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Exhibit 99.1
FOURTH AMENDMENT
to
RIGHTS AGREEMENT DATED AS OF NOVEMBER 25, 1986
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THIRD AMENDMENT (the "Amendment") dated as of March 14, 1996 to the
Rights Agreement dated as of November 25, 1986, as amended (the "Rights
Agreement"), between Bird Corporation (the "Company") and American Stock
Transfer & Trust Company (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company intends to enter into an Agreement and Plan
of Merger dated as of March 15, 1996 (the "Merger Agreement") with CertainTeed
Corporation, a Delaware corporation ("CertainTeed"), and BI Expansion
Corporation, a Massachusetts corporation ("Acquisition Sub") and a wholly owned
subsidiary of CertainTeed, pursuant to which (i) Acquisition Sub will merge with
and into the Company, which will thereby become a wholly owned subsidiary of
CertainTeed, and (ii) the Company's shareholders (other than shareholders who
perfect appraisal rights) will be entitled to receive the consideration provided
in the Merger Agreement;
WHEREAS, the Company has determined that this Amendment shall
not adversely affect the interests of the holders of the Rights Certificates;
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in accordance with Section 26 thereof and this Amendment;
WHEREAS, it is contemplated that this Amendment be executed by
the Company and the Rights Agent before the Company enters into the Merger
Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereto agree as follows:
1. The Rights Agreement is hereby amended by adding the
following new section after Section 32 thereof:
"Section 33. CERTAINTEED MERGER. Notwithstanding anything
to the contrary herein, neither CertainTeed Corporation, a Delaware
corporation ("CertainTeed"), nor BI Expansion Corporation, a
Massachusetts corporation ("Acquisition Sub"), shall be
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considered an Acquiring Person under this Agreement and no Stock
Acquisition Date, Triggering Event or Distribution Date has occurred
or will occur, in any such case as a result of the approval, execution
or delivery of, or consummation of the transactions set forth in the
Agreement and Plan of Merger dated as of March 15, 1996 by and among
the Company, CertainTeed and Acquisition Sub; PROVIDED, HOWEVER, that
in the event that CertainTeed or Acquisition Sub or any affiliate of
CertainTeed becomes the Beneficial Owner of any shares of Common Stock
otherwise than pursuant to such Merger Agreement the provisions of
this sentence (other than this proviso) shall not be applicable to
such shares of Common Stock which CertainTeed or Acquisition Sub or
any affiliate of CertainTeed so otherwise became the Beneficial
Owner."
2. Exhibit A to the Rights Agreement is hereby amended by adding
", as amended" after "dated as of November 25, 1986" in the sixth line of
thereof.
3. Exhibit B to the Rights Agreement is hereby amended by adding
the following paragraph before the last paragraph thereof:
"Notwithstanding anything to the contrary in the Rights
Agreement, neither CertainTeed Corporation, a Delaware corporation
("CertainTeed"), nor BI Expansion Corporation, a Massachusetts
corporation ("Acquisition Sub"), will be considered an Acquiring
Person under the Rights Agreement Agreement and no Stock Acquisition
Date, Triggering Event or Distribution Date has occurred or will
occur, in any such case as a result of the approval, execution or
delivery of the Agreement and Plan of Merger dated as of March 15,
1996 by and among the Company, CertainTeed and Acquisition Sub;
PROVIDED, HOWEVER, that in the event that CertainTeed or Acquisition
Sub or any affiliate of CertainTeed becomes the Beneficial Owner of
any shares of Common Stock otherwise than pursuant to such Merger
Agreement the provisions of this sentence (other than this proviso)
shall not be applicable to such shares of Common Stock which
CertainTeed or Acquisition Sub or any affiliate of CertainTeed so
otherwise became the Beneficial Owner."
4. Exhibit B to the Rights Agreement is hereby amended by
deleting the last paragraph thereof and replacing it
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with the following:
"A copy of the Rights Agreement and each of the amendments
thereof have been filed with the Securities and Exchange Commission. A
copy of the Rights Agreement and each of the amendments thereof are
available free of charge from the Company. This summary description of
the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, as amended, which is
hereby incorporated herein by reference."
5. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended to the date hereof.
6. This Amendment shall be deemed to be a contract made under
the laws of the Commonwealth of Massachusetts and for all purposes shall be
governed by and construed in accordance with the laws of such Commonwealth
applicable to contracts to be made and performed entirely with such
Commonwealth.
7. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of the date first
written above.
BIRD CORPORATION
By: /s/ Joseph D. Vecchiolla
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Name: Joseph D. Vecchiolla
Title: Chairman
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President