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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
LINDBERG CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Titles and Classes of Securities)
5351 71 102
(CUSIP Number)
JOHN CHESWORTH
BODYCOTE INTERNATIONAL PLC
HULLEY ROAD
HURDSFIELD, MACCLESFIELD
CHESHIRE SK10 2SG, ENGLAND
011-44-1625-505-300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copies to:
MARILYN SONNIE
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
212-326-3939
DECEMBER 13, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the Schedule including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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CUSIP NO. 5351 71 102 13D PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bodycote International plc
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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*
BK, WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 997,491
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
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PERSON WITH 10 SHARED DISPOSITIVE POWER
997,491
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
997,491
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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)***
17.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 5351 71 102 13D PAGE 3 OF 11 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bodycote Investments VI, Inc.
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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*
AF (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 997,491
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
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PERSON WITH 10 SHARED DISPOSITIVE POWER
997,491
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
997,491
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
17.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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INTRODUCTION
Reference is made to (1) the Agreement and Plan of Merger, dated as of
December 13, 2000 (the "Merger Agreement"), by and among Bodycote International
plc, a public limited company organized under the laws of England ("Bodycote"),
Bodycote Investments VI, Inc., a Delaware corporation and an indirect wholly
owned subsidiary of Bodycote ("Purchaser"), and Lindberg Corporation, a Delaware
corporation ("Lindberg"), and (2) the Tender and Voting Agreement, dated as of
December 13, 2000 (the "Tender Agreement"), by and among Bodycote, Purchaser and
the stockholders of Lindberg signatory thereto.
Pursuant to the terms of the Merger Agreement, on December 18, 2000,
Bodycote and Purchaser filed a Schedule TO (the "Schedule TO") with the
Securities and Exchange Commission (the "SEC"), commencing a tender offer to
purchase all outstanding shares of common stock, par value $0.01 per share,
together with the associated rights issued pursuant to the Rights Agreement,
dated as of November 21, 1996, and amended on December 13, 2000, between
Lindberg and Harris Trust and Savings Bank, as Rights Agent (collectively, the
"Shares"), of Lindberg for $18.125 per Share, net to the seller in cash, without
interest. The terms and conditions of the tender offer are set forth in the
Offer to Purchase, dated December 18, 2000 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, as such documents may be amended or
supplemented from time to time, together constitute the "Offer").
The Shares are registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
Copies of the Merger Agreement, the Tender Agreement, the Offer to
Purchase and the Letter of Transmittal are filed as exhibits to this Schedule
13D and are incorporated herein by reference.
ITEM 1. SECURITY AND ISSUER.
The name of the issuer is Lindberg Corporation, a Delaware corporation
("Lindberg"). Lindberg's principal executive offices are located at Hulley Road,
Hurdsfield, Macclesfield, Cheshire SK10 2SG, England. The title of the
securities to which this Statement relates is the common stock, par value $0.01
per share, and the associated share purchase rights, of Lindberg.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Schedule 13D is being filed by Bodycote and
Purchaser. The information set forth in Section 9 ("Certain Information
Concerning Purchaser and Bodycote") of the Offer to Purchase is incorporated
herein by reference.
(d)-(e) During the last five years, none of Bodycote, Purchaser or, to
the best knowledge of such corporations, any of the persons listed in Schedule I
("Directors and Executive Officers of Bodycote and Purchaser") to the Offer to
Purchase (which is incorporated herein by reference)
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has (i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 10 ("Source and Amount of Funds")
to the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) The information set forth in the "Introduction," Section 7
("Effect of the Offer on the Market for Shares; Stock Exchange Listing and
Exchange Act Registration; and Margin Securities"), Section 12 ("Purpose of the
Offer and the Merger; Plans for Lindberg; the Merger Agreement; Other Matters")
and Section 13 ("Dividends and Distributions") to the Offer to Purchase is
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(d) The information set forth in Section 9 ("Certain Information
Concerning Purchaser and Bodycote"), Section 12 ("Purpose of the Offer and the
Merger; Plans for Lindberg; the Merger Agreement; Other Matters") and in
Schedule I ("Directors and Executive Officers of Bodycote and Purchaser) to the
Offer to Purchase is incorporated herein by reference.
The stockholders signatory to the Tender Agreement (the "Selling
Stockholders"), beneficially own 997,491 Shares (such Shares being hereinafter
referred to as the "Subject Shares").
Pursuant to the terms of the Tender Agreement, the Selling Stockholders
have agreed, among other things, (i) to tender in the Offer all of the Subject
Shares now owned or which may hereafter be acquired by the Selling Stockholders,
(ii) to grant to Bodycote an option to purchase the Subject Shares in certain
circumstances, and (iii) to appoint Bodycote and Purchaser, or any nominee of
Bodycote and Purchaser, as his or her proxy to vote the Subject Shares on
certain defined matters. The Tender Agreement is described in more detail in
Section 12 ("Purpose of the Offer and the Merger; Plans for Lindberg; the Merger
Agreement; Other Matters") of the Offer to Purchase.
As a result of the Tender Agreement, each of Bodycote and Purchaser may
be deemed to beneficially own an aggregate of 997,491 Shares (representing
approximately 18% of the presently outstanding Shares). However, each of
Bodycote and Purchaser disclaims beneficial ownership to such Shares, and this
Statement shall not be construed as an admission that either Bodycote or
Purchaser is the beneficial owner of any securities covered by this Statement.
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In addition to the Subject Shares, the Selling Stockholders hold
options to purchase 243,000 Shares. As referenced above, if any of such options
are exercised by a Selling Stockholder during the period in which the Tender
Agreement is in effect, such Shares issued pursuant to the exercise of such
options will be deemed to be Shares subject to the terms of the Tender
Agreement. However, under the terms of the Tender Agreement, no Selling
Stockholder is obligated to exercise any outstanding option to purchase Shares.
As such, neither Bodycote nor Purchaser is presently the beneficial owner of any
Shares that are issuable pursuant to the options to purchase Shares held by any
Selling Stockholder.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in the "Introduction," Section 9 ("Certain
Information Concerning Purchaser and Bodycote"), Section 11 ("Background of the
Offer") and Section 12 ("Purpose of the Offer and the Merger; Plans for
Lindberg; the Merger Agreement; Other Matters") to the Offer to Purchase is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Offer to Purchase, dated December 18, 2000*
2. Letter of Transmittal*
3. Agreement and Plan of Merger, dated December 13, 2000, by and among
Lindberg, Bodycote and Purchaser*
4. Tender and Voting Agreement, dated December 13, 2000, by and among
Bodycote, Purchaser and the stockholders signatory thereto*
5. Revolving Multicurrency Loan Facility Agreement, dated December 8,
2000, between Bodycote International plc and HSBC Bank plc*
6. Medium Term Loan Facility Agreement, dated December 8, 2000, between
Bodycote International plc and Barclays Bank PLC*
7. Facility Agreement, dated December 8, 2000, between Bodycote
International plc and ABHN AMRO Bank N.V.*
8. Committed Currency Loan Facility Letter, dated December 8, 2000,
between Bodycote International plc and The Royal Bank of Scotland plc*
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* Incorporated by reference to Schedule TO filed December 18, 2000 by
Bodycote (Commission File No. 005-12345) and Purchaser
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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.
Date: December 20, 2000 BODYCOTE INVESTMENTS VI, INC.
By: /s/ John D. Hubbard
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Name: John D. Hubbard
Title: President
BODYCOTE INTERNATIONAL PLC
By: /s/ David Landless
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Name: David Landless
Title: Director
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EXHIBIT INDEX
No. Description
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1. Offer to Purchase, dated December 18, 2000*
2. Letter of Transmittal*
3. Agreement and Plan of Merger, dated December 13, 2000, by and among
Lindberg, Bodycote and Purchaser*
4. Tender and Voting Agreement, dated December 13, 2000, by and among
Bodycote, Purchaser and the stockholders signatory thereto*
5. Revolving Multicurrency Loan Facility Agreement, dated December 8,
2000, between Bodycote International plc and HSBC Bank plc*
6. Medium Term Loan Facility Agreement, dated December 8, 2000, between
Bodycote International plc and Barclays Bank PLC*
7. Facility Agreement, dated December 8, 2000, between Bodycote
International plc and ABHN AMRO Bank N.V.*
8. Committed Currency Loan Facility Letter, dated December 8, 2000,
between Bodycote International plc and The Royal Bank of Scotland plc*
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* Incorporated by reference to Schedule TO filed December 18, 2000 by
Bodycote (Commission File No. 005-12345) and Purchaser
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