<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-2
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported) August 22, 1994
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Bird Corporation
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(Exact name of registrant as specified in its charter)
Massachusetts
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State or other jurisdiction of incorporation)
0-828 04-3082903
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(Commission File Number) (IRS Employer I.D. No.)
980 Washington St., Suite 120, Dedham, MA 02026-6714
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(Address of principal executive offices) (zip code)
(617) 461-1414
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 22, 1994, Bird Corporation (the "Registrant") sold the
assets of its distribution businesses to Wm. Cameron & Co. The assets sold
comprise substantially all of the assets of Atlantic Building Products
Corporation, Greater Louisville Aluminum, Inc., Southwest Roofing Supply, Inc.,
Southwest Express, Inc., and New York Building Products, Inc., all of which are
currently wholly owned subsidiaries of Bird Incorporated, a subsidiary of the
Registrant. The purchase price consisted of cash in the amount of
approximately $24.2 million, including deferred payments held in escrow of $1.3
million and the assumption of certain liabilities of the selling companies.
The purchase price was subject to adjustment based on an audit of the book
value of the acquired assets and assumed liabilities as of the closing date.
The adjustment resulted in an increase in the purchase price of $1,897,000
which was paid to the Company on November 17, 1994.
The foregoing description of this transaction is qualified in its
entirety by reference to the Asset Purchase Agreement dated as of August 19,
1994, which is filed as an Exhibit to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Pro Forma Financial Information.
Consolidated Condensed Pro Forma Balance Sheet-June 30, 1994
Consolidated Condensed Pro Forma Statement of Operations for
the Year Ended December 31, 1993
Consolidated Condensed Pro Forma Statement of Operations for
the Six Months Ended June 30, 1994
Notes to Consolidated Condensed Pro Forma Financial Statements
(c) Exhibits.
Asset Purchase Agreement dated as of August 19, 1994 between Bird
Incorporated, Atlantic Building Products Corporation, Greater
Louisville Aluminum, Inc., Southwest Roofing Supply, Inc., Southwest
Express, Inc., New York Building Products, Inc., and Wm. Cameron & Co.
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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 hereunto duly authorized.
BIRD CORPORATION
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(registrant)
Date February 21, 1994 By
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Joseph M. Grigelevich, Jr.
Vice President, Finance
and Administration
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BIRD CORPORATION
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited balance sheet presents the financial position of the
Company as of June 30, 1994 assuming the sale of the distribution business
assets to Cameron and its subsidiaries had occurred on that date. In
addition, the unaudited statements of operations that follow the balance sheet
present the results of operations of the Company for the year ended December
31, 1993 and the six months ended June 30, 1994 assuming the sale of the
distribution business assets had occurred immediately prior to commencement of
the statement of operations period.
The unaudited pro forma adjustments are based upon available information and
certain assumptions that management believes are reasonable in the
circumstances. The unaudited pro forma consolidated financial information
neither purports to represent what the Company's financial position or results
of operations would actually have been if the sale to Cameron had occurred on
January 1, 1993, January 1, 1994 or June 30, 1994 nor to project the company's
financial position or results of operations for any future date or period.
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BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1994
---------------------------------------------------
Pro Forma for Sale
(000) Omitted of Distribution Businesses
-------------------------
Historical Adjustments Adjustments Adjusted
---------- ----------- ----------- --------
<S> <C> <C> <C> <C>
Assets
Current Assets:
Cash and equivalents $2,189 $0 $0 $2,189
Accounts and notes receivable 45,767 (4,354)(5) (11,808) 29,605
Allowance for doubtful accounts (4,688) 1,091 (5) 0 (3,597)
Inventories 24,038 (16)(5) (11,305) 12,717
Prepaid Expenses 3,696 (430)(5) (161) 3,105
Deferred income tax 170 0 0 170
-------- ------- -------- -------
Total current assets 71,172 (3,709) (23,274) 44,189
-------- ------- -------- -------
Property, Plant and Equipment:
Land and land improvements 4,854 (473)(5) (1,239) 3,142
Buildings 14,466 0 (3,312) 11,154
Machinery and equipment 44,831 (11,673)(5) (3,998) 29,160
Construction in progress 3,578 (155)(5) (165) 3,258
-------- ------- -------- -------
67,729 (12,301) (8,714) 46,714
Less - Depreciation and amortization 28,869 (2,747)(5) (3,837) 22,285
-------- ------- -------- -------
38,860 (9,554) (4,877) 24,429
-------- ------- -------- -------
Other investments 2,738 (156)(5) 1,132 3,714
Other assets and assets held for sale 652 7,371 (5) 0 8,023
Deferred income tax 5,051 0 0 5,051
-------- ------- -------- -------
$118,473 ($6,048) ($27,019) $85,406
======== ======= ======== =======
</TABLE>
See Notes to Consolidated Pro Forma Financial Statements
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BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1994
---------------------------------------------------
Pro Forma for Sale
(000) Omitted of Distribution Businesses
-------------------------
Historical Adjustments Adjustments Adjusted
---------- ----------- ----------- --------
<S> <C> <C> <C> <C>
Liabilities and Stockholders' Equity
Current Liabilities:
Long-term debt, portion due within one year $3,300 $0 ($30)(2) $3,270
Long-term debt in default, classified as current 48,280 0 (22,937)(2) 25,343
Accounts payable and accrued expenses 28,645 (2,010)(5) (6,383) 20,252
Retirement plan contributions payable 752 (118)(5) (158) 476
Income taxes payable 537 (124)(5) 0 413
Dividends Payable 0 0 0 0
Liquidation Reserve 4,293 (3,796)(5) 0 497
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Total current liabilities 85,807 (6,048) (29,508) 50,251
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Long-term Debt, Portion Due After One Year 1,305 0 0 1,305
-------- ------- -------- -------
Other Liabilities 1,590 0 (188) 1,402
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Deferred Income Taxes 23 0 0 23
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Stockholders' Equity
Preferred and Preference stocks at par value 1,396 0 0 1,396
Common stock at par value 4,337 0 0 4,337
Other Stockholders' Equity 24,015 0 2,677 (4) 26,692
-------- ------- -------- -------
29,748 0 2,677 32,425
-------- ------- -------- -------
$118,473 ($6,048) ($27,019) $85,406
======== ======= ======== =======
</TABLE>
See Notes to Consolidated Pro Forma Financial Statements
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BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Twelve Months Ended
December 31, 1993
-------------------------------------------
Pro Forma for Sale
of Distribution Business
------------------------
Historical Adjustments (1) Adjusted
---------- --------------- --------
<S> <C> <C> <C>
(000) Omitted (except share data)
Net Sales $187,745 $99,395 $88,350
--------- ------- ---------
Costs and expenses:
Cost of sales 151,664 83,320 68,344
Selling, general and
administrative expense 32,716 14,493 18,223
Net interest expense 2,472 1,209 1,263
Net discontinued business
activities expense 268 0 268
Equity losses from partnership 2,625 0 2,625
Other (income) expense 3,278 67 3,211
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Total costs and expenses 193,023 99,089 93,934
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Earnings (loss) from continuing operations
before income taxes (5,278) 306 (5,584)
Provision (benefit) for income taxes (637) 0 (637)
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Earnings (loss) from continuing operations ($4,641) $306 ($4,947)
Cumulative Preferred and Preference
dividends 1,536 1,536
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Earnings (loss) from continuing operations
applicable to common stock ($6,177) $306 ($6,483)
========= ======= =========
Earnings (loss) from continuing operations
per common share:
Primary ($1.51) $0.07 ($1.58)
Average number of shares used in primary
earnings per share computation 4,097,999 4,097,999
</TABLE>
See Notes to Consolidated Pro Forma Financial Statements
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<PAGE> 8
BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Twelve Months Ended
June 30, 1994
-------------------------------------------
Pro Forma for Sale
of Distribution Business
------------------------
Historical Adjustments (1) Adjusted
---------- --------------- --------
<S> <C> <C> <C>
(000) Omitted (except share data)
Net Sales $95,349 $51,725 $43,624
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Costs and expenses:
Cost of sales 77,736 43,392 34,344
Selling, general and
administrative expense 15,879 7,139 8,740
Net interest expense 2,526 1,250 1,276
Net discontinued business
activities expense 1,261 0 1,261
Equity losses from partnership 1,438 0 1,438
Other (income) expense 1,387 39 1,348
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Total costs and expenses 100,227 51,820 48,407
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Earnings (loss) from continuing operations
before income taxes (4,878) (95) (4,783)
Provision (benefit) for income taxes 0 0 0
--------- ------- ---------
Earnings (loss) from continuing operations ($4,878) ($95) ($4,783)
Cumulative Preferred and Preference
dividends 768 768
--------- ------- ---------
Earnings (loss) from continuing operations
applicable to common stock ($5,646) ($95) ($5,551)
========= ======= =========
Earnings (loss) from continuing operations
per common share:
Primary ($1.36) ($0.02) ($1.34)
Average number of shares used in primary
earnings per share computation 4,150,599 4,150,599
</TABLE>
See Notes to Consolidated Pro Forma Financial Statements
<PAGE> 9
BIRD CORPORATION
NOTES TO CONSOLIDATED CONDENSED PRO FORMA FINANCIAL STATEMENTS
(1) All summary income statement pro forma adjustments assume the
transactions giving rise to the adjustments were consummated
immediately prior to the first day of the period presented;
accordingly, no gain from the transaction is reflected in the income
statement of the period presented. All summary balance sheet pro
forma adjustments assume the transactions giving rise to the
adjustments were consummated on the balance sheet date. The pro forma
adjustments for the sale of the distribution business were calculated
assuming borrowing rates ranging between 3% and 12% with respect to
interest expense.
(2) Proceeds from the sale of the distribution business assets were used
to reduce borrowings under the revolving credit agreement. These pro
forma transactions were assumed to be completed on the first day of
the period presented.
(3) Earnings per share appearing in the pro forma statement of operations
for sale of the distribution business assets has been determined after
deducting the dividend requirement of the Company's preferred and
preference stock. Earnings(loss) per share are based on the weighted
average number of common shares outstanding excluding common stock
equivalents, if dilutive.
(4) The pro forma sale of the building materials distribution business
assets assumes sales proceeds of $24.2 million including deferred
payments held in escrow of $1.3 million, resulting in an anticipated
gain of $2.7 million which is shown as an adjustment to stockholders
equity and not reflected in the pro forma statement of operations.
(5) In June 1994, the Company and the Board of Directors agreed to sell
its shares in BEGCI, the "off-site" environmental business, to the
minority shareholders resulting in a write-down of approximately $9
million to its net estimated realizable value of $7.5 million. These
adjustments reflect this decision and, accordingly, the net estimated
realizable value is shown in other assets as "assets held for sale" on
the June 30, 1994 pro forma consolidated balance sheet. In addition,
the assets and liabilities of the entire environmental business
segment are excluded from the adjusted pro forma balance sheet.
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