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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. 3)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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. 3. 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 28, 1998, Purchaser issued a press release
on PR Newswire announcing the extension of the tender offer until
12:00 midnight, New York City time, on Wednesday, November 4,
1998. A copy of press release is included as Exhibit (a)(9)
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:
(a)(9) Press Release dated October 28, 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 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 initial tender period for the offer to purchase,
dated September 29, 1998, expires October 28, 1998. As of 12:00
midnight on October 27, approximately 158,604 shares,
constituting approximately 82.9% of Bryan Steam's outstanding
common stock had been tendered. The offer remains subject to the
conditions previously announced.
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.
