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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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BIRD CORPORATION
(NAME OF SUBJECT COMPANY)
BIRD CORPORATION
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, $1 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
090763103
(CUSIP NUMBER OF CLASS OF SECURITIES)
$1.85 CUMULATIVE CONVERTIBLE PREFERENCE STOCK
(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
(781) 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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This Amendment No. 1 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by Bird Corporation, a Massachusetts corporation (the
"Company"), on January 16, 1998 with respect to an offer by BI Expansion II
Corp., a Massachusetts corporation (the "Purchaser") which is a wholly-owned
subsidiary of CertainTeed Corporation, a Delaware corporation ("CertainTeed"),
to purchase all outstanding shares of Common Stock, par value $1.00 per share
(the "Common Shares"), of the Company and all outstanding shares of $1.85
Cumulative Convertible Preference Stock, par value $1.00 per share (the
"Preference Shares"), of the Company amends the Company's Schedule 14D-9 as
follows:
ITEM 3. IDENTITY AND BACKGROUND.
Item 3(b) is amended as follows:
The Company's Information Statement attached to the Schedule 14D-9 as Annex
A, filed as Exhibit (a)(3) thereto and incorporated by reference into Item
3(b) is amended by inserting the following paragraph after the first paragraph
on page A-12:
If the Offer is consummated, and either (i) the employment of Mr. Maloof
is terminated (either by the Company (other than for "Disability or Cause")
or by Mr. Maloof), or (ii) Mr. Maloof honors the obligation of negotiating
in good faith (regardless of whether or not his employment is actually
terminated), Mr. Maloof will be entitled to severance benefits under the
Executive Severance Contract. No payment to Mr. Maloof under the Executive
Severance Contract will be triggered by the consummation of the Merger,
unless the Merger is consummated without the Offer's having been completed
and either of the events described in clauses (i) and (ii) above occurs.
The third paragraph (the fourth paragraph after insertion of the new
paragraph referenced above) on page A-12 of the Company's Information
Statement attached to the Schedule 14D-9 as Annex A, filed as Exhibit (a)(3)
thereto and incorporated by reference into Item 3(b) is amended to read in its
entirety as follows:
Incentive Compensation Program
In the event that the Offer is consummated, Mr. Maloof will receive a
bonus of approximately $135,000 and Mr. Anthony will receive a bonus of
approximately $50,000 pursuant to the 1998 MICP Plan. No payment will be
due to Mr. Maloof or Mr. Anthony pursuant to the 1998 MICP Plan upon the
consummation of the Merger, unless the Merger is consummated without the
Offer's having been completed.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4(b) is amended as follows:
The third full paragraph on page 18 is amended to read in its entirety as
follows:
During the next several months, the Company received various expressions
of interest from potential purchasers to acquire the entire Company, the
Combined Vinyl Business or the Company's roofing manufacturing business but
received only two formal offers, both of which were for the Vinyl Business.
The Board and the Strategic Planning Committee met on several occasions
with senior management and the Company's financial advisor and independent
legal counsel to discuss the Company's options in light of the offers
presented. The Board decided to pursue only the offer presented by Jannock,
Inc., because the Board believed that a financing contingency included in
the other offer made it too uncertain.
The last paragraph beginning on page 18 is amended to read in its entirety
as follows:
On September 12, 1995, the Company received a notice (the "Notice") from
a prospective purchaser, indicating that it intended to purchase at least
50% of the Company's Common Stock in open market or privately negotiated
transactions. The purchases contemplated by the Notice required compliance
with the HSR Act pre-merger filing requirements, which requirements were
subsequently satisfied. On March 12, 1996, the Company received a letter
from the Federal Trade Commission stating that its review of the proposed
transaction was closed but reserving the right to take such further action
as the public interest may require. The Company did not receive any offer
or subsequent notices from the prospective purchaser, however.
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The fourth paragraph on page 19 is amended to read in its entirety as
follows:
On April 3, 1996, CertainTeed indicated it desired to acquire control of
the Company on the somewhat more accelerated timetable permitted by a cash
tender offer. The Board of the Company considered and approved
CertainTeed's proposal on April 5, 1996, and on April 12, 1996 a subsidiary
of CertainTeed commenced a cash tender offer (the "1996 Tender Offer") for
all outstanding Common Shares at a price of $7.50 per share and all
outstanding Preference Shares at a price of $20 per share, plus all accrued
and unpaid dividends through the date of the expiration of the 1996 Tender
Offer (approximately $1.85 per Preference Share as of April 1996).
The eighth and ninth paragraphs on page 19 are amended to read in their
entirety as follows:
On October 24, 1997, Messrs. Maloof, Anthony and Vecchiolla met with a
roofing manufacturer at its headquarters. After subsequent discussions and
a due diligence review, an acquisition proposal was delivered to the
Company in December 1997. The Company decided not to pursue the proposal
after reviewing its terms and considering the December 1997 CertainTeed
proposal, which offered a higher purchase price.
In November 1997, Mr. Maloof spoke by telephone to the president of yet
another roofing manufacturer to discuss a possible combination. The
manufacturer delivered to the Company an acquisition proposal. Messrs.
Maloof and Anthony met with this potential acquirer at its offices in
December 1997, which resulted in the issuance of an amended proposal. The
Company decided not to pursue the amended proposal after reviewing its
terms and considering the December 1997 CertainTeed proposal, which offered
a higher purchase price.
The third paragraph on page 20 is amended to read in its entirety as
follows:
Detailed negotiations then ensued between the Company and CertainTeed,
culminating in agreement on the terms of the Merger Agreement, which
included agreement on an Offer price and Merger consideration of $5.50 per
Common Share and $20 per Preference Share, without any adjustment for any
dividends accrued and unpaid through the Expiration Date or the Effective
Date. At a meeting on January 12, 1998, the Board of the Company
unanimously determined that the Offer and the Merger are fair to, and in
the best interests of, the Company and the Company's stockholders and
approved the Merger Agreement and recommended that the holders of Shares
tender their Shares pursuant to the Offer and vote in favor of approval and
adoption of the Merger Agreement. The Merger Agreement was executed and
delivered by the parties on January 12, 1998. On that same date, the
Directors of the Company also executed the Stockholder Agreement. The
Company and CertainTeed issued a joint press release regarding the Offer
and Merger Agreement on January 13, 1998.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is amended by addition of the following paragraphs at the end
thereof:
The Company has received a letter, dated January 26, 1998, from The Nasdaq
Stock Market, Inc. notifying the Company that, because the Preference Stock is
not registered under Section 12(g) of the Exchange Act ("Section 12(g)") as
required by Nasdaq rules, Nasdaq would review the eligibility for continued
listing of the Preference Stock on The Nasdaq Stock Market. The Company
believes that the Preference Stock meets all of the eligibility requirements
for The Nasdaq Stock Market, other than the requirement that the Preference
Stock be registered under Section 12(g). The Company intends to register the
Preference Stock under Section 12(g) of the Exchange Act as soon as is
practicable.
On January 30, 1998, the Company and CertainTeed jointly announced that the
Federal Trade Commission granted early termination of the waiting period under
the HSR Act, effective January 29, 1998, with respect to the Offer and the
Merger. A copy of a press release is filed as Exhibit (a)(7) hereto and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended by addition of the following new exhibit:
(a)(7) Press release issued by the Company and CertainTeed on January 30,
1998.
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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 Amendment No. 1 to Schedule
14D-9 is true, complete and correct.
Bird Corporation
By: /s/ Frank S. Anthony
_________________________________
/s/ Frank S. Anthony
Name: Frank S. Anthony
Title: Vice President
Date: February 3, 1998.
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EXHIBIT INDEX
<TABLE>
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EXHIBIT DESCRIPTION
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Press release issued by the Company and CertainTeed on January 30,
(a)(7) 1998.
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[LOGO]
EXHIBIT (a)(7)
BIRD NEWS RELEASE
CORPORATION
FOUNDED 1795
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Bird Corporation
1077 Pleasant Street
Norwood, M.A. 02062-6714
Contact: R.C. Maloof
F.S. Anthony
Tel: (781) 551-0656
CertainTeed Corporation
750 East Swedesford Road
Valley Forge, PA 19482
Contact: Dorothy C. Wackerman
Tel: (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.
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[LOGO]
BIRD NEWS RELEASE
CORPORATION
FOUNDED 1795
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Bird Corporation, founded in 1795, is primarily a manufacturer of asphalt
shingles and roll-roofing goods with annual sales of more than $50 million.
CertainTeed Corporation, headquarterd 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).
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