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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 2)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Bryan Steam Corporation
(Name Of Subject Company)
Burnham Acquisition Corporation
Burnham Corporation
(Bidders)
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COMMON STOCK, PAR VALUE $10.00 PER SHARE
(Title of Class of Securities)
117547 109
(CUSIP Number of Class of Securities)
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Albert Morrison III
Burnham Corporation
1241 Harrisburg Avenue
Lancaster, PA 17603
(717) 293-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Bidder)
COPY TO:
Donald A. Stern, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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Burnham Acquisition Corporation ("Purchaser") and Burnham
Corporation ("Parent") hereby amend and supplement their Tender
Offer Statement on Schedule 14D-1 (the "Statement") originally
filed on September 29, 1998, with respect to the offer by Burnham
Acquisition Corporation to purchase all outstanding shares of
Common Stock, par value $10.00 per share (the "Shares"), of Bryan
Steam Corporation, a New Mexico corporation, for a purchase price
of $152.00 per share, net to the seller in cash, without interest
thereon, as set forth in this Amendment No. 2. This amendment
also amends and supplements the Schedule 13D originally filed on
September 29, 1998 by with respect to the Shares. Capitalized
terms not defined herein have the meanings assigned thereto in
the Statement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(c) of the Statement is hereby amended and
supplemented by adding thereto the following:
On October 20, 1998, Purchaser provided MacKenzie Partners
Inc., the Information Agent for the tender offer, with a letter
addressed from Purchaser to the holders of Shares for use in
connection with the tender offer. A copy of letter, which was
distributed to each of the holders, is included as Exhibit (f)(1)
hereto and the information contained therein is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is hereby amended to add the
following exhibit:
(f)(1) Letter to Shareholders dated October 20, 1998.
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SIGNATURE
After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Dated: October 20, 1998
BURNHAM ACQUISITION
CORPORATION
By /s/ Ronald L. Griffith
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Name: Ronald L. Griffith
Title: Secretary
BURNHAM CORPORATION
By /s/ Ronald L. Griffith
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Name: Ronald L. Griffith
Title: Senior Vice President
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ------- ------------
(f)(1) Letter to Shareholders dated October 20, 1998
Exhibit (f)(1)
[Name and address of
Bryan Steam Shareholder]
BURNHAM ACQUISITION CORPORATION
1241 Harrisburg Avenue
Lancaster, PA 17603
IMPORTANT NOTICE TO ALL
SHAREHOLDERS OF BRYAN STEAM CORPORATION
October 20, 1998
Dear Bryan Steam Stockholder,
Recently, we sent you materials concerning an offer to purchase
all of your shares of Bryan Steam Corporation common stock for
$152.00 per share cash.
Since the offer is scheduled to expire on the 28th of October
(unless extended), it is important that you respond as soon as
possible if you wish to take advantage of this opportunity.
In the materials sent to you earlier was included a form 14D-9,
which incorporates the recommendation of the board of directors.
Please note that your board, the directors of Bryan Steam, has
recommended unanimously that all shareholders tender their
shares.
If you would like any information about the offer, have questions
concerning how to tender your shares, or would like to request
an additional copy of the materials, please call MacKenzie
Partners toll-free at (800) 322-2885 or collect at
(212) 929-5500.
Very Truly Yours,
Burnham Acquisition Corporation
