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Burnham Reaches Agreement To Acquire Bryan Steam

24 September 1998

Burnham Reaches Agreement To Acquire Bryan Steam

    PERU, Ind., Sept. 23 -- Burnham Corporation
(OTC Bulletin Board: BURCA) and Bryan Steam Corporation announced today that
they have entered into a merger agreement pursuant to which Burnham will
acquire all of the outstanding common stock of Bryan Steam for $152.00 per
share in cash. Including transaction expenses of Bryan and certain other
amounts that Burnham has agreed to pay, the total value of the transaction is
approximately $30.4 million.  Bryan's Board of Directors unanimously approved
the transaction after a competitive auction process. The acquisition has the
strong support of Bryan's management.
    In accordance with the merger agreement, a wholly owned subsidiary of
Burnham will make a cash tender offer, which is expected to commence on
September 30, 1998, for all outstanding shares of Bryan at $152.00 per share.
Any shares not purchased in the tender offer will be acquired in a second-step
merger for $152.00 per share in cash.  The transaction is subject to customary
closing conditions and regulatory approval.
    Ten stockholders of Bryan Steam Corporation owning 55.6% of Bryan's
outstanding common stock in the aggregate have irrevocably agreed to tender
their shares to Burnham in the tender offer and have also granted Burnham an
exclusive proxy to vote their shares in favor of the merger.
    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.  Burnham's philosophy is to provide the
safest, most reliable products that are the best values available in the
marketplace.
    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.  Bryan shares Burnham's philosophy of
safety, reliability and value for its products.
    After the acquisition, Bryan will operate as a wholly owned subsidiary of
Burnham.  Jesse McVay, currently President of Bryan, will remain as President
of Bryan and will become part of Burnham's senior management.  Bryan's
products will continue to be manufactured at its plants and will be marketed
exclusively under the Bryan label through its existing network of independent
manufacturers' representatives.
    The addition of Bryan will allow Burnham to participate in the domestic
watertube boiler market to complement its position in the firetube and cast-
iron boiler markets and to develop an international market for the watertube
product.  As a result of this acquisition, Burnham will be more competitive in
the commercial and industrial hydronics market and Bryan will have access to
the resources it needs for continued growth.