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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
Bryan Steam Corporation
(Name of Registrant as Specified In Its Charter)
Bryan Steam Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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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:*
4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] 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:
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The annual meeting of shareholders of Bryan Steam Corporation will
be held at the Inn at Loretto, Santa Fe, New Mexico, on Thursday,
October 5, 1995 at 10:00 a.m. (local time) for the following purposes:
(1) to elect seven Directors for the ensuing year; and
(2) to act upon such other matters as may properly come before
the meeting.
Shareholders of record as of the close of business on August 31,
1995 will be entitled to vote at the meeting and any adjournment
thereof.
Kurt J. Krauskopf
Secretary
Peru, Indiana; September 15, 1995
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Bryan Steam
Corporation, a New Mexico corporation (the "Company"), the mailing
address of the principal executive offices of which is P.O. Box 27,
Peru, Indiana 46970. This Proxy Statement and the enclosed proxy were
mailed on or about September 15, 1995. The cost of soliciting proxies
will be borne by the Company. A shareholder giving a proxy may revoke
it at any time before it is exercised by giving the proxy holder
written or oral notice of revocation.
Voting at Meeting and Principal Holders of Securities
The Company has outstanding 191,284 shares, all of one class and
each entitled to one vote. Only shareholders of record on the books
of the Company at the close of business on August 31, 1995 will be
entitled to vote at the meeting.
No person to the knowledge of Management is the beneficial owner
of more than 5 percent of the outstanding voting stock of the Company
except as shown in the following table. Each person shown below has
sole voting and investment power with respect to the shares shown in
the table, except as otherwise noted.
<TABLE>
<CAPTION>
Amount Percent
Name and Address of Beneficially of
Beneficial Owner Owned Class
<S> <C> <C>
Ina Mae Bryan Miller 12,199 6.4
R.R. #2
Peru, IN 46970
Robert Miller 12,198 6.4
R.R. #2
Peru, IN 46970
Bryan D. and Sharon L. Herd (1) 17,706 9.3
1224 North Street
Logansport, IN 46947
Marilyn J. and Paul J. Malott (1) 17,723 9.3
1500 Liberty Street
Logansport, IN 46947
Victor L. and Kristine S. Herd (1) 17,690 9.3
4083 S.E. Honey Hill Lane
Stuart, FL 34997
Beverly Jo Bryan (2) 11,591 6.1
<PAGE>
P.O. Box 50-1226
Indianapolis, IN 46250-1226
<FN>
(1) Shares held jointly with rights of survivorship.
(2) Includes 11,191 shares held jointly with children.
</TABLE>
Election of Directors
It is intended that shares represented by the proxies will be
voted (unless otherwise directed) in favor of the election as
Directors of the persons named below. Directors will be elected upon
receipt of the affirmative vote of a majority of the votes
represented, in person or by proxy, at the annual meeting, assuming a
quorum is present. Abstentions and broker non-votes will be counted
for purposes of determining the existence of a quorum but will not be
counted as votes in favor of the election of any director. Each
Director so elected will hold office until the next annual meeting and
until his successor has been elected and qualified. The Board of
Directors has no reason to believe that any nominee will be unwilling
or unable to serve as a Director if elected, but, if any nominee
should become unable or unwilling to serve, proxies will be voted for
a substitute nominee designated by the Board of Directors.
<TABLE>
<CAPTION>
Shares
Beneficially
Owned as of
Principal Operation and Director August 31, Percent
Name Age Prior Business Experience Since 1995 of Class
<S> <C> <C> <C> <C> <C>
Harold V. Koch (1),(2) 73 Chairman of the Board since 1954 5,168 2.7
prior to 1990
Albert J. Bishop (1),(3) 64 President and General Manager of 1986 2,380 1.2
the Company since prior to 1990
G. N. Summers (4) 64 Owner of Insurance Agency since 1976 13 Less
prior to 1990 than 1%
Jack B. Jackson 66 Retired in 1993; theretofore bank 1979 30 Less
Chairman, Peru office, First of than 1%
America Bank - Central Indiana
since 1992; theretofore Chairman,
President and CEO of First of America
Bank - Wabash Valley (Formerly
<PAGE>
Wabash Valley Bank & Trust Company)
since prior to 1990
James R. Lockhart, Jr. (4) 41 Vice President of Sales, Firestone 1985 3,085 1.6%
Building Products Company since
June 1992; theretofore, Management
and Marketing Consultant since 1991;
theretofore National Sales Manager,
Firestone Building Products Company
since prior to 1990
Bryan D. Herd 52 Owner and President of Furniture 1991 17,706 9.3%
and Decorating business since prior
to 1990
H. Jesse McVay 55 Vice President of Operations of 1994 171 Less
the Company since January 1993; than 1%
theretofore Sales Manager
of the Company since prior to 1990
All Directors and Officers as a group (9 persons) 28,668 15%
<FN>
(1) Member of Executive Committee.
(2) Includes 5 shares held directly by Mr. Koch's spouse and 5,163
shares held jointly with his spouse.
(3) Includes 501 shares held directly by Mr. Bishop's spouse and
1,879 shares held jointly with his spouse.
(4) The Company paid approximately $571,000 in fiscal year 1995 to
cover premiums for various property, casualty, and workers'
compensation insurance policies on which Mr. Summers' insurance
agency received commission.
(5) Includes 3,060 shares held by Mr. Lockhart's spouse.
</TABLE>
Meetings and Committees
The Board of Directors held four meetings during the fiscal year
ended June 30, 1995. The Board of Directors has no standing audit,
nominating or compensation committees, nor does it have any other
committee performing such functions. All of the directors, except Mr.
Summers and Mr. Lockhart, attended all four meetings. Mr. Summers was
present for three meetings and Mr. Lockhart attended two meetings.
Executive Officers
<PAGE>
Harold V. Koch, Albert J. Bishop, and H. Jesse McVay are
Directors and Executive Officers of the Company. Kurt Krauskopf has
been Secretary of the Company since January 1991 and was Treasurer of
the Company from October 1984 to December 1992. Paul D. Donaldson has
been Treasurer of the Company since January 1993.
Other Business
The proxies give discretionary authority to the proxy holders to
act in accordance with their judgement on other matters which may be
presented, and that is their intention. As of September 15, 1995, the
Board of Directors was not aware that any matters not referred to in
the form of proxy would be presented.
Remuneration of Management
The following table shows the compensation paid by the Company
for the services of Albert J. Bishop, the Company's chief executive
officer and the only executive officer whose case compensation
exceeded $100,000 during its fiscal year ended June 30, 1995. Non-
monetary compensation of the chief executive officer did not exceed
10% of his aggregate cash compensation for the year.
Name and Annual Compensation
--------------------------
Principal Position Year Salary Bonus
------------------ ---- ------ ------
Albert J. Bishop, 1995 $96,600 $21,462
President 1994 $89,400 $31,960
1993 $82,200 $18,775
Remuneration of Directors
Each non-employee director is paid $500 for each meeting of the
Board of Directors, whether or not he attends.
Section 16 Reporting
During the fiscal year ended June 30, 1995, all filing
requirements applicable to its officers, directors and greater than
10% beneficial owners with respect to Section 16(a) of the 1934 Act
were complied with.
Relationship with Independent Public Accountants
The Management has selected Cassen Company, LLC, Certified Public
Accountants, as its principal accountant for the current year. Cassen
Company, LLC acted as the principal accountant for the fiscal year
most recently completed. Representatives of Cassen Company, LLC are
<PAGE>
not expected to be present at the shareholders' meeting. Accordingly,
such accountants will not have an opportunity to make a statement if
they desire to do so and will not be available to respond to
appropriate questions.
Shareholder Proposals
Proposals of shareholders intended to be presented at the next
annual meeting to be held in October, 1996, must be received by the
Company at its principal offices for inclusion in the Proxy Statement
and Proxy relating to that meeting no later than one hundred twenty
days in advance of September 15, 1996.
Annual Report
The Annual Report of the Company for its fiscal year ended June
30, 1995 is being mailed to all shareholders with this Proxy
Statement. The Annual Report is not a part of the proxy soliciting
materials.
September 15, 1995
By Order of the Board of Directors
Kurt J. Krauskopf, Secretary
<PAGE>
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 5, 1995
The undersigned hereby appoints as his proxies, with power of
substitution, HAROLD V. KOCH and ALBERT J. BISHOP, or either of them,
to vote the shares of the undersigned in BRYAN STEAM CORPORATION at
the Annual Meeting of its shareholders to be held on October 5, 1995,
and at any adjournment of such meeting, on all matters set forth in
the Notice of Annual Meeting of Shareholders and Proxy Statement dated
September 15, 1995, a copy of which, along with the Annual Report, has
been received by the undersigned, as follows:
(1) Election of Directors
H. Koch, A. Bishop, H. J. McVay, G.
Summers, J. Jackson, J. Lockhart, Jr.,
B. Herd
(a) For all nominees listed above [ ]
(b) To withhold authority for an individual nominee,
check this box and list name on line below [ ]
____________________________________________________________
(2) In their discretion on any other matter or matters which may
properly come before such meeting or any adjournment
thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION
ABOVE. IN THE ABSENCE OF SUCH INDICATION THIS PROXY WILL BE VOTED FOR
THE ELECTION OF THE NOMINEES IDENTIFIED IN THE PROXY STATEMENT. IF
ANY NOMINEE SHOULD BE UNABLE TO SERVE, THIS PROXY WILL BE VOTED FOR A
SUBSTITUTE NOMINEE SELECTED BY THE BOARD OF DIRECTORS. THIS PROXY
SHOULD BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY TO
THE COMPANY. PERSONS SIGNING IN A FIDUCIARY CAPACITY SHOULD SO
INDICATE.
Date ___________________, 1995
____________________________________________________________
(Signature of Shareholder)
____________________________________________________________
(Address of Shareholder)
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE CORPORATION
