EMPLOYMENT AGREEMENT Gregory A. Minard This Agreement, is made and dated as of April 1, 1998, by and between Bryan Steam Corporation, a New Mexico corporation ("Employer"), and Gregory A. Minard, a resident of Miami County, Indiana ("Employee")....Employment Agreement • September 29th, 1998 • Bryan Steam Corp • Fabricated plate work (boiler shops) • Indiana
AGREEMENT AND PLAN OF MERGER dated as of September 23, 1998 by and among BURNHAM CORPORATION, BURNHAM ACQUISITION CORPORATIONAgreement and Plan of Merger • September 28th, 1998 • Bryan Steam Corp • Fabricated plate work (boiler shops) • Indiana
Stockholders' Agreement In order to induce Burnham Corporation, a New York corporation ("Buyer"), to execute and deliver the Agreement and Plan of Merger dated as of the date hereof (as the same may hereafter be amended, the "Merger Agreement") among...Stockholders' Agreement • September 29th, 1998 • Bryan Steam Corp • Fabricated plate work (boiler shops) • Indiana
AGREEMENT AND PLAN OF MERGER dated as of September 23, 1998 by and among BURNHAM CORPORATION, BURNHAM ACQUISITION CORPORATIONAgreement and Plan of Merger • September 29th, 1998 • Bryan Steam Corp • Fabricated plate work (boiler shops) • Indiana
March 18, 1998 Mr. Jesse McVay President Bryan Steam Corporation P O Box 27 Peru, Indiana 46970 Dear Mr. McVay: Bryan Steam Corporation ("Bryan" or the "Company" hereby engages Goelzer & Co., Inc. ("Goelzer") to put forth its best efforts to arrange a...Bryan Steam Corp • September 29th, 1998 • Fabricated plate work (boiler shops)
Bryan Steam Corporation ("Bryan" or the "Company" hereby engages Goelzer & Co., Inc. ("Goelzer") to put forth its best efforts to arrange a buyout proposal for up to 100% of the common equity of the Company that is supported by the management of Bryan. For purposes of this agreement, "Management" means a group of the Company's incumbent management employees led by H. Jesse McVay. In the event that Goelzer is successful in consummating a sale, merger, consolidation or transfer to any entity, based on a proposal submitted by Management, of any or all tangible or intangible assets or stock of the Company, Bryan agrees to pay Goelzer a finders fee as a percentage of the net proceeds of such sale or exchange, due at closing, as follows:
LETTERHEAD OF [Goelzer & Co. Inc.] INVESTMENT BANKINGBryan Steam Corp • September 29th, 1998 • Fabricated plate work (boiler shops)
In connection with your consideration of a possible acquisition transaction with Bryan Steam Corporation (the "Company"), you have requested information concerning the Company. As a condition to your being furnished such information, you agree to treat confidentially, in accordance with the provisions of this letter agreement, all "Confidential Material", means all information (in any form or media whatsoever) concerning the Company that the Company, its agents or representatives (including attorneys, accountants and advisors), furnishes (in connection with a possible acquisition transaction to you or your representatives, employees, agents, advisors, lenders, affiliates or representatives of your agents, advisors, lenders or affiliates (all of the foregoing a collectively referred to as "your Representatives"), whether furnished before or after the date of this letter agreement, and all notes, analyses, compilations, studies or other materials, whether in written, printed, electronic,
Bryan Steam Letterhead] September 29, 1998 Dear Stockholder: On behalf of the Board of Directors of Bryan Steam Corporation. ("Bryan"), I am pleased to inform you that on September 23, 1998, Bryan entered into an Agreement and Plan of Merger (the...Bryan Steam Corp • September 29th, 1998 • Fabricated plate work (boiler shops)
On behalf of the Board of Directors of Bryan Steam Corporation. ("Bryan"), I am pleased to inform you that on September 23, 1998, Bryan entered into an Agreement and Plan of Merger (the "Agreement") with Burnham Corporation ("Burnham") and Burnham Acquisition Corporation, a wholly-owned subsidiary of Burnham ("Purchaser"), pursuant to which Purchaser has commenced today a tender offer to purchase all of the outstanding shares of Bryan's common stock (the "Shares"), at a price of $152.00 per Share in cash (the "Tender Offer"). The Tender Offer is currently scheduled to expire at 12:00 midnight, New York City time, on Wednesday, October 28, 1998.
