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, 1996 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 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION DECEMBER 31, 1996 AND 1995 3 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 * Other schedules have been omitted because they are not applicable. 4 REPORT OF INDEPENDENT ACCOUNTANTS May 29, 1997 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, 1996 and 1995, 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. /s/ Price Waterhouse LLP 1 5 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN STATEMENT OF FINANCIAL CONDITION (WITH FUND INFORMATION) - ----------------------------------------------------------------------------------------------------------------------------------- DECEMBER 31, 1996 ------------------------------------------------------------------------------------------------ PARTICIPANT DIRECTED ------------------------------------------------------------------------------------------------ VALUE STABLE CORPORATE INT'L INCOME GROWTH MULTI EQUITY VALUE STOCK EQUITY AND GROWTH OPPORTUNITY ASSET LOAN FUND FUND FUND FUND FUND FUND FUND FUND ASSETS Investments at fair value: Bird Inc. common stock $ - $ - $195,944 $ - $ - $ - $ - $ - Insurance Company pooled separate accounts - 2,530,331 - - - - - - Mutual funds 788,771 - 8,922 116,107 499,242 1,264,603 331,517 - Participant Loans - - - - - - - 93,123 Interest/dividends receivable - 11,945 - - - - - - Employer contributions receivable 11,509 22,067 461 2,935 7,280 13,953 5,706 - Employee contributions receivable 2,501 6,336 211 1,662 2,016 3,484 1,443 - -------- ---------- -------- -------- -------- ---------- -------- ------- Total assets $802,781 $2,570,679 $205,538 $120,704 $508,538 $1,282,040 $338,666 $93,123 ======== ========== ======== ======== ======== ========== ======== ======= LIABILITIES AND PLAN EQUITY Accrued expenses $ - $ - $ - $ - $ - $ - $ - $ - -------- ---------- -------- -------- -------- ---------- -------- ------- Total liabilities - - - - - - - - Plan equity 802,781 2,570,679 205,538 120,704 508,538 1,282,040 338,666 93,123 -------- ---------- -------- -------- -------- ---------- -------- ------- Total liabilities and plan equity $802,781 $2,570,679 $205,538 $120,704 $508,538 $1,282,040 $338,666 $93,123 ======== ========== ======== ======== ======== ========== ======== ======= - -------------------------------------------------------------------------------- DECEMBER 31, 1996 - -------------------------------------------------------------------------------- NON- PARTICIPANT DIRECTED ----------- CORPORATE STOCK FUND TOTAL ASSETS Investments at fair value: Bird Inc. common stock $348,344 $ 544,288 Insurance Company pooled separate accounts - 2,530,331 Mutual funds 15,860 3,025,022 Participant Loans - 93,123 Interest/dividends receivable - 11,945 Employer contributions receivable 6,322 70,233 Employee contributions receivable - 17,653 -------- ---------- Total assets $370,526 $6,292,595 ======== ========== LIABILITIES AND PLAN EQUITY Accrued expenses $ - $ - -------- ---------- Total liabilities - - Plan equity 370,526 6,292,595 -------- ---------- Total liabilities and plan equity $370,526 $6,292,595 ======== ========== The accompanying notes are an integral part of these financial statements. -2- 6 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 GROWTH MULTI SHORT EQUITY VALUE STOCK EQUITY AND GROWTH OPPORTUNITY ASSET LOAN TERM FUND FUND FUND FUND 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 1,094,238 377,650 - - Participant Loans - - - - - - - 41,223 - Interest/dividends receivable - - - - - - - - - Employer contributions receivable 11,654 26,889 772 2,379 8,528 15,871 4,647 - - Employee contributions receivable 3,400 8,516 337 776 3,035 4,215 1,286 - - Cash - - - - - - - - 10 -------- ---------- -------- ------- -------- ---------- -------- ------- --- Total assets $653,678 $3,166,479 $181,627 $92,501 $671,747 $1,114,324 $383,583 $41,223 $10 ======== ========== ======== ======= ======== ========== ======== ======= === LIABILITIES AND PLAN EQUITY Accrued expenses $ - $ 2,258 $ - $ - $ - $ - $ - $ - $ - -------- ---------- -------- ------- -------- ---------- -------- ------- --- Total liabilities - 2,258 - - - - - - - Plan equity 653,678 3,164,221 181,627 92,501 671,747 1,114,324 383,583 41,223 10 -------- ---------- -------- ------- -------- ---------- -------- ------- --- Total liabilities and plan equity $653,678 $3,166,479 $181,627 $92,501 $671,747 $1,114,324 $383,583 $41,223 $10 ======== ========== ======== ======= ======== ========== ======== ======= === - -------------------------------------------------------------------------------- DECEMBER 31, 1995 - -------------------------------------------------------------------------------- NON- PARTICIPANT DIRECTED ------------ CORPORATE STOCK FUND TOTAL ASSETS Investments at fair value: Bird Inc. common stock $279,759 $ 451,224 Bank collective trust funds - 3,131,074 Mutual funds 14,771 2,883,866 Participant Loans - 41,223 Interest/dividends receivable - - Employer contributions receivable 8,203 78,943 Employee contributions receivable - 21,565 Cash - 10 -------- ---------- Total assets $302,733 $6,607,905 ======== ========== LIABILITIES AND PLAN EQUITY Accrued expenses $ - $ 2,258 -------- ---------- Total liabilities - 2,258 Plan equity 302,733 6,605,647 -------- ---------- Total liabilities and plan equitY $302,733 $6,607,905 ======== ========== The accompanying notes are an integral part of these financial statements. -3- 7 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN STATEMENT OF CHANGES IN PLAN EQUITY (WITH FUND INFORMATION) - ----------------------------------------------------------------------------------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1996 ------------------------------------------------------------------------------------------------------ PARTICIPANT DIRECTED ------------------------------------------------------------------------------------------------------ VALUE STABLE CORPORATE INT'L INCOME GROWTH MULTI SHORT EQUITY VALUE STOCK EQUITY AND GROWTH OPPORTUNITY ASSET LOAN TERM FUND FUND FUND FUND FUND FUND FUND FUND FUND Investment Income: Interest $ - $ 137,929 $ - $ - $ - $ - $ - $ 7,240 $ - Dividends 10,122 - 409 8,213 15,640 18,307 8,364 - - -------- ---------- -------- -------- -------- ---------- -------- ------- --- Total investment income 10,122 137,929 409 8,213 15,640 18,307 8,364 7,240 - Administrative expenses (100) (100) (18) - - - - - (10) -------- ---------- -------- -------- -------- ---------- -------- ------- --- Net appreciation (depreciation) of investments 132,114 12,294 18,930 2,958 25,289 172,057 44,511 - - -------- ---------- -------- -------- -------- ---------- -------- ------- --- Net investment income 142,136 150,123 19,321 11,171 40,929 190,364 52,875 7,240 (10) Contributions: Employee 41,224 95,121 2,924 14,316 33,105 55,206 16,941 - - Employer - non cash - - - - - - - - - Employer - cash 11,509 22,067 461 2,934 7,280 13,953 5,706 - - -------- ---------- -------- -------- -------- ---------- -------- ------- --- Total contributions 52,733 117,188 3,385 17,250 40,385 69,159 22,647 - - -------- ---------- -------- -------- -------- ---------- -------- ------- --- Participant withdrawals (91,388) (891,959) (3,504) (1,247) (57,399) (149,635) (130,535) - - -------- ---------- -------- -------- -------- ---------- -------- ------- --- Net increase (decrease) prior to transfers 103,481 (624,648) 19,202 27,174 23,915 109,888 (55,013) 7,240 (10) Employee election interfund transfers 54,674 64,444 11,941 273 (187,788) 57,309 7,073 - - -------- ---------- -------- -------- -------- ---------- -------- ------- --- Loans issued (10,810) (45,700) (8,000) - - (787) (403) 65,700 - Loan repayments 1,758 12,362 768 756 664 1,306 3,426 (21,040) - Net increase (decrease) in plan assets 149,103 (593,542) 23,911 28,203 (163,209) 167,716 (44,917) 51,900 (10) Plan equity beginning of year 653,678 3,164,221 181,627 92,501 671,747 1,114,324 383,583 41,223 10 -------- ---------- -------- -------- -------- ---------- -------- ------- --- Plan equity end of year $802,781 $2,570,679 $205,538 $120,704 $508,538 $1,282,040 $338,666 $93,123 $ - ======== ========== ======== ======== ======== ========== ======== ======= === - -------------------------------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1996 - -------------------------------------------------------------------------------- NON- PARTICIPANT DIRECTED ----------- CORPORATE STOCK FUND TOTAL Investment Income: Interest $ - $ 145,169 Dividends 727 61,782 -------- ---------- Total investment income 727 206,951 Administrative expenses (32) (260) -------- ---------- Net appreciation (depreciation) of investments 33,652 441,805 -------- ---------- Net investment income 34,347 648,496 Contributions: Employee - 258,837 Employer - non cash 90,859 90,859 Employer - cash - 63,910 -------- ---------- Total contributions 90,859 413,606 -------- ---------- Participant withdrawals (49,487) (1,375,154) -------- ---------- Net increase (decrease) prior to transfers 75,719 (313,052) Employee election interfund transfers (7,926) - -------- ---------- Loans issued - - Loan repayments - - Net increase (decrease) in plan assets 67,793 (313,052) Plan equity beginning of year 302,733 6,605,647 -------- ---------- Plan equity end of year $370,526 $6,292,595 ======== ========== The accompanying notes are an integral part of these financial statements. -4- 8 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 PURITAN FUND FUND FUND FUND FUND FUND FUND Investment Income: Interest $ 3,849 $ - $27,758 $ 280 $ - $ 21 $2,712 Dividends 14,024 8,329 - 117 2,784 3,985 7,754 ---------- -------- ---------- -------- ------- -------- -------- Total investment income 17,873 8,329 27,758 397 2,784 4,006 10,466 Administrative expenses (975) - (14,760) - (386) - (2,247) ---------- -------- ---------- -------- ------- -------- -------- Net appreciation (depreciation) of investments 223,976 38,307 238,972 (171,987) 4,864 - 48,227 ---------- -------- ---------- -------- ------- -------- -------- Net investment income 240,874 46,636 251,970 (171,590) 7,262 4,006 56,446 Contributions: Employee 70,289 22,745 137,624 20,289 5,599 7,426 37,995 Employer - 11,654 26,889 772 2,379 - - ---------- -------- ---------- -------- ------- -------- -------- Total contributions 70,289 34,399 164,513 21,061 7,978 7,426 37,995 ---------- -------- ---------- -------- ------- -------- -------- Participant withdrawals (527,902) (189) (2,761,971) (93,352) (186) (16,451) (214,450) ---------- -------- ---------- -------- ------- -------- -------- Net increase (decrease) prior to transfers (216,739) 80,846 (2,345,488) (243,881) 15,054 (5,019) (120,009) Employee election interfund transfers (1,471,640) 572,832 591,745 (86,188) 78,888 (122,144) (444,888) ---------- -------- ---------- -------- ------- -------- -------- 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) (564,897) Plan equity beginning of year 1,688,379 - 4,954,509 511,578 - 127,163 564,897 ---------- -------- ---------- -------- ------- -------- -------- Plan equity end of year $ - $653,678 $3,164,221 $181,627 $92,501 $ - $ - ========== ======== ========== ======== ======= ======== ======== - --------------------------------------------------------------------------------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1995 PARTICIPANT DIRECTED PARTICIPANT --------------------------------------------------------------------------------------------- INCOME GROWTH INTERMEDIATE MULTI SHORT AND GROWTH CONTRA OPPORTUNITY BOND ASSET LOAN TERM FUND FUND FUND FUND FUND FUND FUND Investment Income: Interest $ - $ 3,867 $ - $ 471 $ - $ 508 $ - Dividends 12,768 - 13,269 3,108 13,057 - - ---------- ---------- ---------- -------- -------- -------- ------ Total investment income 12,768 3,867 13,269 3,579 13,057 508 - Administrative expenses - (3,564) - (1,466) - - - ---------- ---------- ---------- -------- -------- -------- ------ Net appreciation (depreciation) of investments 17,658 206,210 69,252 5,599 19,394 - - ---------- ---------- ---------- -------- -------- -------- ------ Net investment income 30,426 206,513 82,521 7,712 32,451 508 - Contributions: Employee 22,533 58,315 29,433 8,256 9,941 - - Employer 8,528 - 15,871 - 4,647 - - ---------- ---------- ---------- -------- -------- -------- ------ Total contributions 31,061 58,315 45,304 8,256 14,588 - - ---------- ---------- ---------- -------- -------- -------- ------ Participant withdrawals (245) (324,338) (56,780) (83,456) (190) - - ---------- ---------- ---------- -------- -------- -------- ------ Net increase (decrease) prior to transfers 61,242 (59,510) 71,045 (67,488) 46,849 508 0 Employee election interfund transfers 610,997 (1,025,899) 1,043,279 (77,513) 339,089 - (8,558) ---------- ---------- ---------- -------- -------- -------- ------ Loans issued (497) - - - (2,420) 42,000 - Loan repayments 5 - - - 65 (1,285) - ---------- ---------- ---------- -------- -------- -------- ------ Net increase (decrease) in plan assets 671,747 (1,085,409) 1,114,324 (145,001) 383,583 41,223 (8,558) Plan equity beginning of year - 1,085,409 - 145,001 - - 8,568 ---------- ---------- ---------- -------- -------- -------- ------ Plan equity end of year $671,747 $ - $1,114,324 $ - $383,583 $ 41,223 $ 10 ========== ========== ========== ======== ======== ======== ====== - -------------------------------------------------------------------------------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1995 NON- PARTICIPANT DIRECTED ----------- CORPORATE STOCK FUND TOTAL Investment Income: Interest $ 458 $ 39,924 Dividends 192 79,387 -------- ---------- Total investment income 650 119,311 Administrative expenses - (23,398) -------- ---------- Net appreciation (depreciation) of investments (280,611) 419,861 -------- ---------- Net investment income (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 (351,511) (3,134,101) Employee election interfund transfers - - -------- ---------- Loans issued - - Loan repayments - - Net increase (decrease) in plan assets (351,511) (3,134,101) Plan equity beginning of year 654,244 9,739,748 -------- ---------- Plan equity end of year $302,733 $6,605,647 ======== ========== The accompanying notes are an integral part of these financial statements. -5- 9 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). 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 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, 1996 and 1995 amounted to $63,910 and $70,740, 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 (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 years ended December 31, 1996 and 1995. 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, 1996 and 1995 amounted to 19,249 shares of Company stock valued at $90,859 and 19,575 shares valued at $138,153, respectively. Forfeitures from the non-vested portion of terminated participants' account balances for the years ended December 31, 1996 and 1995, in the amount of $1,617 and $3,700, respectively, were used against Company contributions as permitted by the Plan (see vesting below). -6- 10 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- PARTICIPANT ACCOUNTS Each participant's account is maintained by an independent recordkeeper and reflects employee contributions, and Company matching, base and 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 and matching contributions accrue at a rate of 20% per year for each year of service or contributory participation in the Plan, respectively. 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. Such a change in control occurred during 1995 and as such, all then active participants in the Plan became 100% vested. 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, 1996, the Plan had eleven loans outstanding with interest rates ranging from 9.75% to 10.25% per annum. Loans are stated at principal outstanding which approximates fair value. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of -7- 11 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- contingent assets and liabilities at the date of the financial statements and the reported amounts of sources and applications of net assets during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies which are in conformity with generally accepted accounting principles consistently followed by the Plan in the preparation of its financial statements. 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 an insurance company pooled separate account, a bank collective trust fund, 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 fund is recorded at fair value based on net asset value per unit as determined by the trustee. The pooled separate account is valued on a daily basis 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 with the exception of loan fees which are charged to participant accounts. 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 Plan's investments were held by New York Life Trust Company as trustee, offering seven investment options to participants. Prior to July 1, 1995 similar investment options were also offered. 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. At December 31, 1996 and 1995, the Plan's investment options, the underlying funds, and their objectives are as follows: VALUE EQUITY FUND Mainstay Institutional Service Value Equity Fund The fund's objective is to seek maximum long term total return from a combination of capital growth and income. STABLE VALUE FUND New York Life Anchor Account The Anchor account's objective is to provide a low-risk stable investment offering competitive yields and limited volatility by investing in investment grade, high quality fixed income securities. At December 31, 1995, this option's funds were invested in the Frank Russell Capital Contract Fund, a common/collective fund with an investment objective similar to the New York Life Anchor Account. -8- 12 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- CORPORATE STOCK FUND Bird Corporation Common Stock INTERNATIONAL EQUITY FUND Mainstay Institutional Service International Equity Fund The fund's objective is to seek maximum long term growth of capital by investing in a portfolio consisting primarily of non-U.S. equity securities. INCOME AND GROWTH FUND Fidelity Advisor Balanced Fund (formerly the Fidelity Advisor Series II Income and Growth Fund) The fund's objective is to seek a high level of income with the potential for growth by investing in securities of U. S. and foreign issues, including those in emerging markets. GROWTH OPPORTUNITY FUND Fidelity Advisor Growth Opportunities Fund The fund's objective is to seek capital growth by investing primarily in common stocks and convertible securities of foreign and domestic corporations and governments. At least 65% of the Fund's portfolio is invested in securities with long term growth potential. MULTI ASSET FUND Mainstay Institutional Service Multi Asset Fund The fund's objective is to seek maximum total return from a combination of common stocks, fixed income securities, and money market investments, consistent with certain investment constraints on amounts allocated to each asset class. Investments that represent 5% or more of total Plan investments are as follows: DECEMBER 31, 1996 1995 Fidelity Advisor Growth Opportunities Fund $1,264,603 $1,094,238 Fidelity Advisor Balanced Fund (formerly Fidelity Advisor Series II Income and Growth Fund) 499,242 660,184 Mainstay Institutional Service Value Equity Fund 788,771 638,624 Mainstay Institutional Service Multi Asset Fund 331,517 317,650 Bird Corporation Common Stock 544,288 451,224 Frank Russell Capital Contract Fund --- 3,131,074 New York Life Anchor Account 2,530,331 --- -9- 13 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, participants' 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: YEAR ENDED DECEMBER 31, 1996 1995 Plan equity per the financial statements $6,292,595 $6,605,647 Amounts allocated to withdrawing participants (25,148) (101,232) ---------- ---------- Plan equity per the Form 5500 $6,267,447 $6,504,415 ========== ========== The following is a reconciliation of participant withdrawals per the financial statements to the Form 5500: YEAR ENDED DECEMBER 31, 1996 1995 Participant withdrawals per the financial statements $1,375,154 $4,289,213 Amounts allocated to withdrawing participants: at beginning of year (101,232) (652,259) at end of year 25,148 101,232 ---------- ---------- Participant withdrawals per the Form 5500 $1,299,070 $3,738,186 ========== ========== 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, 1996 there were participant withdrawals of $25,148 pending processing by the trustee from the Stable Value and Corporate Stock Funds. 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, -10- 14 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 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 and Plan amendments under Section 401 of the Code in a favorable determination letter dated August 6, 1996. 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 $6,204,730 and $6,507,387 was allocated to participant accounts at December 31, 1996 and December 31, 1995, respectively. The difference between allocated Plan equity and Plan equity per the statement of financial condition is primarily due to contribution receivables recorded on the statement of financial condition not yet allocated to participant accounts. -11- 15 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION SCHEDULE I ASSETS HELD FOR INVESTMENT PURPOSES ITEM 27A FORM 5500 DECEMBER 31, 1996 - -------------------------------------------------------------------------------- SHARES/ CURRENT UNITS COST VALUE MULTI ASSET FUND Mainstay Institutional Service Multi Asset Fund 25,134 $ 310,386 $ 331,517 ---------- ---------- CORPORATE STOCK FUND Mainstay Institutional Money Market 24,782 24,782 24,782 Bird Corporation Common Stock 104,923 897,365 544,288 ---------- ---------- 922,147 569,070 ---------- ---------- GROWTH OPPORTUNITIES FUND Fidelity Advisor Growth Opportunities Fund 35,824 1,101,244 1,264,603 ---------- ---------- INCOME & GROWTH FUND Fidelity Advisor Balanced Fund (formerly Fidelity Advisor Series II Income & Growth Fund) 30,479 468,486 499,242 ---------- ---------- INTERNATIONAL EQUITY FUND Mainstay Institutional Service International Equity Fund 10,974 110,142 116,107 ---------- ---------- VALUE EQUITY FUND Mainstay Institutional Service Value Equity Fund 49,765 712,769 788,771 ---------- ---------- STABLE VALUE FUND New York Life Anchor Account 2,530,331 2,530,331 2,530,331 ---------- ---------- PLAN PARTICIPANTS LOANS 9.75% to 10.25% per annum, maturity dates ranging from 4/7/97 to 2/2/02 93,123 93,123 93,123 ---------- ---------- Total Investments $6,248,628 $6,192,764 ========== ========== -12- 16 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, 1996 - ------------------------------------------------------------------------------------------------------------------------- NUMBER NET OF PURCHASE SELLING COST OF CURRENT GAIN/ DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE ASSET VALUE ON (LOSS) TRANS DATE Fidelity Advisor Growth 26 $ 222,030 - - $ 222,030 - Opportunities Fund 12 - $ 174,902 $ 162,288 $ 174,902 $ 12,614 Fidelity Advisor Balanced Fund (formerly Fidelity Advisor 21 $ 80,554 - - $ 80,554 - Series II Income and Growth Fund) 12 $ - $ 263,473 $ 255,841 $ 263,473 $ 7,632 Mainstay Institutional 40 $ 193,801 - - $ 193,801 - Money Market 54 - $ 192,843 $ 192,843 $ 192,843 - Mainstay Institutional Service 21 $ 214,692 - - $ 214,692 - Value Equity Fund 13 - $ 127,795 $ 117,156 $ 127,795 $ 10,639 Mainstay Institutional Service 22 $ 136,058 - - $ 136,058 - Multi Asset Fund 8 - $ 223,526 $ 219,276 $ 223,526 $ 4,250 New York Anchor Account 31 $3,489,724 - - $3,489,724 - 40 - $ 959,393 $ 959,393 $ 959,393 - 1 $3,027,613 - - $3,027,613 - Frank Russell Capital Contract 4 - $3,143,367 $3,041,838 $3,143,367 $101,529 Fund 1 - $3,027,613 $2,929,743 $3,027,613 $ 97,870 -13- 17 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 May 29, 1997 relating to the financial statements of the Bird Employees' Savings and Profit Sharing Plan for the year ended December 31, 1996 included with this Form 11-K. /s/Price Waterhouse LLP PRICE WATERHOUSE LLP Boston, Massachusetts June 25, 1997