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DRESDNER KLEINWORT BENSON
75 Wall Street, 34th Floor
New York, NY 10005
Telephone (212) 429-2000 Ext. 2958
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
TOGETHER WITH THE ASSOCIATED SHARE PURCHASE RIGHTS
OF
LINDBERG CORPORATION
at
$18.125 NET PER SHARE
by
BODYCOTE INVESTMENTS VI, INC.
an indirect wholly owned subsidiary of
BODYCOTE INTERNATIONAL PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, JANUARY 17, 2001, UNLESS THE OFFER IS EXTENDED.
December 18, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed 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 act as Dealer Manager in connection with Purchaser's 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 Corporation ("Lindberg") and Harris Trust and Savings Bank, as Rights
Agent (collectively, the "Shares"), of Lindberg at a purchase price of $18.125
per Share, net to the seller in cash, without interest, on the terms and subject
to the conditions set forth in Purchaser's Offer to Purchase, dated December 18,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"), enclosed herewith. Please furnish copies of the enclosed materials to
those of your clients for whose accounts you hold Shares in your name or in the
name of your nominee.
Enclosed herewith for your information and for forwarding to your clients
are copies of the following documents:
1. Offer to Purchase, dated December 18, 2000.
2. Letter of Transmittal to tender Shares for your use and for the
information of your clients, together with Guidelines of the Internal
Revenue Service for Certification of Taxpayer Identification Number on
Substitute Form W-9, which provides information relating to backup
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federal income tax withholding. Manually signed facsimile copies of the
Letter of Transmittal may be used to tender Shares.
3. Letter to holders of Shares ("Stockholders") from Leo G. Thompson,
President and Chief Executive Officer of Lindberg, together with a
Solicitation/Recommendation Statement on Schedule 14D-9.
4. Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if neither of the two procedures for tendering Shares set forth in the
Offer to Purchase can be completed on a timely basis.
5. Form of letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer.
6. Return envelope addressed to Computershare Trust Company of New York
(the "Depositary").
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JANUARY 17, 2001, UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $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.
2. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date (as defined
in the Offer to Purchase) that number of Shares that (together with any
Shares that Purchaser has the unimpaired right to acquire pursuant to the
Tender Agreement (as defined in the Offer to Purchase) (which were not
validly tendered or were withdrawn) and any Shares then owned by Bodycote
and its subsidiaries) constitutes at least a majority of the total voting
power of the outstanding securities of Lindberg entitled to vote in the
election of directors or in a merger, calculated on a fully diluted basis,
on the date of purchase. The Offer is also subject to the conditions set
forth in the Offer to Purchase. See the "Introduction" and Sections 1, 14,
and 15 of the Offer to Purchase.
3. The Offer is being made for all of the outstanding Shares.
4. Tendering Stockholders will not be obligated to pay brokerage fees or
commissions to the Dealer Manager, the Depositary or the Information Agent
or, except as set forth in Instruction 6 of the Letter of Transmittal,
transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer.
However, federal income tax backup withholding at a rate of 31% may be
required, unless an exemption is provided or unless the required tax
identification information is provided. See Instruction 10 of the Letter of
Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 midnight,
New York City time, on Wednesday, January 17, 2001, unless the Offer is
extended.
6. The members of the Board of Directors of Lindberg at a meeting duly
called and held unanimously approved the Merger Agreement and the Tender
Agreement, determined that the transactions contemplated by the Merger
Agreement, including the Offer and the Merger (as such terms are defined in
the Offer to Purchase), are advisable and in the best interests of the
Stockholders, and recommends that Stockholders accept the Offer and tender
their Shares pursuant to the Offer.
7. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only
after timely receipt by the Depositary of (a) certificates for Shares (the
"Certificates") or a timely Book-Entry Confirmation (as defined in the Offer
to Purchase) with respect to such Shares pursuant to the procedures set
forth in Section 3 of
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the Offer to Purchase, (b) the Letter of Transmittal (or a manually signed
facsimile thereof), properly completed and duly executed with any required
signature guarantees (or, in the case of book-entry transfers, an Agent's
Message), and (c) any other documents required by the Letter of Transmittal.
The per share consideration paid to any Stockholder pursuant to the Offer
will be the highest per share consideration paid to any other Stockholder
pursuant to the Offer. Accordingly, payment may not be made to all tendering
Stockholders at the same time depending upon when Certificates for or
Book-Entry Confirmations of such Shares are actually received by the
Depositary.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof) and any
required signature guarantees (or, in the case of book-entry transfers, an
Agent's Message) and any other required documents should be sent to the
Depositary and (ii) either Certificates representing the tendered Shares or a
timely Book-Entry Confirmation should be delivered to the Depositary in
accordance with the instructions set forth in the Letter of Transmittal and the
Offer to Purchase.
If Stockholders wish to tender their Shares, but it is impracticable for
them to forward the Certificates for such Shares or other required documents or
complete the procedures for book-entry transfer prior to the Expiration Date, a
tender may be effected by following the guaranteed delivery procedures specified
in Section 3 of the Offer to Purchase.
Neither Purchaser nor Bodycote will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager as described in
the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer.
Purchaser will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients.
Purchaser will pay or cause to be paid any stock transfer taxes payable on
the transfer of the Shares to it, except as otherwise provided in Instruction 6
of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Dresdner Kleinwort Benson, as the Dealer Manager or MacKenzie Partners, Inc., as
Information Agent, at their respective addresses and telephone numbers set forth
on the back cover of the Offer to Purchase. Additional copies of the enclosed
materials may be obtained from the Information Agent or the Dealer Manager or
from brokers, dealers, commercial banks or trust companies.
Very truly yours,
Dresdner Kleinwort Benson
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF PURCHASER, BODYCOTE, LINDBERG, THE DEALER
MANAGER, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THEM
OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
