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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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 (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 3, 1996, the Company announced that it was informed by
CertainTeed that CertainTeed intends to allow the Offer to expire without
acquiring any Shares and intends to terminate the Merger Agreement. The Company
is evaluating its response to this decision. The press release in respect of the
announcement is filed herewith.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) Press Release dated May 3, 1996.
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Pages
(a)(8) Press release dated May 3, 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 3, 1996
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Exhibit 99(a)(8)
[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 CT Intends to Terminate
Merger Agreement
May 3, 1996 - Norwood, MA - Bird Corporation (the "Company") today announced
that it was informed by CertainTeed Corporation ("CertainTeed") that CertainTeed
intends to terminate the previously announced merger agreement between the
Company and CertainTeed and intends to allow the related tender offer by
CertainTeed for the outstanding common stock and preference stock of the Company
to expire without accepting any shares.
The Company is evaluating its response to this decision.
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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