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 under 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] 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:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
LINDBERG CORPORATION
6133 North River Road
Suite 700
Rosemont, Illinois 60018
Leo G. Thompson
President and
Chief Executive Officer
March 28, 2000
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 28, 2000, 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>
LINDBERG CORPORATION
------------
Notice of Annual Meeting of Stockholders
April 28, 2000
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 28, 2000, at 9:00 a.m., Chicago time, for the following purposes:
1. To elect two Class III directors.
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, 2000
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 28, 2000
<PAGE>
LINDBERG CORPORATION
6133 North River Road
Suite 700
Rosemont, Illinois 60018
------------
March 28, 2000
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
28, 2000, 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 5,661,061
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, 2000 are entitled to vote at the meeting.
THE ELECTION OF DIRECTORS
The board of directors proposes the election of Messrs. W. R. Reum and
L. G. Thompson as Class III directors, each of whom is an incumbent Class III
director. It is intended that shares represented by properly executed proxies
will be voted, in the absence of contrary instructions, for the election of
Messrs. Reum and Thompson as Class III 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.
<PAGE>
The following table sets forth information concerning the two nominees for
Class III director, and each Class I and Class II 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 2003 (Class III)
W. R. Reum.......... Former Chairman from April 1991 to February 1999
1999-57 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.
L. G. Thompson...... President and Chief Executive Officer of the
1987-59 Company since January 1991.
Directors whose term expires in 2001 (Class I)
Dr. R. F. Decker.... Chairman since December 1988 of Thixomat, Inc.
1987-69 (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.......... Corporate Vice President since August 1999 of
1995-57 AMSTED Industries Incorporated (a manufacturer of
railroad, construction and building products).
President from April 1997 to August 1999, Chief
Executive Officer from February 1999 to August
1999, Chief Operating Officer from February 1993
to January 1999 and Executive Vice President from
February 1993 to May 1997 of Varlen Corporation.
Directors whose term expires in 2002 (Class II)
G. H. Bodeen........ Chairman of the Board of the Company since
1960-76 December 1980. Chief Executive Officer from
April 1965 to December 1990.
J. T. Schanck....... Former Vice Chairman from September 1986 to
1975-69 December 1988 of Illinois Tool Works Inc.
(producer of specialty engineered products and
systems).
- ----------------
(1) Dr. Decker and the Company each own a 17% interest in Thixomat, Inc.
</TABLE>
The board of directors recommends that stockholders vote FOR the
election of both nominees for Class III director. ---
2
<PAGE>
Functioning of the Board and Committees
The Company's board of directors has an executive compensation committee
and an audit 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 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 for nominees may be submitted
to the committee at the address shown on page one of this proxy statement,
attention of the Secretary. See "Other Business." During 1999, the committee
met twice.
Members of the audit committee are R. A. Jean (chairman), R. F. Decker,
and W. R. Reum. Among its responsibilities, the committee reviews (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. It also recommends
to the full board annually the independent public accountants. During 1999,
the committee met once.
The board of directors of the Company met on seven occasions during 1999.
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.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Securities
Name and Principal Position Year Underlying
- --------------------------- ---- Salary Bonus Options
($) ($)(1) (#)(2)
-------------------- ------------
<S> <C> <C> <C> <C>
L. G. Thompson............. 1999 350,016 -- --
President and Chief 1998 300,000 300,000 60,000
Executive Officer 1997 283,344 181,500 25,000
S. S. Penley............... 1999 170,000 10,000 --
Executive Vice President 1998 155,000 133,500 27,000
and Chief Financial 1997 149,667 48,625 10,000
Officer
M. W. Nelson............... 1999 163,000 29,750 --
Senior Group Vice 1998 155,000 70,950 13,500
President 1997 149,667 55,825 10,000
P. J. McCarren............. 1999 145,000 8,000 --
Group Vice President 1998 135,000 67,500 9,000
1997 115,167 38,975 2,000
- ----------------------------
(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.
</TABLE>
3
<PAGE>
The Company did not grant any options to its executive officers in 1999.
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. The Company has, in the past,
granted additional options to purchase 7,500 shares of the Company's common
stock to each non-employee director who had served three years on the board.
These additional options are exercisable in three equal installments on each
of the first, second and third anniversaries of the grant. 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 1999.
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.
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, 1999 and the
year-end value of unexercised options held by the executive officers on
December 31, 1999.
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 12/31/99 at 12/31/99
Acquired on Value ------------------------- -------------------------
Name Exercise (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
L. G. Thompson 16,000 $ 83,750 98,750 / 43,750 $ 29,000 / $ --
S. S. Penley -- -- 35,000 / 19,000 13,125 / --
M. W. Nelson -- -- 45,375 / 11,125 41,500 / --
P. J. McCarren 2,000 10,500 11,400 / 6,000 4,625 / --
</TABLE>
Executive Officer Employment Agreements
In 1999, 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 (which includes the termination by the executive for any reason during
the 30-day period following the first anniversary of a change in control).
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.
4
<PAGE>
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 officers 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. 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 based on
this criteria. In 1999, the executive compensation committee awarded a cash
bonus to Mr. Nelson based on earnings performance objectives approved by the
board and, in the case of Messrs. Thompson, Penley and McCarren, based on
certain non-quantitative factors. Mr. Thompson declined the bonus awarded to
him.
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
5
<PAGE>
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.
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, 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 62. If the executive's retirement
begins before his reaching age 62, benefits under the Supplemental Plan are
reduced by .3% for each month that the payment precedes his 62nd birthday.
Benefits are not subject to reduction for Social Security benefits. The
vesting period for the Supplemental Plan is ten years and, at December 31,
1999, the credited years of service under the Supplemental Plan for Messrs.
Thompson, Penley and Nelson were 12, 12 and 16, 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 $ 50,100 $ 75,150 $ 75,150 $ 75,150 $ 75,150
200,000 66,800 100,200 100,200 100,200 100,200
250,000 83,500 125,250 125,250 125,250 125,250
300,000 100,200 150,300 150,300 150,300 150,300
350,000 116,900 175,350 175,350 175,350 175,350
400,000 133,600 200,400 200,400 200,400 200,400
450,000 150,300 225,450 225,450 225,450 225,450
500,000 167,000 250,500 250,500 250,500 250,500
</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.
6
<PAGE>
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 ranked 751 to
2,500 by market capitalization in the Wilshire 5000 Total Market Index), 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 30,
1994, 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.
<TABLE>
<CAPTION>
12/30/94 12/29/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Lindberg Corporation $ 100 $ 112 $ 171 $ 265 $ 164 $ 144
Peer Group - Metal
Processors $ 100 $ 87 $ 108 $ 134 $ 80 $ 104
Wilshire Next 1750 $ 100 $ 130 $ 151 $ 187 $ 188 $ 236
</TABLE>
7
<PAGE>
STOCK OWNERSHIP
The following table sets forth information as of March 10, 2000 (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......................... 881,200 (2) 15.6
9350 S. Dixie Highway, Suite 1260
Miami, Florida 33156
Nancy L. Bodeen.................... 451,376 (3) 8.0
1180 Whitebridge Hill
Winnetka, Illinois 60093
The Killen Group, Inc.............. 367,306 (4) 6.5
1199 Lancaster Avenue
Berwyn, Pennsylvania 19312
Dimensional Fund Advisors Inc...... 365,900 (5) 6.5
1299 Ocean Ave., 11th Floor
Santa Monica, California 90401
Suntrust Banks, Inc................ 314,300 (6) 5.6
303 Peachtree Street, Suite 1500
Atlanta, Georgia 30308
Susan L. Byrd...................... 304,656 (7) 5.4
24 Marsh Point Road
Amelia Island, Florida 32034
Directors and Executive Officers
G. H. Bodeen....................... 226,659 (8)(9) 4.0
R. F. Decker....................... 18,000 (9) (10)
R. A. Jean......................... 17,000 (9) (10)
W. R. Reum......................... 4,000 (9) (10)
J. T. Schanck...................... 17,500 (9) (10)
L. G. Thompson..................... 206,250 (9)(11) 3.6
S. S. Penley....................... 57,115 (9) 1.0
M. W. Nelson....................... 48,951 (9) (10)
P. J. McCarren..................... 19,600 (9) (10)
All directors and executive
officers as a group (9 persons).. 615,075 (12) 10.4
9
<PAGE>
- --------------------------
(1) Sole voting and dispositive power, except as otherwise indicated.
(2) Based on Ira Sochet's response to the Company's 2000 5% Stockholders
Questionnaire reporting ownership as of March 1, 2000.
(3) Includes 397,201 shares with respect to which N. L. Bodeen has sole
voting and sole dispositive power and 54,175 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's response to the Company's 2000 5%
Stockholders Questionnaire reporting ownership as of March 1, 2000.
(5) Based on a report of ownership on an amendment to Schedule 13G, dated
February 11, 2000, filed with the Securities and Exchange Commission
reporting ownership as of December 31, 1999. Dimensional Fund Advisors
Inc. ("Dimensional"), a registered investment advisor, is deemed to have
beneficial ownership of 365,900 shares, 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) Based on SunTrust Banks, Inc.'s response to the Company's 2000 5%
Stockholders Questionnaire reporting ownership as of March 1, 2000.
(7) Includes 22,730 shares with respect to which S. L. Byrd has sole voting
and sole dispositive power and 281,926 shares with respect to which
S. L. Byrd has shared voting and shared dispositive power. Excludes
27,601 shares held by a trust created under the will of L. A. Lindberg
of which trust S. L. Byrd is the beneficiary but with respect to which
shares S. L. Byrd has no voting or dispositive power and disclaims
beneficial ownership.
(8) G. H. Bodeen has sole voting and sole dispositive power over 97,250
shares, which includes 75,750 shares he owns directly, 16,500 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 75,234 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 54,175 shares in his capacity
as co-trustee with his wife, N. L. Bodeen, of a family charitable
foundation.
(9) Includes shares subject to stock options which are currently exercisable
or become exercisable within 60 days of March 10, 2000, as follows:
G. H. Bodeen and J. T. Schanck, 16,500 shares each; W. R. Reum, 3,000
shares; R. F. Decker, 13,500 shares; R. A. Jean, 2,500 shares; L. G.
Thompson, 98,750 shares; S. S. Penley, 35,000 shares; M. W. Nelson,
45,375 shares; and P. J. McCarren, 11,400 shares.
(10) Less than 1% of the outstanding shares of the Company.
(11) L.G. Thompson has sole voting and sole dispositive power over 176,250
shares which includes 77,500 shares he owns directly and 98,750 shares
subject to currently exercisable options. In addition, Mr. Thompson has
shared voting power with respect to 30,000 shares.
(12) Includes 75,234 shares with shared voting power, and 242,525 shares
subject to stock options which are currently exercisable or become
exercisable within 60 days of March 10, 2000.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During 1999, 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.
9
<PAGE>
FINANCIAL STATEMENTS
Stockholders are referred to the annual report for the fiscal year ended
December 31, 1999, 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.
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 2001, 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 30, 2000 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.
In order for a stockholder to nominate a candidate for director, under
the Company's By-Laws timely notice of the nomination must be received by the
Secretary of the Company in advance of the meeting. Ordinarily, such notice
must be received not less than 60 nor more than 90 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders,
but if the annual meeting is called for a date that is not within 30 days
before or after such anniversary date, then such notice must be received
within 10 days after notice of the meeting is mailed or other public
disclosure of the meeting is made. The stockholder filing the notice of
nomination must describe various matters regarding the nominee, including,
but not limited to, such information as name, address, occupation and shares
held.
In order for a stockholder to bring other business before a stockholder
meeting, timely notice must be received by the Secretary of the Company within
the time limits described above. Such notice must include a description of
the proposed business, the reasons therefor and other specified matters.
These requirements are separate from and in addition to the requirements a
stockholder must meet to have a proposal included in the Company's proxy
statement. The foregoing time limits also apply in determining whether notice
is timely for purposes of rules adopted by the Securities and Exchange
Commission relating to the exercise of discretionary voting authority.
In each case the notice must be given to the Secretary of the Company,
whose address is 6133 North River Road, Suite 700, Rosemont, Illinois 60018.
Any stockholder desiring a copy of the Company's By-Laws will be furnished one
without charge upon written request to the Secretary of the Company. A copy
of the By-Laws is filed as Exhibit 3 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1999 and is available
at the Securities and Exchange Commission Internet site (http://www.sec.gov).
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
During 1999, 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 2000.
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.
10
<PAGE>
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
11
<PAGE>
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 28, 2000, 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>
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.
For All except
For Withhold the nominee whose name
1. ELECTION OF DIRECTORS - All All appears below.
Nominees: L. G. Thompson [oval] [oval] [oval]
and 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:__________________, 2000
Signature(s)__________________________
______________________________________
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
