1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934. Date of Report (Date of earliest event reported): March 8, 1995 --------------- 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) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On March 8, 1995, Bird Incorporated (the "Seller"), a wholly-owned subsidiary of Bird Corporation (the "Registrant"), sold the assets of its vinyl siding business to Bird Vinyl Products Limited, an affiliate of Jannock, Inc. ("Jannock"). The assets sold include a facility in Bardstown, Kentucky at which the Seller has engaged in the production of vinyl siding, vinyl window profiles, soffit, fascia and associated accessories. The purchase price consisted of cash in the amount of $47.5 million and the assumption of liabilities of the Seller associated with its vinyl siding business. The purchase price is subject to adjustment downwards in the event working capital related to the Seller's vinyl siding business at the date of the closing was not at a specified level. The Seller has also granted Jannock an option to purchase Bird-Kensington Holding Corp., a wholly owned subsidiary of the Seller which owns a 90% interest in Kensington Partners, a Pennsylvania general partnership engaged in the manufacture and sale of vinyl replacement windows at its facility in Leechburg, Pennsylvania. The option is exercisable within 30 days following the date of the closing. The purchase price payable upon exercise of such option will consist of up to $2.8 million in cash and the assumption of certain liabilities related to such business. The foregoing description of this transaction is qualified in its entirety by reference to the Asset Purchase Agreement dated as of September 23, 1994, as amended, which is incorporated herein by reference as an Exhibit to this Report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Pro Forma Financial Information Pro Forma Consolidated Statement of Operations for the Twelve Months Ended December 31, 1993 (Unaudited) Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 1994 (Unaudited) Pro Forma Consolidated Balance Sheet - September 30, 1994 (Unaudited) Notes to Pro Forma Consolidated Financial Information (Unaudited) 2 3 (c) Exhibits 1. Asset Purchase Agreement dated as of September 23, 1994 among Bird Corporation, Bird Incorporated, and Jannock, Inc., as amended. (Filed as Exhibit B to the Registrant's proxy statement dated February 12, 1995 for the special meeting of its stockholders to be held on March 7, 1995 and incorporated herein by reference.) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BIRD CORPORATION (Registrant) Date: March 21, 1995 By: /s/ Joseph M. Grigelevich, Jr. ------------------ --------------------------------- 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 Bird Corporation (the "Company") as of September 30, 1994 assuming the sale of the vinyl business assets to Jannock, Inc. had occurred on that date. In addition, the unaudited statement of operations that precede the balance sheet present the results of operations of Bird Corporation for the year ended December 31, 1993 and the nine months ended September 30, 1994 assuming the sale of the vinyl business assets to Jannock, Inc. 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 purports neither to represent what the Company's financial position or results of operations would actually have been if the sale to Jannock had occurred on January 1, 1993, or September 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 STATEMENT OF OPERATIONS (UNAUDITED) Twelve Months Ended December 31, 1993 --------------------------------------------------------------- Sale of Proposed Sale Distribution of Combined Pro Forma Historical Companies(1) Vinyl Business(2) as Adjusted ---------- ------------ ----------------- ----------- (000) Omitted (except share data) Net Sales $187,745 $96,497 $43,836 $47,412 -------- ------- ------- ------- Costs and expenses: Cost of sales 151,664 77,630 33,322 40,712 Selling, general and administrative expense (3) 32,716 16,626 5,647 10,443 Net interest expense 2,472 1,406 1,066 0 Net discontinued business activities 268 0 0 268 Equity losses from partnership 2,625 0 0 2,625 Other expense (4) 3,278 129 0 3,149 -------- ------- ------- ------- Total costs and expenses 193,023 95,791 40,035 57,197 -------- ------- ------- ------- Earnings (loss) from continuing operations before income taxes (5,278) 706 3,801 (9,785) Provision (benefit) for income taxes (5) (637) 0 0 (637) -------- ------- ------- ------- Earnings (loss) from continuing operations ($4,641) $706 $3,801 ($9,148) ======= ======= Cumulative Preferred and Preference dividends 1,536 1,536 Earnings (loss) from continuing operations -------- ------- applicable to common stock ($6,177) ($10,684) ======== ======= Earnings (loss) from continuing operations per common share:(6) Primary ($1.51) ($2.61) Average number of shares used in primary earnings per share computation 4,097,999 4,097,999 5 6 BIRD CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Nine Months Ended September 30, 1994 -------------------------------------------------------------- Sale of Proposed Sale Distribution of Combined Pro Forma Historical Companies(1) Vinyl Business(2) as Adjusted ---------- ------------ ----------------- ----------- (000) Omitted (except share data) Net Sales $141,595 $65,891 $36,348 $39,356 -------- ------- ------- ------- Costs and expenses: Cost of sales 114,813 53,205 27,783 33,825 Selling, general and administrative expense (3) 22,371 11,020 4,455 6,896 Net interest expense 4,138 2,329 1,809 0 Net discontinued business activities expense (1,416) (1,416)(7) 0 0 Equity losses from partnership 1,644 0 0 1,644 Other expense 1,619 94 0 1,525 --------- --------- ------- --------- Total costs and expenses 143,169 65,232 34,047 43,890 --------- --------- ------- --------- Earnings (loss) from continuing operations before income taxes (1,574) 659 2,301 (4,534) Provision (benefit) for income taxes (5) 0 0 0 0 --------- --------- ------- --------- Earnings (loss) from continuing operations ($1,574) $659 $2,301 ($4,534) ========= ======= Cumulative Preferred and Preference dividends 1,152 1,152 --------- --------- Earnings (loss) from continuing operations applicable to common stock ($2,726) ($5,686) ========= ========= Earnings (loss) from continuing operations per common share:(6) Primary ($0.67) ($1.40) Average number of shares used in primary earnings per share computation 4,051,050 4,051,050 6 7 BIRD CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED) September 30, 1994 ------------------------------------------------------------------------------------------ Sale of Proposed Sale (000) Omitted (except share data) Distribution of Combined Pro Forma Historical Adjustments Company (10) Vinyl Business(11) as Adjusted ---------- ----------- ------------- ------------------ ----------- Assets Current Assets: Cash and equivalents $200 $0 $0 $18,888 (8) $19,088 Accounts and notes receivable 28,541 (908)(9) (653) (13,583) 13,397 Allowance for doubtful accounts (3,344) 208 (9) 126 697 (2,313) Inventories 10,767 0 (1,804) (5,497) 3,466 Prepaid Expenses 2,632 (33)(9) (22) (1,103) 1,474 Receivable from sale of assets 1,996 0 (99) 0 1,897 Deferred income tax 170 0 0 0 170 ------- ------ -------- -------- ------- Total current assets 40,962 (733) (2,452) (598) 37,179 ------- ------ -------- -------- ------- Property, Plant and Equipment: Land and land improvements 3,145 0 0 (174) 2,971 Buildings 11,437 0 (68) (4,805) 6,564 Machinery and equipment 29,686 0 (318) (10,677) 18,691 Construction in progress 4,480 0 0 (60) 4,420 ------- ------ -------- -------- ------- 48,748 0 (386) (15,716) 32,646 Less - Depreciation and amortization 23,390 0 (302) (10,192) 12,896 ------- ------ -------- -------- ------- 25,358 0 (84) (5,524) 19,750 ------- ------ -------- -------- ------- Other investments 2,868 (96)(9) 0 0 2,772 Assets held for sale 7,500 0 0 0 7,500 Other assets 1,660 0 230 (211) 1,679 Deferred income tax 5,051 0 0 (3,600)(8) 1,451 ------- ------ -------- -------- ------- $83,399 ($829) ($2,306) ($9,933) $70,331 ======= ====== ======== ======== ======= 7 8 BIRD CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED) September 30, 1994 ---------------------------------------------------------------------------- Sale of Proposed Sale Distribution of Combined Pro Forma (000) Omitted (except share data) Historical Adjustments Company (10) Vinyl Business(11) as Adjusted ---------- ----------- ------------ ------------------ ----------- Liabilities and Stockholders' Equity Current Liabilities: Long-term debt, portion due within one year $666 $0 $0 ($296) (8) $370 Long-term debt in default, classified as current 28,158 0 (1,657) (26,113) (8) 388 Accounts payable and accrued expenses 16,392 1,655 (9) (553) (4,105) 13,389 Retirement plan contributions payable 384 0 0 (71) 313 Income taxes payable 452 (124)(9) 0 (1,200) (8) 1,528 Dividends Payable 0 0 0 0 0 Liquidation Reserve 2,777 (2,360)(9) 0 0 417 ---------- ----------- --------- ----------- -------- Total current liabilities 48,829 (829) (2,210) (29,385) 16,405 ---------- ----------- --------- ----------- -------- Long-term Debt, Portion Due After One Year 1,140 0 0 (61) (8) 1,079 ---------- ----------- --------- ----------- -------- Other Liabilities 1,250 0 (146) 0 1,104 ---------- ----------- --------- ----------- -------- Deferred Income Taxes 23 0 0 0 23 ---------- ----------- --------- ----------- -------- Stockholders' Equity Preferred and Preference stocks at par value 1,396 0 0 0 1,396 Common stock at par value 4,339 0 0 0 4,339 Other Stockholders' Equity (12) 26,422 0 50 19,513 (8) 45,985 ---------- ----------- --------- ----------- -------- 32,157 0 50 19,513 51,720 ---------- ----------- --------- ----------- -------- $83,399 ($829) ($2,306) ($9,933) $70,331 ========== =========== ========= =========== ======== 8 9 BIRD CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (unaudited) FOOTNOTES --------- (1) Reflects the sale of the building materials distribution business to Wm. Cameron & Co. ("Cameron") on August 22, 1994 including the pending sale of substantially all the assets of Southland Building Products, Inc. ("Southland") to Cameron. Proceeds from the sale were used to reduce the Company's indebtedness under the Third Amended Credit Agreement between the Company and The First National Bank of Boston, Philadelphia National Bank, incorporated as Corestates, N.A. and The Bank of Tokyo Trust Co. between the Company and The First National Bank of Boston, Philadelphia National Bank, incorporated as Corestates, N.A. and The Bank of Tokyo Trust Co. between the Company and The First National Bank of Boston, Philadelphia National Bank, incorporated as Corestates, N.A. and The Bank of Tokyo Trust Co. by approximately $25 million. As of September 30, 1994, the revolving credit line commitment totaled $25,825,000 and the total principal outstanding on the term loan totaled $14,928,000. The interest rates on the revolving credit line and the term loan under the Third Amended Credit Agreement were 8.75% and 9.75%, respectively. Interest expense was adjusted by $1.3 million and $2.3 for the twelve months ended December 31, 1993 and the nine months ended September 30, 1994, respectively, to reflect the indebtedness reduced by such proceeds. The pro forma results of operations for the period ended September 30, 1994 do not include any interest income on such proceeds or the gain on the sale of Southland. Such gain amount is presented as an adjustment to retained earnings on the pro forma consolidated balance sheet as of September 30, 1994. (2) Reflects the results of operations relating to the sale of the vinyl business (excluding Kensington) The proceeds were applied to reduce the Company's indebtedness under the Loan and Security Agreement dated November 30, 1994 with Shawmut Capital Corporation (the "Loan Agreement"). As of November 30, 1994, the revolving credit line commitment under the Loan Agreement totaled $24 million and the total principal outstanding on the term loans totaled $15 million. The interest rates on the revolving credit line and the term loan under the Loan Agreement were 9.5% and 9.75%, respectively. The anticipated gain of $19.5 million attributable to the transaction is not presented in the pro forma consolidated statements of operations. Such gain amount is presented as an adjustment to retained earnings on the pro forma consolidated balance sheet as of September 30, 1994. Interest expense for the twelve months ended December 31, 1993 and the nine months ended September 30, 1994 was virtually eliminated as a result of reducing the Company's indebtedness. No amount relating to interest income on such proceeds is included in the pro forma results presented. 9 10 BIRD CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) FOOTNOTES --------- (continued) (3) SG&A expenses for the distribution businesses and the vinyl business include historical allocations of corporate overhead expenses amounting to $856,000 and $1,060,000, respectively, for the year ended December 31, 1993, and $368,000 and $703,000, respectively, for the nine months ended September 30, 1994. Such expenses represent the estimated reduction to be realized in on-going corporate SG&A including payroll-related costs for headcount reductions, facilities expenses and systems support, due to the sales of these businesses. (4) Represents certain non-recurring charges more fully described in Note 8 to the 1993 consolidated financial statements of the Company. (5) The provision(benefit) for income taxes is based on the Company's historical effective tax rate and results for the nine months ended September 30, 1994 and recalculated based on the results from continuing operations for the twelve months ended December 31, 1993. (6) The "historical" and "pro forma as adjusted" earnings(loss) per share amounts have been determined after deducting the dividend requirement for the Company's preferred and preference stock. Earnings(loss) per share are based on the weighted average number of common shares outstanding and exclude common stock equivalents since they are anti-dilutive. (7) Reflects an approximate $2.7 million gain on the sale of substantially all of the Company's building material distribution businesses and the loss of approximately $1.3 million on sale of the Company's interest in Mid-South Building Supply, Inc. Historical results of operations for this business were breakeven for the twelve months ended December 31, 1993 and the period ended September 30, 1994. (8) Cash proceeds and the anticipated gain on the transaction have been reduced by approximately $2.5 million representing estimated legal costs, severance and financial advisor payments and other expenses and costs associated with the sale and by approximately $706,000 representing unamortized deferred debt issuance costs. In addition, proceeds amounting to approximately $27.6 million are reflected as a reduction in the Company's indebtednesss. The anticipated gain, which is not reflected on the pro forma consolidated statements of operations, also reflects the tax effect of the transaction and, accordingly, has been reduced by approximately $1.2 million and approximately $3.6 million for the estimated state income taxes payable and deferred income taxes, respectively. 10 11 BIRD CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) FOOTNOTES --------- (continued) The anticipated gain is subject to adjustment in accordance with the Purchase Agreement dated as of September 23, 1994, as amended, between the Company, Bird Incorporated and Jannock, Inc. Computation of cash proceeds and the gain on the sale are presented below: Computation of Net Cash Proceeds from Combined Sale Transaction --------------------------------------------------------------- Gross proceeds $47,500 Less: Legal 210 Severance 1,500 Financial Advisor 790 2,500 ------ Long-term debt in defaults, classified as current 26,113 28,613 ------- ------- Net proceeds $18,887 ======= Calculation of Gain on Sale Reflected in Pro forma Stockholders --------------------------------------------------------------- Equity ------ Gross proceeds $47,500 Less: Net book value of assets sold 19,981 Severance, legal, financial advisor, etc. 2,500 22,481 ------ ------- Gain on sale before taxes 25,019 Provision for income taxes 4,800 ------- 20,219 Less unamortized debt issuance costs 706 Net gain on sale reflected as an ------- adjustment to stockholders equity $19,513 ======= <FN> (9) In June 1994, the company and the Board of Directors agreed to sell its share in Bird Environmental Gulf Coast, Inc. ("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 September 30, 1994 pro forma consolidated balance sheet. In addition, the assets and liabilities of the entire environmental business segment have been netted and are shown as "assets held for sale" for BEGCI 11 12 BIRD CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) FOOTNOTES --------- (continued) on the pro forma balance sheet. The remaining liquidation reserve represents severance payments due former employees of the environmental business. (10) Reflects the sale of substantially all of the assets of Southland to Cameron. This sale closed on November 28, 1994. (11) Reflects the proposed sale of the vinyl business. (12) Includes unearned compensation amounting to approximately $300,000 at September 30, 1994 that will be recognized as a reduction of the anticipated gain from the sale of the vinyl business upon closing. However, there will be no impact on total stockholders' equity. Such compensation relates to the restricted stock under the Long Term Incentive Plan that will become vested as a direct result of the sale. 12