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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
LINDBERG CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
5351 71 102
(CUSIP Number)
Ira Sochet
9350 S. Dixie Highway, Suite 1260
Miami, Florida 33156
(305) 670-1888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Louis R. Montello, Esquire
Montello & Kenney, P.A.
777 Brickell Avenue, Suite 1070
Miami, Florida 33131
(305) 373-0300
May 19, 2000
(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP NO. 5351 71 102
<TABLE>
<S> <C>
1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Ira Sochet .
----------------
2. Check the Appropriate Box if a Member of a Group
(a)_______________ (b)______________.
3. SEC Use Only________________________________ .
4. Source of Funds PF, OO .
--------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E)
[ ].
6. Citizenship or Place of Organization United States .
------------------------
Number of 7. Sole Voting Power 821,700 .
-----------------------
Shares
Beneficially 8. Shared Voting Power -0- .
---------------------
Owned by Each
Reporting 9. Sole Dispositive Power 821,700 .
------------------
Person With
10. Shared Dispositive Power -0- .
-----------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 821,700.
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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) 14.5% .
-------
14. Type of Reporting Person IN .
----------------------
</TABLE>
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This amendment to Schedule 13D (the "Amendment") is filed as the
seventh amendment to the Statement on Schedule 13D, dated April 9, 1996 (the
"Schedule 13D"), filed on behalf of Ira Sochet (the "Reporting Person"),
relating to the common stock of Lindberg Corporation, a Delaware corporation.
This Amendment reflects material changes in the Schedule 13D, such material
changes being more fully reflected in Item 4 and Item 5 below.
ITEM 4. PURPOSE OF TRANSACTION.
On May 19, 2000, the Reporting Person sent a letter to the Issuer's
Board of Directors in which the Reporting Person proposed to acquire for $9.00
per share all of the Common Stock not owned by the Reporting Person. Such
proposal is subject to the execution of a definitive agreement containing
representations, conditions and undertakings customary to a transaction of this
nature and would be conditioned on, among other things, assurances that the
Issuer's Chief Executive Officer and Chief Financial Officer would continue to
serve as such after the consummation of the transaction. A copy of the letter
is attached as Exhibit B to this Amendment. If the proposed transaction between
the Reporting Person and the Issuer is consummated, among other things, (i) a
majority of the Issuer's Board of Directors would change; (ii) there would be
changes in the Issuer's charter, bylaws or instruments corresponding thereto;
and (iii) the Common Stock would cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association
and would be eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934.
Except as described above and in the Schedule 13D, the Reporting Person has no
plans or proposals that would result in any actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on May 19, 2000, the Reporting
Person beneficially owned an aggregate of 821,700 shares of Common Stock, which
constituted approximately 14.5 percent of the 5,661,661 shares of Common Stock
outstanding on May 10, 2000, as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000.
(b) The Reporting Person has the sole power to vote or direct the
vote, and the sole power to dispose or to direct the disposition of, all the
shares of Common Stock beneficially owned by him.
(c) The following table sets forth all transactions in Common
Stock effected by the Reporting Person during the past 60 days. All of such
transactions were open market purchases effected through brokers.
<TABLE>
<CAPTION>
APPROXIMATE PRICE
NUMBER OF PER SHARE
DATE SHARES SOLD (INCLUDING COMMISSIONS)
---- ----------- -----------------------
<S> <C> <C>
03/30/00 30,500 $5 3/4
03/30/00 6,600 $6
03/30/00 20,000 $5 3/4
</TABLE>
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(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit B Letter, dated May 19, 2000 from Ira Sochet to Board
of Directors of Lindberg Corporation
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.
May 19, 2000 /s/ Ira Sochet
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Ira Sochet
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EXHIBIT B
Ira Sochet
P.O. Box 756
South Miami, Florida 33143
--------------
665-6541
May 19, 2000
VIA FACSIMILE
(847) 823-0795
Board of Directors
Lindberg Corporation
6133 North River Road, Suite 700
Rosemont, Illinois 60018
Gentlemen:
As you are aware, I have been disappointed for some time with the
performance of Lindberg's common stock. At the time of this letter, the price
of Lindberg's common stock is languishing close to a 5-year low. Over the years
I have developed great respect for Lindberg's management and do not believe
that it is responsible for the present state of affairs. In my opinion,
Lindberg's Board of Directors has failed to pursue any alternatives whatsoever
to increase stockholder value, although the Board repeatedly assured me that it
would consider and explore such alternatives. Such failure, along with the lack
of liquidity in Lindberg's shares resulting from the concentration of in excess
of 75 percent of such shares in less than 10 stockholders, has resulted in a
lack of any following for Lindberg's shares in the investment community. At
this time I believe that the interests of every Lindberg constituency would be
enhanced by a transaction with me in which Lindberg's other stockholders would
obtain the best possible price for their shares in the company and that would
enable Lindberg to more aggressively pursue the opportunities that exist in its
industry at this time.
Accordingly, I am prepared to offer to acquire the shares in Lindberg
that I do not own in a cash transaction in which your other stockholders would
receive $9.00 in cash for each share they own, or approximately $44 million in
total consideration. This price represents a 20% premium over Lindberg's
current share price and 50% premium to tangible book value. I believe that this
is a full and fair price that presents a unique and compelling opportunity for
the stockholders of Lindberg given the historic price of, and lack of liquidity
in, Lindberg's shares.
It is my strong preference to negotiate a transaction that has the
support of Lindberg's Board of Directors. I would like to meet with you and
your advisors as soon as possible to finalize a definitive agreement to
consummate the transaction outlined above. Such agreement would contain
representations, conditions and undertakings customary to a transaction of this
nature and would be conditioned on, among other things, assurances that Mr.
Thompson, Lindberg's Chief Executive Officer, and Mr. Penley, Lindberg's Chief
Financial Officer, would continue to serve as such after the consummation of
the transaction. I am available at your convenience to discuss any aspect of my
proposal with you.
Sincerely,
/s/ Ira Sochet
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Ira Sochet
