1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A-2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report (Date of earliest event reported) August 22, 1994 --------------- Bird Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts - -------------------------------------------------------------------------------- State or other jurisdiction of incorporation) 0-828 04-3082903 - ----------------------------- ----------------------------- (Commission File Number) (IRS Employer I.D. No.) 980 Washington St., Suite 120, Dedham, MA 02026-6714 - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) (617) 461-1414 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 22, 1994, Bird Corporation (the "Registrant") sold the assets of its distribution businesses to Wm. Cameron & Co. The assets sold comprise substantially all of the assets of Atlantic Building Products Corporation, Greater Louisville Aluminum, Inc., Southwest Roofing Supply, Inc., Southwest Express, Inc., and New York Building Products, Inc., all of which are currently wholly owned subsidiaries of Bird Incorporated, a subsidiary of the Registrant. The purchase price consisted of cash in the amount of approximately $24.2 million, including deferred payments held in escrow of $1.3 million and the assumption of certain liabilities of the selling companies. The purchase price was subject to adjustment based on an audit of the book value of the acquired assets and assumed liabilities as of the closing date. The adjustment resulted in an increase in the purchase price of $1,897,000 which was paid to the Company on November 17, 1994. The foregoing description of this transaction is qualified in its entirety by reference to the Asset Purchase Agreement dated as of August 19, 1994, which is filed as an Exhibit to this Report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) Pro Forma Financial Information. Consolidated Condensed Pro Forma Balance Sheet-June 30, 1994 Consolidated Condensed Pro Forma Statement of Operations for the Year Ended December 31, 1993 Consolidated Condensed Pro Forma Statement of Operations for the Six Months Ended June 30, 1994 Notes to Consolidated Condensed Pro Forma Financial Statements (c) Exhibits. Asset Purchase Agreement dated as of August 19, 1994 between Bird Incorporated, Atlantic Building Products Corporation, Greater Louisville Aluminum, Inc., Southwest Roofing Supply, Inc., Southwest Express, Inc., New York Building Products, Inc., and Wm. Cameron & Co. -2- 3 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 hereunto duly authorized. BIRD CORPORATION ---------------- (registrant) Date February 21, 1994 By -------------------- -------------------------- Joseph M. Grigelevich, Jr. Vice President, Finance and Administration -3- 4 BIRD CORPORATION PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The following unaudited balance sheet presents the financial position of the Company as of June 30, 1994 assuming the sale of the distribution business assets to Cameron and its subsidiaries had occurred on that date. In addition, the unaudited statements of operations that follow the balance sheet present the results of operations of the Company for the year ended December 31, 1993 and the six months ended June 30, 1994 assuming the sale of the distribution business assets had occurred immediately prior to commencement of the statement of operations period. The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable in the circumstances. The unaudited pro forma consolidated financial information neither purports to represent what the Company's financial position or results of operations would actually have been if the sale to Cameron had occurred on January 1, 1993, January 1, 1994 or June 30, 1994 nor to project the company's financial position or results of operations for any future date or period. -4- 5 BIRD CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED) June 30, 1994 --------------------------------------------------- Pro Forma for Sale (000) Omitted of Distribution Businesses ------------------------- Historical Adjustments Adjustments Adjusted ---------- ----------- ----------- -------- Assets Current Assets: Cash and equivalents $2,189 $0 $0 $2,189 Accounts and notes receivable 45,767 (4,354)(5) (11,808) 29,605 Allowance for doubtful accounts (4,688) 1,091 (5) 0 (3,597) Inventories 24,038 (16)(5) (11,305) 12,717 Prepaid Expenses 3,696 (430)(5) (161) 3,105 Deferred income tax 170 0 0 170 -------- ------- -------- ------- Total current assets 71,172 (3,709) (23,274) 44,189 -------- ------- -------- ------- Property, Plant and Equipment: Land and land improvements 4,854 (473)(5) (1,239) 3,142 Buildings 14,466 0 (3,312) 11,154 Machinery and equipment 44,831 (11,673)(5) (3,998) 29,160 Construction in progress 3,578 (155)(5) (165) 3,258 -------- ------- -------- ------- 67,729 (12,301) (8,714) 46,714 Less - Depreciation and amortization 28,869 (2,747)(5) (3,837) 22,285 -------- ------- -------- ------- 38,860 (9,554) (4,877) 24,429 -------- ------- -------- ------- Other investments 2,738 (156)(5) 1,132 3,714 Other assets and assets held for sale 652 7,371 (5) 0 8,023 Deferred income tax 5,051 0 0 5,051 -------- ------- -------- ------- $118,473 ($6,048) ($27,019) $85,406 ======== ======= ======== ======= See Notes to Consolidated Pro Forma Financial Statements -5- 6 BIRD CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED) June 30, 1994 --------------------------------------------------- Pro Forma for Sale (000) Omitted of Distribution Businesses ------------------------- Historical Adjustments Adjustments Adjusted ---------- ----------- ----------- -------- Liabilities and Stockholders' Equity Current Liabilities: Long-term debt, portion due within one year $3,300 $0 ($30)(2) $3,270 Long-term debt in default, classified as current 48,280 0 (22,937)(2) 25,343 Accounts payable and accrued expenses 28,645 (2,010)(5) (6,383) 20,252 Retirement plan contributions payable 752 (118)(5) (158) 476 Income taxes payable 537 (124)(5) 0 413 Dividends Payable 0 0 0 0 Liquidation Reserve 4,293 (3,796)(5) 0 497 -------- ------- -------- ------- Total current liabilities 85,807 (6,048) (29,508) 50,251 -------- ------- -------- ------- Long-term Debt, Portion Due After One Year 1,305 0 0 1,305 -------- ------- -------- ------- Other Liabilities 1,590 0 (188) 1,402 -------- ------- -------- ------- Deferred Income Taxes 23 0 0 23 -------- ------- -------- ------- Stockholders' Equity Preferred and Preference stocks at par value 1,396 0 0 1,396 Common stock at par value 4,337 0 0 4,337 Other Stockholders' Equity 24,015 0 2,677 (4) 26,692 -------- ------- -------- ------- 29,748 0 2,677 32,425 -------- ------- -------- ------- $118,473 ($6,048) ($27,019) $85,406 ======== ======= ======== ======= See Notes to Consolidated Pro Forma Financial Statements -6- 7 BIRD CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Twelve Months Ended December 31, 1993 ------------------------------------------- Pro Forma for Sale of Distribution Business ------------------------ Historical Adjustments (1) Adjusted ---------- --------------- -------- (000) Omitted (except share data) Net Sales $187,745 $99,395 $88,350 --------- ------- --------- Costs and expenses: Cost of sales 151,664 83,320 68,344 Selling, general and administrative expense 32,716 14,493 18,223 Net interest expense 2,472 1,209 1,263 Net discontinued business activities expense 268 0 268 Equity losses from partnership 2,625 0 2,625 Other (income) expense 3,278 67 3,211 --------- ------- --------- Total costs and expenses 193,023 99,089 93,934 --------- ------- --------- Earnings (loss) from continuing operations before income taxes (5,278) 306 (5,584) Provision (benefit) for income taxes (637) 0 (637) --------- ------- --------- Earnings (loss) from continuing operations ($4,641) $306 ($4,947) Cumulative Preferred and Preference dividends 1,536 1,536 --------- ------- --------- Earnings (loss) from continuing operations applicable to common stock ($6,177) $306 ($6,483) ========= ======= ========= Earnings (loss) from continuing operations per common share: Primary ($1.51) $0.07 ($1.58) Average number of shares used in primary earnings per share computation 4,097,999 4,097,999 See Notes to Consolidated Pro Forma Financial Statements -7- 8 BIRD CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Twelve Months Ended June 30, 1994 ------------------------------------------- Pro Forma for Sale of Distribution Business ------------------------ Historical Adjustments (1) Adjusted ---------- --------------- -------- (000) Omitted (except share data) Net Sales $95,349 $51,725 $43,624 --------- ------- --------- Costs and expenses: Cost of sales 77,736 43,392 34,344 Selling, general and administrative expense 15,879 7,139 8,740 Net interest expense 2,526 1,250 1,276 Net discontinued business activities expense 1,261 0 1,261 Equity losses from partnership 1,438 0 1,438 Other (income) expense 1,387 39 1,348 --------- ------- --------- Total costs and expenses 100,227 51,820 48,407 --------- ------- --------- Earnings (loss) from continuing operations before income taxes (4,878) (95) (4,783) Provision (benefit) for income taxes 0 0 0 --------- ------- --------- Earnings (loss) from continuing operations ($4,878) ($95) ($4,783) Cumulative Preferred and Preference dividends 768 768 --------- ------- --------- Earnings (loss) from continuing operations applicable to common stock ($5,646) ($95) ($5,551) ========= ======= ========= Earnings (loss) from continuing operations per common share: Primary ($1.36) ($0.02) ($1.34) Average number of shares used in primary earnings per share computation 4,150,599 4,150,599 See Notes to Consolidated Pro Forma Financial Statements 9 BIRD CORPORATION NOTES TO CONSOLIDATED CONDENSED PRO FORMA FINANCIAL STATEMENTS (1) All summary income statement pro forma adjustments assume the transactions giving rise to the adjustments were consummated immediately prior to the first day of the period presented; accordingly, no gain from the transaction is reflected in the income statement of the period presented. All summary balance sheet pro forma adjustments assume the transactions giving rise to the adjustments were consummated on the balance sheet date. The pro forma adjustments for the sale of the distribution business were calculated assuming borrowing rates ranging between 3% and 12% with respect to interest expense. (2) Proceeds from the sale of the distribution business assets were used to reduce borrowings under the revolving credit agreement. These pro forma transactions were assumed to be completed on the first day of the period presented. (3) Earnings per share appearing in the pro forma statement of operations for sale of the distribution business assets has been determined after deducting the dividend requirement of the Company's preferred and preference stock. Earnings(loss) per share are based on the weighted average number of common shares outstanding excluding common stock equivalents, if dilutive. (4) The pro forma sale of the building materials distribution business assets assumes sales proceeds of $24.2 million including deferred payments held in escrow of $1.3 million, resulting in an anticipated gain of $2.7 million which is shown as an adjustment to stockholders equity and not reflected in the pro forma statement of operations. (5) In June 1994, the Company and the Board of Directors agreed to sell its shares in BEGCI, the "off-site" environmental business, to the minority shareholders resulting in a write-down of approximately $9 million to its net estimated realizable value of $7.5 million. These adjustments reflect this decision and, accordingly, the net estimated realizable value is shown in other assets as "assets held for sale" on the June 30, 1994 pro forma consolidated balance sheet. In addition, the assets and liabilities of the entire environmental business segment are excluded from the adjusted pro forma balance sheet. -9-