=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 7)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Bryan Steam Corporation
(Name Of Subject Company)
Burnham Acquisition Corporation
Burnham Corporation
(Bidders)
---------------
COMMON STOCK, PAR VALUE $10.00 PER SHARE
(Title of Class of Securities)
117547 109
(CUSIP Number of Class of Securities)
-----------------------
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
=================================================================
<PAGE>
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. 7. This amendment also amends and supplements 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 November 13, 1998, Purchaser issued a press release
on PR Newswire announcing that it has accepted for payment and
made arrangements to pay for 185,749 shares of common stock of
Bryan Steam Corporation tendered pursuant to its friendly tender
offer for all outstanding shares of Bryan common stock at $152.00
per share, without interest, which expired at 12:00 midnight ,
New York City time, on November 11, 1998. A copy of the press
release is included as Exhibit (a)(11) 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)(11) Press Release dated November 13, 1998.
<PAGE>
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: November 13, 1998
BURNHAM ACQUISITION
CORPORATION
By /s/ Ronald L. Griffith
--------------------------
Name: Ronald L. Griffith
Title: Secretary
BURNHAM CORPORATION
By /s/ Ronald L. Griffith
--------------------------
Name: Ronald L. Griffith
Title: Senior Vice President
3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ------- ------------
(a)(11) Press Release dated November 13, 1998.
4
BURNHAM SUCCESSFULLY COMPLETES TENDER OFFER FOR BRYAN STOCK
LANCASTER, PENNSYLVANIA, November 13, 1998
Burnham Corporation announced today that its wholly
owned subsidiary, Burnham Acquisition Corporation, has accepted
for payment and made arrangements to pay for 185,749 shares of
common stock of Bryan Steam Corporation tendered pursuant to its
friendly tender offer for all outstanding shares of Bryan common
stock at $152.00 per share, without interest, which expired at
12:00 midnight, New York City time, on November 11, 1998. The
shares accepted for payment constitute more than 97% of the
outstanding Bryan common stock. In accordance with the merger
agreement, Bryan will merge with and into Burnham Acquisition
Corporation, which will change its name to "Bryan Steam
Corporation" and each share not previously purchased in the
tender offer (other than shares held by shareholders who exercise
their dissenters' rights) will be converted into the right to
receive $152.00 in cash. It is anticipated that this "short-form"
merger will be consummated within the next thirty days.
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.
