<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
------------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________________ to _____________________
Commission File Number 0-828
BIRD CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3082903
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1077 Pleasant Street, Norwood, MA 02062
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 551-0656
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
------------------- on which registered
-----------------------------
NONE NONE
- --------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1 per share
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of common stock, par value $1 per share, held by
non-affiliates as of March 3, 1997 was $16,684,000. As of March 3, 1997 there
were 4,144,800 shares of Bird Corporation common stock, par value $1 per share,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 1997 Annual Meeting of Stockholders to
be filed with the Commission by April 30, 1997 are incorporated by reference
into Parts I and III of this report.
<PAGE> 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 as set forth in the pages attached hereto:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(c) Exhibit Index.
Exhibit 28 Annual Report on Form 11-K of the Bird
Employees' Savings and Profit Sharing Plan for
the fiscal year ended December 31, 1996.
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, thereunto duly authorized.
BIRD CORPORATION (REGISTRANT)
June 25, 1997 /s/ Frank S. Anthony
---------------------------------------
FRANK S. ANTHONY
VICE PRESIDENT
<PAGE> 1
EXHIBIT 28
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 1996
OR
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from ____________________ to ______________________
Commission file number 0-828
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
BIRD CORPORATION
1077 PLEASANT STREET
NORWOOD, MA 02062
<PAGE> 2
BIRD EMPLOYEES' SAVINGS
AND PROFIT SHARING PLAN
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
DECEMBER 31, 1996 AND 1995
<PAGE> 3
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
- ------------------------------------------------------------------------------
PAGE(S)
Financial Statements:
Report of Independent Accountants 1
Statement of Financial Condition (with Fund Information) 2 - 3
Statement of Changes in Plan Equity (with Fund Information) 4 - 5
Notes to Financial Statements 6 - 11
Additional Information*:
Schedule I - Assets Held for Investment Purposes 12
Schedule II - Reportable Transactions 13
* Other schedules have been omitted because they are not applicable.
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
May 29, 1997
To the Participants and Committee of
the Bird Employees' Savings and Profit
Sharing Plan
In our opinion, the accompanying statements of financial condition and the
related statements of changes in plan equity present fairly, in all material
respects, the financial condition of the Bird Employees' Savings and Profit
Sharing Plan (the "Plan") at December 31, 1996 and 1995, and the changes in plan
equity for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information schedules of
Assets Held for Investment Purposes and Reportable Transactions are presented
for purposes of additional analysis and are not a required part of the basis
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of financial condition and the statement of changes in plan equity is
presented for purposes of additional analysis rather than to present the
financial condition and changes in plan equity of each fund. The additional
information schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Price Waterhouse LLP
1
<PAGE> 5
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF FINANCIAL CONDITION (WITH FUND INFORMATION)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1996
------------------------------------------------------------------------------------------------
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------------------
VALUE STABLE CORPORATE INT'L INCOME GROWTH MULTI
EQUITY VALUE STOCK EQUITY AND GROWTH OPPORTUNITY ASSET LOAN
FUND FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Bird Inc. common stock $ - $ - $195,944 $ - $ - $ - $ - $ -
Insurance Company pooled
separate accounts - 2,530,331 - - - - - -
Mutual funds 788,771 - 8,922 116,107 499,242 1,264,603 331,517 -
Participant Loans - - - - - - - 93,123
Interest/dividends receivable - 11,945 - - - - - -
Employer contributions receivable 11,509 22,067 461 2,935 7,280 13,953 5,706 -
Employee contributions receivable 2,501 6,336 211 1,662 2,016 3,484 1,443 -
-------- ---------- -------- -------- -------- ---------- -------- -------
Total assets $802,781 $2,570,679 $205,538 $120,704 $508,538 $1,282,040 $338,666 $93,123
======== ========== ======== ======== ======== ========== ======== =======
LIABILITIES AND PLAN EQUITY
Accrued expenses $ - $ - $ - $ - $ - $ - $ - $ -
-------- ---------- -------- -------- -------- ---------- -------- -------
Total liabilities - - - - - - - -
Plan equity 802,781 2,570,679 205,538 120,704 508,538 1,282,040 338,666 93,123
-------- ---------- -------- -------- -------- ---------- -------- -------
Total liabilities and
plan equity $802,781 $2,570,679 $205,538 $120,704 $508,538 $1,282,040 $338,666 $93,123
======== ========== ======== ======== ======== ========== ======== =======
<CAPTION>
- --------------------------------------------------------------------------------
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
NON-
PARTICIPANT
DIRECTED
-----------
CORPORATE
STOCK
FUND TOTAL
<S> <C> <C>
ASSETS
Investments at fair value:
Bird Inc. common stock $348,344 $ 544,288
Insurance Company pooled
separate accounts - 2,530,331
Mutual funds 15,860 3,025,022
Participant Loans - 93,123
Interest/dividends receivable - 11,945
Employer contributions receivable 6,322 70,233
Employee contributions receivable - 17,653
-------- ----------
Total assets $370,526 $6,292,595
======== ==========
LIABILITIES AND PLAN EQUITY
Accrued expenses $ - $ -
-------- ----------
Total liabilities - -
Plan equity 370,526 6,292,595
-------- ----------
Total liabilities
and plan equity $370,526 $6,292,595
======== ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-2-
<PAGE> 6
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF FINANCIAL CONDITION (WITH FUND INFORMATION)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1995
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------------------------------
VALUE STABLE CORPORATE INT'L INCOME GROWTH MULTI SHORT
EQUITY VALUE STOCK EQUITY AND GROWTH OPPORTUNITY ASSET LOAN TERM
FUND FUND FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Bird Inc. common stock $ - $ - $171,465 $ - $ - $ - $ - $ - $ -
Bank collective trust funds - 3,131,074 - - - - - - -
Mutual funds 638,624 - 9,053 89,346 660,184 1,094,238 377,650 - -
Participant Loans - - - - - - - 41,223 -
Interest/dividends receivable - - - - - - - - -
Employer contributions
receivable 11,654 26,889 772 2,379 8,528 15,871 4,647 - -
Employee contributions
receivable 3,400 8,516 337 776 3,035 4,215 1,286 - -
Cash - - - - - - - - 10
-------- ---------- -------- ------- -------- ---------- -------- ------- ---
Total assets $653,678 $3,166,479 $181,627 $92,501 $671,747 $1,114,324 $383,583 $41,223 $10
======== ========== ======== ======= ======== ========== ======== ======= ===
LIABILITIES AND PLAN EQUITY
Accrued expenses $ - $ 2,258 $ - $ - $ - $ - $ - $ - $ -
-------- ---------- -------- ------- -------- ---------- -------- ------- ---
Total liabilities - 2,258 - - - - - - -
Plan equity 653,678 3,164,221 181,627 92,501 671,747 1,114,324 383,583 41,223 10
-------- ---------- -------- ------- -------- ---------- -------- ------- ---
Total liabilities and
plan equity $653,678 $3,166,479 $181,627 $92,501 $671,747 $1,114,324 $383,583 $41,223 $10
======== ========== ======== ======= ======== ========== ======== ======= ===
<CAPTION>
- --------------------------------------------------------------------------------
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
NON-
PARTICIPANT
DIRECTED
------------
CORPORATE
STOCK
FUND TOTAL
<S> <C> <C>
ASSETS
Investments at fair value:
Bird Inc. common stock $279,759 $ 451,224
Bank collective trust funds - 3,131,074
Mutual funds 14,771 2,883,866
Participant Loans - 41,223
Interest/dividends receivable - -
Employer contributions
receivable 8,203 78,943
Employee contributions
receivable - 21,565
Cash - 10
-------- ----------
Total assets $302,733 $6,607,905
======== ==========
LIABILITIES AND PLAN EQUITY
Accrued expenses $ - $ 2,258
-------- ----------
Total liabilities - 2,258
Plan equity 302,733 6,605,647
-------- ----------
Total liabilities and
plan equitY $302,733 $6,607,905
======== ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-3-
<PAGE> 7
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN PLAN EQUITY (WITH FUND INFORMATION)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------------------------------------------------------------------------
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------------------------
VALUE STABLE CORPORATE INT'L INCOME GROWTH MULTI SHORT
EQUITY VALUE STOCK EQUITY AND GROWTH OPPORTUNITY ASSET LOAN TERM
FUND FUND FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ - $ 137,929 $ - $ - $ - $ - $ - $ 7,240 $ -
Dividends 10,122 - 409 8,213 15,640 18,307 8,364 - -
-------- ---------- -------- -------- -------- ---------- -------- ------- ---
Total investment
income 10,122 137,929 409 8,213 15,640 18,307 8,364 7,240 -
Administrative expenses (100) (100) (18) - - - - - (10)
-------- ---------- -------- -------- -------- ---------- -------- ------- ---
Net appreciation
(depreciation)
of investments 132,114 12,294 18,930 2,958 25,289 172,057 44,511 - -
-------- ---------- -------- -------- -------- ---------- -------- ------- ---
Net investment income 142,136 150,123 19,321 11,171 40,929 190,364 52,875 7,240 (10)
Contributions:
Employee 41,224 95,121 2,924 14,316 33,105 55,206 16,941 - -
Employer - non cash - - - - - - - - -
Employer - cash 11,509 22,067 461 2,934 7,280 13,953 5,706 - -
-------- ---------- -------- -------- -------- ---------- -------- ------- ---
Total contributions 52,733 117,188 3,385 17,250 40,385 69,159 22,647 - -
-------- ---------- -------- -------- -------- ---------- -------- ------- ---
Participant withdrawals (91,388) (891,959) (3,504) (1,247) (57,399) (149,635) (130,535) - -
-------- ---------- -------- -------- -------- ---------- -------- ------- ---
Net increase (decrease) prior
to transfers 103,481 (624,648) 19,202 27,174 23,915 109,888 (55,013) 7,240 (10)
Employee election interfund
transfers 54,674 64,444 11,941 273 (187,788) 57,309 7,073 - -
-------- ---------- -------- -------- -------- ---------- -------- ------- ---
Loans issued (10,810) (45,700) (8,000) - - (787) (403) 65,700 -
Loan repayments 1,758 12,362 768 756 664 1,306 3,426 (21,040) -
Net increase (decrease) in
plan assets 149,103 (593,542) 23,911 28,203 (163,209) 167,716 (44,917) 51,900 (10)
Plan equity beginning
of year 653,678 3,164,221 181,627 92,501 671,747 1,114,324 383,583 41,223 10
-------- ---------- -------- -------- -------- ---------- -------- ------- ---
Plan equity end of year $802,781 $2,570,679 $205,538 $120,704 $508,538 $1,282,040 $338,666 $93,123 $ -
======== ========== ======== ======== ======== ========== ======== ======= ===
<CAPTION>
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
NON-
PARTICIPANT
DIRECTED
-----------
CORPORATE
STOCK
FUND TOTAL
<S> <C> <C>
Investment Income:
Interest $ - $ 145,169
Dividends 727 61,782
-------- ----------
Total investment income 727 206,951
Administrative expenses (32) (260)
-------- ----------
Net appreciation (depreciation)
of investments 33,652 441,805
-------- ----------
Net investment income 34,347 648,496
Contributions:
Employee - 258,837
Employer - non cash 90,859 90,859
Employer - cash - 63,910
-------- ----------
Total contributions 90,859 413,606
-------- ----------
Participant withdrawals (49,487) (1,375,154)
-------- ----------
Net increase (decrease) prior
to transfers 75,719 (313,052)
Employee election interfund
transfers (7,926) -
-------- ----------
Loans issued - -
Loan repayments - -
Net increase (decrease) in
plan assets 67,793 (313,052)
Plan equity beginning of year 302,733 6,605,647
-------- ----------
Plan equity end of year $370,526 $6,292,595
======== ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-4-
<PAGE> 8
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN PLAN EQUITY (WITH FUND INFORMATION)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------------------
GROWTH AND VALUE STABLE CORPORATE INT'L MONEY
INCOME EQUITY VALUE STOCK EQUITY MARKET PURITAN
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 3,849 $ - $27,758 $ 280 $ - $ 21 $2,712
Dividends 14,024 8,329 - 117 2,784 3,985 7,754
---------- -------- ---------- -------- ------- -------- --------
Total investment income 17,873 8,329 27,758 397 2,784 4,006 10,466
Administrative expenses (975) - (14,760) - (386) - (2,247)
---------- -------- ---------- -------- ------- -------- --------
Net appreciation (depreciation)
of investments 223,976 38,307 238,972 (171,987) 4,864 - 48,227
---------- -------- ---------- -------- ------- -------- --------
Net investment income 240,874 46,636 251,970 (171,590) 7,262 4,006 56,446
Contributions:
Employee 70,289 22,745 137,624 20,289 5,599 7,426 37,995
Employer - 11,654 26,889 772 2,379 - -
---------- -------- ---------- -------- ------- -------- --------
Total contributions 70,289 34,399 164,513 21,061 7,978 7,426 37,995
---------- -------- ---------- -------- ------- -------- --------
Participant withdrawals (527,902) (189) (2,761,971) (93,352) (186) (16,451) (214,450)
---------- -------- ---------- -------- ------- -------- --------
Net increase (decrease) prior
to transfers (216,739) 80,846 (2,345,488) (243,881) 15,054 (5,019) (120,009)
Employee election interfund
transfers (1,471,640) 572,832 591,745 (86,188) 78,888 (122,144) (444,888)
---------- -------- ---------- -------- ------- -------- --------
Loans issued - - (37,583) - (1,500) - -
Loan repayments - - 1,038 118 59 - -
Net increase (decrease) in
plan assets (1,688,379) 653,678 (1,790,288) (329,951) 92,501 (127,163) (564,897)
Plan equity beginning of year 1,688,379 - 4,954,509 511,578 - 127,163 564,897
---------- -------- ---------- -------- ------- -------- --------
Plan equity end of year $ - $653,678 $3,164,221 $181,627 $92,501 $ - $ -
========== ======== ========== ======== ======= ======== ========
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
PARTICIPANT DIRECTED PARTICIPANT
---------------------------------------------------------------------------------------------
INCOME GROWTH INTERMEDIATE MULTI SHORT
AND GROWTH CONTRA OPPORTUNITY BOND ASSET LOAN TERM
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ - $ 3,867 $ - $ 471 $ - $ 508 $ -
Dividends 12,768 - 13,269 3,108 13,057 - -
---------- ---------- ---------- -------- -------- -------- ------
Total investment income 12,768 3,867 13,269 3,579 13,057 508 -
Administrative expenses - (3,564) - (1,466) - - -
---------- ---------- ---------- -------- -------- -------- ------
Net appreciation (depreciation)
of investments 17,658 206,210 69,252 5,599 19,394 - -
---------- ---------- ---------- -------- -------- -------- ------
Net investment income 30,426 206,513 82,521 7,712 32,451 508 -
Contributions:
Employee 22,533 58,315 29,433 8,256 9,941 - -
Employer 8,528 - 15,871 - 4,647 - -
---------- ---------- ---------- -------- -------- -------- ------
Total contributions 31,061 58,315 45,304 8,256 14,588 - -
---------- ---------- ---------- -------- -------- -------- ------
Participant withdrawals (245) (324,338) (56,780) (83,456) (190) - -
---------- ---------- ---------- -------- -------- -------- ------
Net increase (decrease) prior
to transfers 61,242 (59,510) 71,045 (67,488) 46,849 508 0
Employee election interfund
transfers 610,997 (1,025,899) 1,043,279 (77,513) 339,089 - (8,558)
---------- ---------- ---------- -------- -------- -------- ------
Loans issued (497) - - - (2,420) 42,000 -
Loan repayments 5 - - - 65 (1,285) -
---------- ---------- ---------- -------- -------- -------- ------
Net increase (decrease) in
plan assets 671,747 (1,085,409) 1,114,324 (145,001) 383,583 41,223 (8,558)
Plan equity beginning of year - 1,085,409 - 145,001 - - 8,568
---------- ---------- ---------- -------- -------- -------- ------
Plan equity end of year $671,747 $ - $1,114,324 $ - $383,583 $ 41,223 $ 10
========== ========== ========== ======== ======== ======== ======
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
NON-
PARTICIPANT
DIRECTED
-----------
CORPORATE
STOCK
FUND TOTAL
<S> <C> <C>
Investment Income:
Interest $ 458 $ 39,924
Dividends 192 79,387
-------- ----------
Total investment income 650 119,311
Administrative expenses - (23,398)
-------- ----------
Net appreciation (depreciation)
of investments (280,611) 419,861
-------- ----------
Net investment income (279,961) 515,774
Contributions:
Employee - 430,445
Employer 138,153 208,893
-------- ----------
Total contributions 138,153 639,338
-------- ----------
Participant withdrawals (209,703) (4,289,213)
-------- ----------
Net increase (decrease) prior
to transfers (351,511) (3,134,101)
Employee election interfund
transfers - -
-------- ----------
Loans issued - -
Loan repayments - -
Net increase (decrease) in
plan assets (351,511) (3,134,101)
Plan equity beginning of year 654,244 9,739,748
-------- ----------
Plan equity end of year $302,733 $6,605,647
======== ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-5-
<PAGE> 9
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Bird Employees' Savings and Profit
Sharing Plan (the "Plan") is intended to give a general summary of its
principal provisions. Participants should refer to the Plan document for a
more complete description of the Plan.
The Plan was adopted by the Board of Directors of Bird Corporation (the
"Company") as of July 1, 1983 and restated in its entirety as of January
1, 1985. The Plan was established to provide the Company's employees with
a retirement program of Company base and profit sharing contributions and
a regular savings and investment plan, which is funded with employee and
Company contributions. The Plan is considered a defined contribution plan
and is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
ELIGIBILITY
All employees of the Company and certain of its subsidiaries, excluding
those covered by a collective bargaining agreement, are eligible to
participate in the Plan.
COMPANY BASE CONTRIBUTIONS
Company base contributions are based on 2% of each employee's eligible
compensation for all employees. Company base contributions for the years
ended December 31, 1996 and 1995 amounted to $63,910 and $70,740,
respectively.
PROFIT SHARING CONTRIBUTIONS
Annual Company profit sharing contributions, if earned, are based upon
certain defined levels of return on equity by the Company and its business
units. The amount of the Company's contributions are dependent upon the
amount of profits (as defined) earned by the Company or a business unit,
and distributions to employees of the Company or a business unit are based
on their eligible compensation. Employees have the option to receive in
cash, up to 50% of their share of the Company's annual profit sharing
contribution. This cash portion of the profit sharing contribution is paid
directly by the Company to the employee. There were no such contributions
made for the years ended December 31, 1996 and 1995.
SAVINGS CONTRIBUTIONS
Eligible employees may contribute 1% to 15% of their eligible compensation
to the Plan and the Company may make discretionary matching contributions
with respect to the first 6% of each employee's contribution. All Company
matching contributions are made to the Corporate Stock Fund. The Plan does
not require an employee to make contributions to the Plan in order to
become eligible to participate in the annual Company base or profit
sharing contributions described in the items above. Matching contributions
for the years ended December 31, 1996 and 1995 amounted to 19,249 shares
of Company stock valued at $90,859 and 19,575 shares valued at $138,153,
respectively. Forfeitures from the non-vested portion of terminated
participants' account balances for the years ended December 31, 1996 and
1995, in the amount of $1,617 and $3,700, respectively, were used against
Company contributions as permitted by the Plan (see vesting below).
-6-
<PAGE> 10
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
PARTICIPANT ACCOUNTS
Each participant's account is maintained by an independent recordkeeper
and reflects employee contributions, and Company matching, base and profit
sharing contributions. Accounts are periodically adjusted to reflect the
effect of investment income, realized and unrealized capital gains
(losses), trustee expenses, and withdrawals and other distributions.
Investment income, realized and unrealized capital gains (losses), and
trustee expenses are allocated to participant's accounts based upon each
participant's equity in the Plan at the end of the preceding valuation
period.
VESTING
Vesting of Company base and matching contributions accrue at a rate of 20%
per year for each year of service or contributory participation in the
Plan, respectively. Participants are immediately vested in Company profit
sharing contributions and employee contributions, plus earnings thereon.
In addition to becoming fully vested as defined above, a participant's
account becomes fully vested upon retirement, attainment of age 65, death,
or occurrence of total and permanent disability or Plan termination. If a
portion of the Company base or matching contributions is not vested upon a
participant's termination, the non-vested portion will be forfeited, and
used to reduce future Company contributions to the Plan.
An amendment to the Plan was adopted on June 16, 1994 stating that in the
event of a change in control of the Company each participant shall
immediately be 100% vested in his Company Matching Contribution Account
and his Company Base Contribution Account. Such a change in control
occurred during 1995 and as such, all then active participants in the Plan
became 100% vested.
PAYMENTS OF BENEFITS
Upon termination of service due to death, retirement, or complete
disability, a participant or his beneficiary may elect to receive benefits
equal to the full value of his account in the form of a lump-sum
distribution or in the form of an annuity, which will be in the form of a
joint and survivor annuity if the participant is married. If termination
occurs due to other reasons, the participant is entitled to receive the
total amount of employee contributions and the vested portion of Company
contributions. Such distributions are payable in cash or, in the case of
the Corporate Stock Fund, in cash or shares, as elected by the
participant. Participants have limited withdrawal rights during
employment.
LOANS
In accordance with the terms of the plan document, effective July 1, 1995,
Plan participants may be granted loans. There is no minimum requirement
for a loan, however, the maximum loan amount is the lesser of 50% of the
participant's vested account balance or $50,000. The loan is secured by
the balance in the participant's account and bears interest at a rate
comparable to a commercial lending institution as determined by the Plan
Administrator. Loans must be repaid within five years. At December 31,
1996, the Plan had eleven loans outstanding with interest rates ranging
from 9.75% to 10.25% per annum. Loans are stated at principal outstanding
which approximates fair value.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of
-7-
<PAGE> 11
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
contingent assets and liabilities at the date of the financial statements
and the reported amounts of sources and applications of net assets during
the reporting period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies which are in
conformity with generally accepted accounting principles consistently
followed by the Plan in the preparation of its financial statements.
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis of
accounting.
INVESTMENTS
As more fully described in Note 3, Plan investments consist of
participations in an insurance company pooled separate account, a bank
collective trust fund, mutual funds, and shares of Bird Corporation common
stock. Closing active market quotations are used to value mutual funds and
common stock. The bank collective trust fund is recorded at fair value
based on net asset value per unit as determined by the trustee. The pooled
separate account is valued on a daily basis by the trustee. The average
cost method is used to determine the net gain or loss on investment
transactions.
EXPENSES
As of July 1, 1995, trustee and other administrative expenses are paid by
the Company with the exception of loan fees which are charged to
participant accounts. Previously, trustee expenses were paid by the Plan.
The trustee charged each fund for the direct expenses of that fund. All
other expenses of the Plan were paid for by the Company.
3. INVESTMENTS
The Plan's investments were held by CoreStates Bank, N.A. as trustee under
the Trust Agreement for the Plan until June 30, 1995. Effective July 1,
1995 the Plan's investments were held by New York Life Trust Company as
trustee, offering seven investment options to participants. Prior to July
1, 1995 similar investment options were also offered. Investment vehicles
under each of the Plan's fund options are selected by the Company. The
trustee executes transactions in accordance with participant elections as
to investment fund contributions.
At December 31, 1996 and 1995, the Plan's investment options, the
underlying funds, and their objectives are as follows:
VALUE EQUITY FUND
Mainstay Institutional Service Value Equity Fund
The fund's objective is to seek maximum long term total return from a
combination of capital growth and income.
STABLE VALUE FUND
New York Life Anchor Account
The Anchor account's objective is to provide a low-risk stable investment
offering competitive yields and limited volatility by investing in
investment grade, high quality fixed income securities. At December 31,
1995, this option's funds were invested in the Frank Russell Capital
Contract Fund, a common/collective fund with an investment objective
similar to the New York Life Anchor Account.
-8-
<PAGE> 12
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
CORPORATE STOCK FUND
Bird Corporation Common Stock
INTERNATIONAL EQUITY FUND
Mainstay Institutional Service International Equity Fund
The fund's objective is to seek maximum long term growth of capital by
investing in a portfolio consisting primarily of non-U.S. equity
securities.
INCOME AND GROWTH FUND
Fidelity Advisor Balanced Fund
(formerly the Fidelity Advisor Series II Income and Growth Fund)
The fund's objective is to seek a high level of income with the potential
for growth by investing in securities of U. S. and foreign issues,
including those in emerging markets.
GROWTH OPPORTUNITY FUND
Fidelity Advisor Growth Opportunities Fund
The fund's objective is to seek capital growth by investing primarily in
common stocks and convertible securities of foreign and domestic
corporations and governments. At least 65% of the Fund's portfolio is
invested in securities with long term growth potential.
MULTI ASSET FUND
Mainstay Institutional Service Multi Asset Fund
The fund's objective is to seek maximum total return from a combination of
common stocks, fixed income securities, and money market investments,
consistent with certain investment constraints on amounts allocated to
each asset class.
<TABLE>
Investments that represent 5% or more of total Plan investments are as
follows:
<CAPTION>
DECEMBER 31,
1996 1995
<S> <C> <C>
Fidelity Advisor Growth Opportunities Fund $1,264,603 $1,094,238
Fidelity Advisor Balanced Fund
(formerly Fidelity Advisor Series II
Income and Growth Fund) 499,242 660,184
Mainstay Institutional
Service Value Equity Fund 788,771 638,624
Mainstay Institutional
Service Multi Asset Fund 331,517 317,650
Bird Corporation Common Stock 544,288 451,224
Frank Russell Capital Contract Fund --- 3,131,074
New York Life Anchor Account 2,530,331 ---
</TABLE>
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<PAGE> 13
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
4. PLAN TERMINATION
The Company anticipates that the Plan will continue without interruption,
but reserves the right to discontinue the Plan. In the event that the Plan
and the related trust fund terminate, participants' accounts will become
fully vested and non-forfeitable. All accounts will be valued as of the
termination date and account balances will be distributed in full to
participants.
5. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
<TABLE>
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<CAPTION>
YEAR ENDED
DECEMBER 31,
1996 1995
<S> <C> <C>
Plan equity per the financial statements $6,292,595 $6,605,647
Amounts allocated to withdrawing
participants (25,148) (101,232)
---------- ----------
Plan equity per the Form 5500 $6,267,447 $6,504,415
========== ==========
<CAPTION>
The following is a reconciliation of participant withdrawals per the
financial statements to the Form 5500:
YEAR ENDED
DECEMBER 31,
1996 1995
Participant withdrawals per the financial
statements $1,375,154 $4,289,213
Amounts allocated to withdrawing
participants: at beginning of year (101,232) (652,259)
at end of year 25,148 101,232
---------- ----------
Participant withdrawals per the Form 5500 $1,299,070 $3,738,186
========== ==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to year-end but not yet paid. At December 31, 1996 there were
participant withdrawals of $25,148 pending processing by the trustee from
the Stable Value and Corporate Stock Funds.
6. FEDERAL INCOME TAXES
The Plan is intended to meet the requirements of Section 401 of the
Internal Revenue Code ("Code"). Under the provisions of Section 401 of the
Code,
-10-
<PAGE> 14
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
employer contributions to a qualified plan and earnings are not subject to
federal or state income tax. Benefit payments received from a qualified
plan are taxable in the year they are received. The Company received
notification of qualification for the Plan and Plan amendments under
Section 401 of the Code in a favorable determination letter dated August
6, 1996.
Management has asserted that the Plan and its operations have been and
continue to be in accordance with all applicable provisions of ERISA and
the Code.
7. UNALLOCATED PLAN EQUITY
Plan equity of $6,204,730 and $6,507,387 was allocated to participant
accounts at December 31, 1996 and December 31, 1995, respectively. The
difference between allocated Plan equity and Plan equity per the statement
of financial condition is primarily due to contribution receivables
recorded on the statement of financial condition not yet allocated to
participant accounts.
-11-
<PAGE> 15
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION
SCHEDULE I
ASSETS HELD FOR INVESTMENT PURPOSES ITEM 27A FORM 5500
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/ CURRENT
UNITS COST VALUE
<S> <C> <C> <C>
MULTI ASSET FUND
Mainstay Institutional Service
Multi Asset Fund 25,134 $ 310,386 $ 331,517
---------- ----------
CORPORATE STOCK FUND
Mainstay Institutional Money Market 24,782 24,782 24,782
Bird Corporation Common Stock 104,923 897,365 544,288
---------- ----------
922,147 569,070
---------- ----------
GROWTH OPPORTUNITIES FUND
Fidelity Advisor Growth
Opportunities Fund 35,824 1,101,244 1,264,603
---------- ----------
INCOME & GROWTH FUND
Fidelity Advisor Balanced Fund
(formerly Fidelity Advisor Series II
Income & Growth Fund) 30,479 468,486 499,242
---------- ----------
INTERNATIONAL EQUITY FUND
Mainstay Institutional Service
International Equity Fund 10,974 110,142 116,107
---------- ----------
VALUE EQUITY FUND
Mainstay Institutional Service
Value Equity Fund 49,765 712,769 788,771
---------- ----------
STABLE VALUE FUND
New York Life Anchor Account 2,530,331 2,530,331 2,530,331
---------- ----------
PLAN PARTICIPANTS LOANS
9.75% to 10.25% per annum, maturity
dates ranging from 4/7/97 to 2/2/02 93,123 93,123 93,123
---------- ----------
Total Investments $6,248,628 $6,192,764
========== ==========
</TABLE>
-12-
<PAGE> 16
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION
SCHEDULE II
REPORTABLE TRANSACTIONS INVOLVING AMOUNTS IN EXCESS OF 5% OF
CURRENT VALUE OF PLAN ASSETS ITEM 27d FORM 5500
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
NUMBER NET
OF PURCHASE SELLING COST OF CURRENT GAIN/
DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE ASSET VALUE ON (LOSS)
TRANS DATE
<S> <C> <C> <C> <C> <C> <C>
Fidelity Advisor Growth 26 $ 222,030 - - $ 222,030 -
Opportunities Fund 12 - $ 174,902 $ 162,288 $ 174,902 $ 12,614
Fidelity Advisor Balanced Fund
(formerly Fidelity Advisor 21 $ 80,554 - - $ 80,554 -
Series II Income and Growth Fund) 12 $ - $ 263,473 $ 255,841 $ 263,473 $ 7,632
Mainstay Institutional 40 $ 193,801 - - $ 193,801 -
Money Market 54 - $ 192,843 $ 192,843 $ 192,843 -
Mainstay Institutional Service 21 $ 214,692 - - $ 214,692 -
Value Equity Fund 13 - $ 127,795 $ 117,156 $ 127,795 $ 10,639
Mainstay Institutional Service 22 $ 136,058 - - $ 136,058 -
Multi Asset Fund 8 - $ 223,526 $ 219,276 $ 223,526 $ 4,250
New York Anchor Account 31 $3,489,724 - - $3,489,724 -
40 - $ 959,393 $ 959,393 $ 959,393 -
1 $3,027,613 - - $3,027,613 -
Frank Russell Capital Contract 4 - $3,143,367 $3,041,838 $3,143,367 $101,529
Fund 1 - $3,027,613 $2,929,743 $3,027,613 $ 97,870
</TABLE>
-13-
<PAGE> 17
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 33-36305) of
Bird Corporation of our report dated May 29, 1997 relating to the financial
statements of the Bird Employees' Savings and Profit Sharing Plan for the year
ended December 31, 1996 included with this Form 11-K.
/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
June 25, 1997
