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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. 5)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
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. 5. 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 10. ADDITIONAL INFORMATION.
Item 10(c) of the Statement is hereby amended and
supplemented by adding thereto the following:
On October 30, 1998, MacKenzie Partners Inc., the
Information Agent for the tender offer, distributed a letter to
holders who had not tendered their Shares as of the close of
business on October 28, 1998. A copy of the letter is included as
Exhibit (f)(2) 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)(2) Letter to Shareholders.
2
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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 30, 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
- ------- ------------
(f)(2) Letter to Shareholders.
4
Dear Bryan Steam Stockholder:
Your tender had not been received as of the close of business on
October 28, 1998, the original expiration of the cash tender
offer for all outstanding shares of Bryan Steam Corporation.
The offer has been extended and will now expire at midnight, New
York City time, on Wednesday, November 4, 1998, unless further
extended. If you wish to tender your shares and receive $152.00
net per share, you should complete the enclosed duplicate Letter
of Transmittal and submit it with your stock certificate in the
return envelope provided prior to November 4th. If you wish to
participate in the offer but cannot locate your certificate, you
should complete the enclosed affidavit and submit it with the
completed Letter of Transmittal.
IF YOU HAVE ALREADY TENDERED YOUR SHARES, PLEASE
DISREGARD THIS NOTICE.
If you have any questions regarding the offer or need help in
completing any of the paperwork, please call MacKenzie Partners,
Inc. at (800) 322-2885 (toll-free) or collect at (212) 929-5500.
If you do not wish to tender your shares at this time, you do not
need to take any action.
