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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. 7)
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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
________________________________________________________________________________
________________________________________________________________________________
$40,735,280 $8,147
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* Based on the offer to purchase, all of the outstanding shares of common
stock of Brunswick Technologies, Inc. at a purchase price of $8.00 cash per
share, 5,230,830 shares issued and outstanding as of March 15, 2000, less
713,746 shares owned by an affiliate of Offeror, and outstanding options with
respect to 574,826 shares as of December 31, 1999 with an exercise price of
$10.00 or less per share, in each case as reported in Brunswick Technologies,
Inc.'s Annual Report on Form 10-K for the calendar year ended December 31, 1999.
[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
Form or Registration No.: Schedule TO
Filing Party: VA Acquisition Corporation, CertainTeed Corporation
Date Filed: April 20, 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: [ ]
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This Amendment No. 7 (this "Amendment") 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 and by Amendment No. 6
thereto filed with the Commission on April 24, 2000, April 26, 2000, April 28,
2000, May 2, 2000, May 2, 2000 and May 3, 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 $8.00 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"), and in
the related Letter of Transmittal, copies of which are attached as Exhibits
(a)(1) and (a)(2), 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 and in the Schedule TO.
This Amendment No. 7 to Schedule TO also constitutes Amendment No. 7 to the
statement on Schedule 13D of Parent, Saint-Gobain and Vetrotex, filed on
February 18, 1997.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include
the following information:
Following a hearing held on May 1, 2000, on May 2, 2000 the Court issued an
order and opinion in the litigation described in Amendment No. 3 to the
Schedule TO denying BTI's requests for a temporary restraining order and
preliminary injunction.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include
the following information:
(a)(14) Text of newspaper advertisement issued by CertainTeed,
and published on May 4, 2000 in the Portland Press Herald and Brunswick Times
Record.
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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: May 4, 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.
(d) None.
(g) None.
(h) Not applicable.
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* Previously filed as exhibits to Schedule TO.
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A Message to
Brunswick Technologies'
Employees and Neighbors
[CertainTeed Logo]
As a committed investor in Brunswick Technologies, Inc. since 1993, we are
familiar with BTI, its employees, and the community in which the Company is
headquartered.
We would like you to know why we are convinced that the combination of BTI with
CertainTeed makes good sense, not only for BTI's shareholders, but for its
employees and Maine.
This combination is all about growth.
For BTI employees, the BTI/CertainTeed combination offers more opportunities in
an organization with far greater scale and resources. BTI employees will benefit
from becoming a member of a well managed and diversified company, committed to
growth and better able to withstand the ups and downs of the global economy.
BTI has skilled employees, cutting-edge technology, and top-quality products.
Yet its performance has not measured up to its potential in recent years. We
believe that, working together, we can dramatically improve BTI's performance -
good news for BTI employees and the Maine economy.
Together with CertainTeed and Saint-Gobain,
BTI will be an even more dynamic neighbor.
The close association of a fiber glass producer and a technical fabrics
manufacturer will optimize and accelerate the development of new products and
new product applications. And because CertainTeed's parent company, Saint-
Gobain, has a strong fiber glass reinforcements business all over the world,
BTI's products will have efficient access to new markets.
Saint-Gobain is a world-respected company, responsible for 30,000 jobs in its
U.S. companies alone. Saint-Gobain has a track record of investing in its
corporate partners for the long haul and keeping them local.
We are committed to maintaining BTI's operations in Brunswick.
We are a dependable business partner with a long history of community
involvement. Through our CertainTeed Foundation, we make direct contributions to
the communities in which we operate and we match employees' gifts to their
favorite charitable and educational organizations. We look forward to continuing
these practices in Maine.
We welcome the opportunity to sit down with BTI's management to discuss this
transaction in order to ensure that we retain BTI's most valuable resource - its
employees.
