-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fhfO9v3p/uDagfWUxMsce8xoJSvUqoKPwDsMqBmr8+G0G+3w+tRujUfbvP0oyFtk q2AdVKfdENjS1ivhyN8VSw== 0000950135-95-001519.txt : 199507170000950135-95-001519.hdr.sgml : 19950717 ACCESSION NUMBER: 0000950135-95-001519 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950714 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIRD CORP CENTRAL INDEX KEY: 0000012245 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] IRS NUMBER: 043082903 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00828 FILM NUMBER: 95553864 BUSINESS ADDRESS: STREET 1: 1077 PLEASANT ST STREET 2: STE 120 CITY: NORWOOD STATE: MA ZIP: 02062 BUSINESS PHONE: 6174611414 MAIL ADDRESS: STREET 1: 980 WASHINGTON ST CITY: DEDHAM STATE: MA ZIP: 02026 FORMER COMPANY: FORMER CONFORMED NAME: BIRD INC DATE OF NAME CHANGE: 19900419 FORMER COMPANY: FORMER CONFORMED NAME: BIRD & SON INC DATE OF NAME CHANGE: 19830719 10-K/A 1 BIRD CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A-1 (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1994 ------------------------------------------------------ OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the transition period from to ---------------- -------------- Commission File Number 0-828 ----- BIRD CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-3082903 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1077 Pleasant Street, Norwood, MA 02062 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 551-0656 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange ------------------- on which registered --------------------- NONE NONE - -------------------------------------------------------------------------------- Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1 per share - -------------------------------------------------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ---- The aggregate market value of common stock, par value $1 per share, held by non-affiliates as of March 1, 1995 was $29,182,000. As of March 1, 1995 there were 4,100,443 shares of Bird Corporation common stock, par value $1 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 1995 Annual Meeting of Stockholders to be filed with the Commission by April 30, 1995 are incorporated by reference into Parts I and III of this report. 2 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 1994 as set forth in the pages attached hereto: Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (c) Exhibit Index. Exhibit 28 Annual Report on Form 11-K of the Bird Employees' Savings and Profit Sharing Plan for the fiscal year ended December 31, 1994. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. BIRD CORPORATION (REGISTRANT) JULY 13, 1995 ------------------------------------- FRANK S. ANTHONY VICE PRESIDENT EX-28 2 ANNUAL REPORT ON FORM 11-K 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, 1994 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 30, 1995 relating to the financial statements of the Bird Employees' Savings and Profit Sharing Plan for the year ended December 31, 1994 included with this Form 11-K. PRICE WATERHOUSE LLP Boston, Massachusetts July 13, 1995 3 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION DECEMBER 31, 1994 AND 1993 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 - 13 Schedule II - Reportable Transactions 14
* Other schedules have been omitted because they are not applicable. 5 REPORT OF INDEPENDENT ACCOUNTANTS June 30, 1995 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, 1994 and 1993, 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, 1993 NON- PARTICIPANT DIRECTED PARTICIPANT DIRECTED ------------------------------------------------------------------- --------- GROWTH AND GUARANTEED CORPORATE RETIREMENT MONEY SHORT CORPORATE INCOME INVESTMENT STOCK GROWTH MARKET TERM STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL ASSETS Investments at fair value: Bird Inc. common stock $ - $ - $488,992 $ - $ - $ - $790,649 $ 1,279,641 Bank collective trust funds - 4,875,935 39,606 - - 48,755 - 4,964,296 Mutual funds 2,253,056 - - 913,314 213,063 - - 3,379,433 Guaranteed investment contracts at contract value - 1,029,008 - - - - - 1,029,008 Interest/dividends receivable - 7,476 - - - - - 7,476 Employer contributions receivable 114,731 305,950 65,561 49,170 10,927 - 30,948 577,287 Cash 87 729 81 12 17 126 - 1,052 ---------- ---------- -------- -------- -------- ------- -------- ----------- Total assets $2,367,874 $6,219,098 $594,240 $962,496 $224,007 $48,881 $821,597 $11,238,193 ========== ========== ======== ======== ======== ======= ======== =========== LIABILITIES AND PLAN EQUITY Accrued expenses $ 6,606 $ 17,618 $ 1,435 $ 2,832 $ 629 $ - $ 2,341 $ 31,461 Pending interfund transfers (3,000) 4,025 1,077 (225) (1,877) - - - Refunds due to active participants 5,403 14,408 3,087 2,316 515 - - 25,729 ---------- ---------- -------- -------- -------- ------- -------- ----------- Total liabilities 9,009 36,051 5,599 4,923 (733) - 2,341 57,190 ========== ========== ======== ======== ======== ======= ======== =========== Plan equity 2,358,865 6,183,047 588,641 957,573 224,740 48,881 819,256 11,181,003 ---------- ---------- -------- -------- -------- ------- -------- ----------- Total liabilities and plan equity $2,367,874 $6,219,098 $594,240 $962,496 $224,007 $48,881 $821,597 $11,238,193 ========== ========== ======== ======== ======== ======= ======== ===========
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, 1994 --------------------------------------------------------------------------------------------- PARTICIPANT DIRECTED --------------------------------------------------------------------------------------------- GROWTH AND GUARANTEED CORPORATE MONEY PURITAN CONTRA INTERMEDIATE SHORT INCOME INVESTMENT STOCK MARKET FUND FUND BOND TERM FUND 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 9,146 1,928 8,486 Mutual funds 1,658,289 - - 122,250 552,072 1,050,796 139,780 - Interest/dividends receivable - - - 572 - - 763 - Employer contributions receivable 39,849 116,569 27,482 2,977 13,283 25,421 3,435 - Cash 30 87 11,738 18 11 6,783 6 82 ---------- ---------- -------- -------- -------- ---------- -------- ------ Total assets $1,698,940 $4,985,405 $517,250 $127,952 $568,417 $1,092,146 $145,912 $8,568 ========== ========== ======== ======== ======== ========== ======== ====== LIABILITIES AND PLAN EQUITY Accrued expenses $ 4,027 $ 11,782 $ 1,166 $ 301 $ 1,342 $ 2,569 $ 347 $ - Refunds due to active participants 6,534 19,114 4,506 488 2,178 4,168 564 - ---------- ---------- -------- -------- -------- ---------- -------- ------ Total liabilities 10,561 30,896 5,672 789 3,520 6,737 911 - ---------- ---------- -------- -------- -------- ---------- -------- ------ Plan equity 1,688,379 4,954,509 511,578 127,163 564,897 1,085,409 145,001 8,568 ---------- ---------- -------- -------- -------- ---------- -------- ------ Total liabilities and plan equity $1,698,940 $4,985,405 $517,250 $127,952 $568,417 $1,092,146 $145,912 $8,568 ========== ========== ======== ======== ======== ========== ======== ====== DECEMBER 31, 1994 ---------------------- NON- PARTICIPANT DIRECTED ----------- CORPORATE STOCK FUND TOTAL ASSETS Investments at fair value: Bird Inc. common stock $655,855 $1,131,104 Bank collective trust funds - 4,897,048 Mutual funds - 3,523,187 Interest/dividends receivable - 1,335 Employer contributions receivable - 229,016 Cash - 18,755 -------- ---------- Total assets $655,855 $9,800,445 ======== ========== LIABILITIES AND PLAN EQUITY Accrued expenses $ 1,611 $ 23,145 Refunds due to active participants - 37,552 -------- ---------- Total liabilities 1,611 60,697 -------- ---------- Plan equity 654,244 9,739,748 -------- ---------- Total liabilities and plan equity $655,855 $9,800,445 ======== ==========
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, 1993 NON- PARTICIPANT DIRECTED PARTICIPANT DIRECTED -------------------------------------------------------------------- --------- GROWTH AND GUARANTEED CORPORATE RETIREMENT MONEY SHORT CORPORATE INCOME INVESTMENT STOCK GROWTH MARKET TERM STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL Investment Income: Interest $ 1,249 $ 292,696 $ 369 $ 608 $ 226 $ - $ 601 $ 295,749 Dividends 95,091 - 7,843 84,305 6,719 - 12,795 206,753 ---------- ---------- --------- -------- --------- ------- ---------- ----------- Total investment income 96,340 292,696 8,212 84,913 6,945 - 13,396 502,502 Administrative expenses (10,333) (34,432) (2,580) (4,379) (1,048) - (4,209) (56,981) ---------- ---------- --------- -------- --------- ------- ---------- ----------- Net appreciation (depreciation) of investments 187,462 56,535 (217,708) 61,685 - - (294,821) (206,847) ---------- ---------- --------- -------- --------- ------- ---------- ----------- Net investment income 273,469 314,799 (212,076) 142,219 5,897 - (285,634) 238,674 Contributions: Employee 308,233 399,817 142,023 201,629 84,852 - - 1,136,554 Employer 114,731 305,950 65,561 49,170 10,927 - 225,001 771,340 ---------- ---------- --------- -------- --------- ------- ---------- ----------- Total contributions 422,964 705,767 207,584 250,799 95,779 - 225,001 1,907,894 ---------- ---------- --------- -------- --------- ------- ---------- ----------- Participant withdrawals (106,819) (406,009) (28,061) (58,844) (19,619) - (45,783) (665,135) ---------- ---------- --------- -------- --------- ------- ---------- ----------- Net increase (decrease) prior to transfers 589,614 614,557 (32,553) 334,174 82,057 - (106,416) 1,481,433 Employee election interfund transfers 304,881 (285,779) 4,436 20,587 (19,642) (24,483) - - ---------- ---------- --------- -------- --------- ------- ---------- ----------- Net increase (decrease) in plan assets 894,495 328,778 (28,117) 354,761 62,415 (24,483) (106,416) 1,481,433 Plan equity beginning of year 1,464,370 5,854,269 616,758 602,812 162,325 73,364 925,672 9,699,570 ---------- ---------- --------- -------- --------- ------- ---------- ----------- Plan equity end of year $2,358,865 $6,183,047 $ 588,641 $957,573 $ 224,740 $48,881 $ 819,256 $11,181,003 ========== ========== ========= ======== ========= ======= ========== ===========
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, 1994 ------------------------------------------------------------------------------------------------- PARTICIPANT DIRECTED ------------------------------------------------------------------------------------------------- GROWTH AND GUARANTEED CORPORATE RETIREMENT MONEY PURITAN CONTRA INCOME INVESTMENT STOCK GROWTH MARKET FUND FUND FUND FUND FUND FUND FUND Investment Income: Interest $ 475 $ 50,147 $ 559 $ 2,850 $ 733 $ 94 $ 477 Dividends 46,656 - - 2,982 5,802 24,779 - ---------- ----------- --------- --------- --------- -------- ---------- Total investment income 47,131 50,147 $559 5,832 6,535 24,873 477 Administrative expenses (10,159) (44,588) (9,060) 2,501 (691) (4,192) (9,596) Net appreciation (depreciation) of investments (3,921) 242,355 10,069 2288 - (25,037) (27,368) ---------- ----------- --------- --------- --------- -------- ---------- Net investment income 33,051 247,914 1,568 10,621 5,844 (4,356) (36,487) Contributions: Employee 188,740 130,483 75,567 (22,897) 31,518 93,294 190,986 Employer 39,849 116,569 27,482 - 2,977 13,283 25,421 ---------- ----------- --------- --------- --------- -------- ---------- Total contributions 228,589 247,052 103,049 (22,897) 34,495 106,577 216,407 ---------- ----------- --------- --------- --------- -------- ---------- Participant withdrawals (590,786) (927,673) (164,551) (25,005) (115,891) (89,938) (519,660) ---------- ----------- --------- --------- --------- -------- ---------- Net increase (decrease) prior to transfers (329,146) (432,707) (59,934) (37,281) (75,552) 12,283 (339,740) Employee election interfund transfers (341,340) (795,831) (17,129) (920,292) (22,025) 552,614 1,425,149 ---------- ----------- --------- --------- --------- -------- ---------- Net increase (decrease) in plan assets (670,486) (1,228,538) (77,063) (957,573) (97,577) 564,897 1,085,409 Plan equity beginning of year 2,358,865 6,183,047 588,641 957573 224,740 - - ---------- ----------- --------- --------- --------- -------- ---------- Plan equity end of year $1,688,379 $ 4,954,509 $ 511,578 - $ 127,163 $564,897 $1,085,409 ========== ========== ========= ========= ========= ======== ==========
FOR THE YEAR ENDED DECEMBER 31, 1994 -------------------------------------------------------- NON- PARTICIPANT DIRECTED PARTICIPANT DIRECTED ------------------------ ----------- INTERMEDIATE SHORT CORPORATE BOND TERM STOCK FUND FUND FUND TOTAL Investment Income: Interest $ 40 $ - $ 772 $ 56,147 Dividends 10,633 - - 90,852 -------- -------- --------- ----------- Total investment income 10,673 - 772 146,999 Administrative expenses (1,084) - (12,511) (89,380) Net appreciation (depreciation) of investments (13,167) - 13,906 199,125 -------- -------- --------- ----------- Net investment income (3,578) - 2,167 256,744 Contributions: Employee 30,032 - - 717,723 Employer 3,435 - 105,546 334,562 -------- -------- --------- ----------- Total contributions 33,467 - 105,546 1,052,285 -------- -------- --------- ----------- Participant withdrawals (44,055) - $(272,725) (2,750,284) -------- -------- --------- ----------- Net increase (decrease) prior to transfers (14,166) - (165,012) (1,441,255) Employee election interfund transfers 159,167 (40,313) - 0 -------- -------- --------- ----------- Net increase (decrease) in plan assets 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 $145,001 $ 8,568 $ 654,244 $ 9,739,748 ======== ======== ========= ===========
The accompanying notes are an integral part of these financial statements. -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. 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. Company base contributions for the years ended December 31, 1994 and 1993 amounted to $229,016 and $450,910, 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 -6- 11 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 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. The total contribution for the year ended December 31, 1993 amounted to $145,332 of which $49,903 was paid in cash by the Company. There were no such contributions made for the year ended December 31, 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, 1994 and 1993 amounted to 10,327 shares of Company stock valued at $105,546 and 19,861 shares valued at $225,001, respectively. Forfeitures from the non-vested portion of terminated participants' account balances for the years ended December 31, 1994 and 1993, in the amount of $19,227 and $42,716, 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. 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, guaranteed investment contracts and shares of Bird Corporation common stock. Closing active market quotations are used to value mutual funds and common stock. Guaranteed investment contracts are valued at contract value (cost plus accrued interest). 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 Trustee expenses are paid by the Plan. The trustee charges each fund for the direct expenses of that fund. All other expenses of the Plan are paid for by the Company. 3. INVESTMENTS The Plan's investments are held by CoreStates Bank, N.A. as trustee under the Trust Agreement for the Plan. Effective January 1, 1994 the Plan offers seven investment options to participants. Prior to January 1, 1994 five investment options were offered. The Company discontinued the Retirement Growth Fund option and added the Puritan, Contra and Intermediate Bond Funds. (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 Short Term Fund is used as a temporary holding account for Plan assets. Effective July 1, 1995 New York Life Trust company will become trustee and the existing investment options will be revised. The trustee executes transactions in accordance with participant elections as to investment fund contributions. -8- 13 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Investments consist of the following:
DECEMBER 31, 1994 1993 Guaranteed investment contracts $ --- $ 1,029,008 Mutual funds 3,523,187 3,379,433 Common stock 1,131,104 1,279,641 Bank collective trust funds 4,897,048 4,964,296 ----------- ----------- $ 9,551,339 $10,652,378 =========== ===========
Investments that represent 5% or more of Plan equity are as follows:
DECEMBER 31, 1994 1993 Fidelity Puritan Portfolio $ 552,072 $ -- Fidelity Contra Portfolio 1,050,796 -- Fidelity Growth and Income Portfolio 1,658,289 2,253,056 Fidelity Retirement Growth Portfolio -- 913,314 Bird Corporation Common Stock 1,131,104 1,279,641 Frank Russell Capital Contract Fund 4,852,762 4,556,535 Provident National Assurance Company of Georgia, 8.87%, Guaranteed Investment Contract #027-04698 -- 685,404
4. PLAN TERMINATION The Company anticipates that the Plan will continue without interruption, but reserves the right to discontinue the Plan. All accounts will be valued as of the termination date and account balances will be distributed in full to participants. -9- 14 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 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, 1993 Plan equity per the financial statements $11,181,003 Amounts allocated to withdrawing participants (355,689) ----------- Plan equity per the Form 5500 $10,825,314 ===========
The following is a reconciliation of participant withdrawals per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31, 1994 1993 Participant withdrawals per the financial statements $ 2,750,284 $ 665,135 Amounts allocated to withdrawing participants at December 31, (355,689) 355,689 -------- ----------- Participant withdrawals per the Form 5500 $ 2,394,595 $ 1,020,824 =========== ===========
Amounts allocated to withdrawing participants are recorded on the From 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. At December 31, 1994 there were participant withdrawals of $652,259 pending processing by the trustee as follows: Growth and Income Fund $234,614 Guaranteed Investment Fund 323.906 Other Funds 93,739 -------- $652,259 ========
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- 15 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 under Section 401 of the Code in a favorable determination letter dated September 22, 1993. A new letter has not 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 $8,938,223 and $10,368,232 was allocated to participant accounts at December 31, 1994 and December 31, 1993, 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). Employee contributions during the periods December 1, 1994 to December 31, 1994 and December l, 1993 to December 31, 1993 were invested in the CoreStates Liquidity Fund, a short term trust fund, presented as the Short Term Fund on the statement of financial condition. Subsequent to year-end, these contributions were allocated to the appropriate investment election accounts as follows:
DECEMBER 31, 1994 1993 Growth and Income Fund $ 1,491 $ 13,198 Guaranteed Investment Fund 4,361 18,086 Corporate Stock Fund 1,028 7,821 Retirement Growth Fund -- 6,843 Money Market Fund 111 2,933 Puritan Fund 497 -- Contra Fund 951 -- Intermediate Bond Fund 129 -- -------- --------- $ 8,568 $ 48,881 ========= =========
-11- 16 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION SCHEDULE I ASSETS HELD FOR INVESTMENT PURPOSES ITEM 27A FORM 5500 DECEMBER 31, 1994 - -------------------------------------------------------------------------------
MATURITY SHARES/ CURRENT DATE UNITS COST VALUE GUARANTEED INVESTMENT FUND CoreStates Liquidity Fund 15,987 $ 15,987 $ 15,987 Frank Russell Capital Contract Fund 327,403 4,588,674 4,852,762 ---------- ---------- Total Investments $4,604,661 $4,868,749 ========== ==========
-12- 17 BIRD EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN ADDITIONAL INFORMATION SCHEDULE I ASSETS HELD FOR INVESTMENT PURPOSES ITEM 27A FORM 5500 DECEMBER 31, 1994 (CONTINUED) - -------------------------------------------------------------------------------
SHARES/ CURRENT UNITS COST VALUE GROWTH & INCOME FUND CoreStates Liquidity Fund 772 772 772 Fidelity Growth and Income Portfolio 78,629 $ 1,525,094 $ 1,658,289 ----------- ----------- $ 1,525,866 $ 1,659,061 ----------- ----------- CORPORATE STOCK FUND CoreStates Liquidity Fund 2,781 2,781 2,781 Bird Corporation Common Stock 132,092 1,476,124 1,131,104 ----------- ----------- 1,478,905 1,133,885 ----------- ----------- SHORT TERM TRUST FUND CoreStates Liquidity Fund 8,486 8,486 8,486 ----------- ----------- MONEY MARKET FUND CoreStates Liquidity Fund 2,135 2,135 2,135 Fidelity Money Market Retirement Government Portfolio 122,250 122,250 122,250 ----------- ----------- 124,385 124,385 ----------- ----------- PURITAN FUND CoreStates Liquidity Fund 3,051 3,051 3,051 Fidelity Puritan Fund 37,277 598,884 552,072 ----------- ----------- 601,935 555,123 ----------- ----------- CONTRA FUND CoreStates Liquidity Fund 9,146 9,146 9,146 Fidelity Contra Fund 34,703 1,076,772 1,050,796 ----------- ----------- 1,085,918 1,059,942 ----------- ----------- INTERMEDIATE BOND FUND CoreStates Liquidity Fund 1,928 1,928 1,928 Fidelity Intermediate Bond Fund 14,220 151,402 139,780 ----------- ----------- 153,330 141,708 ----------- ----------- Total Investments $ 9,583,486 $ 9,551,339 =========== ===========
-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, 1994 - -------------------------------------------------------------------------------
NUMBER NET OF PURCHASE SELLING LEASE EXPENSE COST OF CURRENT GAIN/ DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE RENTAL INCURRED ASSET VALUE (LOSS) Bird Corporation Common Stock 4 $ 132,700 $ 367,881 - - $ 433,278 $ 500,581 $(65,397) Fidelity Growth & Income Portfolio 40 $ 284,144 $ 784,446 - - $ 685,821 $ 1,068,590 $ 98,625 Frank Russell Capital Contract Fund 12 $ 334 $1,049,991 - - $1,024,361 $ 1,050,325 $ 25,630 Provident National Assurance Company of Georgia 8% Contract #027-04698 1 - $ 715,073 - - $ 715,073 $ 715,073 - Fidelity Retirement Growth Portfolio 3 - $ 918,585 - - $ 876,142 $ 918,585 $ 42,443 CoreStates Liquidity Fund 527 $6,885,252 $7,248,397 - - $7,248,397 $14,133,649 - CoreStates Liquidity Fund 1 - $ 789,416 - - $ 789,416 $ 789,416 - CoreStates Liquidity Fund 1 - $1,009,419 - - $1,009,419 $ 1,009,419 - CoreStates Liquidity Fund 1 $ 720,086 - - - - $ 720,086 - Fidelity Puritan Fund 25 $ 646,288 $ 49,249 - - $ 50,477 $ 695,537 $ (1,228) Fidelity Contra Fund 29 $1,434,882 $ 350,525 - - $ 358,109 $ 1,785,407 $ (7,584)
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