER WITH ALL ATTENDANT
OWNERSHIP RIGHTS, MAY BE LOANED TO BEAR STEARNS OR LOANED OUT TO OTHERS; AND
2. YOU HAVE RECEIVED A COPY OF THIS AGREEMENT.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE ON THIS PAGE AT PARAGRAPH 22.
<S> <C>
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(Typed or Printed Name)
X
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(Signature) (Mailing Address)
Account No.
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(Typed or Printed Name)
X Date:
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(Signature)
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