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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. 4)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
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. 4. This amendment also amends and supplements the Schedule
13D (the "Schedule 13D") originally filed on September 29, 1998
with respect to the Shares. Capitalized terms not defined
herein have the meanings assigned thereto in the Statement.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit (a)(9), as previously filed as an Exhibit to
Amendment No. 3, is hereby amended and replaced in its entirety
with the exhibit attached hereto.
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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 28, 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
3
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
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(a)(9) Press Release dated October 28, 1998.
4
BURNHAM EXTENDS TENDER OFFER FOR BRYAN STEAM
LANCASTER, PENNSYLVANIA, October 28, 1998
Burnham Corporation announced today that its
subsidiary, Burnham Acquisition Corporation, has extended its
cash tender offer to purchase all outstanding shares of common
stock of Bryan Steam Corporation until 12:00 midnight, November
4, 1998, unless further extended. The offer remains subject to
the conditions previously announced.
The initial tender period for the offer to purchase,
dated September 29, 1998, expires October 28, 1998. As of 3:00
P.M. on October 28, approximately 174,459 shares, constituting
approximately 91.2% of Bryan Steam's outstanding common stock had
been tendered.
Bryan Steam stockholders who have already tendered
their shares pursuant to the offer to purchase will not be
required to re-tender their shares unless they elect to withdraw
their original tender. Stockholders that tender pursuant to the
offer to purchase have the right to withdraw their shares at any
time prior to acceptance of shares for payment by Burnham.
Burnham has been a leader in the hydronics industry
since producing its first boiler in 1873. Burnham is a major U.S.
manufacturer of boilers, furnaces, radiators and related
equipment, with sales of $174.6 million in its fiscal year ending
December 31, 1997.
Bryan, a domestic manufacturer of watertube boilers,
is located in Peru, Indiana, with subsidiaries in Monticello,
Indiana and San Angelo, Texas. Bryan has been in business since
1916 and has developed a line of watertube boilers that are
unique in the industry. Bryan had sales of $26.3 million in its
fiscal year ending June 30, 1998.
