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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2* to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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BIRD CORPORATION
(Name of Subject Company)
BI EXPANSION CORP.
CERTAINTEED CORPORATION
COMPAGNIE DE SAINT-GOBAIN
(Bidders)
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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 Classes of Securities)
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090763103 (Common Stock)
090763301 ($1.85 Cumulative Convertible Preference Stock)
(CUSIP Number of Classes of Securities)
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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
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*Constituting the final amendment hereto.
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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, as
amended by Amendment No. 1 thereto filed on May 3, 1996 (as so amended,
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. This Amendment No. 2 constitutes the final amendment
to the Statement.
Item 10. Additional Information.
On May 10, 1996, CertainTeed announced that the Offer expired
pursuant to its terms at midnight, New York City time on May 9, 1996 and
that no Shares were accepted for payment due to the failure of several
conditions to the Offer. In addition, CertainTeed notified Bird that
CertainTeed is terminating the Merger Agreement 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)(11) Press release dated May 10, 1996.
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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 10, 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
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Pages
(a)(11) Press release dated May 10, 1996 5
<PAGE>
Exhibit (a)(11)
CERTAINTEED DOES NOT ACCEPT BIRD SHARES
FOR PAYMENT IN TENDER OFFER AND TERMINATES MERGER
AGREEMENT WITH BIRD
Valley Forge, PA (May 10, 1996) -- CertainTeed Corporation today
announced that the tender offer by its subsidiary to purchase all
outstanding shares of Bird Common Stock and $1.85 Cumulative Convertible
Preference Stock expired in accordance with its terms at midnight last
night. As CertainTeed had previously anticipated, several of the
conditions to the offer were neither satisfied nor waived, and as a
result none of the tendered shares were accepted for payment. Instead,
all deposited shares will be returned without any payment to tendering
stockholders in accordance with the terms of the offer. In addition,
CertainTeed notified Bird that CertainTeed is terminating the merger
agreement in accordance with its terms.
