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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
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
AND
AMENDMENT NO. 1 TO
SCHEDULE 13D
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
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LINDBERG CORPORATION
(Name of Subject Company (Issuer))
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 Classes 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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COPY TO:
MARILYN SONNIE
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 326-3939
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This final amendment reports the results of a tender offer subject to Rule 14d-1
and constitutes an amendment to Schedule 13D under Rule 13d-2.
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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"), and Bodycote hereby
amend and supplement their Tender Offer Statement on Schedule TO (the "Schedule
TO"), originally filed on December 18, 2000, and amended on December 22, 2000,
with respect to their offer 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 thereon, 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 they
may be amended or supplemented from time to time, together constitute the
"Offer"). This Amendment No. 2 also constitutes Amendment No. 1 to the Schedule
13D, originally filed on December 20, 2000 by Purchaser and Bodycote.
Capitalized terms used, and not otherwise defined, herein have the meanings
assigned thereto in the Schedule TO.
ITEMS 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO, which incorporate the
information contained in the Offer to Purchase by reference, are hereby amended
as follows:
The Offer expired at 12:00 midnight, New York City time, on Wednesday,
January 17, 2001. Pursuant to the Offer, based upon a report from the Depositary
for the Offer, Purchaser accepted for payment 5,509,750 Shares (including
305,951 Shares subject to guaranteed delivery), representing approximately 97.3%
of the outstanding Shares. Bodycote issued a press release, dated January 18,
2001, announcing the closing of the Offer, the full text of which is attached as
an exhibit hereto and incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended by adding thereto the
following:
(a)(11) Press release issued by Bodycote, dated January 18, 2001.
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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.
Date: January 18, 2001 BODYCOTE INTERNATIONAL PLC
By: /s/ David Landless
Name: David Landless
Title: Director
BODYCOTE INVESTMENTS VI, INC.
By: /s/ John D. Hubbard
Name: John D. Hubbard
Title: President
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Exhibit Index
(a)(11) Press release issued by Bodycote, dated January 18, 2001.
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