<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
Commission 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)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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<PAGE> 2
[ ] 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:
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(4) Date filed:
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<PAGE> 3
LINDBERG CORPORATION
6133 North River Road
Suite 700
Rosemont, Illinois 60018
Leo G. Thompson
President and
Chief Executive Officer
March 25, 1999
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
Tuesday, April 27, 1999, 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
<PAGE> 4
LINDBERG CORPORATION
__________
Notice of Annual Meeting of Stockholders
April 27, 1999
The annual meeting of stockholders of Lindberg Corporation will be
held in the Auditorium at Riverway, 6133 North River Road, Rosemont,
Illinois on Tuesday, April 27, 1999, at 9:00 a.m., Chicago time, for the
following purposes:
1. To elect two Class II directors and one Class III director.
2. To transact such other business as may properly come
before the meeting.
All stockholders of record at the close of business on March 10,
1999 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, 1999
<PAGE> 5
LINDBERG CORPORATION
6133 North River Road
Suite 700
Rosemont, Illinois 60018
___________
March 25, 1999
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 27, 1999, 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
5,890,386 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, 1999 are entitled to
vote at the meeting.
THE ELECTION OF DIRECTORS
The board of directors proposes the election of Messrs. G. H.
Bodeen and J. T. Schanck as Class II directors, each of whom is an
incumbent Class II director, and the election of Mr. W. R. Reum as a
Class III director to fill the vacancy created by the retirement of Mr.
J. W. Puth. 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 Class II directors and the
election of Mr. Reum as a Class III director. 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> 6
The following table sets forth information concerning the two
nominees for Class II director, the nominee for Class III director, and
each Class III and Class I director whose term will continue.
<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 1999 (Class II)
G. H. Bodeen ..... Chairman of the Board of the Company since
1960-75 December 1980 and Chief Executive Officer
from April 1965 to December 1990.
J. T. Schanck .... Retired; Vice Chairman, from September 1986
1975-68 to December 1988, of Illinois Tool Works
Inc. (producer of specialty engineered
products and systems).
Nominee for term expiring in 2000 (Class III)
W. R. Reum ....... Former Chairman, from April 1991 to February
56 1999, and Chief Executive Officer, from
January 1991 to February 1999, of The
Interlake Corporation (designer, manufacturer
and distributor of automotive, aerospace and
material handling products). Also a director
of AMSTED Industries Incorporated.
Director whose term expires in 2000 (Class III)
L. G. Thompson ... President and Chief Executive Officer of the
1987-58 Company since January 1991.
Directors whose term expires in 2001 (Class I)
Dr. R. F. Decker . Chairman since December 1988 of Thixomat,
1987-68 Inc. (a general partnership formed to
promote and commercialize Thixomolding (TM)
technology and in which the Company has a
minority investment)(1). Chairman from
December 1988 to December 1998 of University
Science Partners, Inc. (a now dissolved
general partnership that funded, developed
and commercialized university and national
laboratory technology). Also a director of
Special Metals Corporation.
R. A. Jean ....... President since May 1997 and Chief Executive
1995-56 Officer since February 1999 of Varlen
Corporation (manufacturer of engineered
products); Chief Operating Officer from
February 1993 to January 1999 and Executive
Vice President from February 1993 to May
1997. Also a director of Varlen
Corporation.
</TABLE>
- --------------------
(1) Dr. Decker and the Company each own a 17% interest in Thixomat,
Inc.
The board of directors recommends that stockholders vote FOR the
election of each of the foregoing nominees for directors. ---
-2-
<PAGE> 7
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 1998, 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
(i) audit procedures and the scope of examination by the Company's
independent public accountants, (ii) results of the annual audit by the
Company's independent public accountants, and (iii) internal audit
procedures, and to recommend to the full board annually the independent
public accountants. During 1998, the committee met once.
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 1998, the committee
did not meet.
The board of directors of the Company met on six occasions during
1998.
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> 8
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Securities
Name and Principal Underlying
Position Year Salary Bonus Options
- ------------------ ---- ($) ($)(1) (#)(2)
-------------------- ------------
<S> <C> <C> <C> <C>
L. G. Thompson.... 1998 300,000 300,000 60,000
President and 1997 283,344 181,500 25,000
Chief Executive 1996 268,764 67,950 24,000
Officer
S. S. Penley...... 1998 155,000 133,500 27,000
Senior Vice 1997 149,667 48,625 10,000
President and 1996 144,000 25,500 7,000
Chief Financial
Officer
M. W. Nelson...... 1998 155,000 70,950 13,500
Senior Group Vice 1997 149,667 55,825 10,000
President 1996 144,000 48,950 10,000
P. J. McCarren.... 1998 135,000 67,500 9,000
Group Vice 1997 115,167 38,975 2,000
President 1996 107,000 33,050 2,500
</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, options
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 25, 1997, the Company granted each of the
non-employee directors except Mr. Jean options 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 was granted 7,500 options on
October 29, 1998. 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 1998.
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.
-4-
<PAGE> 9
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.
Option Grants and Exercises in 1998 and Table of Year-End Option Values
The Company granted options to its executive officers and some of
its other employees in 1998. The following table sets forth information
concerning individual grants of stock options to the Company's executive
officers during 1998.
OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
Potential Realizable
Value at Annual
Percent of Rates of
Total Options Exercise Stock Price
Number of Granted to Price Appreciation For
Options Employees In Per Expiration Option Term
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 30,000 16.5% $13.000 01/31/08 $0 $245,269 $621,560
30,000 16.5% 12.625 10/29/08 0 238,194 603,630
S. S. Penley 15,000 8.2% 13.000 01/31/08 0 122,634 310,780
12,000 6.6% 12.625 10/29/08 0 95,278 241,452
M. W. Nelson 6,000 3.3% 13.000 01/31/08 0 49,054 124,312
7,500 4.1% 12.625 10/29/08 0 59,548 150,907
P. J. McCarren 5,000 2.7% 13.000 01/31/08 0 40,878 103,593
4,000 2.2% 12.625 10/29/08 0 31,759 80,484
</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 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.
-5-
<PAGE> 10
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,
1998 and the year-end value of unexercised options held by the executive
officers on December 31, 1998.
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 12/31/98 at 12/31/98
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
L. G. Thompson -- $-- 67,750 / 90,750 $135,727 / $20,883
S. S. Penley 5,000 16,875 16,000 / 38,000 29,125 / 6,281
M. W. Nelson -- -- 30,500 / 26,000 76,109 / 8,672
P. J. McCarren 2,000 14,250 7,650 / 11,750 17,492 / 2,133
</TABLE>
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.
-6-
<PAGE> 11
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 1998, in the case of Mr.
Penley, the successful completion of acquisition and divestiture
projects also accounted for a portion of his bonus. Business unit
earnings performance criteria accounted for the rest in the case of
Messrs. Nelson and McCarren. 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 targeted net earnings is not attained, no cash bonus is paid.
In 1998, 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, the board of directors has
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
$350,000, incentive cash awards and stock option grants. For 1998, the
Company awarded Mr. Thompson a cash bonus of $300,000, which was based
entirely on objective performance as measured by actual net earnings
against targeted net earnings.
Executive Compensation Committee
J. T. Schanck (Chairman)
G. H. Bodeen
R. F. Decker
-7-
<PAGE> 12
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,
Messrs. Thompson, Penley and Nelson 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, 1998, the credited years of service under the
Plan for Messrs. Thompson, Penley and Nelson were 11, 11 and 15,
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>
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.
-8-
<PAGE> 13
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, 1993, 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>
12/31/93 12/30/94 12/29/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Lindberg
Corporation $100 $143 $160 $245 $379 $234
Peer Group -
Metal Processors $100 $ 84 $ 73 $ 91 $113 $ 67
Wilshire Next 1750 $100 $ 99 $128 $149 $184 $186
</TABLE>
-9-
<PAGE> 14
STOCK OWNERSHIP
The following table sets forth information as of March 10, 1999
(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) 13.6
9350 S. Dixie Highway
Suite 1260
Miami, Florida 33156
Nancy L. Bodeen.................. 452,876(3) 7.7
1180 Whitebridge Hill
Winnetka, Illinois 60093
The Killen Group, Inc............ 436,016(4) 7.4
1199 Lancaster Avenue
Berwyn, Pennsylvania 19312
Dimensional Fund Advisors Inc.... 334,500(5) 5.7
1299 Ocean Ave., 11th Floor
Santa Monica, California 90401
Directors and Executive Officers
G. H. Bodeen..................... 231,539(6)(7) 3.9
R. F. Decker..................... 15,500(7) (8)
R. A. Jean....................... 9,500(7) (8)
J. W. Puth....................... 6,000(7) (8)
J. T. Schanck.................... 15,000(7) (8)
L. G. Thompson................... 168,000(7) 2.8
S. S. Penley..................... 46,115(7) (8)
M. W. Nelson..................... 40,576(7) (8)
P. J. McCarren................... 16,225(7) (8)
All directors and executive officers as a group
(9 persons).................... 548,455(9) 9.0
</TABLE>
-10-
<PAGE> 15
- ------------------------
(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 February 9, 1998.
(3) Includes 397,201 shares with respect to which N. L. Bodeen has sole
voting and sole dispositive power and 55,675 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 The Killen Group, Inc.'s response to the Company's 1999 5%
Stockholders Questionnaire reporting ownership as of March 1, 1999.
According to such response, The Killen Group, Inc. has sole power to
vote 140,000 shares.
(5) Based on a report of ownership on an amendment to Schedule 13G,
dated February 11, 1999, filed with the Securities and Exchange
Commission reporting ownership as of December 31, 1998. Dimensional
Fund Advisors Inc. ("Dimensional"), a registered investment advisor,
is deemed to have beneficial ownership of 334,500 shares as of
December 31, 1998, 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) G. H. Bodeen has sole voting and sole dispositive power over 94,750
shares, which includes 75,750 shares he owns directly, 14,000 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
55,675 shares in his capacity as co-trustee with his wife, N. L.
Bodeen, of a family charitable foundation.
(7) Includes shares subject to stock options which are currently
exercisable or become exercisable within 60 days of March 10, 1999,
as follows: G. H. Bodeen and J. T. Schanck, 14,000 shares each; J.W.
Puth, 5,000 shares; R. F. Decker, 11,000 shares; R. A. Jean, 9,000
shares; L. G. Thompson, 87,500 shares; S. S. Penley, 24,000 shares;
M. W. Nelson, 37,000 shares; and P. J. McCarren, 10,025 shares.
(8) Less than 1% of the outstanding shares of the Company.
(9) Includes 81,114 shares with shared voting power, and 211,525 shares
subject to stock options which are currently exercisable or become
exercisable within 60 days of March 10, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During 1998, P. J. McCarren filed one late report required by
Section 16(a) of the Securities Exchange Act of 1934 regarding an
otherwise exempt exercise of stock options.
FINANCIAL STATEMENTS
Stockholders are referred to the annual report for the fiscal year
ended December 31, 1998, 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>16
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.
Any stockholder who intends to present a proposal at the Company's
annual meeting to be held in April 2000, and who wishes to have a
proposal included in the Company's proxy statement for that meeting,
must deliver the proposal to the Company's Secretary. All proposals
must be received by the Secretary no later than November 26, 1999 and
must satisfy the rules and regulations of the Securities and Exchange
Commission to be eligible for inclusion in the proxy statement for that
meeting.
Stockholders may present proposals that are proper subjects for
consideration at an annual meeting, even if the proposal is not
submitted by the deadline for inclusion in the proxy statement. To do
so, the stockholders must comply with the procedures specified by the
Company's By-Laws. The By-Laws, which are available upon request from
the Secretary, require all stockholders who intend to make proposals at
an annual meeting to submit their proposals to the Secretary not fewer
than 30 and not more than 60 days before the meeting.
The By-Laws also provide that nominations for director may only be
made by the Board of Directors (or an authorized board committee) or by
a stockholder entitled to vote who sends notice to the Secretary not
fewer than 30 and not more than 60 days before the annual meeting.
To be eligible for consideration at the 2000 annual meeting,
proposals which have not been submitted by the deadline for inclusion in
the proxy statement and any nominations for director must be received by
the Secretary not fewer than 30 and not more than 60 days before the
meeting. This advance notice period is intended to allow all
stockholders to have an opportunity to consider all business and
nominees expected to be considered at the meeting.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
During 1998, 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 1999.
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.
By Order of the Board of Directors
S. S. PENLEY
Secretary
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<PAGE> 17
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 27, 1999, 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 ALL 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.)
<PAGE> 18
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.
<TABLE>
<S> <C> <C> <C>
For All Except
the nominee
For Withhold whose name
1. ELECTION OF DIRECTORS - All All appears below.
Nominees: G. H. Bodeen,
J. T. Schanck and [oval] [oval] [oval]
W. R. Reum
______________
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: _________________, 1999
Signature(s) ____________________
_________________________________
</TABLE>
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
