=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
Amendment No. 1 to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
---------------------------
BIRD CORPORATION
(Name of Subject Company)
BI EXPANSION CORP.
CERTAINTEED CORPORATION
COMPAGNIE DE SAINT-GOBAIN
(Bidders)
---------------------------
Common Stock, Par Value $1.00 Per Share
(Including the Associated Common Stock Purchase Rights)
$1.85 Cumulative Convertible Preference Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
---------------------------
090763103 (Common Stock)
090763301 ($1.85 Cumulative Convertible Preference Stock)
(CUSIP Number of Class of Securities)
---------------------------
John R. Mesher, Esq.
CertainTeed Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482
(610) 341-7108
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
Copy to:
Philip A. Gelston, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1548
=============================================================================
<PAGE>
CertainTeed Corporation ("CertainTeed"), BI Expansion Corp.
and Compagnie de Saint-Gobain hereby amend and supplement their Tender
Offer Statement on Schedule 14D-1 originally filed on April 12, 1996
(the "Statement"), with respect to an offer (the "Offer") to purchase
all outstanding shares of Common Stock, $1.00 par value, 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 Bird Corporation, a Massachusetts corporation (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 10. Additional Information.
On May 2, 1996, CertainTeed announced that it informed Bird
that it expects certain conditions to the Offer will not be satisfied
and that it intends to allow the Offer to expire without acquiring any
Shares and expects the Merger Agreement will be terminated in
accordance with its terms. The press release in respect of the
announcement is filed herewith.
Item 11. Material to be Filed as Exhibits.
(a)(10) Press release dated May 2, 1996.
<PAGE>
SIGNATURE
After due 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.
Dated: May 3, 1996
BI EXPANSION CORP.,
By /s/ John R. Mesher
-------------------------
Name: John R. Mesher
Title: Vice President
CERTAINTEED CORPORATION,
By /s/ John R. Mesher
-------------------------
Name: John R. Mesher
Title: Vice President
COMPAGNIE DE SAINT-GOBAIN,
By /s/ Michel L. Besson
-------------------------
Name: Michel L. Besson
Title: Senior Vice President
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Pages
(a)(10)) Press release dated May 2, 1996 5
<PAGE>
Exhibit (a)(10)
CERTAINTEED ANNOUNCES INTENTION
TO TERMINATE ACQUISITION OF BIRD
Valley Forge, Penn., May 2, 1996 -- CertainTeed Corporation
announced that it informed Bird Corporation today that CertainTeed has
concluded that certain conditions to the pending tender offer by a
CertainTeed subsidiary for the outstanding common stock and preference
stock of Bird will not be satisfied at the scheduled expiration of the
offer and that CertainTeed will not waive these conditions.
CertainTeed and its subsidiary therefore intend to allow the offer to
expire without acquiring any shares. In connection with this
termination of the offer, CertainTeed also expects the related Merger
Agreement will be terminated in accordance with its terms.
