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), 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:
2) Aggregate number of securities to which transactions 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 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>
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 3, 1996
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 30, 1996
will be entitled to vote at the meeting and any adjournment thereof.
Kurt J. Krauskopf
Secretary
Peru, Indiana; September 13, 1996
<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 13, 1996. 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 30, 1996 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.
Amount Percent
Name and Address of Beneficially of
Beneficial Owner Owned Class
- ------------------------------- ------------- -------
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. Herd1 17,706 9.3
1224 North Street
Logansport, IN 46947
Marilyn J. and Paul J. Malott1 17,723 9.3
1500 Liberty Street
Logansport, IN 46947
Victor L. and Kristine S. Herd1 17,690 9.3
4083 S.E. Honey Hill Lane
Stuart, FL 34997
Beverly Jo Bryan2 11,591 6.1
P. O. Box 50-1226
Indianapolis, IN 46250-1226
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1 Shares held jointly with rights of survivorship.
2 Includes 11,191 shares held jointly with children.
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.
<PAGE>
Election of Directors (Continued)
<TABLE>
<CAPTION>
Shares
Beneficially
Name Principal Operation and Director Owned as of Percent
Age Prior Business Experience Since August 31, of Class
1995
<S> <C> <C> <C> <C> <C> <C>
Albert J. Bishop (1), (3) 65 Retired in June 1996; theretofore, President 1986 2,380 1.2
and General Manager of the Company
since prior to 1991
H. Jesse McVay (6) 56 President of the Company since July 1996; 1994 269 Less than
theretofore, Vice President of Operations of 1%
the Company since January 1993;
theretofore Sales Manager of the Company
since prior to 1991
Harold V. Koch1, (2) 74 Retired in June 1996; theretofore, Chairman 1954 5,168 2.7
of the Board since prior to 1991
G. N. Summers (4) 65 Owner of Insurance Agency since prior to 1976 13 Less than
1991 1%
Jack B. Jackson 67 Retired in 1993; theretofore bank Chairman, 1979 30 Less than
Peru office, First of America Bank - Central 1%
Indiana since 1992; theretofore Chairman,
President and CEO of First of America Bank -
Wabash Valley (Formerly Wabash Valley Bank &
Trust Company) since prior to 1991
James R. Lockhart, Jr. (5) 42 Vice President of Sales, Firestone Building 1985 3,085 1.6%
Products Company since June 1992;
theretofore, Management and Marketing
Consultant since 1991; theretofore National
Sales Manager, Firestone Building Products
Company since prior to 1991
Bryan D. Herd 53 Design consultant, Partridge Home 1991 17,706 9.3%
Furnishings since 1996; theretofore owner
and President of Furniture and Decorating
business since prior to 1991
All Directors and Officers as a group (9 persons) 28,676 14.3%
</TABLE>
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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. 3Includes 501 shares held directly by Mr. Bishop's
spouse and 1,879 shares held jointly with his spouse.
4 The Company paid approximately $554,000 in fiscal year 1996 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.
6 Shares held jointly with spouse.
<PAGE>
Meetings and Committees
The Board of Directors held four meetings during the fiscal year ended June
30, 1996. 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. Koch, Mr. Herd and Mr. Lockhart,
attended all four meetings. Mr. Koch and Mr. Herd were present for three
meetings and Mr. Lockhart attended one meeting.
Executive Officers
Albert J. Bishop, and H. Jesse McVay are Directors and Executive
Officers of the Company. Kurt J. 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 13, 1996, 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 annual compensation exceeded $100,000 during its fiscal
year ended June 30, 1996. Non-monetary compensation of the chief executive
officer did not exceed 10% of his aggregate cash compensation for the year.
Annual Compensation
Name and -------------------------
Principal Position Year Salary Bonus
- -------------------------- ---- -------- -------
Albert J. Bishop, 1996 $103,600 $57,814
President
1995 $96,600 $21,462
1994 $89,400 $31,960
<PAGE>
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(a) Beneficial Ownership Reporting Compliance
During the fiscal year ended June 30, 1996, 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 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, 1997, 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,
1997.
Annual Report
The Annual Report of the Company for its fiscal year ended June 30,
1996 is being mailed to all shareholders with this Proxy Statement. The Annual
Report is not a part of the proxy soliciting materials.
September 13, 1996
By Order of the Board of Directors
Kurt J. Krauskopf, Secretary
<PAGE>
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 3, 1996
The undersigned hereby appoints as his proxies, with power of substitution,
ALBERT J. BISHOP and H. JESSE MCVAY, 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 3, 1996, 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 13, 1996, 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 , 1996
- --------------------------------------------------------------------------------
(Signature of Shareholder)
- --------------------------------------------------------------------------------
(Address of Shareholder)
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE CORPORATION
