SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 12, 1998
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(Date of earliest event reported)
Bird Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
0-828 04-3082903
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(Commission File Number) (IRS Employer Identification No.)
1077 Pleasant St., Suite 120, Norwood, MA 02062
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(Address of Principal Executive Offices) (Zip Code)
(781) 551-0656
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On January 12, 1998, Bird Corporation (the "Registrant") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with CertainTeed
Corporation ("CertainTeed") and BI Expansion II Corp., a wholly-owned subsidiary
of CertainTeed (the "Purchaser"). The Merger Agreement contemplates that
CertainTeed will acquire the Registrant through a two-step transaction.
On January 16, 1998, CertainTeed and the Purchaser commenced the first step in
the transaction, a cash tender offer (the "Offer") by the Purchaser for all of
the outstanding shares of the common stock, $1 par value per share, of the
Registrant (the "Common Shares") and all the outstanding shares of the $1.85
Cumulative Convertible Preference Stock, $1 par value per share, of the
Registrant (the "Preference Shares," and together with the Common Shares, the
"Shares") at a price of $5.50 per Common Share and $20 per Preference Share,
which amount will not be adjusted for any dividends accrued and unpaid through
the date of the expiration of the Offer. The Offer is currently scheduled to
expire at 12:00 midnight, New York City time, on February 13, 1998, unless the
Offer is extended (the "Expiration Date").
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the Expiration Date such number of Common
Shares as would constitute at least 66 2/3% of all outstanding Common Shares
(determined on a fully diluted basis on the Expiration Date); (ii) there being
validly tendered and not withdrawn prior to the Expiration Date such number of
Preference Shares as would constitute at least 66 2/3% of all outstanding
Preference Shares (clauses (i) and (ii) together being the "Minimum Condition");
(iii) any waiting period under the Hart-Scott- Rodino Antitrust Improvements Act
of 1976, as amended, and the regulations thereunder applicable to the purchase
of Shares pursuant to the Offer having expired or been terminated; and (iv) all
consents, approvals, orders, or authorizations of, or registrations,
declarations, or filings with any governmental authority required or necessary
in connection with the offer having been obtained. The Purchaser has reserved
the right (subject to obtaining the consent of the Registrant, if required, and
the applicable rules and regulations of the Securities and Exchange Commission)
to waive or reduce the Minimum Condition and to elect to purchase, pursuant to
the Offer, fewer than the minimum number of Shares necessary to satisfy the
Minimum Condition. The Purchaser has indicated that it presently does not intend
to waive the Minimum Condition.
As soon as is practicable following the consummation of the Offer, assuming
approval of the Merger Agreement by the Registrant's stockholders and the
satisfaction or waiver of certain other conditions, the Purchaser will be merged
with and into the Registrant (the "Merger") and the Registrant will survive the
Merger as a subsidiary of CertainTeed. Upon the effectiveness of the Merger,
each outstanding Share (other than Shares held by stockholders who perfect their
appraisal rights under Massachusetts law, Shares held in Registrant's treasury
and Shares held directly by the Purchaser or CertainTeed) will be converted into
the right to receive $5.50 in cash, in the case of Common Shares, and $20 in
cash, in the case of Preference Shares, which amount will not
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be adjusted for any dividends accrued and unpaid through the date of the
consummation of the Merger. The Registrant's outstanding 5% Cumulative Preferred
Stock, par value $100 per share, will remain issued and outstanding upon the
effectiveness of the Merger and will be called for redemption and retirement as
soon as is practicable thereafter at a price equal to $110, plus all accrued and
unpaid dividends thereon as of the date of redemption and retirement.
The consummation of the Merger is subject to approval of the Merger Agreement by
at least 66 2/3% of the outstanding Common Shares and at least 66 2/3% of the
outstanding Preference Shares. The directors of Bird have agreed to tender to
CertainTeed all Common Shares and Preference Shares that they own. Such shares
represent approximately 40.2% of the Common Shares and 16.2% of the Preference
Shares outstanding. If the Minimum Condition is satisfied and the Purchaser
accepts for payment and pays for Shares tendered in the Offer, the Purchaser
will have sufficient voting power to effect the Merger without the vote of any
other stockholder of the Registrant.
The Merger is not subject to a financing contingency. The Registrant's Board of
Directors has received a fairness opinion from Lehman Brothers regarding the
Offer and the Merger. The closing of the Merger is anticipated during the
second quarter of 1998, following distribution of proxy materials to the
Registrant's stockholders and approval of the Merger Agreement at a special
meeting of stockholders.
The foregoing description of the Merger Agreement, the Offer and the Merger is
qualified in its entirety by reference to the Merger Agreement, which is filed
as Exhibit 5.1 hereto and which is incorporated herein by reference.
A copy of the press release issued by the Registrant and CertainTeed on January
13, 1998 relating to the above-described transaction is filed as Exhibit 5.2
hereto.
Item 7. Financial Statements and Exhibits.
The following exhibits are filed with this Report:
Exhibit 5.1. Agreement and Plan of Merger by and among CertainTeed Corporation,
BI Expansion II Corp., and Bird Corporation, dated as of January 12, 1998
(incorporated by reference to Exhibit (c)(1) of the Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9 dated January 16, 1998).
Exhibit 5.2. Press Release issued by the Registrant and CertainTeed Corporation
on January 13, 1998 (incorporated by reference to Exhibit (a)(5) of the
Registrant's Solicitation/Recommendation Statement on Schedule 14D-9 dated
January 16, 1998).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BIRD CORPORATION
(Registrant)
By: /s/ Frank S. Anthony
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Name: Frank S. Anthony
Title: Vice President
Date: January 30, 1998
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