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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 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 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 February 16, 1998, CertainTeed announced the expiration of its cash
tender offer, as scheduled, at midnight (EDT) on Friday, February 13, 1998. A
copy of a press release announcing the preliminary results of the cash tender
offer is filed as Exhibit (a)(10) 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)(10) Text of Press Release dated February 16, 1998, issued by
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 17, 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)(10) Text of Press Release dated
February 16, 1998, issued by
CertainTeed.................
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[EXHIBIT (a)(10)]
[LETTERHEAD OF CERTAINTEED APPEARS HERE]
NEWS RELEASE
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CONTACT DOROTHY C. WACKERMAN CertainTeed Corporation
(610) 341-7428 750 E. Swedesford Road
P.O. Box 860
Valley Forge, PA 19482-0101
FOR IMMEDIATE RELEASE
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CERTAINTEED CORPORATION COMPLETES TENDER OFFER
FOR BIRD CORPORATION
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February 16, 1998 - Valley Forge, PA - CertainTeed Corporation, a
subsidiary of Compagnie de Saint-Gobain (Paris, France), today announced the
completion of its cash tender offer for all of the outstanding shares of Bird
Corporation's common and preference shares at a price of $5.50 per share of
common stock and $20 per share of $1.85 cumulative convertible preference stock.
The offer expired, as scheduled, at midnight (EDT) on Friday, February 13, 1998.
As of the expiration of the offer, based on preliminary information from
the depositary for the offer, approximately 95 percent of the outstanding shares
of each class of common stock and preference stock had been tendered and
accepted for payment.
CertainTeed Corporation and Bird Corporation will now proceed to
complete a merger pursuant to which Bird Corporation will become a wholly owned
subsidiary of
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CERTAINTEED CORPORATION COMPLETES TENDER OFFER
FOR BIRD CORPORATION
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CertainTeed Corporation. In the merger, each share of Bird common stock will be
converted into the right to receive $5.50 in cash and each share of Bird
preference stock will be converted into the right to receive $20 in cash. The
merger is expected to be completed in the second quarter of 1998.
Bird Corporation, founded in 1795, is primarily a manufacturer of
asphalt shingles and roll-roofing goods with annual sales of more than $50
million. The company is headquartered in Norwood, Massachusetts.
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).
