SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BIRD CORPORATION (Name of Subject Company) BIRD CORPORATION (Name of Person Filing Statement) COMMON STOCK, $1 PAR VALUE (Including the Associated Common Stock Purchase Rights) (Title of Class of Securities) 090763103 (Cusip Number of Class of Securities) $1.85 CUMULATIVE CONVERTIBLE PREFERENCE STOCK, $1 PAR VALUE (Title of Class of Securities) 090763301 (Cusip Number of Class of Securities) FRANK S. ANTHONY VICE PRESIDENT BIRD CORPORATION 1077 PLEASANT STREET NORWOOD, MA 02062 (617) 551-0656 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) Bird Corporation (the "Company") hereby amends and supplements its Solicitation/Recommendation Statement on Schedule 14D-9 originally filed on April 12, 1996 (the "Statement"), with respect to an offer (the "Offer") by BI Expansion Corp., a Massachusetts corporation, which is a wholly owned subsidiary of CertainTeed Corporation, a Delaware corporation, which is an indirect wholly owned subsidiary of Compagnie de Saint-Gobain, a French corporation, to purchase all outstanding shares of Common Stock, par value $1.00 per share, including the associated Common Stock purchase rights, and all outstanding shares of $1.85 Cumulative Convertible Preference Stock, par value $1.00 per share, of the Company, on the terms described in the Offer to Purchase dated April 12, 1996. Capitalized terms not defined herein have the meanings assigned thereto in the Statement. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. On May 3, 1996, the Company announced that it was informed by CertainTeed that CertainTeed intends to allow the Offer to expire without acquiring any Shares and intends to terminate the Merger Agreement. The Company is evaluating its response to this decision. The press release in respect of the announcement is filed herewith. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(8) Press Release dated May 3, 1996. EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Pages (a)(8) Press release dated May 3, 1996 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BIRD CORPORATION By: /s/ FRANK S. ANTHONY ------------------------- Name: Frank S. Anthony Title: Vice President Date: May 3, 1996 Exhibit 99(a)(8) [Logo] NEWS RELEASE Bird Corporation 1077 Pleasant Street Norwood, MA 02062-6714 Contact: Joseph D. Vecchiolla Chairman Telephone: (203) 622-4880 Bird Corporation Announces That CT Intends to Terminate Merger Agreement May 3, 1996 - Norwood, MA - Bird Corporation (the "Company") today announced that it was informed by CertainTeed Corporation ("CertainTeed") that CertainTeed intends to terminate the previously announced merger agreement between the Company and CertainTeed and intends to allow the related tender offer by CertainTeed for the outstanding common stock and preference stock of the Company to expire without accepting any shares. The Company is evaluating its response to this decision. Bird Corporation, founded in 1795, is a manufacturer of asphalt shingles and related roll roofing products serving customers in the Northeastern U.S. from a state-of-the-art facility located in Norwood, Massachusetts.