<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-2
SECOND AMENDMENT
(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, 1997
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: (781) 551-0656
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title Of each class On which registered none
------------------- ------------------------
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, 1998 was $910,000. As of March 3, 1998 there were
4,161,376 shares of Bird Corporation common stock, par value $1 per share,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<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, 1997 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, 1997.
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 30, 1998 /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, 1997
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
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 June 5, 1998 relating to the financial
statements of the Bird Employees' Savings and Profit Sharing Plan for the year
ended December 31, 1997 included with this Form 11-K.
/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
June 29, 1998
<PAGE> 3
BIRD EMPLOYEES' SAVINGS
AND PROFIT SHARING PLAN
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
DECEMBER 31, 1997 AND 1996
<PAGE> 4
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 Assets Available for Benefits
(with Fund Information) 2 - 3
Statement of Changes in Assets Available for
Benefits (with Fund Information) 4
Notes to Financial Statements 5 - 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> 5
REPORT OF INDEPENDENT ACCOUNTANTS
June 5, 1998
To the Participants and Committee of
the Bird Employees' Savings and Profit
Sharing Plan
In our opinion, the accompanying statements of assets available for benefits and
the related statement of changes in assets available for benefits of the Bird
Employees' Savings and Profit Sharing Plan (the "Plan") present fairly, in all
material respects, the assets available for benefits at December 31, 1997 and
1996, and the changes in assets available for benefits for the year ended
December 31, 1997, 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 basic
financial statements but are additional 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 statements
of assets available for benefits and the statement of changes in assets
available for benefits is presented for purposes of additional analysis rather
than to present the assets available for benefits and changes in assets
available for benefits 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
<PAGE> 6
<TABLE>
<CAPTION>
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
- ------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1997
-------------------------------------------------------------------------------------
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------------
STABLE TOTAL MULTI VALUE INDEXED GROWTH COMMON
VALUE RETURN ASSET EQUITY EQUITY OPPORTUNITIES STOCK
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Bird Inc. common stock $ - $ - $ - $ - $ - $ - $ -
Insurance company guaranteed
investment contract 2,341,983 - - - - - -
Mutual funds - 7,597 896,883 873,380 238,684 1,519,171 41,407
Participant Loans - - - - - - -
Employer contributions receivable - - - - - - -
Employee contributions receivable - - - - - - -
Total assets available for benefits $2,341,983 $7,597 $896,883 $873,380 $238,684 $1,519,171 $41,407
========== ====== ======== ======== ======== ========== =======
--------------------------------------------------------------------------
NON-
PARTICIPANT
DIRECTED
-------------------------------------------------
CORPORATE CORPORATE
WORLDWIDE STOCK LOAN STOCK
FUND FUND FUND FUND OTHER TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Bird Inc. common stock $ - $197,672 $ - $319,768 $ - $ 517,440
Insurance company guaranteed
investment contract - - - - - 2,341,983
Mutual funds 119,389 9,910 - 16,030 - 3,722,451
Participant Loans - - 108,737 - - 108,737
Employer contributions receivable - - - - 74,127 74,127
Employee contributions receivable - - - - 16,026 16,026
Total assets available for benefits $119,389 $207,582 $108,737 $335,798 $90,153 $6,780,764
======== ======== ======== ======== ======= ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
2
<PAGE> 7
<TABLE>
<CAPTION>
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
- -----------------------------------------------------------------------------------------------------------------------------
December 31, 1996
------------------------------------------------------------------------------------
Participant Directed
------------------------------------------------------------------------------------
STABLE MULTI VALUE GROWTH CORPORATE INCOME
VALUE ASSET EQUITY OPPORTUNITIES STOCK LOAN AND GROWTH
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Bird Inc. common stock $ - $ - $ - $ - $195,944 $ - $ -
Insurance Company guaranteed
investment contracts 2,530,331 - - - - - -
Mutual funds - 331,517 788,771 1,264,603 8,922 - 499,242
Participant Loans - - - - - 93,123 -
Interest/dividends receivable 11,945 - - - - - -
Employer contributions receivable 22,067 5,706 11,509 13,953 461 - 7,280
Employee contributions receivable 6,336 1,443 2,501 3,484 211 - 2,016
Total assets available for benefits $2,570,679 $338,666 $802,781 $1,282,040 $205,538 $93,123 $508,538
========== ======== ======== ========== ======== ======= ========
-------------------------------------
NON-
PARTICIPANT
DIRECTED
----------- -----------
INT'L CORPORATE
EQUITY STOCK
FUND FUND TOTAL
<S> <C> <C> <C>
ASSETS
Investments at fair value:
Bird Inc. common stock $ - $348,344 $ 544,288
Insurance Company guaranteed
investment contracts - - $2,530,331
Mutual funds 116,107 15,860 $3,025,022
Participant Loans - - $ 93,123
Interest/dividends receivable - - $ 11,945
Employer contributions receivable 2,935 6,322 $ 70,233
Employee contributions receivable 1,662 - $ 17,653
Total assets available for benefits $120,704 $370,526 $6,292,595
======== ======== ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-3-
<PAGE> 8
<TABLE>
<CAPTION>
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
- ------------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
--------------------------------------------------------------------------------------------------
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------------------------
STABLE TOTAL MULTI VALUE INDEXED GROWTH COMMON
VALUE RETURN ASSET EQUITY EQUITY OPPORTUNITIES STOCK WORLDWIDE
FUND FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 145,341 $ - $ - $ - $ - $ - $ - $ -
Dividends - 193 16,598 7,377 3,144 15,733 61 576
---------- ------ -------- -------- -------- ---------- ------- --------
Total investment income 145,341 193 16,598 7,377 3,144 15,733 61 576
Administrative expenses (753) - (279) (93) (77) (656) - (1)
---------- ------ -------- -------- -------- ---------- ------- --------
Net appreciation (depreciation)
of investments - 136 111,857 159,919 9,273 322,129 827 (3,077)
---------- ------ -------- -------- -------- ---------- ------- --------
Net investment income 144,588 329 128,176 167,203 12,340 337,206 888 (2,502)
Contributions:
Employee 68,720 341 32,744 39,898 3,092 59,138 892 8,176
Employer - non cash - - - - - - - -
Employer - cash - - - - - - - -
Rollovers 300 - 600 749 - 749 - -
---------- ------ -------- -------- -------- ---------- ------- --------
Total contributions 69,020 341 33,344 40,647 3,092 59,887 892 8,176
---------- ------ -------- -------- -------- ---------- ------- --------
Participant withdrawals (356,016) - (96,464) (79,259) - (18,308) - -
---------- ------ -------- -------- -------- ---------- ------- --------
Net increase (decrease) prior
to interfund transfers (142,408) 670 65,056 128,591 15,432 378,785 1,780 5,674
Employee election interfund
transfers (74,157) 6,927 484,078 (62,549) 228,048 (140,437) 39,627 115,031
Loans issued (28,342) - (16,465) (10,882) (4,796) (5,544) - (1,891)
Loan repayments 16,211 - 25,548 15,439 - 4,327 - 575
---------- ------ -------- -------- -------- ---------- ------- --------
Net increase (decrease) (228,696) 7,597 558,217 70,599 238,684 237,131 41,407 119,389
Assets available for benefits
Beginning of year 2,570,679 - 338,666 802,781 - 1,282,040 - -
---------- ------ -------- -------- -------- ---------- ------- --------
End of year $2,341,983 $7,597 $896,883 $873,380 $238,684 $1,519,171 $41,407 $119,389
========== ====== ======== ======== ======== ========== ======= ========
-------------------------------------------------------------------------------------------
NON-
PARTICIPANT
DIRECTED
------------------------------------------------- -----------
CORPORATE INCOME INT'L CORPORATE
STOCK LOAN AND GROWTH EQUITY STOCK
FUND FUND FUND FUND FUND OTHER TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ - $ 7,901 $ - $ - $ - $ - $ 153,242
Dividends - - 6027 - - - 49,709
-------- -------- --------- --------- -------- ------- ----------
Total investment income - 7,901 6,027 - - - 202,951
Administrative expenses (163) - - - (227) - (2,249)
-------- -------- --------- --------- -------- ------- ----------
Net appreciation (depreciation)
of investments (49,022) - 60,626 10,256 (93,065) - 529,859
-------- -------- --------- --------- -------- ------- ----------
Net investment income (49,185) 7,901 66,653 10,256 (93,292) - 730,561
Contributions:
Employee 3,464 - 16,224 9,892 - 16,026 258,607
Employer - non cash - - - - 87,316 6,041 93,357
Employer - cash - - - - - 68,086 68,086
Rollovers - - - 600 - - 2,998
-------- -------- --------- --------- -------- ------- ----------
Total contributions 3,464 - 16,224 10,492 87,316 90,153 423,048
-------- -------- --------- --------- -------- ------- ----------
Participant withdrawals - (1,770) (82,537) - (31,086) - (665,440)
-------- -------- --------- --------- -------- ------- ----------
Net increase (decrease) prior
to interfund transfers (45,721) 6,131 340 20,748 (37,062) 90,153 488,169
Employee election interfund
transfers 47,630 - (504,565) (141,967) 2,334 - -
Loans issued (830) 77,300 (8,550) - - - -
Loan repayments 965 (67,817) 4,237 515 - - -
-------- -------- --------- --------- -------- ------- ----------
Net increase (decrease) 2,044 15,614 (508,538) (120,704) (34,728) 90,153 488,169
Assets available for benefits
Beginning of year 205,538 93,123 508,538 120,704 370,526 - 6,292,595
-------- -------- --------- --------- -------- ------- ----------
End of year $207,582 $108,737 $ - $ - $335,798 $90,153 $6,780,764
======== ======== ========= ========= ======== ======= ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-4-
<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 full time employees and part time employees of the Company who work
more than 1000 hours per year, excluding those covered by a Collective
Bargaining Agreement, are eligible to participate in the Plan.
COMPANY BASE CONTRIBUTIONS
Company base contributions are made annually and are based on 2% of the
total of each employee's eligible compensation. Company base contributions
for the years ended December 31, 1997 and 1996 amounted to $68,068 and
$63,910, respectively.
PROFIT SHARING CONTRIBUTIONS
Annual Company profit sharing contributions, if earned, are based upon
certain defined levels of return on equity by the Company. The amount of
the Company's contributions are dependent upon the amount of profits (as
defined) earned by the Company, and distributions to employees of the
Company are based on their eligible compensation. There were no such
contributions made for the years ended December 31, 1997 and 1996.
SAVINGS CONTRIBUTIONS
Eligible employees may contribute 2% 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, 1997 and 1996 amounted to 20,393 shares of Company
stock valued at $93,357 and 19,249 shares valued at $90,859, respectively.
Forfeitures from the non-vested portion of terminated participants' account
balances for the years ended December 31, 1997 and 1996, in the amounts of
$0 and $1,617, respectively, were used against Company contributions as
permitted by the Plan (see "Vesting" below).
-5-
<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), withdrawals and other distributions. Investment income, realized
and unrealized capital gains (losses) 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. 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.
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,
1997, the Plan had 14 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 available for
benefits and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of sources and applications of assets available for benefits 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.
-6-
<PAGE> 11
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO 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, mutual
funds, and shares of Bird Corporation common stock. Closing active market
quotations are used to value the Company's common stock. Units or shares of
the mutual funds and pooled separate account are recorded at fair value
based on net asset value per share or unit. The average cost method is used
to determine the net gain or loss on investment transactions.
EXPENSES
Trustee expenses for one quarter were paid by the Plan in 1997. The trustee
charged each fund for the direct expenses of that fund. All other expenses
of the Plan were paid for by the Company, with the exception of loan fees
which are charged to participant accounts.
3. INVESTMENTS
The Plan's investments are held by New York Life Trust Company as trustee,
offering nine investment options to participants. 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, 1997 and 1996, the Plan's investment options, the
underlying funds, and their objectives (per the applicable prospectus) are
as follows:
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.
TOTAL RETURN FUND
PIMCO Total Return Fund
The PIMCO Total Return Fund is an income oriented mutual fund which also
seeks capital appreciation over time. The fund seeks maximum total return,
consistent with preservation of capital and prudent investment management.
The fund pursues its objective by investing in a range of bonds resulting
in an intermediate maturity portfolio with a duration between 3 and 6
years. This fund was offered to participants effective July 16, 1997.
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.
-7-
<PAGE> 12
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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.
INDEXED EQUITY FUND
MainStay Institutional Indexed Equity Fund
The MainStay Institutional Indexed Equity Fund is a growth and income
mutual fund. The fund seeks to provide investment performance (reflecting
reinvestment of dividends) that corresponds to the total return performance
of common stocks in the aggregate, as represented by the Standard & Poor's
Composite Index of 500 Stocks (S&P 500(R)). The fund seeks to mirror the
performance of the S&P 500 by investing in all of the stocks included in
the S&P 500 in the same proportion as their representation in the index.
This fund was offered to participants effective July 16, 1997.
GROWTH OPPORTUNITIES 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.
COMMON STOCK FUND
Strong Common Stock Fund
Strong Common Stock Fund is a growth mutual fund. The fund seeks capital
growth by investing primarily in equity securities. The fund currently
emphasizes small companies that its adviser believes are under-researched
and attractively valued. This fund was offered to participants effective
July 16, 1997.
WORLDWIDE FUND
Janus Worldwide Fund
The Janus Worldwide Fund is an international equity mutual fund. The fund
seeks long-term growth of capital in a manner consistent with the
preservation of capital. The fund seeks its objective by investing mainly
in common stocks of domestic and foreign issuers, and will normally invest
in issuers from at least five different countries, including the United
States. This fund was offered to participants effective July 16, 1997.
CORPORATE STOCK FUND
Bird Corporation Common Stock
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. This fund was discontinued as an
investment option on July 11, 1997.
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. This fund was discontinued as an investment option on July 11,
1997.
-8-
<PAGE> 13
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Investments that represent 5% or more of assets available for benefits are
as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1997 1996
<S> <C> <C>
Fidelity Advisor Growth Opportunities Fund $1,519,171 $1,264,603
Fidelity Advisor Balanced Fund --- 499,242
Mainstay Institutional
Service Value Equity Fund 873,380 788,771
Mainstay Institutional
Service Multi Asset Fund 896,883 331,517
Bird Corporation Common Stock 543,380 544,288
New York Life Anchor Account 2,341,983 2,530,331
</TABLE>
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
The following is a reconciliation of assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
1997 1996
<S> <C> <C>
Assets available for benefits
per the financial statements $6,780,764 $6,292,595
Amounts allocated to withdrawing
participants 0 (25,148)
---------- ----------
Assets available for benefits
per the Form 5500 $6,780,764 $6,267,447
========== ==========
</TABLE>
Also see Note 7.
-9-
<PAGE> 14
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The following is a reconciliation of participant withdrawals per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997 1996
<S> <C> <C>
Participant withdrawals per the financial
statements $665,440 $1,375,154
Amounts allocated to withdrawing
participants: at beginning of year (25,148) (101,232)
at end of year 0 25,148
-------- ----------
Participant withdrawals per the Form 5500 $640,292 $1,299,070
======== ==========
</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, 1997 there were no
participant withdrawals pending processing by the trustee.
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, 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. The Plan has since been amended and a new determination
letter has not been requested.
Management has asserted that the Plan, as amended, and its operations have
been and continue to be in accordance with all applicable provisions of
ERISA and the Code.
7. UNALLOCATED PLAN ASSETS
Plan assets of $6,690,611 and $6,204,730 were allocated to participant
accounts at December 31, 1997 and December 31, 1996, respectively. The
difference between allocated Plan assets and Plan assets per the statement
of assets available for benefits, is due to contributions receivable
recorded on the statement of assets available for benefits not yet
allocated to participant accounts.
8. SUBSEQUENT EVENTS
On February 13, 1998, CertainTeed Corporation completed a tender offer for
the Company's outstanding common and preferred stock. The Plan's
participant and non-participant directed investments in the Corporate Stock
Fund were exchanged on February 19, 1998 at $5.50 per share, which
approximated fair
-10-
<PAGE> 15
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
market value, and resulted in an insignificant gain to the Plan and its
participants. Cash proceeds from the exchange of participant directed
investments were allocated to each participant's account based on the
participant's investment in the Corporate Stock Fund (if any) and the
participant's directed investment allocations as of that date. Cash
proceeds from the exchange of non-participant directed investments in the
Corporate Stock Fund were allocated to each participant based on the
participant's total account balance relative to the Plan as a whole, and
the participant's directed investment allocations. Participants who had
previously directed contributions to the Corporate Stock Fund were given
the opportunity to direct their tender offer proceeds to other investment
options.
On March 16, 1998, the Plan was amended to allow the Company's monthly
matching contribution to be made in cash, instead of Company common stock,
to each active participant's account.
The acquisition of the Company is not currently expected to affect the
operation or continuation of the Plan.
-11-
<PAGE> 16
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION
SCHEDULE I
ASSETS HELD FOR INVESTMENT PURPOSES ITEM 27A FORM 5500
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/ CURRENT
UNITS COST VALUE
<S> <C> <C> <C>
TOTAL RETURN FUND
PIMCO Total Return Fund 717 $ 7,648 $ 7,597
---------- ----------
MULTI ASSET FUND
Mainstay Institutional Service
Multi Asset Fund 60,559 867,462 896,883
---------- ----------
CORPORATE STOCK FUND
Mainstay Institutional Money Market 25,940 25,940 25,940
Bird Corporation Common Stock 129,360 876,274 517,440
---------- ----------
902,214 543,380
---------- ----------
GROWTH OPPORTUNITIES FUND
Fidelity Advisor Growth
Opportunities Fund 35,787 1,148,916 1,519,171
---------- ----------
STRONG COMMON STOCK FUND 1,970 46,300 41,407
---------- ----------
JANUS WORLDWIDE FUND 3,160 130,089 119,389
---------- ----------
INDEXED EQUITY FUND
Mainstay Institutional Service
Indexed Equity Fund 8,824 234,114 238,684
---------- ----------
VALUE EQUITY FUND
Mainstay Institutional Service
Value Equity Fund 53,418 799,922 873,380
---------- ----------
STABLE VALUE FUND
New York Life Anchor Account 2,341,983 2,341,983 2,341,983
---------- ----------
PLAN PARTICIPANTS LOANS
9.75% to 10.25% per annum, maturity
dates ranging from 12/18/98 to 12/25/2002 108,737 108,737
---------- ----------
Total Investments $6,587,385 $6,690,611
========== ==========
</TABLE>
-12-
<PAGE> 17
<TABLE>
<CAPTION>
BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION
SCHEDULE II
SCHEDULE OF REPORTABLE TRANSACTIONS INVOLVING AMOUNTS IN EXCESS OF 5% OF
CURRENT VALUE OF PLAN ASSETS LINE 27D FORM 5500
FOR THE YEAR ENDED DECEMBER 31, 1997
- ----------------------------------------------------------------------------------------------------------
NUMBER CURRENT NET
OF PURCHASE SELLING COST OF VALUE ON GAIN/
DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE ASSET TRANS DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C>
Fidelity Advisor Balanced Fund 10 $ 34,850 - - $ 34,850 -
9 $ - $600,744 $509,362 $600,744 $91,382
1 - $439,823 $361,000 $439,823 $78,823
Mainstay Institutional Service 20 $157,801 - - $157,801 -
Value Equity Fund 16 - $240,488 $204,894 $240,488 $35,594
Mainstay Institutional Service 22 $635,570 - - $635,570 -
Multi Asset Fund 16 - $198,659 $176,309 $198,659 $22,350
1 $439,823 - - $439,823 -
New York Life Anchor Account 21 $330,577 - - $330,577 -
22 - $676,212 $676,212 $676,212 -
</TABLE>
-13-
