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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and
SCHEDULE 13D
under the Securities Exchange Act of 1934
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BIRD CORPORATION
(Name of Subject Company)
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BI EXPANSION II CORP.
CERTAINTEED CORPORATION
COMPAGNIE DE SAINT-GOBAIN
(Bidders)
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Common Stock, Par Value $1.00 Per Share
$1.85 Cumulative Convertible Preference Stock, Par Value $1.00 Per Share
(Title of Classes of Securities)
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 E. SWEDESFORD ROAD
VALLEY FORGE, PENNSYLVANIA 19482
(610) 341-7108
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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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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CertainTeed Corporation ("CertainTeed"), BI Expansion II Corp. (the
"Purchaser") and Compagnie de Saint-Gobain ("Saint-Gobain") hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (which also
constitutes a Statement on Schedule 13D) originally filed on January 16, 1998
(the "Statement"), with respect to an offer (the "Offer") to purchase all
outstanding shares of Common Stock, par value $1.00 per share, 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 January 16,
1998. Capitalized terms not defined herein have the meanings assigned thereto
in the Statement.
ITEM 1. SECURITY AND SUBJECT COMPANY.
The response to Item 1 is hereby amended by the addition of the following
after the final sentence of Item 1(b):
In determining whether any of the conditions to the Offer have been
satisfied, the Purchaser will apply a standard of reasonable judgment. In
addition, the Purchaser confirms that it will interpret its rights under
Section 14 of the Offer to require it, subject to any applicable rules and
regulations of the SEC, including Rule 14e-1(c) under the Exchange Act
(relating to Purchaser's obligation to pay for or return tendered Shares after
the termination or withdrawal of the Offer), to pay for any Shares accepted
for payment under the Offer.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10 is hereby amended by the addition of the following
after the final sentence of Item 10:
On January 26, 1998, the Nasdaq Stock Market, Inc. notified the Company that
the Preference Shares did not meet the listing requirements for the Nasdaq
Small Cap Market. On January 30, 1998, the Company and CertainTeed jointly
announced that the Federal Trade Commission granted early termination of the
Hart-Scott-Rodino waiting period, effective January 29, 1998, with respect to
the Merger. A copy of a press release announcing the early termination is
filed as Exhibit (a)(9) hereto and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 11 is hereby amended by the addition of the following
new exhibit:
(a)(9) Text of Press Release dated January 30, 1998, issued by the Company
and CertainTeed.
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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: February 2, 1998
BI EXPANSION II CORP.,
/s/ John R. Mesher
By___________________________________
NAME: JOHN R. MESHER
TITLE: VICE PRESIDENT
CERTAINTEED CORPORATION,
/s/ John R. Mesher
By___________________________________
NAME: JOHN R. MESHER
TITLE: VICE PRESIDENT
COMPAGNIE DE SAINT GOBAIN,
/s/ Gianpaolo Caccini
By___________________________________
NAME: GIANPAOLO CACCINI
TITLE: SENIOR VICE PRESIDENT
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EXHIBIT INDEX
Exhibit Page
Number Exhibit Name Number
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(a)(9) Text of Press Release dated
January 30, 1998, issued by the
Company and CertainTeed...............
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[Exhibit (a)(9)]
[LETTERHEAD OF BIRD CORPORATION APPEARS HERE]
NEWS RELEASE
Bird Corporation CertainTeed Corporation
1077 Pleasant Street 750 East Swedesford Road
Norwood, MA 02062-6714 Valley Forge, PA 19482
Contact: R. C. Maloof Contact: Dorothy C.
F. S. Anthony Wackerman
Phone: (203) 651-0656 Phone: (610) 341-7428
FOR IMMEDIATE RELEASE:
FTC Grants Early Termination of Hart-Scott-Rodino
Waiting Period with Respect to Proposed
Acquisition of Bird Corporation by CertainTeed Corporation
January 30, 1998--Norwood, MA--Bird Corporation (NASDAQ:BIRD)--Bird Corporation
and CertainTeed Corporation, a subsidiary of Compagnie de Saint-Gobain (Paris,
France), today jointly announced that the Federal Trade Commission granted early
termination of the Hart-Scott-Rodino waiting period, effective January 29, 1998,
with respect to the previously announced acquisition of Bird by CertainTeed. The
waiting period refers to the time during which the government could request
additional information or documents with respect to the proposed acquisition.
As was previously announced, on January 12, 1998, CertainTeed and Bird entered
into a definitive agreement providing for CertainTeed to acquire all of Bird's
outstanding common, preferred and preference shares in a two-step merger
transaction. The first step consists of an all cash tender offer to purchase
all outstanding shares of Bird's common stock for $5.50 per share and Bird's
$1.85 cumulative convertible preference stock for $20 per share (which amount
shall not be adjusted for any accrued and unpaid dividends thereon as of the
expiration of the offer), and the second step consists of a merger of a
subsidiary of CertainTeed into Bird.
The tender offer is scheduled to expire at midnight (EDT) on Friday, February
13, 1998, unless the offer is extended. The offer is made only pursuant to the
offer to purchase and related letter of transmittal.
Bird Corporation, founded in 1795, is primarily a manufacturer of asphalt
shingles and roll-roofing goods with annual sales of more than $50 million.
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2
CertainTeed Corporation, headquartered in Valley Forge, Pennsylvania, is a
leading producer of fiber glass products (insulation and reinforcements) and
building materials (roofing, ventilation products, vinyl siding and windows,
vinyl fence and railing, and piping products).
