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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
AMENDMENT NO. 2
to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
____________________
Bird Corporation
(Name of Subject Company)
Bird Corporation
(Name of Person Filing Statement)
Common Stock, $1 par value
(Including the Associated Common Stock Purchase Rights)
(Title of Class of Securities)
090763103
(Cusip Number of Class of Securities)
$1.85 Cumulative Convertible Preference Stock, $1 par value
(Title of Class of Securities)
090763301
(Cusip Number of Class of Securities)
Frank S. Anthony
Vice President
Bird Corporation
1077 Pleasant Street
Norwood, MA 02062
(617) 551-0656
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the
Person Filing Statement)
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Bird Corporation (the "Company") hereby amends and
supplements its Solicitation/Recommendation Statement on Schedule
14D-9 originally filed on April 12, 1996, as amended by Amendment
No. 1 thereto filed on May 6, 1996 (as so amended, the
"Statement"), with respect to an offer (the "Offer") by BI
Expansion Corp., a Massachusetts corporation, which is a wholly
owned subsidiary of CertainTeed Corporation, a Delaware
corporation, which is an indirect wholly owned subsidiary of
Compagnie de Saint-Gobain, a French corporation, to purchase all
outstanding shares of Common Stock, par value $1.00 per share,
including the associated Common Stock purchase rights, and all
outstanding shares of $1.85 Cumulative Convertible Preference
Stock, par value $1.00 per share, of the Company, on the terms
described in the Offer to Purchase dated April 12, 1996.
Capitalized terms not defined herein have the meanings assigned
thereto in the Statement.
Item 8. Additional Information to be Furnished.
On May 10, 1996, the Company announced that it was formally
notified by CertainTeed that the Offer was allowed to expire at
midnight, May 9, 1996 without the acceptance for payment of any
Shares and that CertainTeed has terminated the Merger Agreement.
The press release in respect of the announcement is filed
herewith.
Item 9. Material to be Filed as Exhibits.
(a)(9) Press Release dated May 10, 1996.
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Pages
(a)(9) Press release dated May 10, 1996
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
BIRD CORPORATION
By: /s/ Frank S. Anthony
---------------------------
Name: Frank S. Anthony
Title: Vice President
Date: May 13, 1996
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Exhibit 99(a)(9)
[Logo]
News Release
Bird Corporation
1077 Pleasant Street
Norwood, MA 02062-6714
Contact: Joseph D. Vecchiolla
Chairman
Telephone: (203) 622-4880
BIRD CORPORATION ANNOUNCES THAT
THE CERTAINTEED TENDER OFFER EXPIRED
YESTERDAY WITHOUT ACCEPTANCE OF ANY
SHARES AND THAT CERTAINTEED HAS FORMALLY
TERMINATED THE MERGER AGREEMENT
May 10, 1996 - Norwood, MA - Bird Corporation (the "Company")
today announced that, as contemplated in prior press releases by
CertainTeed Corporation ("CertainTeed") and the Company,
CertainTeed formally informed the Company that the tender offer
for the outstanding common stock and preference stock of the
Company was allowed to expire at midnight, May 9, 1996 without
the acceptance for payment of any shares. In addition, as
contemplated in prior press releases by CertainTeed and the
Company, CertainTeed has formally notified the Company that it is
terminating the merger agreement.
According to Richard C. Maloof, the Company's President and Chief
Operating Officer, "In the aftermath of the recently abandoned
tender offer, we are still left with a strong balance sheet, a
loyal customer base, supportive vendors and dedicated employees.
Bird will continue to provide quality products and service which
has been its trademark over the years."
Bird Corporation, founded in 1795, is a manufacturer of asphalt
shingles and related roll roofing products serving customers in
the Northeastern U.S. from a state-of-the-art facility located in
Norwood, Massachusetts.
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