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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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LINDBERG CORPORATION
(Name of Subject Company (Issuer))
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BODYCOTE INVESTMENTS VI, INC.
BODYCOTE INTERNATIONAL PLC
(Name of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
5351 71 102
(CUSIP Numbers of Class of Securities)
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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 on Behalf of Filing Persons)
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COPIES TO:
MARILYN SONNIE
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
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112,812,827.50 $22,562.57
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(1) Estimated solely for purposes of calculating the amount of the filing fee.
This amount assumes the purchase at $18.125 per share, pursuant to the Offer
to Purchase, of all 5,661,661 shares of common stock (the "Shares") of
Lindberg Corporation outstanding as of December 12, 2000 and 562,495 Shares
issuable upon exercise of certain options.
(2) The fee, calculated in accordance with Rule 0-11(d) of the Securities
Exchange Act of 1934, is 1/50 of one percent of the aggregate of the value
of the transactions.
/ / Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and date of its filing.
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Amount Previously Paid:................... Filing Party:.............................
Form or Registration No.:................. Date Filed:...............................
The transaction to which the statement relates is a third-party tender offer subject
to Rule 14d-1.
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This Tender Offer Statement on Schedule TO relates to the offer by Bodycote
Investments VI, Inc. ("Purchaser"), a Delaware corporation and an indirect
wholly owned subsidiary of Bodycote International plc, a public limited company
organized under the laws of England ("Bodycote"), to purchase all of the
outstanding shares of common stock, par value $0.01 per share, together with the
associated share purchase rights (collectively, the "Shares"), of Lindberg
Corporation, a Delaware corporation ("Lindberg") at a purchase price of $18.125
per Share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated
December 18, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, as such documents may be amended or supplemented from time
to time, together constitute the "Offer"), which are annexed to and filed with
this Schedule TO as Exhibits (a)(1) and (a)(2), respectively. This Schedule TO
is being filed on behalf of Bodycote and Purchaser. The information set forth in
the Offer to Purchase and the related Letter of Transmittal is incorporated
herein by reference with respect to Items 1 through 9 and 11 of this Schedule
TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
This Schedule TO is filed by Bodycote and Purchaser.
None of Bodycote, Purchaser or, to the best knowledge of such corporations,
any of the persons listed on Schedule I to the Offer to Purchase, has during the
last five years (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 and as a result
of such proceeding was or is subject to a judgment decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding of any violation of such laws.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not Applicable.
ITEM 12. EXHIBITS.
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(a)(1) Offer to Purchase, dated December 18, 2000
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(4) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(5) Notice of Guaranteed Delivery
(a)(6) Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9
(a)(7) Form of Summary Advertisement, dated December 18, 2000
(a)(8) Joint Press Release issued by Bodycote and Lindberg in the
United States on December 13, 2000 (incorporated by
reference to the Schedule TO-C filed by Bodycote on
December 14, 2000)
(a)(9) Press Release issued by Bodycote in England on December 13,
2000 (incorporated by reference to the Schedule TO-C filed
by Bodycote on December 14, 2000)
(b)(1) Revolving Multicurrency Loan Facility Agreement dated
December 8, 2000, between Bodycote International plc and
HSBC Bank plc
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(b)(2) Medium Term Loan Facility Agreement dated December 8, 2000,
between Bodycote International plc and Barclays Bank PLC
(b)(3) Facility Agreement dated December 8, 2000, between Bodycote
International plc and ABN AMRO Bank N.V.
(b)(4) Committed Currency Loan Facility Letter, dated December 8,
2000, between Bodycote International plc and The Royal Bank
of Scotland plc
(c) Not applicable
(d)(1) Agreement and Plan of Merger, dated December 13, 2000, by
and among Lindberg, Bodycote and Purchaser
(d)(2) Tender and Voting Agreement, dated December 13, 2000, by and
among Bodycote, Purchaser and the stockholders signatory
thereto
(d)(3) Confidentiality Agreement, dated October 5, 2000, between
Bodycote and Lindberg (incorporated by reference to
Exhibit (e)(3) of the Schedule 14D-9 filed by Lindberg on
December 18, 2000)
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not Applicable.
3
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SIGNATURE
After due 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.
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Date: December 18, 2000 BODYCOTE INTERNATIONAL PLC
By: /s/ DAVID LANDLESS
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Name: David Landless
Title: Director
BODYCOTE INVESTMENTS VI, INC.
By: /s/ JOHN D. HUBBARD
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Name: John D. Hubbard
Title: President
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EXHIBIT INDEX
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EXHIBITS PAGE
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(a)(1) Offer to Purchase, dated December 18, 2000
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(4) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(5) Notice of Guaranteed Delivery
(a)(6) Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9
(a)(7) Form of Summary Advertisement, dated December 18, 2000
(a)(8) Joint Press Release issued by Bodycote and Lindberg in the
United States on December 13, 2000 (incorporated by
reference to the Schedule TO-C filed by Bodycote on
December 14, 2000)
(a)(9) Press Release issued by Bodycote in England on December 13,
2000 (incorporated by reference to the Schedule TO-C filed
by Bodycote on December 14, 2000)
(b)(1) Revolving Multicurrency Loan Facility Agreement dated
December 8, 2000, between Bodycote International plc and
HSBC Bank plc
(b)(2) Medium Term Loan Facility Agreement dated December 8, 2000,
between Bodycote International plc and Barclays Bank PLC
(b)(3) Facility Agreement dated December 8, 2000, between Bodycote
International plc and ABN AMRO Bank N.V.
(b)(4) Committed Currency Loan Facility Letter, dated December 8,
2000, between Bodycote International plc and The Royal Bank
of Scotland plc
(c) Not applicable
(d)(1) Agreement and Plan of Merger, dated December 13, 2000, by
and among Lindberg, Bodycote and Purchaser
(d)(2) Tender and Voting Agreement, dated December 13, 2000, by and
among Bodycote, Purchaser and the stockholders signatory
thereto
(d)(3) Confidentiality Agreement, dated October 5, 2000, between
Bodycote and Lindberg (incorporated by reference to
Exhibit (e)(3) of the Schedule 14D-9 filed by Lindberg on
December 18, 2000)
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
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