1 EXHIBIT 28 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (MARK ONE) /X/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1995 OR / / Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from _____________ to ______________ Commission file number 0-828 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: BIRD CORPORATION 1077 PLEASANT STREET NORWOOD, MA 02062 2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 (No. 33-36305) of Bird Corporation of our report dated June 3, 1996 relating to the financial statements of the Bird Employees' Savings and Profit Sharing Plan for the year ended December 31, 1995 included with this Form 11-K. PRICE WATERHOUSE LLP Boston, Massachusetts July 10, 1996 3 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION DECEMBER 31, 1995 AND 1994 4 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION --------------------------------------------------------------------------- PAGE(S) Financial Statements: Report of Independent Accountants 1 Statement of Financial Condition (with Fund Information) 2 - 3 Statement of Changes in Plan Equity (with Fund Information) 4 - 5 Notes to Financial Statements 6 - 11 Additional Information*: Schedule I - Assets Held for Investment Purposes 12 Schedule II - Reportable Transactions 13 - 14 * Other schedules have been omitted because they are not applicable. 5 REPORT OF INDEPENDENT ACCOUNTANTS June 3, 1996 To the Participants and Committee of the Bird Employees' Savings and Profit Sharing Plan In our opinion, the accompanying statements of financial condition and the related statements of changes in plan equity present fairly, in all material respects, the financial condition of the Bird Employees' Savings and Profit Sharing Plan (the "Plan") at December 31, 1995 and 1994, and the changes in plan equity for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for purposes of additional analysis and are not a required part of the basis financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of financial condition and the statement of changes in plan equity is presented for purposes of additional analysis rather than to present the financial condition and changes in plan equity of each fund. The additional information schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Price Waterhouse LLP -1- 6 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN STATEMENT OF FINANCIAL CONDITION (WITH FUND INFORMATION) - ------------------------------------------------------------------------------------------------------------------- DECEMBER 31, 1994 PARTICIPANT DIRECTED ------------------------------------------------------------------ GROWTH AND STABLE CORPORATE MONEY PURITAN INCOME VALUE STOCK MARKET FUND FUND FUND FUND FUND ASSETS Investments at fair value: Bird Inc. common stock $ - $ - $475,249 $ - $ - Bank collective trust funds 772 4,868,749 2,781 2,135 3,051 Mutual funds 1,658,289 - - 122,250 552,072 Interest/dividends receivable - - - 572 - Employer contributions receivable 39,849 116,569 27,482 2,977 13,283 Cash 30 87 11,738 18 11 ---------- ---------- -------- -------- -------- Total assets $1,698,940 $4,985,405 $517,250 $127,952 $568,417 ========== ========== ======== ======== ======== LIABILITIES AND PLAN EQUITY Accrued expenses $ 4,027 $ 11,782 $ 1,166 $ 301 $ 1,342 Refunds due to active participants 6,534 19,114 4,506 488 2,178 ---------- ---------- -------- -------- -------- Total liabilities 10,561 30,896 5,672 789 3,520 ---------- ---------- -------- -------- -------- Plan equity 1,688,379 4,954,509 511,578 127,163 564,897 ---------- ---------- -------- -------- -------- Total liabilities and plan equity $1,698,940 $4,985,405 $517,250 $127,952 $568,417 ========== ========== ======== ======== ======== DECEMBER 31, 1994 NON- PARTICIPANT DIRECTED PARTICIPANT DIRECTED ------------------------------------------- ----------- CONTRA INTERMEDIATE SHORT CORPORATE FUND BOND TERM STOCK FUND FUND FUND TOTAL ASSETS Investments at fair value: Bird Inc. common stock $ - $ - $ - $655,855 $1,131,104 Bank collective trust funds 9,146 1,928 8,486 - 4,897,048 Mutual funds 1,050,796 139,780 - - 3,523,187 Interest/dividends receivable - 763 - - 1,335 Employer contributions receivable 25,421 3,435 - - 229,016 Cash 6,783 6 82 - 18,755 ---------- -------- ------ -------- ---------- Total assets $1,092,146 $145,912 $8,568 $655,855 $9,800,445 ========== ======== ====== ======== ========== LIABILITIES AND PLAN EQUITY Accrued expenses $ 2,569 $ 347 $ - $ 1,611 $ 23,145 Refunds due to active participants 4,168 564 - - 37,552 ---------- -------- ------ -------- ---------- Total liabilities 6,737 911 - 1,611 60,697 ---------- -------- ------ -------- ---------- Plan equity 1,085,409 145,001 8,568 654,244 9,739,748 ---------- -------- ------ -------- ---------- Total liabilities and plan equity $1,092,146 $145,912 $8,568 $655,855 $9,800,445 ========== ======== ====== ======== ========== The accompanying notes are an integral part of these financial statements. -2- 7 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN STATEMENT OF FINANCIAL CONDITION (WITH FUND INFORMATION) - -------------------------------------------------------------------------------------------------------------------------- DECEMBER 31, 1995 --------------------------------------------------------------------- PARTICIPANT DIRECTED --------------------------------------------------------------------- VALUE STABLE CORPORATE INT'L INCOME EQUITY VALUE STOCK EQUITY AND GROWTH FUND FUND FUND FUND FUND ASSETS Investments at fair value: Bird Inc. common stock $ - $ - $171,465 $ - $ - Bank collective trust funds - 3,131,074 - - - Mutual funds 638,624 - 9,053 89,346 660,184 Participant Loans - - - - - Interest/dividends receivable - - - - - Employer contributions receivable 11,654 26,889 772 2,379 8,528 Employee contributions receivable 3,400 8,516 337 776 3,035 Cash - - - - - -------- ---------- -------- ------- -------- Total assets $653,678 $3,166,479 $181,627 $92,501 $671,747 ======== ========== ======== ======= ======== LIABILITIES AND PLAN EQUITY Accrued expenses $ - $ 2,258 $ - $ - $ - Pending interfund transfers - - - - - Refunds due to active participants - - - - - -------- ---------- -------- ------- -------- Total liabilities - 2,258 - - - Plan equity 653,678 3,164,221 181,627 92,501 671,747 -------- ---------- -------- ------- -------- Total liabilities and plan equity $653,678 $3,166,479 $181,627 $92,501 $671,747 ======== ========== ======== ======= ======== DECEMBER 31, 1995 ------------------------------------------------------------------------------ NON- PARTICIPANT DIRECTED PARTICIPANT DIRECTED ------------------------------------------------- ----------- GROWTH MULTI SHORT CORPORATE OPPORTUNITY ASSET LOAN TERM STOCK FUND FUND FUND FUND FUND TOTAL ASSETS Investments at fair value: Bird Inc. common stock $ - $ - $ - $ - $279,759 $ 451,224 Bank collective trust funds - - - - - 3,131,074 Mutual funds 1,094,238 377,650 - 14,771 2,883,866 Participant Loans - - 41,223 - - 41,223 Interest/dividends receivable - - - - - - Employer contributions receivable 15,871 4,647 - - 8,203 78,943 Employee contributions receivable 4,215 1,286 - - - 21,565 Cash - - - 10 - 10 ---------- -------- ------- --- -------- ---------- Total assets $1,114,324 $383,583 $41,223 $10 $302,733 $6,607,905 ========== ======== ======= === ======== ========== LIABILITIES AND PLAN EQUITY Accrued expenses $ - $ - $ - $ - $ - $ 2,258 Pending interfund transfers - - - - - - Refunds due to active participants - - - - - - ---------- -------- ------- --- -------- ---------- Total liabilities - - - - - 2,258 Plan equity 1,114,324 383,583 41,223 10 302,733 6,605,647 ---------- -------- ------- --- -------- ---------- Total liabilities and plan equity $1,114,324 $383,583 $41,223 $10 $302,733 $6,607,905 ========== ======== ======= === ======== ========== The accompanying notes are an integral part of these financial statements. -3- 8 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN STATEMENT OF CHANGES IN PLAN EQUITY (WITH FUND INFORMATION) - -------------------------------------------------------------------------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1994 -------------------------------------------------------------------------------- PARTICIPANT DIRECTED -------------------------------------------------------------------------------- GROWTH AND GUARANTEED CORPORATE RETIREMENT MONEY PURITAN INCOME INVESTMENT STOCK GROWTH MARKET FUND FUND FUND FUND FUND FUND Investment Income: Interest $ 475 $ 50,147 $ 559 $ 2,850 $ 733 $ 94 Dividends 46,656 - - 2,982 5,802 24,779 ---------- ----------- --------- --------- --------- -------- Total investment income 47,131 50,147 $ 559 5,832 6,535 24,873 Administrative expenses (10,159) (44,588) (9,060) 2,501 (691) (4,192) Net appreciation (depreciation) of investments (3,921) 242,355 10,069 2,288 - (25,037) ---------- ----------- --------- --------- --------- -------- Net investment income 33,051 247,914 1,568 10,621 5,844 (4,356) ---------- ----------- --------- --------- --------- -------- Contributions: Employee 188,740 130,483 75,567 (22,897) 31,518 93,294 Employer 39,849 116,569 27,482 - 2,977 13,283 ---------- ----------- --------- --------- --------- -------- Total contributions 228,589 247,052 103,049 (22,897) 34,495 106,577 ---------- ----------- --------- --------- --------- -------- Participant withdrawals (590,786) (927,673) (164,551) (25,005) (115,891) (89,938) ---------- ----------- --------- --------- --------- -------- Net increase (decrease) prior to transfers (329,146) (432,707) (59,934) (37,281) (75,552) 12,283 Employee election interfund transfers (341,340) (795,831) (17,129) (920,292) (22,025) 552,614 ---------- ----------- --------- --------- --------- -------- Net increase (decrease) in plan assets (670,486) (1,228,538) (77,063) (957,573) (97,577) 564,897 Plan equity beginning of year 2,358,865 6,183,047 588,641 957,573 224,740 - ---------- ----------- --------- --------- --------- -------- Plan equity end of year $1,688,379 $ 4,954,509 $ 511,578 $ - $ 127,163 $564,897 ========== =========== ========= ========= ========= ======== FOR THE YEAR ENDED DECEMBER 31, 1994 NON- PARTICIPANT DIRECTED PARTICIPANT DIRECTED ---------------------------------------- ----------- CONTRA INTERMEDIATE SHORT CORPORATE FUND BOND TERM STOCK FUND FUND FUND TOTAL Investment Income: Interest $ 477 $ 40 $ - $ 772 $ 56,147 Dividends - 10,633 - - 90,852 ---------- -------- -------- --------- ----------- Total investment income 477 10,673 - 772 146,999 Administrative expenses (9,596) (1,084) - (12,511) (89,380) Net appreciation (depreciation) of investments (27,368) (13,167) - 13,906 199,125 ---------- -------- -------- --------- ----------- Net investment income (36,487) (3,578) - 2,167 256,744 ---------- -------- -------- --------- ----------- Contributions: Employee 190,986 30,032 - - 717,723 Employer 25,421 3,435 - 105,546 334,562 ---------- -------- -------- --------- ----------- Total contributions 216,407 33,467 - 105,546 1,052,285 ---------- -------- -------- --------- ----------- Participant withdrawals (519,660) (44,055) - $(272,725) (2,750,284) ---------- -------- -------- --------- ----------- Net increase (decrease) prior to transfers (339,740) (14,166) - (165,012) (1,441,255) Employee election interfund transfers 1,425,149 159,167 (40,313) - 0 ---------- -------- -------- --------- ----------- Net increase (decrease) in plan assets 1,085,409 145,001 (40,313) (165,012) (1,441,255) Plan equity beginning of year - - 48,881 $ 819,256 11,181,003 ---------- -------- -------- --------- ----------- Plan equity end of year $1,085,409 $145,001 $ 8,568 $ 654,244 $ 9,739,748 ========== ======== ======== ========= =========== The accompanying notes are an integral part of these financial statements. -4- 9 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN STATEMENT OF CHANGES IN PLAN EQUITY (WITH FUND INFORMATION) - ------------------------------------------------------------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1995 ---------------------------------------------------------------------------- PARTICIPANT DIRECTED ---------------------------------------------------------------------------- GROWTH AND VALUE STABLE CORPORATE INT'L MONEY INCOME EQUITY VALUE STOCK EQUITY MARKET FUND FUND FUND FUND FUND FUND Investment Income: Interest $ 3,849 $ -- $ 27,758 $ 280 $ -- $ 21 Dividends 14,024 8,329 -- 117 2,784 3,985 ----------- -------- ----------- --------- ------- --------- Total investment income 17,873 8,329 27,758 397 2,784 4,006 Administrative expenses (975) -- (14,760) -- (386) -- ----------- -------- ----------- --------- ------- --------- Net appreciation (depreciation) of investments 223,976 38,307 238,972 (171,987) 4,864 -- ----------- -------- ----------- --------- ------- --------- Net investment income 240,874 46,636 251,970 (171,590) 7,262 4,006 Contributions: Employee 70,289 22,745 137,624 20,289 5,599 7,426 Employer -- 11,654 26,889 772 2,379 -- ----------- -------- ----------- --------- ------- --------- Total contributions 70,289 34,399 164,513 21,061 7,978 7,426 ---------- -------- ---------- -------- ------- -------- Participant withdrawals (527,902) (189) (2,761,971) (93,352) (186) (16,451) ----------- -------- ----------- --------- ------- --------- Net increase (decrease) prior to transfers (216,739) 80,846 (2,345,488) (243,881) 15,054 (5,019) Employee election interfund transfers (1,471,640) 572,832 591,745 (86,188) 78,888 (122,144) ----------- -------- ----------- --------- ------- --------- Loans issued -- -- (37,583) -- (1,500) -- Loan repayments -- -- 1,038 118 59 -- Net increase (decrease) in plan assets (1,688,379) 653,678 (1,790,288) (329,951) 92,501 (127,163) Plan equity beginning of year 1,688,379 -- 4,954,509 511,578 -- 127,163 ----------- -------- ----------- --------- ------- --------- Plan equity end of year $ -- $653,678 $ 3,164,221 $ 181,627 $92,501 $ -- =========== ======== =========== ========= ======= ========= FOR THE YEAR ENDED DECEMBER 31, 1996 ---------------------------------------------------------------------------- PARTICIPANT DIRECT ---------------------------------------------------------------------------- INCOME GROWTH INTERMEDIATE MULTI PURITAN AND GROWTH CONTRA OPPORTUNITY BOND ASSET FUND FUND FUND FUND FUND FUND Investment Income: Interest $ 2,712 $ -- $ 3,867 $ -- $ 471 $ -- Dividends 7,754 12,768 -- 13,269 3,108 13,057 --------- -------- ----------- ---------- --------- -------- Total investment income 10,466 12,768 3,867 13,269 3,579 13,057 Administrative expenses (2,247) -- (3,564) -- (1,466) -- --------- -------- ----------- ---------- --------- -------- Net appreciation (depreciation) of investments 48,227 17,658 206,210 69,252 5,599 19,394 --------- -------- ----------- ---------- --------- -------- Net investment income 56,446 30,426 206,513 82,521 7,712 32,451 Contributions: Employee 37,995 22,533 58,315 29,433 8,256 9,941 Employer -- 8,528 -- 15,871 -- 4,647 --------- -------- ----------- ---------- --------- -------- Total contributions 37,995 31,061 58,315 45,304 8,256 14,588 --------- -------- ----------- ---------- --------- -------- Participant withdrawals (214,450) (245) (324,338) (56,780) (83,456) (190) --------- -------- ----------- ---------- --------- -------- Net increase (decrease) prior to transfers (120,009) 61,242 (59,510) 71,045 (67,488) 46,849 Employee election interfund transfers (444,888) 610,997 (1,025,899) 1,043,279 (77,513) 339,089 --------- -------- ----------- ---------- --------- -------- Loans issued -- (497) -- -- -- (2,420) Loan repayments -- 5 -- -- -- 65 Net increase (decrease) in plan assets (564,897) 671,747 (1,085,409) 1,114,324 (145,001) 383,583 Plan equity beginning of year 564,897 -- 1,085,409 -- 145,001 --------- -------- ----------- ---------- --------- -------- Plan equity end of year $ -- $671,747 $ -- $1,114,324 $ -- $383,583 ========= ======== =========== ========== ========= ======== NON- PARTICIPANT DIRECTED --------- SHORT CORPORATE LOAN TERM STOCK FUND FUND FUND TOTAL Investment Income: Interest $ 508 $ -- $ 458 $ 39,924 Dividends -- -- 192 79,387 ------- ------- -------- ---------- Total investment income 508 -- 650 119,311 Administrative expenses -- -- -- (23,398) ------- ------- -------- ---------- Net appreciation (depreciation) of investments -- -- (280,611) 419,861 ------- ------- -------- ---------- Net investment income 508 -- (279,961) 515,774 Contributions: Employee -- -- -- 430,445 Employer -- -- 138,153 208,893 ------- ------- -------- ---------- Total contributions -- -- 138,153 639,338 ------- ------- -------- ---------- Participant withdrawals -- -- (209,703) (4,289,213) ------- ------- -------- ---------- Net increase (decrease) prior to transfers 508 0 (351,511) (3,134,101) Employee election interfund transfers -- (8,558) -- -- ------- ------- -------- ---------- Loans issued 42,000 -- -- -- Loan repayments (1,285) -- -- -- Net increase (decrease) in plan assets 41,223 (8,558) (351,511) (3,134,101) Plan equity beginning of year -- 8,568 654,244 9,739,748 ------- ------- -------- ---------- Plan equity end of year $41,223 $ 10 $302,733 $6,605,647 ======= ======= ======== ========== -5- 10 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS ------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of the Bird Employees' Savings and Profit Sharing Plan (the "Plan") is intended to give a general summary of its principal provisions. Participants should refer to the Plan document for a more complete description of the Plan. The Plan was adopted by the Board of Directors of Bird Corporation (the "Company") as of July 1, 1983 and restated in its entirety as of January 1, 1985. The Plan was established to provide the Company's employees with a retirement program of Company base and profit sharing contributions and a regular savings and investment plan, which is funded with employee and Company contributions. The Plan is considered a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). On January 17, 1994, it was announced that the Company would sell or close part of its business and all of the terminated participants of that business became fully vested. A decision to continue to sell all or part of the remaining businesses was approved by the Board of Directors and announced on May 10, 1994. On August 16, 1994 the Plan was amended whereby all participants in the Plan would fully vest in the event of a change in control of the Company. Subsequently, two other businesses were sold resulting in terminated employees being fully vested. The liquidation and sales mentioned above, were deemed by the Board of Directors to constitute a change of control. Under the amendment, this change of control then vested all remaining active participants and any participant who had terminated in the one year period prior to the sale of the last division. ELIGIBILITY All employees of the Company and certain of its subsidiaries, excluding those covered by a collective bargaining agreement, are eligible to participate in the Plan. COMPANY BASE CONTRIBUTIONS Annual Company base contributions are based upon a percentage of each employee's eligible compensation. Prior to January 1, 1995, contributions for personnel employed prior to January 1, 1985 are based on 2% plus 5/7% for each five additional years of age (in excess of 31) as of December 31, 1984. Contributions for personnel employed subsequent to December 31, 1984 are based on 2% of each employee's eligible compensation. Effective January 1, 1995, Company base contributions are based on 2% of each employee's eligible compensation for all employees. Company base contributions for the years ended December 31, 1995 and 1994 amounted to $70,740 and $229,016, respectively. PROFIT SHARING CONTRIBUTIONS Annual Company profit sharing contributions, if earned, are based upon certain defined levels of return on equity by the Company and its business units. The amount of the Company's contributions are dependent upon the amount of profits -6- 11 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS ------------------------------------------------------------------------- (as defined) earned by the Company or a business unit, and distributions to employees of the Company or a business unit are based on their eligible compensation. Employees have the option to receive in cash, up to 50% of their share of the Company's annual profit sharing contribution. This cash portion of the profit sharing contribution is paid directly by the Company to the employee. There were no such contributions made for the year ended December 31, 1995 and 1994. SAVINGS CONTRIBUTIONS Eligible employees may contribute 1% to 15% of their eligible compensation to the Plan and the Company may make discretionary matching contributions with respect to the first 6% of each employee's contribution. All Company matching contributions are made to the Corporate Stock Fund. The Plan does not require an employee to make contributions to the Plan in order to become eligible to participate in the annual Company base or profit sharing contributions described in the items above. Matching contributions for the years ended December 31, 1995 and 1994 amounted to 19,575 shares of Company stock valued at $138,153 and 10,327 shares valued at $105,546, respectively. Forfeitures from the non-vested portion of terminated participants' account balances for the years ended December 31, 1995 and 1994, in the amount of $3,700 and $19,227, respectively, were used against Company contributions as permitted by the Plan (see vesting below). PARTICIPANT ACCOUNTS Each participant's account is maintained by an independent recordkeeper and reflects employee contributions, Company matching contributions, Company base contributions, and Company profit sharing contributions. Accounts are periodically adjusted to reflect the effect of investment income, realized and unrealized capital gains (losses), trustee expenses, and withdrawals and other distributions. Investment income, realized and unrealized capital gains (losses), and trustee expenses are allocated to participant's accounts based upon each participant's equity in the Plan at the end of the preceding valuation period. VESTING Vesting of Company base contributions accrue at a rate of 20% per year for each year of service and Company matching contributions vest at the rate of 20% for each year of contributory participation in the Plan. Participants are immediately vested in Company profit sharing contributions and employee contributions, plus earnings thereon. In addition to becoming fully vested as defined above, a participant's account becomes fully vested upon retirement, attainment of age 65, death, or occurrence of total and permanent disability or Plan termination. If a portion of the Company base or matching contributions is not vested upon a participant's termination, the non-vested portion will be forfeited, and used to reduce future Company contributions to the Plan. An amendment to the Plan was adopted on June 16, 1994 stating that in the event of a change in control of the Company each participant shall immediately be 100% vested in his Company Matching Contribution Account and his Company Base Contribution Account. -7- 12 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS ------------------------------------------------------------------------- PAYMENTS OF BENEFITS Upon termination of service due to death, retirement, or complete disability, a participant or his beneficiary may elect to receive benefits equal to the full value of his account in the form of a lump-sum distribution or in the form of an annuity, which will be in the form of a joint and survivor annuity if the participant is married. If termination occurs due to other reasons, the participant is entitled to receive the total amount of employee contributions and the vested portion of Company contributions. Such distributions are payable in cash or, in the case of the Corporate Stock Fund, in cash or shares, as elected by the participant. Participants have limited withdrawal rights during employment. LOANS In accordance with the terms of the plan document, effective July 1, 1995, Plan participants may be granted loans. There is no minimum requirement for a loan, however, the maximum loan amount is the lesser of 50% of the participant's vested account balance or $50,000. The loan is secured by the balance in the participant's account and bears interest at a rate comparable to a commercial lending institution as determined by the Plan Administrator. Loans must be repaid within five years. At December 31, 1995, the Plan had five loans outstanding with interest rates of 10.25% per annum. Loans are stated at principal outstanding which approximates fair value. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared on the accrual basis of accounting. INVESTMENTS As more fully described in Note 3, Plan investments consist of participations in bank collective trust funds, mutual funds, and shares of Bird Corporation common stock. Closing active market quotations are used to value mutual funds and common stock. The bank collective trust funds are recorded at fair value based on net asset value per unit as determined by the trustee. The average cost method is used to determine the net gain or loss on investment transactions. EXPENSES As of July 1, 1995, trustee and other administrative expenses are paid by the Company. Previously, trustee expenses were paid by the Plan. The trustee charged each fund for the direct expenses of that fund. All other expenses of the Plan were paid for by the Company. 3. INVESTMENTS The Plan's investments were held by CoreStates Bank, N.A. as trustee under the Trust Agreement for the Plan until June 30, 1995. Effective July 1, 1995 the -8- 13 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS ------------------------------------------------------------------------- Plan's investments were held by New York Life Trust Company, offering seven investment options to participants. Prior to July 1, 1995 seven investment options were also offered. (See options listed on the statement of financial condition). Investment vehicles under each of the Plan's fund options are selected by the Company. The trustee executes transactions in accordance with participant elections as to investment fund contributions. Investments consist of the following: DECEMBER 31, 1995 1994 Mutual funds $2,883,866 $3,523,187 Common stock 451,224 1,131,104 Bank collective trust funds 3,131,074 4,897,048 Participants loans 41,223 -- ---------- ---------- $6,507,387 $9,551,339 ========== ========== Investments that represent 5% or more of total Plan investments are as follows: DECEMBER 31, 1995 1994 Fidelity Advisor Growth Opportunities Fund $1,094,238 $ -- Fidelity Advisor SER II Income and Growth Fund 660,184 -- Mainstay Institutional Service Value Equity Fund 638,624 -- Mainstay Institutional Service Multi Asset Fund 377,650 -- Fidelity Puritan Portfolio -- 552,072 Fidelity Contra Portfolio -- 1,050,796 Fidelity Growth and Income Portfolio -- 1,658,289 Bird Corporation Common Stock 451,224 1,131,104 Frank Russell Capital Contract Fund 3,131,074 4,852,762 -9- 14 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS ------------------------------------------------------------------------- 4. PLAN TERMINATION The Company anticipates that the Plan will continue without interruption, but reserves the right to discontinue the Plan. In the event that the Plan and the related trust fund terminate, particpants' accounts will become fully vested and non-forfeitable. All accounts will be valued as of the termination date and account balances will be distributed in full to participants. 5. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: DECEMBER 31, 1995 1994 Plan equity per the financial statements $6,605,647 $9,739,748 Amounts allocated to withdrawing participants (101,232) (652,259) ---------- ---------- Plan equity per the Form 5500 $6,504,415 $9,087,489 ========== ========== The following is a reconciliation of participant withdrawals per the financial statements to the Form 5500: YEAR ENDED DECEMBER 31, 1995 1994 Participant withdrawals per the financial statements $4,289,213 $2,750,284 Amounts allocated to withdrawing participants at beginning of year (652,259) (355,689) at end of year 101,232 652,259 ---------- ---------- Participant withdrawals per the Form 5500 $3,738,186 $3,046,854 ========== ========== Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. At December 31, 1995 there were participant withdrawals of $101,232 pending processing by the trustee from the Stable Value Fund. -10- 15 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS ------------------------------------------------------------------------- 6. FEDERAL INCOME TAXES The Plan is intended to meet the requirements of Section 401 of the Internal Revenue Code ("Code"). Under the provisions of Section 401 of the Code, employer contributions to a qualified plan and earnings are not subject to federal or state income tax. Benefit payments received from a qualified plan are taxable in the year they are received. The Company received notification of qualification for the Plan under Section 401 of the Code in a favorable determination letter dated September 22, 1993. A new letter has been requested for Plan amendments. Management has asserted that the Plan and its operations have been and continue to be in accordance with all applicable provisions of ERISA and the Code. 7. UNALLOCATED PLAN EQUITY Plan equity of $6,507,387 and $8,938,223 was allocated to participant accounts at December 31, 1995 and December 31, 1994, respectively. The difference between allocated Plan equity and Plan equity per the statement of financial condition is primarily due to (a) receivables recorded on the statement of financial condition not yet allocated to participant accounts and (b) pending participant withdrawals recorded on the participant accounts at year end but not on the financial statements (Note 5). -11- 16 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION SCHEDULE I ASSETS HELD FOR INVESTMENT PURPOSES ITEM 27a FORM 5500 DECEMBER 31, 1995 - ------------------------------------------------------------------------------- SHARES/ CURRENT UNITS COST VALUE MAINSTAY MULTI ASSET FUND Mainstay Institution Service Multi Asset Fund 32,031 $ 393,604 $ 377,650 ---------- ---------- CORPORATE STOCK FUND Mainstay Institutional Money Market 23,823 23,824 23,824 Bird Corporation Common Stock 97,562 950,031 451,224 ---------- ---------- 973,855 475,048 ---------- ---------- FIDELITY GROWTH OPPORTUNITY FUND Fidelity Advisor Growth Opportunity Fund 34,584 1,041,502 1,094,238 ---------- ---------- FIDELITY INCOME & GROWTH FUND Fidelity Advisor Ser II Income & Growth Fund 42,023 643,773 660,184 ---------- ---------- MAINSTAY INTERNATIONAL EQUITY FUND Mainstay Institutional Service International Equity Fund 8,649 84,729 89,346 ---------- ---------- MAINSTAY VALUE EQUITY FUND Mainstay Institutional Service Value Equity Fund 44,257 615,233 638,624 ---------- ---------- STABLE VALUE FUND Frank Russell Capital Contract Fund 199,406 3,041,838 3,131,074 ---------- ---------- PLAN PARTICIPANTS LOANS 10.25% per annum, maturity dates ranging from 12/18/98 to 12/1/2000 41,223 41,223 ---------- ---------- Total Investments $6,835,757 $6,507,387 ========== ========== -12- 17 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION SCHEDULE II REPORTABLE TRANSACTIONS INVOLVING AMOUNTS IN EXCESS OF 5% OF CURRENT VALUE OF PLAN ASSETS ITEM 27d FORM 5500 FOR THE YEAR ENDED DECEMBER 31, 1995 ---------------------------------------------------------------------------- NUMBER OF PURCHASE SELLING LEASE DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE RENTAL Bird Corporation Common Stock 19 $ 68,398 $ 355,950 -- Fidelity Growth & Income Portfolio 13 $ 14,024 $1,896,288 -- Fidelity Growth & Income Portfolio 1 -- $1,441,274 -- Frank Russell Capital Contract Fund 22 -- $1,641,871 -- CoreStates Liquidity Fund 342 $5,953,671 $5,999,352 -- CoreStates Liquidity Fund 1 $1,317,840 -- -- CoreStates Liquidity Fund 1 -- $1,145,699 -- CoreStates Liquidity Fund 1 $ 996,492 -- -- CoreStates Liquidity Fund 1 -- $ 810,377 -- Fidelity Puritan Fund 7 8,203 $ 608,503 -- Fidelity Puritan Fund 1 -- $ 520,723 -- Fidelity Contra Fund 7 5,760 $1,262,766 -- Fidelity Contra Fund 1 -- $1,076,406 -- NET EXPENSE COST OF CURRENT GAIN/ DESCRIPTION OF ASSET INCURRED ASSET VALUE (LOSS) Bird Corporation Common Stock -- $ 483,097 $ 424,348 $(127,147) Fidelity Growth & Income Portfolio -- $1,672,313 $ 1,910,312 $ 223,975 Fidelity Growth & Income Portfolio -- $1,258,134 $ 1,441,274 $ 183,140 Frank Russell Capital Contract Fund -- $1,611,851 $ 1,641,871 $ 30,020 CoreStates Liquidity Fund -- $5,999,352 $11,953,023 -- CoreStates Liquidity Fund -- -- $ 1,317,840 -- CoreStates Liquidity Fund -- $1,145,699 $ 1,145,699 -- CoreStates Liquidity Fund -- -- $ 996,492 -- CoreStates Liquidity Fund -- $ 810,377 $ 810,377 -- Fidelity Puritan Fund -- $ 560,276 $ 616,706 $ 48,227 Fidelity Puritan Fund -- $ 477,848 $ 520,723 $ 42,875 Fidelity Contra Fund -- $1,056,555 $ 1,268,526 $ 206,211 Fidelity Contra Fund -- $ 891,617 $ 1,076,406 $ 184,789 -13- 18 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION SCHEDULE II REPORTABLE TRANSACTIONS INVOLVING AMOUNTS IN EXCESS OF 5% OF CURRENT VALUE OF PLAN ASSETS ITEM 27d FORM 5500 FOR THE YEAR ENDED DECEMBER 31, 1995 ---------------------------------------------------------------------------- NUMBER OF PURCHASE SELLING LEASE DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE RENTAL Fidelity Advisor Growth 19 $1,094,711 $ 56,779 -- Fidelity Income and Growth Fund 18 $ 644,508 $ 742 -- Mainstay Institutional Service Value Equity 17 $ 615,415 $ 189 -- Mainstay Institutional Service Multi-Asset Fund 19 $ 396,098 $ 2,610 -- New York Life Pooled Separate Accounts 27 $1,657,594 $1,657,594 -- Frank Russell Capital Contracts Fund 14 $ 920,942 -- NET EXPENSE COST OF CURRENT GAIN/ DESCRIPTION OF ASSET INCURRED ASSET VALUE (LOSS) Fidelity Advisor Growth -- $ 53,208 $1,151,490 $ 3,571 Fidelity Income and Growth Fund -- $ 735 $ 645,250 $ 7 Mainstay Institutional Service Value Equity -- $ 18 $ 615,604 $ 7 Mainstay Institutional Service Multi-Asset Fund -- $ 2,492 $ 398,708 $ 118 New York Life Pooled Separate Accounts -- $1,657,594 $3,315,188 $ 0 Frank Russell Capital Contracts Fund -- $ 905,102 $ 920,942 $15,840 -14-