<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
------------------------------------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the transition period from to
---------------- --------------
Commission File Number 0-828
-----
BIRD CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3082903
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1077 Pleasant Street, Norwood, MA 02062
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 551-0656
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
------------------- on which registered
---------------------
NONE NONE
- --------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1 per share
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
----
The aggregate market value of common stock, par value $1 per share, held by
non-affiliates as of March 1, 1995 was $29,182,000. As of March 1, 1995 there
were 4,100,443 shares of Bird Corporation common stock, par value $1 per share,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 1995 Annual Meeting of Stockholders to
be filed with the Commission by April 30, 1995 are incorporated by reference
into Parts I and III of this report.
<PAGE> 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 as set forth in the pages attached hereto:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(c) Exhibit Index.
Exhibit 28 Annual Report on Form 11-K of the Bird Employees'
Savings and Profit Sharing Plan for the fiscal
year ended December 31, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
BIRD CORPORATION (REGISTRANT)
JULY 13, 1995
-------------------------------------
FRANK S. ANTHONY
VICE PRESIDENT
<PAGE> 1
EXHIBIT 28
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
/X/ Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1994
OR
/ / Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
------------- --------------
Commission file number 0-828
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
BIRD CORPORATION
1077 PLEASANT STREET
NORWOOD, MA 02062
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 33-36305) of
Bird Corporation of our report dated June 30, 1995 relating to the financial
statements of the Bird Employees' Savings and Profit Sharing Plan for the year
ended December 31, 1994 included with this Form 11-K.
PRICE WATERHOUSE LLP
Boston, Massachusetts
July 13, 1995
<PAGE> 3
BIRD EMPLOYEES' SAVINGS
AND PROFIT SHARING PLAN
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
DECEMBER 31, 1994 AND 1993
<PAGE> 4
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE(S)
<S> <C>
Financial Statements:
Report of Independent Accountants 1
Statement of Financial Condition (with Fund Information) 2 - 3
Statement of Changes in Plan Equity (with Fund Information) 4 - 5
Notes to Financial Statements 6 - 11
Additional Information*:
Schedule I - Assets Held for Investment Purposes 12 - 13
Schedule II - Reportable Transactions 14
</TABLE>
* Other schedules have been omitted because they are not applicable.
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
June 30, 1995
To the Participants and Committee of the Bird Employees' Savings and Profit
Sharing Plan
In our opinion, the accompanying statements of financial condition and the
related statements of changes in plan equity present fairly, in all material
respects, the financial condition of the Bird Employees' Savings and Profit
Sharing Plan (the "Plan") at December 31, 1994 and 1993, and the changes in plan
equity for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information schedules of
Assets Held for Investment Purposes and Reportable Transactions are presented
for purposes of additional analysis and are not a required part of the basis
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of financial condition and the statement of changes in plan equity is
presented for purposes of additional analysis rather than to present the
financial condition and changes in plan equity of each fund. The additional
information schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Price Waterhouse LLP
1
<PAGE> 6
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF FINANCIAL CONDITION (WITH FUND INFORMATION)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, 1993
NON-
PARTICIPANT DIRECTED PARTICIPANT
DIRECTED
------------------------------------------------------------------- ---------
GROWTH AND GUARANTEED CORPORATE RETIREMENT MONEY SHORT CORPORATE
INCOME INVESTMENT STOCK GROWTH MARKET TERM STOCK
FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Bird Inc. common stock $ - $ - $488,992 $ - $ - $ - $790,649 $ 1,279,641
Bank collective trust funds - 4,875,935 39,606 - - 48,755 - 4,964,296
Mutual funds 2,253,056 - - 913,314 213,063 - - 3,379,433
Guaranteed investment contracts
at contract value - 1,029,008 - - - - - 1,029,008
Interest/dividends receivable - 7,476 - - - - - 7,476
Employer contributions receivable 114,731 305,950 65,561 49,170 10,927 - 30,948 577,287
Cash 87 729 81 12 17 126 - 1,052
---------- ---------- -------- -------- -------- ------- -------- -----------
Total assets $2,367,874 $6,219,098 $594,240 $962,496 $224,007 $48,881 $821,597 $11,238,193
========== ========== ======== ======== ======== ======= ======== ===========
LIABILITIES AND PLAN EQUITY
Accrued expenses $ 6,606 $ 17,618 $ 1,435 $ 2,832 $ 629 $ - $ 2,341 $ 31,461
Pending interfund transfers (3,000) 4,025 1,077 (225) (1,877) - - -
Refunds due to active participants 5,403 14,408 3,087 2,316 515 - - 25,729
---------- ---------- -------- -------- -------- ------- -------- -----------
Total liabilities 9,009 36,051 5,599 4,923 (733) - 2,341 57,190
========== ========== ======== ======== ======== ======= ======== ===========
Plan equity 2,358,865 6,183,047 588,641 957,573 224,740 48,881 819,256 11,181,003
---------- ---------- -------- -------- -------- ------- -------- -----------
Total liabilities and plan equity $2,367,874 $6,219,098 $594,240 $962,496 $224,007 $48,881 $821,597 $11,238,193
========== ========== ======== ======== ======== ======= ======== ===========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-2-
<PAGE> 7
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF FINANCIAL CONDITION (WITH FUND INFORMATION)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, 1994
---------------------------------------------------------------------------------------------
PARTICIPANT DIRECTED
---------------------------------------------------------------------------------------------
GROWTH AND GUARANTEED CORPORATE MONEY PURITAN CONTRA INTERMEDIATE SHORT
INCOME INVESTMENT STOCK MARKET FUND FUND BOND TERM
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Bird Inc. common stock $ - $ - $475,249 $ - $ - $ - $ - $ -
Bank collective trust funds 772 4,868,749 2,781 2,135 3,051 9,146 1,928 8,486
Mutual funds 1,658,289 - - 122,250 552,072 1,050,796 139,780 -
Interest/dividends receivable - - - 572 - - 763 -
Employer contributions receivable 39,849 116,569 27,482 2,977 13,283 25,421 3,435 -
Cash 30 87 11,738 18 11 6,783 6 82
---------- ---------- -------- -------- -------- ---------- -------- ------
Total assets $1,698,940 $4,985,405 $517,250 $127,952 $568,417 $1,092,146 $145,912 $8,568
========== ========== ======== ======== ======== ========== ======== ======
LIABILITIES AND PLAN EQUITY
Accrued expenses $ 4,027 $ 11,782 $ 1,166 $ 301 $ 1,342 $ 2,569 $ 347 $ -
Refunds due to active participants 6,534 19,114 4,506 488 2,178 4,168 564 -
---------- ---------- -------- -------- -------- ---------- -------- ------
Total liabilities 10,561 30,896 5,672 789 3,520 6,737 911 -
---------- ---------- -------- -------- -------- ---------- -------- ------
Plan equity 1,688,379 4,954,509 511,578 127,163 564,897 1,085,409 145,001 8,568
---------- ---------- -------- -------- -------- ---------- -------- ------
Total liabilities and plan equity $1,698,940 $4,985,405 $517,250 $127,952 $568,417 $1,092,146 $145,912 $8,568
========== ========== ======== ======== ======== ========== ======== ======
<CAPTION>
DECEMBER 31, 1994
----------------------
NON-
PARTICIPANT
DIRECTED
-----------
CORPORATE
STOCK
FUND TOTAL
<S> <C> <C>
ASSETS
Investments at fair value:
Bird Inc. common stock $655,855 $1,131,104
Bank collective trust funds - 4,897,048
Mutual funds - 3,523,187
Interest/dividends receivable - 1,335
Employer contributions receivable - 229,016
Cash - 18,755
-------- ----------
Total assets $655,855 $9,800,445
======== ==========
LIABILITIES AND PLAN EQUITY
Accrued expenses $ 1,611 $ 23,145
Refunds due to active participants - 37,552
-------- ----------
Total liabilities 1,611 60,697
-------- ----------
Plan equity 654,244 9,739,748
-------- ----------
Total liabilities and plan equity $655,855 $9,800,445
======== ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-3-
<PAGE> 8
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN PLAN EQUITY (WITH FUND INFORMATION)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1993
NON-
PARTICIPANT DIRECTED PARTICIPANT
DIRECTED
-------------------------------------------------------------------- ---------
GROWTH AND GUARANTEED CORPORATE RETIREMENT MONEY SHORT CORPORATE
INCOME INVESTMENT STOCK GROWTH MARKET TERM STOCK
FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 1,249 $ 292,696 $ 369 $ 608 $ 226 $ - $ 601 $ 295,749
Dividends 95,091 - 7,843 84,305 6,719 - 12,795 206,753
---------- ---------- --------- -------- --------- ------- ---------- -----------
Total investment income 96,340 292,696 8,212 84,913 6,945 - 13,396 502,502
Administrative expenses (10,333) (34,432) (2,580) (4,379) (1,048) - (4,209) (56,981)
---------- ---------- --------- -------- --------- ------- ---------- -----------
Net appreciation (depreciation)
of investments 187,462 56,535 (217,708) 61,685 - - (294,821) (206,847)
---------- ---------- --------- -------- --------- ------- ---------- -----------
Net investment income 273,469 314,799 (212,076) 142,219 5,897 - (285,634) 238,674
Contributions:
Employee 308,233 399,817 142,023 201,629 84,852 - - 1,136,554
Employer 114,731 305,950 65,561 49,170 10,927 - 225,001 771,340
---------- ---------- --------- -------- --------- ------- ---------- -----------
Total contributions 422,964 705,767 207,584 250,799 95,779 - 225,001 1,907,894
---------- ---------- --------- -------- --------- ------- ---------- -----------
Participant withdrawals (106,819) (406,009) (28,061) (58,844) (19,619) - (45,783) (665,135)
---------- ---------- --------- -------- --------- ------- ---------- -----------
Net increase (decrease) prior
to transfers 589,614 614,557 (32,553) 334,174 82,057 - (106,416) 1,481,433
Employee election interfund
transfers 304,881 (285,779) 4,436 20,587 (19,642) (24,483) - -
---------- ---------- --------- -------- --------- ------- ---------- -----------
Net increase (decrease) in
plan assets 894,495 328,778 (28,117) 354,761 62,415 (24,483) (106,416) 1,481,433
Plan equity beginning of year 1,464,370 5,854,269 616,758 602,812 162,325 73,364 925,672 9,699,570
---------- ---------- --------- -------- --------- ------- ---------- -----------
Plan equity end of year $2,358,865 $6,183,047 $ 588,641 $957,573 $ 224,740 $48,881 $ 819,256 $11,181,003
========== ========== ========= ======== ========= ======= ========== ===========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-4-
<PAGE> 9
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN PLAN EQUITY (WITH FUND INFORMATION)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1994
-------------------------------------------------------------------------------------------------
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------------------------
GROWTH AND GUARANTEED CORPORATE RETIREMENT MONEY PURITAN CONTRA
INCOME INVESTMENT STOCK GROWTH MARKET FUND FUND
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 475 $ 50,147 $ 559 $ 2,850 $ 733 $ 94 $ 477
Dividends 46,656 - - 2,982 5,802 24,779 -
---------- ----------- --------- --------- --------- -------- ----------
Total investment income 47,131 50,147 $559 5,832 6,535 24,873 477
Administrative expenses (10,159) (44,588) (9,060) 2,501 (691) (4,192) (9,596)
Net appreciation (depreciation)
of investments (3,921) 242,355 10,069 2288 - (25,037) (27,368)
---------- ----------- --------- --------- --------- -------- ----------
Net investment income 33,051 247,914 1,568 10,621 5,844 (4,356) (36,487)
Contributions:
Employee 188,740 130,483 75,567 (22,897) 31,518 93,294 190,986
Employer 39,849 116,569 27,482 - 2,977 13,283 25,421
---------- ----------- --------- --------- --------- -------- ----------
Total contributions 228,589 247,052 103,049 (22,897) 34,495 106,577 216,407
---------- ----------- --------- --------- --------- -------- ----------
Participant withdrawals (590,786) (927,673) (164,551) (25,005) (115,891) (89,938) (519,660)
---------- ----------- --------- --------- --------- -------- ----------
Net increase (decrease) prior
to transfers (329,146) (432,707) (59,934) (37,281) (75,552) 12,283 (339,740)
Employee election interfund
transfers (341,340) (795,831) (17,129) (920,292) (22,025) 552,614 1,425,149
---------- ----------- --------- --------- --------- -------- ----------
Net increase (decrease) in
plan assets (670,486) (1,228,538) (77,063) (957,573) (97,577) 564,897 1,085,409
Plan equity beginning of year 2,358,865 6,183,047 588,641 957573 224,740 - -
---------- ----------- --------- --------- --------- -------- ----------
Plan equity end of year $1,688,379 $ 4,954,509 $ 511,578 - $ 127,163 $564,897 $1,085,409
========== ========== ========= ========= ========= ======== ==========
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1994
--------------------------------------------------------
NON-
PARTICIPANT DIRECTED PARTICIPANT
DIRECTED
------------------------ -----------
INTERMEDIATE SHORT CORPORATE
BOND TERM STOCK
FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
Investment Income:
Interest $ 40 $ - $ 772 $ 56,147
Dividends 10,633 - - 90,852
-------- -------- --------- -----------
Total investment income 10,673 - 772 146,999
Administrative expenses (1,084) - (12,511) (89,380)
Net appreciation (depreciation)
of investments (13,167) - 13,906 199,125
-------- -------- --------- -----------
Net investment income (3,578) - 2,167 256,744
Contributions:
Employee 30,032 - - 717,723
Employer 3,435 - 105,546 334,562
-------- -------- --------- -----------
Total contributions 33,467 - 105,546 1,052,285
-------- -------- --------- -----------
Participant withdrawals (44,055) - $(272,725) (2,750,284)
-------- -------- --------- -----------
Net increase (decrease) prior
to transfers (14,166) - (165,012) (1,441,255)
Employee election interfund
transfers 159,167 (40,313) - 0
-------- -------- --------- -----------
Net increase (decrease) in
plan assets 145,001 (40,313) (165,012) (1,441,255)
Plan equity beginning of year - 48,881 $ 819,256 11,181,003
-------- -------- --------- -----------
Plan equity end of year $145,001 $ 8,568 $ 654,244 $ 9,739,748
======== ======== ========= ===========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-5-
<PAGE> 10
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Bird Employees' Savings and Profit
Sharing Plan (the "Plan") is intended to give a general summary of its
principal provisions. Participants should refer to the Plan document
for a more complete description of the Plan.
The Plan was adopted by the Board of Directors of Bird Corporation
(the "Company") as of July 1, 1983 and restated in its entirety as of
January 1, 1985. The Plan was established to provide the Company's
employees with a retirement program of Company base and profit sharing
contributions and a regular savings and investment plan, which is
funded with employee and Company contributions. The Plan is
considered a defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
On January 17, 1994, it was announced that the Company would sell or
close part of its business and all of the terminated participants of
that business became fully vested. A decision to continue to sell all
or part of the remaining businesses was approved by the Board of
Directors and announced on May 10, 1994. On August 16, 1994 the Plan
was amended whereby all participants in the Plan would fully vest in
the event of a change in control of the Company. Subsequently, two
other businesses were sold resulting in terminated employees being
fully vested. The liquidation and sales mentioned above, were deemed
by the Board of Directors to constitute a change of control. Under
the amendment, this change of control then vested all remaining active
participants and any participant who had terminated in the one year
period prior to the sale of the last division.
ELIGIBILITY
All employees of the Company and certain of its subsidiaries,
excluding those covered by a collective bargaining agreement, are
eligible to participate in the Plan.
COMPANY BASE CONTRIBUTIONS
Annual Company base contributions are based upon a percentage of each
employee's eligible compensation. Contributions for personnel
employed prior to January 1, 1985 are based on 2% plus 5/7% for each
five additional years of age (in excess of 31) as of December 31,
1984. Contributions for personnel employed subsequent to December 31,
1984 are based on 2% of each employee's eligible compensation.
Company base contributions for the years ended December 31, 1994 and
1993 amounted to $229,016 and $450,910, respectively.
PROFIT SHARING CONTRIBUTIONS
Annual Company profit sharing contributions, if earned, are based upon
certain defined levels of return on equity by the Company and its
business units. The amount of the Company's contributions are
dependent upon the amount of profits (as defined) earned by the
Company or a business unit, and distributions to employees of the
Company or a business unit are based on their eligible compensation.
Employees have the option to receive in cash, up to 50% of
-6-
<PAGE> 11
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
their share of the Company's annual profit sharing contribution. This
cash portion of the profit sharing contribution is paid directly by
the Company to the employee. The total contribution for the year ended
December 31, 1993 amounted to $145,332 of which $49,903 was paid in
cash by the Company. There were no such contributions made for the
year ended December 31, 1994.
SAVINGS CONTRIBUTIONS
Eligible employees may contribute 1% to 15% of their eligible
compensation to the Plan and the Company may make discretionary
matching contributions with respect to the first 6% of each employee's
contribution. All Company matching contributions are made to the
Corporate Stock Fund. The Plan does not require an employee to make
contributions to the Plan in order to become eligible to participate
in the annual Company base or profit sharing contributions described
in the items above. Matching contributions for the years ended
December 31, 1994 and 1993 amounted to 10,327 shares of Company stock
valued at $105,546 and 19,861 shares valued at $225,001, respectively.
Forfeitures from the non-vested portion of terminated participants'
account balances for the years ended December 31, 1994 and 1993, in
the amount of $19,227 and $42,716, respectively, were used against
Company contributions as permitted by the Plan (see vesting below).
PARTICIPANT ACCOUNTS
Each participant's account is maintained by an independent
recordkeeper and reflects employee contributions, Company matching
contributions, Company base contributions, and Company profit sharing
contributions. Accounts are periodically adjusted to reflect the
effect of investment income, realized and unrealized capital gains
(losses), trustee expenses, and withdrawals and other distributions.
Investment income, realized and unrealized capital gains (losses), and
trustee expenses are allocated to participant's accounts based upon
each participant's equity in the Plan at the end of the preceding
valuation period.
VESTING
Vesting of Company base contributions accrue at a rate of 20% per year
for each year of service and Company matching contributions vest at
the rate of 20% for each year of contributory participation in the
Plan. Participants are immediately vested in Company profit sharing
contributions and employee contributions, plus earnings thereon. In
addition to becoming fully vested as defined above, a participant's
account becomes fully vested upon retirement, attainment of age 65,
death, or occurrence of total and permanent disability or Plan
termination. If a portion of the Company base or matching
contributions is not vested upon a participant's termination, the
non-vested portion will be forfeited, and used to reduce future
Company contributions to the Plan.
An amendment to the Plan was adopted on June 16, 1994 stating that in
the event of a change in control of the Company each participant shall
immediately be 100% vested in his Company Matching Contribution
Account and his Company Base Contribution Account.
-7-
<PAGE> 12
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
PAYMENTS OF BENEFITS
Upon termination of service due to death, retirement, or complete
disability, a participant or his beneficiary may elect to receive
benefits equal to the full value of his account in the form of a
lump-sum distribution or in the form of an annuity, which will be in
the form of a joint and survivor annuity if the participant is
married. If termination occurs due to other reasons, the participant
is entitled to receive the total amount of employee contributions and
the vested portion of Company contributions. Such distributions are
payable in cash or, in the case of the Corporate Stock Fund, in cash
or shares, as elected by the participant. Participants have limited
withdrawal rights during employment.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis
of accounting.
INVESTMENTS
As more fully described in Note 3, Plan investments consist of
participations in bank collective trust funds, mutual funds,
guaranteed investment contracts and shares of Bird Corporation common
stock. Closing active market quotations are used to value mutual
funds and common stock. Guaranteed investment contracts are valued at
contract value (cost plus accrued interest). The bank collective
trust funds are recorded at fair value based on net asset value per
unit as determined by the trustee. The average cost method is used to
determine the net gain or loss on investment transactions.
EXPENSES
Trustee expenses are paid by the Plan. The trustee charges each fund
for the direct expenses of that fund. All other expenses of the Plan
are paid for by the Company.
3. INVESTMENTS
The Plan's investments are held by CoreStates Bank, N.A. as trustee
under the Trust Agreement for the Plan. Effective January 1, 1994 the
Plan offers seven investment options to participants. Prior to
January 1, 1994 five investment options were offered. The Company
discontinued the Retirement Growth Fund option and added the Puritan,
Contra and Intermediate Bond Funds. (See options listed on the
statement of financial condition). Investment vehicles under each of
the Plan's fund options are selected by the Company. The Short Term
Fund is used as a temporary holding account for Plan assets.
Effective July 1, 1995 New York Life Trust company will become trustee
and the existing investment options will be revised. The trustee
executes transactions in accordance with participant elections as to
investment fund contributions.
-8-
<PAGE> 13
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Investments consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
1994 1993
<S> <C> <C>
Guaranteed investment contracts $ --- $ 1,029,008
Mutual funds 3,523,187 3,379,433
Common stock 1,131,104 1,279,641
Bank collective trust funds 4,897,048 4,964,296
----------- -----------
$ 9,551,339 $10,652,378
=========== ===========
</TABLE>
Investments that represent 5% or more of Plan equity are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1994 1993
<S> <C> <C>
Fidelity Puritan Portfolio $ 552,072 $ --
Fidelity Contra Portfolio 1,050,796 --
Fidelity Growth and Income Portfolio 1,658,289 2,253,056
Fidelity Retirement Growth Portfolio -- 913,314
Bird Corporation Common Stock 1,131,104 1,279,641
Frank Russell Capital Contract Fund 4,852,762 4,556,535
Provident National Assurance Company
of Georgia, 8.87%, Guaranteed Investment
Contract #027-04698 -- 685,404
</TABLE>
4. PLAN TERMINATION
The Company anticipates that the Plan will continue without
interruption, but reserves the right to discontinue the Plan. All
accounts will be valued as of the termination date and account
balances will be distributed in full to participants.
-9-
<PAGE> 14
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
5. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31, 1993
<S> <C>
Plan equity per the financial statements $11,181,003
Amounts allocated to withdrawing
participants (355,689)
-----------
Plan equity per the Form 5500 $10,825,314
===========
</TABLE>
The following is a reconciliation of participant withdrawals per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1994 1993
<S> <C> <C>
Participant withdrawals per the financial
statements $ 2,750,284 $ 665,135
Amounts allocated to withdrawing
participants at December 31, (355,689) 355,689
-------- -----------
Participant withdrawals per the Form 5500 $ 2,394,595 $ 1,020,824
=========== ===========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the From
5500 for benefit claims that have been processed and approved for
payment prior to year-end but not yet paid. At December 31, 1994
there were participant withdrawals of $652,259 pending processing by
the trustee as follows:
<TABLE>
<S> <C>
Growth and Income Fund $234,614
Guaranteed Investment Fund 323.906
Other Funds 93,739
--------
$652,259
========
</TABLE>
6. FEDERAL INCOME TAXES
The Plan is intended to meet the requirements of Section 401 of the
Internal Revenue Code ("Code"). Under the provisions of Section 401
of the Code,
-10-
<PAGE> 15
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
employer contributions to a qualified plan and earnings are not
subject to federal or state income tax. Benefit payments received
from a qualified plan are taxable in the year they are received. The
Company received notification of qualification for the Plan under
Section 401 of the Code in a favorable determination letter dated
September 22, 1993. A new letter has not been requested for Plan
amendments.
Management has asserted that the Plan and its operations have been and
continue to be in accordance with all applicable provisions of ERISA
and the Code.
7. UNALLOCATED PLAN EQUITY
Plan equity of $8,938,223 and $10,368,232 was allocated to participant
accounts at December 31, 1994 and December 31, 1993, respectively.
The difference between allocated Plan equity and Plan equity per the
statement of financial condition is primarily due to (a) receivables
recorded on the statement of financial condition not yet allocated to
participant accounts and (b) pending participant withdrawals recorded
on the participant accounts at year end but not on the financial
statements (Note 5).
Employee contributions during the periods December 1, 1994 to December
31, 1994 and December l, 1993 to December 31, 1993 were invested in
the CoreStates Liquidity Fund, a short term trust fund, presented as
the Short Term Fund on the statement of financial condition.
Subsequent to year-end, these contributions were allocated to the
appropriate investment election accounts as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1994 1993
<S> <C> <C>
Growth and Income Fund $ 1,491 $ 13,198
Guaranteed Investment Fund 4,361 18,086
Corporate Stock Fund 1,028 7,821
Retirement Growth Fund -- 6,843
Money Market Fund 111 2,933
Puritan Fund 497 --
Contra Fund 951 --
Intermediate Bond Fund 129 --
-------- ---------
$ 8,568 $ 48,881
========= =========
</TABLE>
-11-
<PAGE> 16
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION
SCHEDULE I
ASSETS HELD FOR INVESTMENT PURPOSES ITEM 27A FORM 5500
DECEMBER 31, 1994
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MATURITY SHARES/ CURRENT
DATE UNITS COST VALUE
<S> <C> <C> <C> <C>
GUARANTEED INVESTMENT FUND
CoreStates Liquidity Fund 15,987 $ 15,987 $ 15,987
Frank Russell Capital
Contract Fund 327,403 4,588,674 4,852,762
---------- ----------
Total Investments $4,604,661 $4,868,749
========== ==========
</TABLE>
-12-
<PAGE> 17
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION
SCHEDULE I
ASSETS HELD FOR INVESTMENT PURPOSES ITEM 27A FORM 5500
DECEMBER 31, 1994 (CONTINUED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/ CURRENT
UNITS COST VALUE
<S> <C> <C> <C>
GROWTH & INCOME FUND
CoreStates Liquidity Fund 772 772 772
Fidelity Growth and Income
Portfolio 78,629 $ 1,525,094 $ 1,658,289
----------- -----------
$ 1,525,866 $ 1,659,061
----------- -----------
CORPORATE STOCK FUND
CoreStates Liquidity Fund 2,781 2,781 2,781
Bird Corporation Common Stock 132,092 1,476,124 1,131,104
----------- -----------
1,478,905 1,133,885
----------- -----------
SHORT TERM TRUST FUND
CoreStates Liquidity Fund 8,486 8,486 8,486
----------- -----------
MONEY MARKET FUND
CoreStates Liquidity Fund 2,135 2,135 2,135
Fidelity Money Market Retirement
Government Portfolio 122,250 122,250 122,250
----------- -----------
124,385 124,385
----------- -----------
PURITAN FUND
CoreStates Liquidity Fund 3,051 3,051 3,051
Fidelity Puritan Fund 37,277 598,884 552,072
----------- -----------
601,935 555,123
----------- -----------
CONTRA FUND
CoreStates Liquidity Fund 9,146 9,146 9,146
Fidelity Contra Fund 34,703 1,076,772 1,050,796
----------- -----------
1,085,918 1,059,942
----------- -----------
INTERMEDIATE BOND FUND
CoreStates Liquidity Fund 1,928 1,928 1,928
Fidelity Intermediate Bond Fund 14,220 151,402 139,780
----------- -----------
153,330 141,708
----------- -----------
Total Investments $ 9,583,486 $ 9,551,339
=========== ===========
</TABLE>
-13-
<PAGE> 18
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION
SCHEDULE II
REPORTABLE TRANSACTIONS INVOLVING AMOUNTS IN EXCESS OF 5% OF
CURRENT VALUE OF PLAN ASSETS ITEM 27D FORM 5500
FOR THE YEAR ENDED DECEMBER 31, 1994
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER NET
OF PURCHASE SELLING LEASE EXPENSE COST OF CURRENT GAIN/
DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE RENTAL INCURRED ASSET VALUE (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bird Corporation Common
Stock 4 $ 132,700 $ 367,881 - - $ 433,278 $ 500,581 $(65,397)
Fidelity Growth & Income
Portfolio 40 $ 284,144 $ 784,446 - - $ 685,821 $ 1,068,590 $ 98,625
Frank Russell Capital
Contract Fund 12 $ 334 $1,049,991 - - $1,024,361 $ 1,050,325 $ 25,630
Provident National Assurance
Company of Georgia 8%
Contract #027-04698 1 - $ 715,073 - - $ 715,073 $ 715,073 -
Fidelity Retirement Growth
Portfolio 3 - $ 918,585 - - $ 876,142 $ 918,585 $ 42,443
CoreStates Liquidity Fund 527 $6,885,252 $7,248,397 - - $7,248,397 $14,133,649 -
CoreStates Liquidity Fund 1 - $ 789,416 - - $ 789,416 $ 789,416 -
CoreStates Liquidity Fund 1 - $1,009,419 - - $1,009,419 $ 1,009,419 -
CoreStates Liquidity Fund 1 $ 720,086 - - - - $ 720,086 -
Fidelity Puritan Fund 25 $ 646,288 $ 49,249 - - $ 50,477 $ 695,537 $ (1,228)
Fidelity Contra Fund 29 $1,434,882 $ 350,525 - - $ 358,109 $ 1,785,407 $ (7,584)
</TABLE>
-14-
