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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. )
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Commission Only (as permitted
by Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LINDBERG CORPORATION
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Preliminary Copy
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Preliminary Copy
LINDBERG CORPORATION
6133 North River Road
Suite 700
Rosemont, Illinois 60018
Leo G. Thompson
President and
Chief Executive Officer
March 30, 1998
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 24, 1998, 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,
/s/Leo G. Thompson
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Preliminary Copy
LINDBERG CORPORATION
__________
Notice of Annual Meeting of Stockholders
April 24, 1998
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 24, 1998, at 9:00 a.m., Chicago
time, for the following purposes:
1. To elect two Class I directors.
2. To consider and vote upon a proposal to amend the
certificate of incorporation of the Company to
increase the number of authorized shares of common
stock, $2.50 par value, from 12,000,000 to 25,000,000,
reduce the par value of such common stock to $0.01 per
share and create a new class of 1,000,000 shares of
preferred stock, $0.01 par value.
3. To transact such other business as may properly come
before the meeting.
All stockholders of record at the close of business on March 10,
1998, 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 30, 1998
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Preliminary Copy
LINDBERG CORPORATION
6133 North River Road
Suite 700
Rosemont, Illinois 60018
___________
March 30, 1998
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 24, 1998, 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 4,845,481 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 10,
1998, are entitled to vote at the meeting.
THE ELECTION OF DIRECTORS
The board of directors proposes the election of Dr. R. F.
Decker and Mr. R. A. Jean as Class I directors, each of whom is an
incumbent Class I director. It is intended that shares represented
by properly executed proxies will be voted, in the absence of
contrary instructions, for the election of Dr. Decker and Mr. Jean 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.
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The following table sets forth information concerning each
nominee for Class I director and each Class II and Class III
director.
<TABLE>
<CAPTION>
Name, Year
First Elected Principal Occupation for Last
Director and Age Five Years and Public Company Directorships
---------------- -------------------------------------------
<S> <C>
Nominees for term expiring in 1998 (Class I)
Dr. R. F. Decker . President and Chief Executive Officer,
1987--67 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 com-
mercialize Thixomolding(TM) technology and in
which the Company has a minority
investment)(1). Also a director of Wavemat,
Inc. and Special Metals Corporation.
R. A. Jean ....... President since May 1997 and Chief Operating
1995--55 Officer since February 1993, Varlen
Corporation (manufacturer of engineered
products), Executive Vice President from
February 1993 to May 1997 and Group Vice
President from August 1988 to January 1993.
Also a director of Varlen Corporation.
Directors whose term expires in 1999 (Class II)
G. H. Bodeen ..... Chairman of the Board of the Company since
1960--74 December 1980 and Chief Executive Officer
from April 1965 to December 1990.
J. T. Schanck .... Retired; Vice Chairman from September 1986
1975--67 to December 1988 of Illinois Tool Works Inc.
(producer of specialty engineered products
and systems).
Directors whose term expires in 2000 (Class III)
J. W. Puth ....... President, J. W. Puth Associates (industrial
1987--69 consultants) since December 1987; also a
director of L.B. Foster Co., System Software
Associates, Inc., U.S. Freightways
Corporation, Allied Products Corporation,
A.M. Castle & Co. and Brockway Standard
Holdings Corporation.
L. G. Thompson ... President and Chief Executive Officer of the
1987--57 Company since January 1991.
</TABLE>
-------------------
(1) Dr. Decker owns a 37% interest in University Science Partners,
Inc., which owns a 40% equity interest in Thixomat, Inc., in
which the Company owns an 18% interest.
The board of directors recommends that stockholders vote FOR the
election of each of the foregoing nominees for directors.
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Functioning of the Board and Committees
The Company's board of directors has an executive compensation
committee, an audit committee and a finance committee.
Members of the executive compensation committee are J. T.
Schanck, chairman, G. H. Bodeen and R. F. Decker. The committee
reviews the performance of the Company's Chief Executive Officer,
makes recommendations to the full board of directors 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 1997, the
committee met twice.
Members of the audit committee are R. F. Decker, chairman, R. A.
Jean, 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 1997, the committee met twice.
Members of the finance committee are J. W. Puth, chairman, G. H.
Bodeen, R. A. Jean and L. G. Thompson. The committee reviews and
makes recommendations to the full board regarding capital
investments, dividend policy and major financial matters. During
1997, the committee met once.
The board of directors of the Company met on five occasions
during 1997.
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.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
-------------------- ------------
Name and Principal Securities
Position Year Underlying
------------------ ---- Salary Bonus Options
($) ($)(1) (#)(2)
-------------------- -----------
<S> <C> <C> <C> <C>
L. G. Thompson.... 1997 283,344 181,500 25,000
President and 1996 268,764 67,950 24,000
Chief Executive 1995 250,000 159,725 0
Officer
S. S. Penley...... 1997 149,667 48,625 10,000
Senior Vice 1996 144,000 25,500 7,000
President and 1995 135,000 60,375 0
Chief Financial
Officer
M. W. Nelson...... 1997 149,667 55,825 10,000
Senior Group Vice 1996 144,000 48,950 10,000
President 1995 135,000 80,850 0
</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.
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. On January 24, 1997,
the Company granted each of the non-employee directors except Mr.
Jean an option under the plan to purchase an additional 7,500 shares
of the Company's common stock, exercisable in equal installments on
each of the first, second, and third anniversaries of the grant. Mr.
Jean will be eligible to receive a similar grant after he has served
for three years as a director. The board expects to grant Mr. Jean
7,500 options at that time. The exercise price for shares granted
under the plan is their fair market value at the time of grant.
In addition to his consulting fee described in the next
paragraph and the non-employee director fee described in the previous
paragraph, Mr. Bodeen received a fee of $37,500 as Chairman of the
Board in 1997.
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, Mr. Bodeen receives annual compensation of $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.
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Option Grants and Exercises in 1997 and Table of Year-End Option
Values
The Company granted options to its executive officers and some
of its other employees in 1997. The following table sets forth
information concerning individual grants of stock options to the
Company's executive officers during 1997.
OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
Potential Realizable
Value at Annual
Rates of
Percent of Stock Price
Total Options Exercise Appreciation For
Number of Granted to Price Option Term
Options Employees In Per Expiration --------------------
Name Granted(1) Fiscal Year Share(2) Date 0%(3) 5%(4) 10%(4)
- ---- ---------- ------------- -------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
L. G. Thompson 25,000 34.3 $9.00 1/25/07 $0 $141,501 $358,592
S. S. Penley 10,000 13.7 9.00 1/25/07 0 56,601 143,437
M. W. Nelson 10,000 13.7 9.00 1/25/07 0 56,601 143,437
</TABLE>
_________________________________
(1) 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.
(2) Market price of the Company's common stock at the time of grant.
(3) This column is included to show that, as the options have an
exercise price of market price at grant, the optionees will
realize gains only when there is an increase in the stock price
above the exercise price, in which event all stockholders will
benefit commensurately.
(4) The amounts under the columns labeled "5%" and "10%" are
included pursuant to certain rules promulgated by the Securities
and Exchange Commission and are not intended to forecast future
appreciation, if any, in the price of the Company's common stock.
These amounts are based on the assumption that the named
executives hold the options granted for the full term of their
options and that the price of the Company's common stock
appreciates at assumed rates of 5% and 10%, respectively,
compounded annually over the term of the options. The actual
value of the options will vary in accordance with the market price
of the Company's common stock.
The following table sets forth the aggregate gross value
realized of options exercised (market price on date of exercise less
exercise price) by executive officers during the fiscal year ended
December 31, 1997 and year-end value of unexercised options held by
the executive officers on December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at 12/31/97 at 12/31/97
Acquired on Value ---------------------- --------------------
Name Exercise(#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
L. G. Thompson 1,500 $8,625 50,000/48,500 $414,875/323,500
S. S. Penley 15,000 123,750 14,500/17,500 116,531/117,094
M. W. Nelson 4,000 5,000 22,000/21,000 194,063/144,688
</TABLE>
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Executive Officer Employment Agreements
In 1996, the Company entered into employment agreements with L.
G. Thompson and S. S. Penley which provide for the payment of
compensation and benefits in the event of termination following a
change in control of the Company. Each executive whose employment is
terminated following a change in control will receive compensation
pursuant to the agreement only if the termination was by the Company
without cause or by the executive for good reason. Once effective,
the agreements provide, in addition to unpaid ordinary compensation
and benefits, a lump sum cash payment equal to the executive's annual
compensation times 3.0 with respect to L. G. Thompson and 2.5 with
respect to S. S. Penley.
Compensation Committee Interlocks and Insider Participation
The members of the executive compensation committee are J. T.
Schanck, chairman, G. H. Bodeen and R. F. Decker. 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.
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. Set forth below is the report submitted by Messrs. Schanck,
Bodeen and Decker in their capacity as the board's executive
compensation committee.
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 for the Company as a whole. In 1997, in the case of Mr.
Thompson, the successful completion of acquisition projects also
accounted for a portion of his bonus. Business unit earnings
performance criteria accounted for the rest in the case of Mr.
Nelson. 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 1997,
the executive compensation committee awarded cash bonuses to the
executive officers based on earnings performance objectives approved
by the board.
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Preliminary Copy
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.
Mr. Thompson has been Chief Executive Officer since January 1,
1991. His compensation consists of annual base salary, currently at
$300,000, incentive cash awards and stock option grants. For 1997,
the Company awarded Mr. Thompson a cash bonus of $131,500, which was
based entirely on objective performance as measured by actual net
earnings against target net earnings. Mr. Thompson was also awarded
a special bonus of $50,000 related to acquisition projects in 1997.
March 30, 1998
Executive Compensation Committee
J. T. Schanck (Chairman)
G. H. Bodeen
R. F. Decker
Pension and Retirement Plans
The executive officers of the Company 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, 1997, the credited
years of service under the Plan for Messrs. Thompson, Penley and
Nelson were 10, 10 and 14, 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
450,000 75,150 112,725 150,300 187,875 225,450
</TABLE>
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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.
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 $244 million
to $1.8 billion), 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, 1992, 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.
FIVE YEAR CUMULATIVE
TOTAL RETURNS
[PERFORMANCE GRAPH]
Total returns assume dividends reinvested on ex-date.
Fiscal year ending December 31.
<TABLE>
<CAPTION>
12/31/92 12/31/93 12/30/94 12/29/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Lindberg
Corporation $100 $135 $193 $216 $331 $511
Peer Group -
Metal Processers $100 $143 $120 $104 $130 $147
Wilshire Next 1750 $100 $117 $116 $151 $175 $217
</TABLE>
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PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
The Company's board of directors has declared advisable and is
submitting to stockholders for their consideration an amendment to
Article Fourth (the "Amendment") of the Certificate of Incorporation
of the Company which would increase the number of authorized shares
of common stock, $2.50 par value, from 12,000,000 to 25,000,000,
reduce the par value of such common stock to $0.01 per share and
create a new class of 1,000,000 shares of preferred stock, $0.01 par
value, issuable in one or more series as determined by the board of
directors of the Company. If the Amendment is approved by the
affirmative vote of the holders of a majority of the shares of
outstanding common stock of the Company, Article Fourth would read as
follows:
FOURTH. The total number of shares of all
classes of stock which the corporation shall have
authority to issue is 26,000,000, of which
25,000,000 shall be shares of common stock, $0.01
par value, and 1,000,000 of which shall be shares
of preferred stock, $0.01 par value. The
corporation may issue preferred stock from time
to time in one or more series as the board of
directors of the corporation may establish by the
adoption of a resolution or resolutions relating
thereto, each series to have such voting powers,
full or limited, or no voting powers, and such
designations, preferences and relative,
participating, optional or other special rights,
and qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue
of such series adopted by the board of directors
pursuant to the authority granted hereby.
Increase in Authorized Common Stock
The Company currently has authorized 12,000,000 shares of common
stock, of which 4,845,481 shares are issued and outstanding, 827,916
shares are held in the Company's treasury and 435,750 shares are
subject to currently outstanding stock options held by employees and
directors (as of March 10, 1998). If the Amendment is approved, the
approximately 18.9 million shares of common stock not outstanding or
reserved for issuance upon exercise of outstanding options could be
used to raise additional capital for the Company, in acquisitions of
other businesses or properties, to fund employee benefit plans and
for other proper corporate purposes. The Company does not have any
current plans to issue shares of common stock in any such
transactions (other than pursuant to employee and director stock
options), but believes it should have the flexibility to do so
without having to seek further stockholder approval of an amendment
to the Certificate of Incorporation increasing the authorized number
of shares of common stock.
The increase in the number of shares of common stock authorized
by the Amendment could result in substantial dilution of the voting
power of current stockholders of the Company (as could the issuance
of preferred stock described below). The degree of any such dilution
which would occur following the issuance of any additional shares of
common stock would depend upon the number that are actually issued,
which cannot now be determined. Under current rules of the National
Association of Securities Dealers, as long as the Company's common
stock continues to be listed on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the
issuance of in excess of 20% of the outstanding common stock in
connection with the acquisition of stock or assets of another company
would require approval of a majority of the Company's common
stockholders voting on the matter at such time. See also "Certain
Effects" below.
Decrease in Par Value
The Amendment would also decrease the par value of the
authorized shares of common stock of the Company from $2.50 per share
to $0.01 per share.
The reduction in par value will allow the Company to transfer
from stated capital to surplus the difference between the current
aggregate par value of the shares of common stock currently
outstanding and their new par value, approximately $12 million. Such
transfer will have no effect on the cash position or other assets of
the Company, and may enhance the ability of the Company to pay
dividends.
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Preliminary Copy
Delaware law prohibits the issuance of shares of stock (other
than treasury shares) for a consideration less than the par value of
those shares. If the par value is reduced, the Company could issue
shares for a consideration of as little as $0.01 per share. Such
substantially reduced consideration is sometimes used by corporations
in connection with employee stock benefit plans. The Company has no
current intention of so issuing any shares of its common stock. See
also "Certain Effects" below.
The reduction in par value of the Company's common stock would
not change the number of issued and outstanding shares, nor would it
affect the book value or earnings per share. The stockholders would
continue to own the same number of shares as they currently own.
Each outstanding share with a par value of $2.50 would be deemed to
represent a new share with a par value of $0.01. Stockholders should
NOT return existing stock certificates for replacement certificates.
If certificates for shares of common stock are issued by the Company
in the future, those new certificates will reflect the reduced par
value.
Authorization of Preferred Stock
The Company's certificate of incorporation does not currently
authorize the issuance of any shares of preferred stock. The board
of directors believes that a class of preferred stock will add
flexibility to the Company's capital structure by allowing the
Company to issue preferred stock for such purposes as the public or
private sale of preferred stock for cash as a means of obtaining
additional capital for use in the Company's business and operations,
and issuance of preferred stock as part or all of the consideration
required to be paid by the Company for acquisitions of other
businesses or properties. If the Amendment is approved, the board of
directors will be empowered to authorize the issuance of the
preferred stock from time to time for any proper corporate purpose
without the delay and expense of seeking stockholder approval, unless
required by applicable laws or regulations or NASDAQ rules. The
Company does not currently have any agreements, understandings or
arrangements which could result in the issuance of any shares of
preferred stock.
The Amendment would authorize the board of directors to
determine, among other things, with respect to each series of
preferred stock that may be issued: (a) the distinctive designation
and number of shares constituting such series (not to exceed
1,000,000 shares in total for all series); (b) whether, and upon what
terms and conditions, the shares of that series would be redeemable;
(c) whether dividends would be cumulative, non-cumulative, or
partially cumulative; (d) whether the shares will have preference
over any other class, classes or series of shares as to the payment
of dividends; (e) whether the shares will have preference in the
distribution of assets of the Company over any other class, classes
or series of shares upon the voluntary or involuntary liquidation of
the Company; (f) whether, and upon what terms and conditions, the
shares of that series would be exchangeable; (g) whether, and upon
what terms and conditions, the shares of that series would be
convertible into shares of any other class or series, and (h) whether
the holders of such securities would have voting rights and the
extent of those voting rights. Each series of preferred stock could
rank senior to the Company's common stock with respect to dividends
and redemption and liquidation rights, as determined by the board at
the time of issuance. Holders of the Company's common stock have no
preemptive right to purchase or otherwise acquire any preferred stock
(or common stock) that may be issued in the future.
It is not possible to state the precise effects of the
authorization of the preferred stock upon the rights of holders of
common stock until the board of directors determines the respective
preferences, limitations and relative rights of the holders of one or
more series of the preferred stock. However, such effects might
include: (a) reduction of the amount otherwise available for payment
of dividends on common stock, to the extent dividends are payable on
any issued shares of preferred stock, and restrictions on dividends
on common stock if dividends on the preferred stock are in arrears;
(b) dilution of the voting power of the common stock to the extent
that the preferred stock has voting rights, and (c) the holders of
common stock not being entitled to share in the Company's assets upon
liquidation until satisfaction of any liquidation preference granted
to the preferred stock.
Certain Effects
The Amendment is not being proposed by the board of directors to
serve as an anti-takeover device, although it may have certain
defensive effects. Issuances of authorized shares of common and
preferred stock can be implemented in a manner to make acquisition of
a company more difficult or more costly. Such issuances could
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<PAGE> 15
Preliminary Copy
discourage or limit participation of the Company's stockholders in
certain types of transactions that might be proposed (such as a
tender offer), whether or not such transactions were favored by a
majority of stockholders, and could enhance the ability of officers
and directors to retain their positions. The board of directors is
not aware of any efforts to acquire control of the Company in an
unnegotiated manner.
The Company's Shareholder Rights Plan (the "Plan"), adopted by
the board of directors in December 1996, provides in part that if any
person or group becomes an Acquiring Person (as defined in the Plan,
and, generally, any party acquiring 20% or more of the Company's
common stock), then each holder of a right ("Right"), other than
Rights held by an Acquiring Person, which would become void, shall
have the right to receive, upon exercise of a Right and payment of
the applicable purchase price, either (i) a number of shares of
common stock of the Company having a market value equal to two times
the purchase price of $40 per whole share or (ii) if the number of
shares of common stock that would otherwise be issuable pursuant to
the foregoing clause (i) upon exercise of all exercisable Rights then
outstanding is greater than the number of shares then available to be
so purchased from the Company, a proportionate number of the shares
of common stock that are so available at a purchase price of the par
value per share. That par value is currently $2.50 per share, and
is proposed to be reduced by the Amendment to $0.01 per share. The
increase in authorized common stock would increase the dilution which
an Acquiring Person would suffer upon exercise of Rights if it caused
the foregoing clause (i) to apply, and the reduction in par value
would decrease the economic value of an Acquiring Person's shares of
common stock upon exercise of Rights if the foregoing clause (ii)
were applicable.
In addition to the Amendment and the Plan, the Company's
Certificate of Incorporation and By-laws also contain other
provisions which may discourage parties interested in acquiring
control of the Company in an unnegotiated manner. These include a
classified board of directors (whereby approximately one-third of the
Company's directors are elected annually for three year terms) and
the requirement of the affirmative vote of the holders of two-thirds
of the Company's voting securities to approve (i) certain mergers and
other major corporate transactions with holders of 10% or more of the
Company's voting securities unless approved by the board of directors
prior to such 10% or greater ownership or by sufficient members by
the board of directors who were directors prior to such ownership to
constitute a majority of the total number of directorships (including
vacancies), (ii) liquidation or dissolution of the Company, and (iii)
amendments to these and certain other provisions in the Company's
Certificate of Incorporation. There are also notice requirements for
stockholders to nominate directors or present proposals at meetings
of stockholders, as described below under "Other Business."
VOTE REQUIRED AND BOARD RECOMMENDATION
The affirmative vote of the holders of a majority of the issued
and outstanding shares of common stock is required to approve the
Amendment. Broker and other non-votes and abstentions will have the
effect of votes against approval of the Amendment.
The board of directors recommends a vote FOR approval of the
Amendment.
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Preliminary Copy
STOCK OWNERSHIP
The following table sets forth information as of March 10, 1998
(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
Ira Sochet..................... 799,200(2) 16.5
9350 S. Dixie Highway
Suite 1260
Miami, Florida 33156
Nancy L. Bodeen................ 455,976(3) 9.4
1180 Whitebridge Hill
Winnetka, Illinois 60093
The Killen Group, Inc.......... 408,132(4) 8.4
1199 Lancaster Avenue
Berwyn, Pennsylvania 19312
Dimensional Fund Advisors Inc.. 343,500(5) 7.1
1299 Ocean Ave., 11th Floor
Santa Monica, California 90401
Ronald E. and Susan L. Byrd.... 294,649(6) 6.1
24 Marsh Point Road
Amelia Island, Florida 32034
Directors and Executive Officers
G. H. Bodeen................... 212,164(7)(8) 4.4
R. F. Decker................... 13,000(8) (9)
R. A. Jean..................... 6,500(8) (9)
J. W. Puth..................... 12,500(8) (9)
J. T. Schanck.................. 12,500(8) (9)
L. G. Thompson................. 138,750(8) 2.8
S. S. Penley................... 36,615(8) (9)
M. W. Nelson................... 35,700(8) (9)
All directors and executive officers as a group
(8 persons).................. 467,729(10) 9.4
</TABLE>
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<PAGE> 17
Preliminary Copy
____________________
(1) Sole voting and dispositive power, except as otherwise indicated.
(2) Based on report of ownership on amendment to Schedule 13D, dated
February 10, 1998, filed with the Securities and Exchange
Commission reporting ownership as of January 23, 1998.
(3) Includes 417,176 shares with respect to which N. L. Bodeen has
sole voting and sole dispositive power and 38,800 shares held by a
family charitable foundation with respect to which shares she has
shared voting and shared dispositive power in her capacity as co-
trustee with her husband, G. H. Bodeen. Excludes 47,634 shares
held by a trust created under the will of L. A. Lindberg of which
trust N. L. Bodeen is the beneficiary but with respect to which
shares N. L. Bodeen has no voting or dispositive power and
disclaims beneficial ownership.
(4) Based on a report of ownership on Schedule 13G, dated February
17, 1998, filed with the Securities and Exchange Commission
reporting ownership as of December 31, 1997. The Killen Group,
Inc. has sole power to vote 83,904 shares.
(5) Based on a report of ownership on an amendment to Schedule 13G,
dated February 9, 1998, filed with the Securities and Exchange
Commission reporting ownership as of December 31, 1997.
Dimensional Fund Advisors Inc. (_Dimensional_), a registered
investment advisor, is deemed to have beneficial ownership of
343,500 shares as of December 31, 1997, all of which shares are
held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA
Group Trust, and DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans, all of which
Dimensional serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
(6) R. E. Byrd and S. L. Byrd, husband and wife, share voting and
dispositive power with respect 294,649 shares. Excludes 33,480
shares held by a trust created under the will of L. A. Lindberg of
which trust S. L. Byrd, the sister of N. L. Bodeen, is the
beneficiary but with respect to which shares S. L. Byrd has no
voting or dispositive power and disclaims beneficial ownership.
(7) G. H. Bodeen has sole voting and sole dispositive power over
92,250 shares which includes 75,750 shares he owns directly,
11,500 shares subject to currently exercisable options, and 5,000
shares held by his personal retirement trust of which he is co-
trustee and co-beneficiary. In addition, Mr. Bodeen has shared
voting and sole dispositive power as to 81,114 shares in his
capacity as co-trustee of trusts created under the will of L. A.
Lindberg, and Mr. Bodeen also has shared voting and shared
dispositive power with respect to 38,800 shares in his capacity as
co-trustee with his wife, N. L. Bodeen, of a family charitable
foundation.
(8) Includes shares subject to stock options which are currently
exercisable or become exercisable within 60 days of March 10,
1998, as follows: G. H. Bodeen, J. W. Puth, and J. T. Schanck,
11,500 shares each; R. F. Decker, 8,500 shares; R. A. Jean, 6,000
shares; L. G. Thompson, 62,250 shares; S. S. Penley, 19,500
shares; and M. W. Nelson, 28,500 shares.
(9) Less than 1% of the outstanding shares of the Company.
(10) Includes 82,714 shares with shared voting power, and 159,250
shares subject to stock options which are currently exercisable or
become exercisable within 60 days of March 10, 1998.
FINANCIAL STATEMENTS
Stockholders are referred to the annual report for the fiscal
year ended December 31, 1997, 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.
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<PAGE> 18
Preliminary Copy
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, including
nominations for director, 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
1999 must be received at the principal executive office of the
Company no later than November 29, 1998.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
During 1997, 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 1998.
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 rea-
sonable 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
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<PAGE> 19
Preliminary Copy
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 24, 1998, 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 and FOR Proposal 2.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE> 20
Preliminary Copy
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 below and FOR Proposal 2.
<TABLE>
<S> <C> <C> <C>
For All Except
the nominee
For Withhold whose name
1. ELECTION OF DIRECTORS _ All All appears below.
Nominees: R.F. Decker and R.A. Jean [oval] [oval] [oval]
---------------
2. AMENDMENT TO THE CERTIFICATE For Against Abstain
OF INCORPORATION [oval] [oval] [oval]
3. 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: _________________, 1998
Signature(s)--------------------
--------------------------------
</TABLE>
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
