<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-9
(RULE 14D-101)
AMENDMENT NO. 2 TO
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
BRUNSWICK TECHNOLOGIES, INC.
(NAME OF SUBJECT COMPANY)
BRUNSWICK TECHNOLOGIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
117394 10 6
(CUSIP NUMBER OF COMMON STOCK)
MARTIN S. GRIMNES
CHIEF EXECUTIVE OFFICER
BRUNSWICK TECHNOLOGIES, INC.
43 BIBBER PARKWAY
BRUNSWICK, ME 04011
(207) 729-7792
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
------------------------
WITH A COPY TO:
Robert A. Trevisani, Esquire
Gadsby Hannah LLP
225 Franklin Street
Boston, MA 02110
(617) 345-7000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
Brunswick Technologies, Inc., a Maine corporation (the "Company" hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9 dated May 3, 2000 (as amended, the "Schedule 14D-9") relating to the
tender offer by VA Acquisition Corporation, (the "Purchaser") and a wholly-owned
subsidiary of CertainTeed Corporation, a Delaware Corporation (the "Parent")
both of which are indirect wholly owned subsidiaries of Compagnie de
Saint-Gobain, a French corporation, to purchase outstanding shares of common
stock, par value $.0001 per share (the "Shares"), of the Company at a price of
$8.00 per share, net to the sellers in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 20, 2000 and in the
related Letter of Transmittal as disclosed in the Tender Offer Statement on
Schedule 14D-1 dated April 20, 2000, as amended by Amendments No. 1 through 9 to
Schedule 14D-1 dated April 24, 2000, April 26, 2000, April 28, 2000, May 2,
2000, May 2, 2000, May 3, 2000, May 4, 2000, May 5, 2000 and May 8, 2000,
respectively. All capitalized terms shall have the meanings assigned to them in
the Schedule 14D-9, as amended to date, unless otherwise indicated herein.
Item 8 is hereby amended by the addition of the following:
On May 8, 2000, the Company issued a press release including a letter
addressed to George B. Amoss, Vice President at Parent.
A copy of the press release issued by the Company is filed as Exhibit 11 to
the Schedule 14D-9 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended by addition of the following:
Exhibit 11 Press Release, dated May 8, 2000 issued by Brunswick
Technologies, Inc.
2
<PAGE> 3
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.
BRUNSWICK TECHNOLOGIES, INC.
By: /s/ MARTIN S. GRIMNES
------------------------------------
Name: Martin S. Grimnes
Title: Chief Executive Officer
Dated: May 9, 2000
3
<PAGE> 4
EXHIBIT INDEX
Exhibit 1. Part I, Item 1: "Business -- Supply," of the Company's
Annual Report on Form 10-K for the year ended December 31,
1999 (previously filed with the Commission on March 30, 2000
and hereby incorporated by reference).
Exhibit 2. Definitive Proxy Statement of the Company dated April 17,
2000 (previously filed with the Commission on April 17, 2000
and hereby incorporated by reference), as supplemented by
Definitive Additional Materials dated April 25, 2000
(previously filed with the Commission on April 25, 2000 and
hereby incorporated by reference) and as supplemented by
Definitive Additional Materials dated April 28, 2000
(previously filed with the Commission on April 28, 2000 and
hereby incorporated by reference).
*Exhibit 3. Form of Employment Agreement with certain executive officers
of the Company.
*Exhibit 4. Complaint filed by the Company on April 26, 2000.
*Exhibit 5. Letter to Stockholders, dated May 3, 2000.
*Exhibit 6. Press Release issued by the Company on May 3, 2000.
*Exhibit 7. Opinion of McDonald Investments dated May 3, 2000 (contained
as Annex A to this Schedule 14D-9 and hereby incorporated by
reference).
*Exhibit 8. Letter of the Company to Saint-Gobain dated April 17, 2000.
*Exhibit 9. Press Release, dated May 5, 2000 issued by Brunswick
Technologies, Inc.
*Exhibit 10. Letter of Brunswick Technologies, Inc., dated May 5, 2000.
Exhibit 11. Press Release of Brunswick Technologies, Inc., dated May 8, 2000.
- ----------
* Previously filed.
<PAGE> 1
EXHIBIT 11
May 8, 2000
BRUNSWICK TECHNOLOGIES SENDS LETTER TO CERTAINTEED CORPORATION
BRUNSWICK, ME, May 8, 2000 - Brunswick Technologies, Inc. (Nasdaq: BTIC)
("BTI"), a leading manufacturer and innovative developer of composite
reinforcements, today sent the following letter to George B. Amoss, Vice
President at CertainTeed Corporation, a wholly-owned subsidiary of
Compagnie de Saint-Gobain, in response to a letter received by BTI's Board
of Directors:
May 8, 2000
Dear George,
We are, quite frankly, perplexed by your company's unsigned, open letter
delivered today to the BTI Board of Directors and issued in the form of a
press release. You are well aware that you have had an open invitation to
come in and meet with BTI's Board of Directors since May 3, when the BTI
Board made it clear that your unsolicited offer to acquire BTI was
inadequate and that it would explore all options to enhance shareholder
value. That effort has included the establishment of a committee of
independent directors to oversee the process and the retention of an
outside financial advisor, McDonald Investments.
If you are indeed serious about the commitment you claim to have to the
best interests of our company, our employees and our communities, we would
expect you to accept our invitation to meet with us and demonstrate that
commitment in concrete terms, as opposed to making empty promises by press
releases.
In regards to the specifics of today's letter, we are pleased that you
claim to be committed to growing BTI's operations and we would like to
review the specifics of your plan, both with respect to our Brunswick,
Maine facility and our other operations in the U.S. and overseas. We are
encouraged by your suggestion that you will honor all existing customer and
raw materials supply agreements; however, you can understand why we would
have doubts considering your affiliate, Vetrotex, raised raw material
prices and cut our supply at the end of 1999. And, while we appreciate your
suggestion that you know the value of our employees, we do not then
understand why you are trying so desperately to derail an incentive plan
designed to benefit all BTI employees. Your opposition to this plan rings
especially hollow when you consider that David Sharpe, a Vetrotex senior
executive, who until recently served as a member of BTI's Board and
Chairman of the Compensation Committee, approved the original plan in 1997
and has approved all options granted within the last two years.
With or without your willing participation, we will continue to
aggressively explore strategic alternatives to enhance value for all BTI
shareholders in a timely manner. If you wish to participate in this orderly
and fair process, we suggest you contact us immediately.
Sincerely,
Martin S. Grimnes
Examples of products manufactured with BTI engineered reinforcements
include: ballistic armor, boats, snowboards, railcars, truck panels, wind
blades, airframe structures, automotive parts, marine pilings, bridges, and
<PAGE> 2
offshore oil and gas production equipment. BTI has manufacturing facilities
in the Maine, Texas and the UK.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995 Matters discussed in this news release, including any discussion of or
impact, expressed or implied, on the Company's anticipated revenue growth,
operating results and future earnings per share contain forward-looking
statements (identified by the words "expect", "estimate", "project",
"plans", "believe", and similar expressions) that involve known and unknown
risks and uncertainties. For these statements the company claims the
protection of the safe harbor of the private Securities Litigation Reform
Act of 1995. The company's results may differ significantly from the
results indicated by such forward-looking statements. The Company's future
results are dependent upon general economic conditions, the availability of
supplies of fiberglass, the ability to expand new and existing markets,
competition from competing product lines from both fiberglass and
non-fiberglass suppliers, the ability to manage growth in inventory, the
stability of its customers' capital spending plans and the ability of the
company to obtain necessary capital from time to time. These and other
risks are detailed from time to time in the Company's SEC reports,
including Form 10K for the year ended December 31, 1999.
- ------------------------------------------------------
This service provided by Shareholder Direct.
Additional Information: http://investor.brunswicktech.com
