<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- - --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 14a-11(c) or 14a-12
Bird Corporation
(Name of Registrant as Specified In Its Charter)
Bird Corporation
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11:1
4) Proposed maximum aggregate value of transaction:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- - --------------------------------------------------------------------------------
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
[Bird Corporation logo]
JOSEPH D. VECCHIOLLA
Chairman of the Board
Chief Executive Officer
April 21, 1995
To Our Stockholders:
You are cordially invited to attend the annual meeting of stockholders of
Bird Corporation to be held on Thursday, May 25, 1995, at 10:00 a.m. in the East
Room of the Holiday Inn, 55 Ariadne Road (at the junction of Route 1 South and
Route 128), Dedham, Massachusetts. Coffee will be available at the meeting site
beginning at 9:30 A.M.
The Proxy Statement that accompanies this letter describes the matters that
will be presented at the meeting. I hope that you will be able to attend.
Regardless of the number of shares of common stock you may own, it is
important that they be voted at the meeting. THEREFORE YOU ARE URGED TO VOTE,
SIGN, DATE, AND MAIL THE ENCLOSED PROXY PROMPTLY, whether or not you plan to
attend the meeting in person.
Thank you for giving these materials your careful consideration.
Sincerely,
JOSEPH D. VECCHIOLLA
Chairman of the Board and
Chief Executive Officer
BIRD CORPORATION, 980 WASHINGTON STREET, SUITE 120, DEDHAM, MA 02026, TELEPHONE
(617) 461-1414
<PAGE> 3
BIRD CORPORATION
980 WASHINGTON STREET, SUITE 120
DEDHAM, MA 02026
(617) 461-1414
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 1995
Notice is hereby given that the annual meeting of stockholders of Bird
Corporation (the "Company") will be held on Thursday, May 25, 1995 at 10:00 a.m.
in the East Room of the Holiday Inn, 55 Ariadne Road (at the junction of Route 1
South and Route 128), Dedham, Massachusetts 02026, to consider and act upon the
election of three directors to the class of directors whose term expires in 1998
and to consider and act upon such other business as may properly come before the
meeting.
Reference is hereby made to the accompanying Proxy Statement for more
complete information concerning the matters to be acted upon at the meeting.
Holders of record of the common stock, par value $1 ("Common Stock"), of
the Company at the close of business on March 31, 1995 (the "Record Date") are
entitled to vote at the annual meeting and any adjournment thereof. All
stockholders are invited to attend the meeting in person.
HOLDERS OF RECORD OF COMMON STOCK AS OF THE RECORD DATE ARE URGED TO VOTE,
SIGN, DATE, AND RETURN THEIR PROXIES IN THE ENCLOSED ENVELOPE. NO POSTAGE NEED
BE AFFIXED IF MAILED IN THE UNITED STATES. HOLDERS OF RECORD OF THE COMMON STOCK
AS OF THE RECORD DATE WHO DO ATTEND THE MEETING AND WISH TO VOTE IN PERSON MAY
REVOKE THEIR PROXIES.
By order of the Board of Directors,
Frank S. Anthony
Clerk
April 21, 1995
<PAGE> 4
BIRD CORPORATION
980 WASHINGTON STREET, SUITE 120
DEDHAM, MA 02026
(617) 461-1414
------------------------
PROXY STATEMENT FOR
1995 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
MAY 25, 1995
This Proxy Statement is being furnished to stockholders of Bird Corporation
(the "Company"), a Massachusetts corporation, in connection with the
solicitation by the Company's Board of Directors of proxies to be voted at the
Company's 1995 annual meeting of stockholders, and at any adjournment thereof.
The annual meeting is to be held on Thursday, May 25, 1995, at 10:00 a.m. in the
East Room of the Holiday Inn, 55 Ariadne Road (at the junction of Route 1 South
and Route 128), Dedham, Massachusetts.
SOLICITATION OF PROXIES
This Proxy Statement and the enclosed form of proxy are first being mailed
or otherwise furnished to stockholders of the Company on or about April 21,
1995. Proxies may be solicited by directors, officers, or employees of the
Company by mail, telephone, in person, or otherwise. No such person will receive
additional compensation for such solicitation. In addition, the Company will
request banks, brokers, and other custodians, nominees, and fiduciaries to
forward proxy material to the beneficial owners of Common Stock and obtain
voting instructions from such beneficial owners. The Company will reimburse such
firms for their reasonable expenses in forwarding proxy materials and obtaining
voting instructions.
VOTING AND RECORD DATE
The Board of Directors has fixed March 31, 1995 as the record date (the
"Record Date") for determining holders of Common Stock of the Company entitled
to receive notice of and to vote at the annual meeting. At the Record Date,
there were issued and outstanding 4,105,725 shares of Common Stock, each of
which entitles the holder to one vote on each matter submitted to a vote at the
meeting.
The accompanying proxy card is intended to permit a holder of Common Stock
of record on the Record Date to vote at the annual meeting in the election of
directors and on such other matters as may come before the meeting, whether or
not that stockholder attends the meeting. If the proxy card of a holder of
Common Stock is duly executed and returned, the shares represented thereby will
be voted in accordance with the voting instructions given on the proxy by the
stockholder. If no such voting instructions are given on a proxy card, the
shares represented by that proxy card will be voted for the election as
directors of the nominees named herein and in accordance with the
recommendations of the Board of Directors on any other matters which may come
before the meeting. Holders of Common Stock may revoke their proxies at any time
prior to any vote at the annual meeting by written notice to the Clerk of the
Company at or before the meeting, by submission of a duly executed proxy card
bearing a later date, or by voting in person by ballot at the meeting.
The presence at the annual meeting, in person or by proxy, of the holders
of a majority of the shares of Common Stock outstanding on the Record Date will
constitute a quorum. The affirmative vote of the holders of a plurality of the
shares which are present in person or represented by proxy at the annual meeting
is required to elect directors.
<PAGE> 5
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTORS AND DIRECTORS CONTINUING IN OFFICE
The By-Laws of the Company provide for a Board consisting of such number of
directors, not less than five nor more than 18, as shall be fixed from time to
time by the Board. The Board is divided into three classes, with each class to
hold office for a term of three years and the term of office of one class to
expire each year. The Board has fixed the number of directors to constitute the
full Board of Directors for the ensuing year at eight, three of whom are to be
elected at this year's annual meeting, two of whom are directors whose terms
expire at the 1996 annual meeting, and three of whom are directors whose terms
expire at the 1997 annual meeting.
The Board has nominated Charles S. Bird, III, Richard C. Maloof, and Loren
R. Watts for election to the class of directors whose term will expire in 1998.
Each of the nominees is currently serving as a director in the class whose term
expires this year. Messrs. Bird and Watts have previously been elected by the
stockholders, and Mr. Maloof was elected by the Board of Directors on December
1, 1994.
At its meeting on April 4, 1995, the Board adopted as a criterion for
nomination of members of the Board the understanding that no person would be
nominated who would be age 72 or older at or shortly after the time his election
became effective. Accordingly, Robert L. Cooper, who is a director in the class
whose term expires at this year's annual meeting, was not nominated for
re-election. It is expected that pursuant to this criterion, John T. Dunlop and
Guy W. Fiske will not be nominated for re-election when their terms expire in
1996 and Robert P. Bass, Jr. and Francis J. Dunleavy will not be nominated for
re-election when their terms expire in 1997.
Shares represented by proxies will be voted for the election as directors
of the foregoing three nominees unless otherwise specified in the proxy. If any
of the nominees for election to the Board of Directors should, for any reason
not now anticipated, not be available to serve as such, proxies will be voted
for such other candidate as may be designated by the Board of Directors unless
the Board reduces the number of directors. The Board of Directors has no reason
to believe that either nominee will be unable to serve if elected.
Stockholder nominations for directorships to be filled at the 1996 annual
meeting which are received by the Chairman of the Board no later than December
23, 1995 will be referred to the Nominating Committee for consideration.
The table below sets forth certain information with respect to the nominees
for election to the Board of Directors and those directors whose terms of office
will continue after the meeting.
<TABLE>
<CAPTION>
EXPIRATION
OF PRESENT
FIRST OR PROPOSED
PRINCIPAL OCCUPATION AND ELECTED TERM OF
NAME AND AGE OTHER BUSINESS AFFILIATIONS(1) DIRECTOR(2) OFFICE
------------ ------------------------------ ----------- -----------
<S> <C> <C> <C>
Robert P. Bass, Jr.,
71(3) Attorney, Counsel to Cleveland, Waters and Bass, 1961 1997
P.A., Concord, NH; Director of Bank of New
Hampshire Corp., Manchester, NH
Charles S. Bird, III,
70(3) Trustee of family trusts 1962 1998
Francis J. Dunleavy, 80 Retired Vice Chairman of ITT Corporation; 1982 1997
formerly President, Chief Operating Officer and
Member of Executive Committee of ITT Corporation;
Director of AEL Industries, Inc., Crown Cork &
Seal Company, Inc., Quaker Chemical Corporation,
Scan-Graphics, Inc., and Selas Corp. of America
John T. Dunlop, 80 The Lamont University Professor, Emeritus of 1984 1996
Harvard University, Cambridge, MA; formerly
Secretary of the U.S. Department of Labor
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
EXPIRATION
OF PRESENT
FIRST OR PROPOSED
PRINCIPAL OCCUPATION AND ELECTED TERM OF
NAME AND AGE OTHER BUSINESS AFFILIATIONS(1) DIRECTOR(2) OFFICE
------------ ------------------------------ ----------- -----------
<S> <C> <C> <C>
Guy W. Fiske, 70 Chairman of the Board of Directors of the Company 1984 1996
from May 1994 to April 1995; Chairman and
President, Fiske Associates, Inc., Hobe Sound,
FL, (private investment firm); formerly Executive
Vice President and Director of General Dynamics
Corporation, Undersecretary of the U.S.
Department of Energy, and Deputy Secretary of the
U.S. Department of Commerce; Director, Graphic
Controls Corporation, Buffalo, NY, and Vice
Chairman, Educational Publishing Corporation of
Oak Lawn, IL
Richard C. Maloof, 50 President and Chief Operating Officer of the 1994 1998
Company since April, 1995; Vice President and
Chief Operating Officer of the Company from April
1994 to April 1995; Vice President and President,
Roofing and Distribution Groups of the Company
for more than five years prior thereto
Joseph D. Vecchiolla, 39 Chairman of the Board of Directors and Chief 1993 1997
Executive Officer of the Company since April
1995; President and Chief Executive Officer of
the Company from January 1994 to April 1995;
President, Chief Operating Officer, Chief
Financial Officer, and Acting Chief Executive
Officer of the Company from November 1993 to
January 1994; Vice President and Chief Financial
Officer of the Company from June 1993 to November
1993; formerly Vice President and Chief Financial
Officer of Horizon Cellular Telephone Company,
Malvern, PA, and Executive Vice President of
Educational Publishing Corporation of Oak Lawn,
IL
Loren R. Watts, 60 Retired Managing Partner, Management Consulting 1991 1998
Services, Coopers & Lybrand (certified public
accountants)
</TABLE>
- - ---------------
(1) Includes business experience during past five years.
(2) At the 1990 annual meeting, the stockholders approved a reorganization
pursuant to which the then stockholders of Bird Incorporated became
stockholders of Bird Corporation, a newly organized Massachusetts
corporation, and Bird Incorporated became a wholly owned subsidiary of Bird
Corporation. This column indicates the date as of which a person was first
elected a director of the Company or of Bird Incorporated.
(3) Robert P. Bass, Jr. and Charles S. Bird, III are first cousins.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1994 the Board of Directors held 15
meetings. Each of the directors attended more than 75% of the aggregate of Board
meetings and meetings of committees of the Board of which he is a member.
The Audit Committee, which consisted during 1994 of Loren R. Watts
(Chairman), Robert L. Cooper, and John T. Dunlop, meets periodically with the
Company's independent accountants to review the scope of the annual audit, to
discuss the adequacy of internal accounting controls and procedures, and to
perform general oversight with respect to the accounting principles applied in
the financial reporting of the Company. The Audit Committee also meets with the
Company's internal auditor and reviews the scope of the internal audit plan and
the results of audits performed thereunder. The Audit Committee held two
meetings during 1994.
The function of the Stock Option, Compensation, and Organizational
Development Committee (the "Compensation Committee") is to administer the
Company's stock option plans, to recommend to the full Board of Directors the
amount, character, and method of payment of compensation of all executive
officers
3
<PAGE> 7
and certain other key employees of the Company, and to provide for
organizational development and succession planning. The Committee consisted of
Robert P. Bass, Jr. (Chairman), Charles S. Bird, III, Francis J. Dunleavy, and
John T. Dunlop during 1994. The Compensation Committee held three meetings in
1994.
During 1994, the Strategic Planning Committee of the Board was formed to
focus its attention on the Company's efforts to attract a purchaser of the
Company's stock or assets and to make appropriate recommendations or reports to
the full Board regarding the process. This Committee consisted of Robert P.
Bass, Jr., Guy W. Fiske, and Joseph D. Vecchiolla and met, in person or
telephonically, many times during the year.
The Company also has a Nominating Committee which, during 1994, consisted
of Francis J. Dunleavy (Chairman), Robert P. Bass, Jr., Guy W. Fiske, and Joseph
D. Vecchiolla (ex officio). The Nominating Committee makes recommendations to
and otherwise assists the Board in connection with finding, evaluating, and
nominating directors of the Company. The Nominating Committee held one meeting
during 1994.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table lists the stockholders known to management to be the
beneficial owners of more than 5% of the outstanding Common Stock as of March 1,
1995 (except as otherwise noted).
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ------------------ --------
<S> <C> <C>
The Entwistle Company........................... 546,139 shares(1) 13.3%
Bigelow Street
Hudson, MA 01749
FMR Corp........................................ 418,693 shares(2) 9.8%
Edward C. Johnson 3d
82 Devonshire Street
Boston, MA 02109
Mellon Bank Corporation and its Subsidiaries.... 318,000 shares(3)(4) 7.7%
One Mellon Bank Center
Pittsburgh, PA 15258
Charles S. Bird, III............................ 305,458 shares(4) 7.4%
13 Proctor Street
Manchester, MA 01944
Estate of George J. Haufler..................... 300,927 shares(5) 7.3%
1266 Round Hill Road
Bryn Mawr, PA 19010
Quest Advisory Corp............................. 278,800 shares(6) 6.8%
Quest Management Company
Charles M. Royce
1414 Avenue of the Americas
New York, NY 10019
Dimensional Fund Advisors Inc................... 225,500 shares(7) 5.5%
1299 Ocean Avenue,
11th Floor
Santa Monica, CA 90401
</TABLE>
- - ---------------
(1) Based on information contained in an amended Schedule 13D filed with the
Securities and Exchange Commission (the "SEC") on April 1, 1987. The
Schedule 13D reports that The Entwistle Company had sole voting and
dispositive power with respect to all shares, including 8,539 shares it had
the right to acquire upon conversion of the Company's Preference Stock.
(2) Based on information contained in a Schedule 13G amended through February
13, 1995 filed with the SEC. The Schedule 13G reports that FMR Corp. had
sole voting power with respect to 29,600 shares and that FMR Corp. and
Edward C. Johnson 3d (who, with other family members, forms a controlling
group with respect to FMR Corp.) each had sole dispositive power with
respect to 418,693 shares, 389,093 of which (including 169,167 shares which
may be acquired upon conversion of the Company's Preference
4
<PAGE> 8
Stock) are owned by investment companies for which a subsidiary of FMR
Corp. acts as investment advisor.
(3) Based on information contained in a Schedule 13G amended through March 20,
1995 filed with the SEC. The Schedule 13G reports that Mellon Bank
Corporation and its Subsidiaries, including Boston Safe Deposit and Trust
Company, had shared voting power with respect to 318,000 shares, sole
dispositive power with respect to 23,000 shares, and shared dispositive
power with respect to 295,000 shares, including the 274,929 shares referred
to in footnote (4), below.
(4) Includes 274,929 shares held in a trust of which Boston Safe Deposit and
Trust Company and Charles S. Bird, III are co-trustees, with shared voting
and dispositive power. See footnote (3) to the table below.
(5) Based on information contained in a Schedule 13D amended through July 7,
1994. Mr. Haufler's Estate had sole voting and dispositive power with
respect to all shares, including 10,113 shares which may be acquired upon
conversion of the Company's Preference Stock.
(6) Based on information contained in a Schedule 13G amended through February
10, 1995 filed with the SEC. The Schedule 13G reports that Quest Advisory
Corp. had sole voting and dispositive power with respect to 263,900 shares
and Quest Management Company had sole voting and dispositive power with
respect to 14,900 shares.
(7) Based on information contained in a Schedule 13G amended through January 30,
1995 filed with the SEC. The Schedule 13G reports that Dimensional Fund
Advisors Inc. ("Dimensional") had beneficial ownership of 225,500 shares
held in certain entities as to which Dimensional serves as investment
manager, that it had sole voting power with respect to 154,900 shares and
sole dispositive power with respect to 225,500 shares, and that persons who
are officers of Dimensional had voting power in their capacities as
officers of such entities with respect to 70,600 additional shares.
The table below sets forth information provided by the individuals named
therein as to the amount of the Company's Common Stock beneficially owned by the
directors, nominees for director, and executive officers of the Company,
individually, and the directors, nominees, and executive officers as a group,
all as of March 1, 1995 except as otherwise noted. Unless otherwise indicated in
the footnotes, each of the named persons and members of the group had sole
voting and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED SHARES SUBJECT
(EXCLUDING STOCK TO PERCENT
NAME OPTIONS) STOCK OPTIONS(1) TOTAL OF CLASS
---- ---------------------- ---------------- ----- --------
<S> <C> <C> <C> <C>
Robert P. Bass, Jr........................ 48,586(2) 15,000 63,586 1.5%
Charles S. Bird, III...................... 292,858(3) 12,500 305,358 7.4%
Robert L. Cooper.......................... 3,690 22,050 25,740 *
Francis J. Dunleavy....................... 1,000(4) 20,000 21,000 *
John T. Dunlop............................ 2,000(5) 17,500 19,500 *
Guy W. Fiske.............................. 6,000 20,000 26,000 *
Joseph D. Vecchiolla...................... 1,200(6) 150,000 151,200 3.6%
Loren R. Watts............................ 1,000 7,500 8,500 *
Frank S. Anthony.......................... 31,474(7) 36,000 67,474 1.6%
Joseph M. Grigelevich, Jr................. 4,779(8) 24,000 28,779 *
William C. Kinsey......................... 22,863(9) 38,000 60,863 1.5%
Richard C. Maloof......................... 37,119(10) 72,500 109,619 2.6%
All directors, nominees, and officers as a
group (12 persons)...................... 452,569(11) 435,050 887,619 19.5%
</TABLE>
- - ---------------
* Less than 1% of the outstanding Common Stock.
(1) Represents shares which the individual has a right to acquire by exercise
of stock options exercisable on March 1, 1995 or within 60 days thereafter.
As a result of the sale of the Company's vinyl business located at
Bardstown, Kentucky to Jannock, Inc. on March 8, 1995 (the "Vinyl Sale"),
the vesting schedules of unvested options held by all executive officers
were accelerated, and such holders became
5
<PAGE> 9
entitled to exercise such options or, in certain cases in lieu of such
exercise, cash out some or all of such options. Options held by any
non-employee director which were not vested at the time of the Vinyl Sale
may, if such director is terminated, be exercised in full.
(2) Includes 16,000 shares as to which Mr. Bass shares voting and investment
power and 2,696 shares which may be acquired upon conversion of the
Company's Preference Stock.
(3) Includes 274,929 shares as to which Mr. Bird shares voting and investment
power (see table on page 4) and 3,595 shares which may be acquired upon
conversion of Preference Stock. Does not include 100 shares owned by his
wife, as to which he disclaims beneficial ownership.
(4) Does not include ten shares owned by a child of Mr. Dunleavy, as to which
he disclaims beneficial ownership.
(5) Represents shares as to which Mr. Dunlop shares voting and investment
power.
(6) Represents 1,200 shares allocated to his account under the Savings Plan as
of December 31, 1994.
(7) Includes 5,700 shares held pursuant to the Company's Long Term Incentive
Compensation Plan (the "LTIP") which became distributable to Mr. Anthony as
a result of the Vinyl Sale and as to which he therefore has voting and
investment power, and 1,898 shares allocated to his account under the
Company's Employees Savings and Profit Sharing Plan (the "Savings Plan") as
of December 31, 1994.
(8) Includes 45 shares which may be acquired upon conversion of Preference
Stock and 4,534 shares allocated to his account under the Savings Plan as
of December 31, 1994.
(9) Includes 853 shares which may be acquired upon conversion of Preference
Stock, 5,320 shares held pursuant to the LTIP which are distributable to
Mr. Kinsey, and 2,215 shares allocated to his account under the Savings
Plan as of December 31, 1994.
(10) Includes 9,500 shares held pursuant to the LTIP which are distributable to
Mr. Maloof, 2,107 shares allocated to his account under the Savings Plan as
of December 31, 1994, and 625 shares held jointly with members of his
family.
(11) Includes 293,554 shares as to which persons included in the group have
shared voting and investment power, 7,189 shares which may be acquired upon
conversion of Preference Stock, and 11,954 shares allocated to the accounts
of officers under the Savings Plan as of December 31, 1994.
COMPLIANCE WITH SECTION 16(A) OF SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who hold more than 10% of the
Company's Common Stock to file with the SEC reports of ownership and changes in
ownership of the Company's equity securities. Based on reports received by the
Company and representations of certain reporting persons that no Forms 5 were
required, the Company believes that all filing requirements applicable to its
officers, directors, and greater than 10% beneficial owners with respect to
fiscal year 1994 were complied with.
6
<PAGE> 10
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid
or accrued for services in all capacities to the Company during each of the last
three fiscal years to each person who served as chief executive officer during
1994 and to each of the other four most highly compensated executive officers of
the Company who were serving as such at the end of 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL OTHER ----------------------------- ALL
COMPENSATION ANNUAL RESTRICTED SECURITIES OTHER
NAME AND ------------------- COMPEN- STOCK UNDERLYING STOCK COMPEN-
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($) AWARDS(1) OPTIONS/SARS(#) SATION($)
------------------ ---- --------- -------- --------- --------- ----------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph D. Vecchiolla 1994 229,077 240,000 -- -- 50,000 37,449(3)
President and 1993 91,903 50,000 -- -- 100,000 39,912
Chief Executive
Officer(2)
George J. Haufler 1994 26,040 -- -- -- -- 1,052,316(4)
Former President 1993 336,800 -- 96,638 -- -- 61,709
and Chief 1992 336,800 75,000 132,146 -- 125,000 83,920
Executive Officer(5)
Richard C. Maloof 1994 180,223 45,450 17,992(6) -- 25,000 7,843(3)
Vice President and 1993 161,629 11,300 8,873 -- -- 10,784
Chief Operating 1992 154,808 41,656 13,264 -- 25,000 12,753
Officer(7)
William C. Kinsey 1994 148,000 43,000 10,076(6) -- -- 9,986(3)
Vice President; 1993 138,792 10,000 5,460 -- -- 18,159
President, Bird 1992 130,000 53,500 7,500 -- 25,000 19,834
Vinyl Products
Frank S. Anthony 1994 141,750 30,000 10,795(6) -- -- 8,496(3)
Vice President and 1993 128,350 5,000 5,850 -- -- 11,381
General Counsel 1992 122,000 25,000 8,038 -- 15,000 12,582
Joseph M. Grigelevich, Jr. 1994 96,192 36,700 -- -- 20,000 5,943(3)
Vice President Finance
and Administration
and Treasurer(8)
</TABLE>
- - ---------------
(1) Awards of restricted stock were made in 1988 and 1989 pursuant to the
Company's LTIP to each of the persons named in the table except Mr.
Vecchiolla, who was not then employed by the Company, and Mr. Grigelevich.
The number of restricted shares held as of December 31, 1994 and the market
value of the shares at that date were as follows: Richard C. Maloof, 9,500
shares valued at $81,344; William C. Kinsey, 5,320 shares valued at
$45,553; and Frank S. Anthony, 5,700 shares valued at $48,806. The LTIP
provided that restrictions on shares held for each participant at December
31, 1994 would lapse in June 2003 if the participant remained in the employ
of the Company to that date or earlier in the event of a change in control
of the Company. As a result of the Vinyl Sale on March 8, 1995, the
restrictions on all such shares lapsed on that date.
(2) Mr. Vecchiolla was hired as Vice President and Chief Financial Officer
effective June 1, 1993 and was elected President and Chief Operating
Officer in November 1993. He served as acting Chief Executive Officer
during November and December 1993 and was elected Chief Executive Officer
on January 25, 1994.
(3) Represents contributions by the Company to the Savings Plan or to separate
trusts established by the Company with a bank trustee to which amounts in
excess of those permitted to be contributed to the Savings Plan under
limits imposed by the Internal Revenue Code of 1986 are contributed. Also
includes, in the case of Mr. Vecchiolla, $31,825 representing additional
incentive compensation related to asset sales, the amount of which will be
deducted from any severance payment to which Mr. Vecchiolla may
7
<PAGE> 11
become entitled as a result of the change in control of the Company which
was deemed to have occurred upon consummation of the Vinyl Sale. See
"Employment Contracts and Severance Agreements", below.
(4) This amount consists of (i) a cash severance payment in the amount of
$776,190 which was paid to Mr. Haufler in February 1994 pursuant to the
terms of the employment agreement under which he had been employed as
Chairman, President, and Chief Executive Officer, (ii) the value of 30,000
shares of Common Stock of the Company which were delivered to Mr. Haufler
in July 1994 pursuant to a Settlement Agreement entered into to resolve
certain claims Mr. Haufler made against the Company in connection with the
termination of his employment, and (iii) $6,126 representing the cost to
the Company of continuing to provide coverage to Mr. Haufler under the
Company's group health plan in accordance with the terms of the Settlement
Agreement.
(5) Mr. Haufler resigned as President of the Company in November 1993 and was on
leave of absence as Chairman of the Board and Chief Executive Officer from
then until January 25, 1994, when his employment was terminated.
(6) Represents reimbursement for withholding taxes arising from the lapse of
restrictions on restricted stock held by each officer in accordance with
provisions of the LTIP. Does not include perquisites and other personal
benefits, the cost of which to the Company was below the disclosure
thresholds established by the SEC.
(7) Mr. Maloof was elected Vice President and Chief Operating Officer in April
1994. Prior to that time he served as Vice President and President of the
Company's Roofing and Distribution Groups.
(8) Mr. Grigelevich first became an executive officer of the Company on March
21, 1994. Prior to that time he was Treasurer of the Company.
The following tables provide information concerning grants and exercises of
stock options and stock appreciation rights ("SARs") during 1994 by the
executive officers named in the Summary Compensation Table above and the value
of unexercised stock options and SARs held by them at December 31, 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS GRANT
UNDERLYING GRANTED EXERCISE DATE
OPTIONS TO ALL PRICE EXPIRATION PRESENT
NAME GRANTED(#) EMPLOYEES ($/SHARE) DATE VALUE($)(1)
---- ---------- ---------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Joseph D. Vecchiolla................ 50,000(2) 53% 10.75 Jan. 24, 2004 334,000
George J. Haufler................... --
Richard C. Maloof................... 25,000(2) 26% 10.75 Mar. 30, 2004 175,500
William C. Kinsey................... --
Frank S. Anthony.................... --
Joseph M. Grigelevich, Jr........... 20,000(2) 21% 10.75 Mar. 21, 2004 138,600
</TABLE>
- - ---------------
(1) These values were calculated using the Black-Scholes option pricing model
and the following assumptions, which were representative of conditions
existing when the respective options were granted: stock price volatility,
from .3925 to .4027; risk-free rate of return, from 6.03% to 7.10%;
dividend yield, 0%; and time of exercise, ten years. The actual value, if
any, an executive may realize will depend on the excess of the market price
of the Company's Common Stock over the exercise price on the date the
option is exercised; there is no assurance the value realized by an
executive will be at or near the value estimated by the Black-Scholes
model.
(2) These options, which (when granted) were exercisable in five equal annual
installments commencing one year after the date of grant, became
exercisable in full as a result of the change in control of the Company
which was deemed to have occurred on consummation of the Vinyl Sale.
8
<PAGE> 12
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT YEAR- END(#) OPTIONS/SARS
AT YEAR-END($)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE(#) REALIZED($)(1) EXERCISABLE(2) UNEXERCISABLE EXERCISABLE(2) UNEXERCISABLE
---- --------------- -------------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph D. Vecchiolla........ 0 0 150,000 0 10,313 0
George J. Haufler........... 70,500 257,563 0 0 0 0
Richard C. Maloof........... 4,700 15,500 72,500 0 17,813 0
William C. Kinsey........... 8,920 28,300 38,000 0 7,125 0
Frank S. Anthony............ 5,350 17,594 36,000 0 10,688 0
Joseph M. Grigelevich, Jr... 0 0 24,000 0 0 0
</TABLE>
- - ---------------
(1) Based on the difference between the fair market value of the securities
underlying the options at date of exercise and the exercise price of the
options.
(2) Upon consummation of the Vinyl Sale on March 8, 1995, the vesting schedule
of all unvested options was accelerated and the holders thereof became
entitled to exercise such options in full or, in certain cases in lieu of
such exercise, cash out some or all of such options.
EMPLOYMENT CONTRACTS AND SEVERANCE AGREEMENTS.
Joseph D. Vecchiolla has been employed pursuant to a one-year employment
agreement dated December 21, 1993 which is automatically renewed for successive
one-year terms as of December 1 each year unless either the Company or Mr.
Vecchiolla gives the other party at least six months' prior notice that the
agreement will not be so extended. Under the agreement Mr. Vecchiolla was
initially employed to serve as President and Chief Operating Officer of the
Company. Effective January 25, 1994 his duties were expanded to include those of
Chief Executive Officer. His compensation under the agreement includes a base
salary of not less than $200,000 per year, plus participation in the Company's
management incentive compensation plan and other employee benefit plans and
programs generally available to its executive officers. Mr. Vecchiolla was also
granted a stock option under the employment agreement and was entitled to
certain relocation expenses incurred in connection with his employment by the
Company.
On April 4, 1995 Guy W. Fiske resigned as Chairman of the Board, and Mr.
Vecchiolla resigned as President and was elected Chairman of the Board and Chief
Executive Officer of the Company. Mr. Vecchiolla has announced his intention to
resign as Chief Executive Officer and terminate his employment with the Company
in early May 1995, but to continue to serve as an outside director and as
Chairman of the Board. In conjunction with the foregoing changes, Richard C.
Maloof was elected President and Chief Operating Officer of the Company.
George J. Haufler was employed pursuant to the terms of an employment
agreement dated as of February 25, 1986, as amended. Upon termination of his
employment on January 25, 1994, he became entitled to receive certain amounts
under the employment agreement as severance pay. Mr. Haufler and the Company
also entered into a Settlement Agreement dated as of July 7, 1994 to resolve
certain claims Mr. Haufler made against the Company in connection with the
termination of his employment. Amounts paid to Mr. Haufler pursuant to his
employment agreement and the Settlement Agreement are described in a footnote to
the Summary Compensation Table.
Virtually all of the Company's executives and its nonemployee directors are
entitled to certain accelerated benefits under employee benefit plans, and
certain executives (including Messrs. Vecchiolla, Maloof, Kinsey, Anthony, and
Grigelevich) are entitled to severance benefits payments, upon the termination
of their employment following the occurrence of a "change in control" of the
Company. For purposes of most of these plans and contracts, a "change in
control" includes the disposition of all or substantially all of the business of
the Company pursuant to a partial or complete liquidation or a sale of assets.
The Board of Directors
9
<PAGE> 13
determined that the consummation of the Vinyl Sale to Jannock, Inc. on March 8,
1995, taken together with the other asset sales effected by the Company over the
past year, represented the disposition of substantially all of the business of
the Company for the purposes of the "change in control" provisions discussed
herein.
The standard "change in control" definition set forth above applies under
the two forms of severance contracts and severance benefits agreements which are
in effect with respect to substantially all of the executive officers of the
Company, under the Company's stock option plans, and under the LTIP and the
Savings Plan. When a change in control occurs, the effect varies under the
various plans and contracts, as follows:
Executive Severance Contracts. The Company's executive severance contracts
typically include one of two alternative provisions. Under the so-called "single
trigger" contracts (which are held only by Messrs. Vecchiolla and Anthony), the
relevant executive officer is entitled to payment of severance benefits if such
individual's employment is terminated after a change in control, whether by the
Company (other than for disability or "Cause", as such term is defined in the
severance contracts) or by the executive voluntarily for any reason (other than
death or retirement). Under the second form of severance contract (the so-called
"double-trigger" agreements) held by the other executives of the Company,
severance benefits are not payable unless, after a change in control, the
employment of the executive is terminated by the Company (other than for
disability or "Cause") or by the executive for "Good Reason". A downgrading of
an employee's duties or compensation without such employee's consent constitutes
"Good Reason" under these contracts. The change in control which was deemed to
have occurred upon consummation of the Vinyl Sale had an immediate impact on one
executive officer with a "double trigger" agreement, William C. Kinsey, who was
employed solely in the vinyl business. Mr. Kinsey was considered terminated by
the Company upon consummation of the Vinyl Sale and therefore received payment
of severance benefits of approximately $412,000.
Once the right to receive severance benefits is triggered, the executive
officer becomes entitled to receive severance pay in an amount of up to two
times the sum of (i) the executive's current annual base salary and (ii) the
amount of any bonus paid (which, for severance purposes, includes any
distributions made under the terms of the LTIP and the amount paid to such
executive pursuant to the Company's Management Incentive Compensation Plan) in
the year preceding the termination. In addition, executives entitled to receive
severance benefits also are entitled to receive a lump sum payment equal to any
incentive compensation or other award allocated, but not paid, to such executive
for any prior year and a pro rata portion of all contingent bonus awards to
which such individual might be entitled in the year of termination.
If the employment of Mr. Vecchiolla or Mr. Anthony is terminated, either by
the Company (other than for disability or for "Cause") or by either such
executive voluntarily for any reason (other than death or retirement) within the
term of each executive's applicable contract, the Company estimates such
officers would be entitled to receive severance payments in the amount of
approximately $700,000 and $425,000, respectively, under their severance
contracts. As indicated above, Mr. Vecchiolla has announced his intention to
terminate his employment in May 1995. The payment to Mr. Vecchiolla is subject
to offset for amounts previously received by him as asset sales incentives,
including $31,825 paid in 1994 and $47,300 in 1995 in connection with the sale
of the Company's distribution business and the Vinyl Sale, respectively. If the
employment of Mr. Maloof or Mr. Grigelevich is terminated, either by the Company
(other than for disability or for "Cause") or by either such executive for "Good
Reason", the Company estimates such officers would be entitled to receive
severance payments of approximately $581,000 and $203,000, respectively, under
their severance contracts. The contracts with Mr. Vecchiolla and Mr. Grigelevich
provide for a gross-up of income sufficient to compensate the officer for any
excise taxes incurred in connection with benefits paid upon termination.
Stock Option Plans. Under the Company's Stock Option Plans for employees,
the vesting of all options to purchase Common Stock outstanding but not yet
exercisable is accelerated upon a change in control. Each optionee has, for a
period of 30 days after the change in control occurs, the right (the "Cash-Out
Right"), with respect to all or a part of the shares subject to the options or
stock appreciation rights of such person, to receive an amount in cash in lieu
of such optionee's right to exercise all options in full, equal to the product
of (i) the number of shares as to which the employee exercises the Cash-Out
Right and (ii) the amount by
10
<PAGE> 14
which the purchase price of each such share under the applicable option or stock
appreciation right is exceeded by the greater of (x) the fair market value of
such shares on the date the employee exercises the Cash-Out Right or (y) the
highest purchase price paid or offered per share in any bona fide transaction
related to the change in control of the Company at any time during the preceding
60-day period (as determined by the Compensation Committee of the Board). The
vesting schedules of options to purchase 304,450 shares of Common Stock in the
aggregate were accelerated when the Vinyl Sale was consummated. Such accelerated
options have exercise prices ranging from $8.375 to $17.50 per share.
Non-Employee Directors Stock Option Plan. Any non-employee director whose
service on the Board is terminated by reason of a change in control will have
the right to exercise all outstanding options during the one-year period
following such termination. Since the Vinyl Sale did not result in a change in
the ownership of the Company, such transaction, alone, had no direct effect on
the term of the office of the non-employee directors. Robert L. Cooper, who is a
director in the class whose term expires in 1995, has not been nominated for
re-election in order to reduce the size of the full Board following the Vinyl
Sale, and as a result the vesting schedule of options held by him to purchase
2,500 shares of Common Stock at an exercise price of $10 per share will be
accelerated.
Long Term Incentive Plan. Upon consummation of the Vinyl Sale, all
restrictions on 23,560 shares of Common Stock held under the LTIP automatically
lapsed and such shares became immediately distributable to the intended
recipients. See footnote (1) to the Summary Compensation Table.
Savings and Profit Sharing Plan. Upon a change in control, all unvested
amounts vested under the Savings Plan. This plan is fully funded.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Robert P. Bass, Jr.
(Chairman), Charles S. Bird III, Francis J. Dunleavy, and John T. Dunlop. None
of these individuals is or was formerly an officer or employee of the Company,
and no "compensation committee interlocks" existed during the last fiscal year.
DIRECTORS' COMPENSATION
Mr. Fiske received compensation during 1994 at the rate of $100,000 per
year for serving as Chairman of the Board and of the Executive Committee. Other
non-employee members of the Board receive an annual retainer of $14,000 and a
fee of $750 for each Board and committee meeting attended ($375 for a telephone
meeting). The chairman of each of the Audit and Compensation Committees also
receives an annual retainer of $2,000. Expenses incurred in attending meetings
are reimbursed.
Pursuant to the Non-Employee Directors Stock Option Plan, which was
approved by the stockholders at the 1993 annual meeting, non-employee directors
are also entitled to receive each year a non-qualified stock option to acquire
2,500 shares of the Company's Common Stock (provided that the maximum number of
shares subject to options granted to any director may not exceed 30,000 shares).
Such options are granted on the date of the annual meeting each year and become
exercisable in full one year later. During 1994, each non-employee director was
granted such an option at an exercise price of $10 per share.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Stock Option, Compensation, and Organizational Development Committee is
responsible for compensation decisions with respect to senior management of the
Company, as well as for organizational development and succession planning
within the Company.
The Committee's compensation philosophy and policies applicable to
executive officers emphasize pay for performance and increased stockholder value
within a framework of compensation levels comparable to companies of similar
size. Base salary, annual Management Incentive Compensation Program ("MICP")
awards, and long-term incentive awards are structured to provide total
compensation levels for executive officers that are intended to be below
competitive compensation amounts when operating results are at or below
acceptable levels and above average levels when results are outstanding or other
targets or personal
11
<PAGE> 15
goals are achieved. The Committee has used outside consulting assistance for
plan design and consultant and independent survey data in setting compensation
levels and has relied, in the case of officers other than the Chief Executive
Officer, on recommendations of the Chief Executive Officer which are reviewed
and modified where appropriate by the Committee.
Long-term awards have primarily in recent years taken the form of stock
option grants, which are designed to align the interests of executives with
those of the stockholders and reward executives when shareholder value
increases. Stock options are granted at an exercise price equal to the market
price of the Company's common stock on the date of grant. Prior to 1992, options
were usually granted with a ten-year term, exercisable in five equal annual
installments beginning one year after the date of grant. However, options
awarded in 1992 and one option granted in 1993 were granted with a 15-year term,
exercisable prior to the last six months of the term only if the price of the
Company's common stock achieved a substantial increase above the price on the
date of grant. In the case of 1992 and 1993 grants, a minimum price increase in
Bird stock from $12 per share to $18 per share was required in order for any
part of the option to become exercisable prior to the last six months of the
term of the option. This approach was designed as an incentive for future
performance by the creation of shareholder value over the long term, since the
benefit of the stock options could not be realized unless and until significant
price appreciation in the Company's stock occurred. Options granted in 1994 were
in the form used prior to 1992. All options outstanding at the time of the sale
of the Company's vinyl siding business in March 1995 were automatically vested
upon consummation of the sale, which was deemed a change in control of the
Company under the terms of the option plans.
During 1994 merit increases in base salary were made for only three of the
senior executive officers of the Company. Such merit increases were based
primarily on subjective evaluation by the Committee of individual performance
and contribution, in the case of the Chief Executive Officer, and increased
scope of responsibility, in the case of Mr. Maloof, newly appointed as Chief
Operating Officer, and Mr. Grigelevich, newly appointed as Chief Financial
Officer.
Salaries for the Chief Executive Officer and other executive officers are
based in part upon a range of salaries for each office developed from a survey
of compensation practices at competitive companies. Mr. Vecchiolla's salary was
originally set at $200,000 in November 1993 when he was promoted to President.
In 1994, Mr. Vecchiolla was promoted to Chief Executive Officer in late January
when the prior Chief Executive Officer was terminated. In mid-1994, the
Committee re-evaluated Mr. Vecchiolla's salary to reflect his increased
responsibility and performance and to motivate him to take actions necessary to
return the Company to profitability, resulting in an increase to $240,000
annually, retroactive to May 1, 1994.
One of the principal elements of variable compensation for senior executive
officers is found in the annual MICP awards. In 1993, the plan for MICP awards
during that year was changed to increase the threshold before any payments would
be earned to 80% of budgeted targets, up from 68% of budgeted targets in prior
years. In 1994, the possible pay-out was set at 60% of base salary in the case
of the Chief Executive Officer, 35% of base salary in the case of the Chief
Financial Officer, between 20% and 35% of base salary in the case of other
members of the Corporate staff, and 45% of base salary in the case of Presidents
of operating divisions. In 1994, the MICP targets were modified to promote cash
flow as well as profitability in order to reflect the Company's financial
condition. Awards to the Chief Executive Officer and corporate staff and
officers were based upon improvements in cash flow and profitability and on
individual specific objectives, both financial and non-financial. At the
operating level, management incentives were tied to achievement of goals with
respect to increased cash flow and profitability on an equal 50/50 basis. For
corporate personnel, including the Chief Executive Officer, goals with respect
to cash flow and profits were weighted at 40% each with specific objectives
making up the balance of the target.
During 1994 the Committee approved an additional bonus arrangement for Mr.
Vecchiolla to provide him with an incentive to maximize the value of the
Company's common stock. This arrangement provided compensation to Mr. Vecchiolla
equal to one-tenth of one percent of the gross sales price realized on the sale
of the Company's assets after the approval of the bonus. However, in recognition
of the fact that the sale of a substantial part of the Company's assets would be
treated as a change in control of the Company which would trigger certain
severance payments to Mr. Vecchiolla, the Committee provided that this bonus
would be
12
<PAGE> 16
considered as an advance against such severance payments and that the amount of
the severance payments otherwise payable to him would be reduced by the amount
of the bonus paid.
The Committee believes that the combination of salary increases and bonus
rewards was appropriate based upon the substantial progress made by management
in 1994 in turning around the Company's performance and stabilizing its
financial condition.
In 1993, Mr. Vecchiolla was the only executive granted stock options. These
grants were made when he was hired and upon his promotion to President. In 1994,
Mr. Vecchiolla received an additional option grant upon his promotion to Chief
Executive Officer. Additionally, Messrs. Maloof and Grigelevich were granted
options upon their promotions to Chief Operating Officer and Chief Financial
Officer, respectively, during 1994. The size of these grants was comparable to
grants made to persons holding the same offices in prior years and was based
largely on a subjective evaluation by the Committee of each officer's individual
performance leading to the promotion and his potential role in increasing
shareholder value. No other stock options were granted in 1994.
Based on current compensation levels and the present structure of the
Company's executive compensation programs, the Committee believes that the
compensation payable to executives will not be subject to the limitation on
deductibility imposed by the Omnibus Budget Reconciliation Act of 1993. If such
limitation should become applicable in the future, the Committee and the Company
will determine whether any changes in the Company's compensation programs are
advisable.
Stock Option, Compensation, and
Organizational Development
Committee:
Robert P. Bass, Jr., Chairman
Charles S. Bird, III
Francis J. Dunleavy
John T. Dunlop
13
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Common
Stock of the Company for the last five fiscal years with the cumulative total
returns of the Russell 2000 index and the Value Line Building Materials Industry
index, assuming an investment of $100 in the Company's Common Stock and each
index at the close of trading on December 31, 1989 and the reinvestment of all
dividends.
BIRD CORPORATION
CUMULATIVE TOTAL SHAREHOLDER RETURN FOR
FIVE-YEAR PERIOD ENDING DECEMBER 31, 1994
<TABLE>
<CAPTION>
MEASUREMENT PERIOD BIRD CORPO- VL BUILDING
(FISCAL YEAR COVERED) RATION RUSSELL 2000* MATERIALS*
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 126.52 80.49 88.36
1991 137.10 117.56 107.84
1992 106.63 139.21 143.52
1993 78.87 165.52 182.31
1994 80.65 162.24 155.32
</TABLE>
* As reported by Value Line Institutional Services
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, the independent accountants for the Company, will
have a representative at the meeting who will be available to respond to
appropriate questions and who will be given the opportunity to make a statement
if he or she desires to do so.
STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
In order to be considered for inclusion in the Proxy Statement for the 1996
annual meeting, stockholder proposals must be received by the Company no later
than December 23, 1995. Proposals should be sent to the attention of Frank S.
Anthony, Vice President, at the Company's principal office which, effective May
19, 1995, will be 1077 Pleasant Street, Norwood, Massachusetts 02062.
14
<PAGE> 18
OTHER BUSINESS
The annual meeting is called for the purposes set forth in the notice. The
Board of Directors does not know of any matter for action by the stockholders at
the meeting other than the matters described in the notice. However, the
enclosed proxy confers discretionary authority on the persons named therein with
respect to matters which are not known to the directors at the date of printing
hereof and which may properly come before the meeting. It is the intention of
the persons named in the proxy to vote in accordance with their best judgment on
any such matter.
By order of the Board of Directors
FRANK S. ANTHONY,
Clerk
April 21, 1995
15
<PAGE> 19
BIRD CORPORATION
1995 ANNUAL MEETING -- MAY 25, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby constitute and appoint Joseph D. Vecchiolla and
Frank S. Anthony, or either of them, the attorney(s) of the undersigned, with
full power of substitution, with all the powers which the undersigned would
possess if personally present, to vote all stock of Bird Corporation which the
undersigned is entitled to vote at the annual meeting of stockholders of Bird
Corporation to be held in the East Room of the Holiday Inn, 55 Ariadne Road (at
the junction of Route 1 South and Route 128), Dedham, Massachusetts 02026, on
Thursday, May 25, 1995 at 10:00 o'clock a.m. and at any adjournment thereof,
hereby acknowledging receipt of the Proxy Statement for such meeting and
revoking all previous proxies.
This Proxy, when properly executed, will be voted as directed. If no
direction is made, this Proxy will be voted FOR all nominees for director listed
on the reverse side and, in the case of other matters that legally come before
the meeting, as said attorney(s) may deem advisable.
CHANGE OF ADDRESS:
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
Please vote, sign, date, and return the proxy card promptly using the
enclosed envelope.
Election of three directors whose terms expire in 1998.
NOMINEES: Charles S.Bird, III, Richard C. Maloof, Loren R. Watts
/ / FOR all nominees / / WITHHELD from all nominees
For, except vote withheld from the following nominees: / /
- - ------------------------------------------------
- - --------------------------------------------------------------------------------
CHECK HERE FOR ADDRESS CHANGE / / CHECK HERE IF YOU PLAN TO ATTEND THE MEETING
/ /
Please sign name exactly as name
appears. When signing in a
fiduciary capacity, please give
full title. Co-fiduciaries and
joint owners should each sign.
Signature
---------------------------------
Date
---------------------------------
Signature
---------------------------------
Date
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