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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 21)
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BRUNSWICK TECHNOLOGIES, INC.
(Name of Subject Company)
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VA ACQUISITION CORPORATION
CERTAINTEED CORPORATION
Indirect wholly owned subsidiaries of
COMPAGNIE DE SAINT-GOBAIN
(Name of Filing Person--Offeror)
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COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
117394 10 6
(CUSIP Number of Class of Securities)
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JOHN R. MESHER
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
CERTAINTEED CORPORATION
750 E. SWEDESFORD ROAD
VALLEY FORGE, PENNSYLVANIA 19482
TELEPHONE: (610) 341-7108
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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COPY TO:
PETER O. CLAUSS, ESQ.
PEPPER HAMILTON LLP
3000 TWO LOGAN SQUARE
EIGHTEENTH AND ARCH STREETS
PHILADELPHIA, PENNSYLVANIA 19103-2799
TELEPHONE: (215)981-4541
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CALCULATION OF FILING FEE
________________________________________________________________________________
TRANSACTION VALUATION* AMOUNT OF FILING FEE
________________________________________________________________________________
________________________________________________________________________________
$44,623,224 $8,925
________________________________________________________________________________
* Based on the offer to purchase, all of the outstanding shares of common
stock of Brunswick Technologies, Inc. at a purchase price of $8.50 cash per
share, 5,234,415 shares issued and outstanding as of June 9, 2000, less 713,746
shares owned by an affiliate of Offeror, and outstanding "in the money" options
with respect to 729,122 shares as of June 9, 2000 with an exercise price of
$8.50 or less per share, in each case as represented by Brunswick Technologies,
Inc. in the Merger Agreement dated as of June 12, 2000.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $8,147 and $778
Form or Registration No.: Schedule TO and Amendment No. 18 thereto.
Filing Party: VA Acquisition Corporation and CertainTeed Corporation
Date Filed: April 20, 2000 and June 15, 2000.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[x] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
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This Amendment No. 21 (this "Amendment"), which is the final amendment to the
Tender Offer Statement on Schedule TO, amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on
April 20, 2000, as amended by Amendment No. 1, by Amendment No. 2, by Amendment
No. 3, by Amendment No. 4, by Amendment No. 5, by Amendment No. 6, by Amendment
No. 7, by Amendment No. 8, by Amendment No. 9, by Amendment No. 10, by Amendment
No. 11, by Amendment No. 12, by Amendment No. 13, by Amendment No. 14, by
Amendment No. 15, by Amendment No. 16, by Amendment No. 17, by Amendment No. 18,
by Amendment No. 19, and by Amendment No. 20 thereto filed with the Commission
on April 24, 2000, April 26, 2000, April 28, 2000, May 2, 2000, May 2, 2000, May
3, 2000, May 4, 2000, May 5, 2000, May 8, 2000, May 11, 2000, May 15, 2000, May
16, 2000, May 17, 2000, May 25, 2000, May 30, 2000, May 31, 2000, June 13, 2000,
June 15, 2000, June 26, 2000 and June 30, 2000, respectively (collectively, the
"Schedule TO") by CertainTeed Corporation, a Delaware corporation ("CertainTeed"
or the "Parent"), and VA Acquisition Corporation, a Maine corporation and an
indirect wholly owned subsidiary of CertainTeed (the "Purchaser"), both of which
are indirect wholly owned subsidiaries of Compagnie de Saint-Gobain. The
Schedule TO relates to the offer by the Purchaser to purchase all outstanding
shares of common stock, par value $0.0001 per share, including the associated
rights to purchase preferred stock (the "Shares"), of Brunswick Technologies,
Inc., a Maine corporation ("BTI" or the "Company"), at $8.50 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated April 20, 2000 (the "Offer to Purchase"), as
amended and supplemented by the Supplement thereto, dated June 15, 2000 (the
"Supplement"), and in the related Letters of Transmittal, (which, as amended or
supplemented from time to time, together constitute the "Improved Offer"),
copies of which are attached as Exhibits (a)(1), (a)(2), (a)(24) and (a)(25),
respectively, to the Schedule TO. Capitalized terms used and not defined herein
shall have the meanings ascribed to such terms in the Offer to Purchase, the
Supplement and in the Schedule TO. On June 15, 2000, CertainTeed and Purchaser
disseminated the Supplement and the related revised form of Letter of
Transmittal relating to the Improved Offer. The Schedule TO, the Offer to
Purchase and the Letter of Transmittal are amended and supplemented by such
documents, which have been filed as exhibits hereto and incorporated herein by
reference.
This Amendment No. 21 to Schedule TO also constitutes Amendment No. 21 to the
statement on Schedule 13D of Parent, Saint-Gobain and Vetrotex, filed on
February 18, 1997.
ITEMS 1, 4 AND 11.
Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented to
include the following information:
On July 17, 2000, CertainTeed and its indirect wholly owned subsidiary, VA
Acquisition Corporation, announced the completion of the subsequent offering
period of their Improved Offer for Shares of BTI at $8.50 per Share, net to the
seller in cash. The Improved Offer expired at 12:00 midnight, New York City
time, on Friday, July 14, 2000, at which time approximately 4,197,760 Shares
were validly tendered, including guaranteed deliveries. These Shares, together
with the 713,746 Shares previously owned by VA Acquisition Corporation's
affiliate, Vetrotex CertainTeed Corporation, and subsequently transferred to VA
Acquisition Corporation, represent approximately 94% of the outstanding Shares.
CertainTeed and VA Acquisition Corporation have accepted for payment all validly
tendered shares, and payment for the accepted shares has been, or will be, made
promptly through ChaseMellon Shareholder Services, L.L.C., the depository for
the Improved Offer.
CertainTeed, VA Acquisition Corporation and BTI will now promptly proceed
with their previously announced merger pursuant to which all remaining BTI
Shares will be cancelled and converted into the right to receive $8.50 in cash.
The two exceptions to this are that (i) no consideration will be paid for Shares
owned by VA Acquisition Corporation or any affiliated corporation and (ii)
shareholders who perfect dissenters' rights will instead receive payment
pursuant to that process.
On June 28, 2000, one nominee of CertainTeed was appointed to the BTI Board
of Directors, and following the resignation of the other BTI directors, he
appointed other nominees of CertainTeed to fill that Board, effective on July 3,
2000. On July 6, 2000, BTI filed a Form 15 with the Securities and Exchange
Commission terminating the registration of BTI's Securities under Section 12(g)
of the Exchange Act, and on the same date caused its common stock to be
delisted from trading on The Nasdaq Stock Market. The litigation instituted by
BTI against CertainTeed and/or certain of its affiliates during the course of
its tender offer has been settled and dismissed. The special shareholders'
meeting originally called for June 16, 2000, and variously adjourned until June
30 and July 10, 2000, was held on July 10, 2000, at which meeting Vetrotex
CertainTeed and its affiliates abstained from voting any Shares held by them or
under proxy because the proposals on the agenda had been mooted by completion of
the initial tender offering period and the appointment of the CertainTeed
nominees to the BTI Board of Directors.
ITEM 12.
Item 12 of the Schedule TO is hereby amended and supplemented to include
the following Exhibit:
(a)(32) Text of press release issued by CertainTeed, dated July 17, 2000.
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SIGNATURE
After due 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.
Dated: July 17, 2000
VA Acquisition Corporation
By: /s/ John R. Mesher
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John R. Mesher
Vice President and Secretary
CertainTeed Corporation
By: /s/ John R. Mesher
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John R. Mesher
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
(a)(1) Offer to Purchase, dated April 20, 2000.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Form of summary advertisement, dated April 20, 2000.*
(a)(8) Text of press release issued by CertainTeed, dated April 20, 2000.*
(a)(9) Text of press release issued by CertainTeed, dated April 24, 2000.*
(a)(10) Text of press release issued by CertainTeed, dated April 26, 2000.*
(a)(11) Text of letter to shareholders of Brunswick Technologies, Inc. dated May
2, 2000.*
(a)(12) Text of press release issued by CertainTeed, dated May 2, 2000.*
(a)(13) Text of press release issued by CertainTeed, dated May 3, 2000.*
(a)(14) Text of newspaper advertisement issued by CertainTeed and published on
May 4, 2000 in the Portland Press Herald and Brunswick Times Record.*
(a)(15) Text of press release and open letter to the directors of Brunswick
Technologies, Inc. issued by CertainTeed, dated May 8, 2000.*
(a)(16) Text of press release issued by CertainTeed, dated May 11, 2000.*
(a)(17) Text of definitive additional proxy materials dated May 12, 2000 and
sent by Vetrotex CertainTeed Corporation, a shareholder of Brunswick
Technologies, Inc. and an affiliate of CertainTeed.*
(a)(18) Text of press release issued by CertainTeed, dated May 16, 2000.*
(a)(19) Copy of Vetrotex Answer and Counterclaims filed on May 26, 2000, in
response to the BTI Complaint filed on May 23, 2000.*
(a)(20) Copy of Vetrotex Motion for Declaratory Judgment and Preliminary
Injunction filed on May 26, 2000.*
(a)(21) Copy of Vetrotex letter of May 26, 2000 to directors of BTI.*
(a)(22) Copy of Vetrotex letter of May 31, 2000 to shareholders of BTI.*
(a)(23) Copy of Joint Press Release of CertainTeed and Brunswick Technologies
dated June 13, 2000.*
(a)(24) Supplement to the Offer to Purchase, dated June 15, 2000.*
(a)(25) Revised Form of Letter of Transmittal, dated June 15, 2000.*
(a)(26) Joint Letter of CertainTeed and Brunswick Technologies, Inc. dated
June 15, 2000.*
(a)(27) Agreement and Plan of Merger dated as of June 12, 2000 among Brunswick
Technologies, Inc., CertainTeed Corporation and VA Acquisition
Corporation.*
(a)(28) Form of Shareholder Agreement between a BTI Shareholder and VA
Acquisition Corporation.*
(a)(29) Form of Non-Complete Agreement between a BTI Executive and BTI.*
(a)(30) First Amendment to Employment Agreement dated as of June 12, 2000
between Brunswick Technologies, Inc. and Martin S. Grimnes.*
(a)(31) Text of press release issued by CertainTeed, dated June 30, 2000.*
(a)(32) Text of press release issued by CertainTeed, dated July 17, 2000.
(d) None.
(g) None.
(h) Not applicable.
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* Previously filed as exhibits to Schedule TO.
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