<PAGE>
PRELIMINARY COPY -- SUBJECT TO COMPLETION
-----------------------------------
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
BRUNSWICK TECHNOLOGIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VETROTEX CERTAINTEED CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11:
1) Title of each class of securities to which transaction applies:
...............................................................
2) Aggregate number of securities to which transaction applies:
...............................................................
3) Per unit price or other underlying transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
...............................................................
4) Proposed maximum aggregate value of transaction:
...............................................................
5) Total fee paid:
...............................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
...............................................................
2) Form, Schedule or Registration Statement No.:
...............................................................
3) Filing Party:
...............................................................
4) Date Filed:
...............................................................
<PAGE>
PRELIMINARY COPY SUBJECT TO COMPLETION
Vetrotex CertainTeed Corporation
750 E. Swedesford Road
Valley Forge, PA 19482
May __, 2000
TO: ALL SHAREHOLDERS OF BRUNSWICK TECHNOLOGIES, INC.
Dear Fellow BTI Shareholder:
I am writing to ask for your support of a pending offer by our affiliate,
CertainTeed Corporation, to purchase all outstanding shares of common stock of
Brunswick Technologies, Inc. (BTI) not already owned by Vetrotex, for $8.00 net
per share in cash. Since the end of March, representatives of CertainTeed's
ultimate parent company, Compagnie de Saint-Gobain, have been trying to meet
with BTI's Board of Directors to discuss a proposed business combination on a
negotiated basis. Until recently, the BTI Board has found various reasons to
avoid discussing this proposal on any meaningful basis. Instead, the BTI Board
has taken a number of steps to delay or block CertainTeed's $8.00 offer:
* On April 16, 2000, the BTI Board adopted a "poison pill" that can make
it prohibitively expensive for CertainTeed to complete its purchase of
BTI shares.
* On the same day, the BTI Board granted "golden parachute" contracts to
six top executives, under which they could receive more than $2
million of extraordinary payments (in addition to the large profits
they would recognize from their stock options) if the CertainTeed
offer succeeds.
* The BTI Board repeatedly tried to get special emergency legislation
passed in Maine to stall this meeting; however, these efforts
ultimately failed.
* The BTI Board sued to delay the CertainTeed offer, but was ultimately
unsuccessful.
BTI already had the benefit of two other provisions available under Maine
law to deter unsolicited offers. One is a so-called "Advance Notice Bylaw" which
prevents us from nominating candidates for election to BTI's Board of Directors
at the Annual Meeting. The other is Section 611-A of the Maine Business
Corporation Act, which may prevent timely consummation of the proposed merger
discussed in the enclosed Proxy Statement without the prior approval of the BTI
Board of Directors.
Just recently, the advisors of the parties have been in contact regarding
a possible meeting and the possible exchange of information.
Vetrotex, a subsidiary of CertainTeed, has been a loyal shareholder of BTI
for more than 6 1/2 years. CertainTeed's proposal to acquire BTI on a friendly
and negotiated basis was motivated by concern over the poor performance of BTI's
stock over the past two years and by a belief that greater resources and support
could help BTI become a stronger company.
<PAGE>
When the BTI Board responded to CertainTeed's proposal by adopting a poison
pill, it was already too late for shareholders to propose candidates for
election at the May 16 Annual Meeting of Shareholders. BTI's Advance Notice
Bylaw prohibits anyone except the Board from nominating candidates for the
Annual Meeting, unless the Board had received advance notice of the nominations
by March 19.
We therefore called this Special Meeting so that BTI shareholders would
have an opportunity to decide whether to give the BTI Board their continued
support. The Special Meeting will take place on Friday, June 16, 2000, at 10:00
a.m., at the Holiday Inn by the Bay, 88 Spring Street, Portland, Maine 04101. We
hope that between now and then, the BTI Board will act in the best interests of
BTI shareholders, rather than by continuing to protect its senior executives and
seeking to block CertainTeed's offer by any means available.
At the Special Meeting, we will offer three proposals. PROPOSAL 1 is to
amend BTI's articles of incorporation to allow shareholders to remove directors
with approval of a majority of the outstanding shares. Currently, it takes two-
thirds approval to remove directors. PROPOSAL 2 is to remove the entire BTI
Board from office, so that shareholders can elect new directors. This removal
vote will be submitted regardless of whether the shareholders decide to amend
the articles of incorporation under Proposal 1.
If the BTI shareholders vote at the Special Meeting to remove the current
directors, shareholders will then have an opportunity to propose and elect
candidates to fill the resulting vacancies on the BTI Board (PROPOSAL 3). We
are proposing a slate of seven nominees and hope that you will support them.
We believe that CertainTeed's $8.00 net per share cash tender offer is very
good news for BTI's shareholders. We ask that you read the enclosed Proxy
Statement carefully, and that you fill out and sign the enclosed GREEN Proxy
Card as soon as possible and mail it in the envelope provided.
If you have any questions or need assistance in voting your shares, please
call our proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-888-750-
5834.
Thank you for your support.
Sincerely,
VETROTEX CERTAINTEED CORPORATION
By:
-------------------------------------
George B. Amoss
Vice President
<PAGE>
PRELIMINARY COPY SUBJECT TO COMPLETION, DATED MAY 12, 2000
BRUNSWICK TECHNOLOGIES, INC.
43 Bibber Parkway, Brunswick, ME 04011
SPECIAL MEETING OF SHAREHOLDERS
June 16, 2000
PROXY STATEMENT OF
VETROTEX CERTAINTEED CORPORATION
FOR
AMENDMENT OF THE BTI ARTICLES OF INCORPORATION,
REMOVAL OF THE CURRENT BTI BOARD AND
ELECTION OF NEW BTI DIRECTORS
A Special Meeting of Shareholders of Brunswick Technologies, Inc. ("BTI" or
the "Company") will be held on Friday, June 16, 2000 at 10:00 a.m., at the
Holiday Inn by the Bay, 88 Spring Street, Portland, Maine 04101. All BTI
shareholders are urged to participate in this Special Meeting, either by
attending in person or by mailing in votes by proxy. The mailing address of the
principal executive offices of BTI is: Brunswick Technologies, Inc., 43 Bibber
Parkway, Brunswick, ME 04011.
This Proxy Statement and the accompanying GREEN Proxy Card are being
furnished by Vetrotex CertainTeed Corporation ("Vetrotex") to the holders of
outstanding shares of BTI common stock, par value $0.0001 per share ("Common
Stock"), in connection with the solicitation of proxies by Vetrotex. Vetrotex
called this Special Meeting so that BTI shareholders could consider the
following three proposals:
PROPOSAL 1: To amend the Articles of Incorporation to change the vote
required to remove directors.
PROPOSAL 2: Regardless of whether such amendment is approved by the
shareholders, to remove the entire Board of Directors.
PROPOSAL 3: To elect new directors to fill any resulting vacancies in the
Board.
To be approved, Proposal 1 will require the affirmative vote of a majority of
the outstanding shares of Common Stock. If Proposal 1 is approved and goes into
effect, then Proposal 2 will require the affirmative vote of a majority of the
outstanding shares. Otherwise, Proposal 2 will require the affirmative vote of
two-thirds of the outstanding shares. In the case of either Proposal 1 or
Proposal 2, abstentions and broker non-votes will have the same effect as a vote
against the proposal. Proposal 3 will be voted upon only if Proposal 2 is
adopted, in which case those seven candidates receiving the greatest number of
votes cast at the meeting shall be deemed elected. Broker non-votes and
abstentions will not affect the election of directors.
We are nominating a slate of candidates whom we hope BTI shareholders will
support in that election.
<PAGE>
The record date for determining shareholders entitled to vote at the Special
Meeting (and any adjournment) is May 2, 2000. All shareholders of record as of
the close of business on that day will be entitled to cast one vote per share.
According to a recent shareholder list obtained by Vetrotex from BTI, there were
5,234,415 shares of Common Stock issued and outstanding as of the record date.
The presence at the Special Meeting, either in person or by proxy, of the
holders of more than one-half of the outstanding shares is required for a
quorum.
This Proxy Statement and the enclosed GREEN Proxy Card are first being mailed
to shareholders on or about May ___, 2000.
IF YOU HOLD BTI SHARE CERTIFICATES IN YOUR OWN NAME AND WANT TO SUPPORT THE
PENDING $8.00 OFFER FOR YOUR BTI SHARES, WE URGE YOU TO FILL OUT THE GREEN PROXY
CARD, SIGN AND DATE THE CARD, AND MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE
PROVIDED.
IF YOU HOLD YOUR BTI SHARES THROUGH A BROKER OR A BANK (I.E., IN "STREET
NAME"), ONLY YOUR BROKER OR BANK CAN VOTE YOUR SHARES. PLEASE CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT HIM OR HER TO VOTE A GREEN PROXY CARD
ON YOUR BEHALF -- AND IN FAVOR OF OUR PROPOSALS AND NOMINEES -- TODAY.
THE CERTAINTEED OFFER
Vetrotex has been a shareholder of BTI since August 1993. Vetrotex's
immediate parent is CertainTeed Corporation ("CertainTeed"), which has its
headquarters in Valley Forge, Pennsylvania and is a leading producer of building
materials in the United States. Vetrotex's and CertainTeed's ultimate parent is
Compagnie de Saint-Gobain ("Saint-Gobain"), which has its headquarters in Paris,
France and is one of Europe's oldest corporations. Saint-Gobain is a leading
producer of flat glass, containers, reinforcements, insulation, pipe, building
materials, abrasives and industrial ceramics. The company employs approximately
165,000 people in more than 600 companies in 45 countries worldwide. With annual
sales of $24.5 billion, Saint-Gobain ranks among the top 100 industrial
companies in the world.
As a follow-up to discussions that first began in October 1999,
representatives of Saint-Gobain made arrangements to meet with BTI's Chairman,
its President and one outside director on March 30, 2000 to discuss a closer
strategic relationship between Saint-Gobain and BTI. At that meeting, Saint-
Gobain also asked BTI whether it might be interested in having CertainTeed
acquire BTI through a friendly and negotiated transaction. A series of meetings,
letters and telephone calls ensued over the next two weeks. Each time, BTI
representatives declined to commence negotiations, stating that the BTI Board
needed more time. On Monday, April 10, Saint-Gobain informed BTI that if
meaningful negotiations could not begin shortly, it would consider other
options, including the possibility of taking a proposal directly to BTI
shareholders. On Wednesday, April 12, BTI informed Saint-Gobain that the BTI
Board had appointed a committee to evaluate and respond to Saint-Gobain's
proposal, and that the committee would need two weeks to gather information from
its advisors. Over the next two days, lawyers for Saint-Gobain had several
contacts with BTI's lawyers in order to determine if meaningful negotiations
could commence in the meantime.
On Friday, April 14, Vetrotex, CertainTeed and Saint-Gobain amended their
Schedule 13D with the Securities and Exchange Commission (the "SEC") to state
that CertainTeed was in the process of evaluating alternatives with regard to
its ownership of BTI stock, including taking a proposal directly to the BTI
shareholders. The amendment was filed
<PAGE>
after a lawyer for BTI informed a lawyer for Saint-Gobain that the BTI Board
committee had reconfirmed that it would not be prepared to commence any
meaningful negotiations with Saint-Gobain for the next two weeks.
Over the weekend of April 15 and 16, Saint-Gobain and CertainTeed determined
that such a delay was not acceptable, and decided to proceed with a tender
offer.
Early on Monday, April 17, CertainTeed publicly announced its intention to
conduct a tender offer at $8.00 per share. Within several minutes, BTI publicly
announced that its Board had adopted a shareholder rights plan (commonly known
as a "poison pill") over the weekend.
That same day, we decided to call for a Special Meeting of Shareholders.
Under BTI's bylaws, any holders of at least 10% of the outstanding stock may ask
the Company to call such a meeting. We own approximately 14% of BTI's shares
and, therefore, were in a position to do so as a matter of right. Our decision
to call the Special Meeting was based in part on the fact that it was already
too late to propose a different slate of directors for election at the 2000
Annual Meeting on May 16. Under BTI's bylaws, only the Board can propose
candidates for election at the Annual Meeting, unless the Board had received
notice by March 19 of a shareholder's intention to nominate other
candidates.
On April 20, 2000, CertainTeed commenced its tender offer (the "CertainTeed
Offer"). CertainTeed (through its affiliates) is offering to buy all outstanding
BTI Common Stock not already owned by Vetrotex, together with any associated
stock purchase rights under the poison pill ("Rights"), for $8.00 per share in
cash. That offer is subject to certain conditions, including the following: (i)
there having been validly tendered and not withdrawn prior to 12:00 midnight,
New York City time, on Thursday, May 18, 2000 (unless the CertainTeed Offer is
extended), that number of shares of BTI Common Stock which, together with the
shares of BTI Common Stock then owned by CertainTeed and its affiliates, would
represent at least a majority of the total number of outstanding shares of BTI
Common Stock on a fully diluted basis (including the exercise of all outstanding
options); (ii) the acquisition of shares pursuant to the CertainTeed Offer and a
contemplated merger (the "Proposed Merger") having been approved by the BTI
Board for purposes of Section 611-A of the Maine Business Corporation Act (the
"Business Combination Statute") or CertainTeed being satisfied, in its sole
discretion, that Section 611-A is invalid or otherwise inapplicable to the
CertainTeed Offer and the Proposed Merger; (iii) the Rights having been redeemed
by the BTI Board, or CertainTeed being satisfied, in its sole discretion, that
the Rights have been invalidated or are otherwise inapplicable to the
CertainTeed Offer and the Proposed Merger; and (iv) the BTI shareholders having
not approved at the Annual Meeting a proposed amendment of BTI's 1997 Equity
Incentive Plan./1/ Another condition, the expiration or early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
has been satisfied.
Details concerning the CertainTeed Offer can be found in the Offer to
Purchase, dated April 20, 2000, which has been mailed to all BTI shareholders.
The Offer to Purchase is part of a Schedule TO that CertainTeed filed with the
SEC on April 20. Electronic copies of the Schedule TO and subsequent amendments
are available for free on the SEC's Internet web site at http://www.sec.gov.
Copies are also available from CertainTeed or Innisfree M&A Incorporated
("Innisfree"). See also "CERTAIN INFORMATION CONCERNING BTI, VETROTEX,
CERTAINTEED AND SAINT-GOBAIN" below.
There have been misleading statements in BTI's press releases and
preliminary proxy filings as to CertainTeed's willingness to meet with BTI
representatives to discuss the CertainTeed Offer. CertainTeed has repeatedly
expressed to BTI and its advisors its willingness and desire to meet and hold
meaningful discussions. In fact, a representative of Saint-Gobain spent two days
in Maine recently and sought to meet with representatives of BTI. BTI would not
make anyone available for a meeting, even when asked to do so by influential
intermediaries, until after Saint-Gobain's representative had returned to Paris.
More recently, the advisors of the parties have been in contact regarding a
possible meeting and the possible exchange of information.
If you have any questions about giving your proxy or if you otherwise need
assistance, please contact Innisfree (the firm assisting us in this
solicitation) as shown below:
- --------------------
/1/ The 1997 Equity Incentive Plan permits the BTI Board of Directors or a
Board committee to issue stock options and stock appreciation rights having an
exercise price of up to 50% below the fair market value of the Common Stock on
the date of grant. This matter is listed as Proposal 2 in BTI's Annual Meeting
proxy statement. Vetrotex previously mailed a proxy statement opposing approval
of Proposal 2.
<PAGE>
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks & Brokers Call Collect: (212) 750-5833
All Others Call Toll-free: (888) 750-5834
REASONS FOR THE SOLICITATION
The BTI Board of Directors has not been receptive to CertainTeed's $8.00 per
share offer and until very recently has declined or unreasonably deferred
repeated invitations to meet with CertainTeed's representatives to negotiate a
transaction. No further discussions or negotiations have yet occurred, although
the advisors of the parties have been in contact regarding a possible meeting
and the possible exchange of information. We are, therefore, asking BTI
shareholders to vote their shares at the Special Meeting to remove the BTI Board
and to elect new directors who will support consummation of the CertainTeed
Offer and the Proposed Merger.
The purpose of the CertainTeed Offer is to enable CertainTeed to acquire
control of, and the entire equity interest in, BTI. As soon as practicable
following the consummation of the CertainTeed Offer, CertainTeed intends to
propose and seek to have BTI consummate a Proposed Merger. The purpose of the
Proposed Merger under these circumstances would be to acquire all BTI shares not
purchased through the CertainTeed Offer or otherwise. Under the Proposed Merger,
each outstanding share of BTI Common Stock (other than those owned by
CertainTeed or its affiliates, those held in treasury by BTI and those owned by
shareholders who exercise dissenters' rights in connection with the Proposed
Merger) would be converted into the right to receive cash, in the same amount
per share as paid in the CertainTeed Offer.
CertainTeed believes that the CertainTeed Offer and Proposed Merger are in
the best interests of the Company and the BTI shareholders, and that $8.00 is a
fair price for the BTI shares. This price reflects a premium of approximately
46% over the $5.50 closing price of the BTI shares on the Nasdaq Stock Market on
April 14, 2000, the last trading day before public announcement of the
CertainTeed Offer.
Subject to fulfillment of their fiduciary duties as directors, the Vetrotex
nominees for the BTI Board of Directors intend, if elected, to cause BTI to
enter into a merger agreement with CertainTeed. In the Proposed Merger, BTI
shareholders would receive cash consideration for their shares equal to the
CertainTeed Offer price. If elected, the Vetrotex nominees would also consider
and take whatever other actions might be appropriate to facilitate the
CertainTeed Offer and Proposed Merger (including approving the CertainTeed
Offer and the Proposed Merger for purposes of the Business Combination Statute),
in each case in a manner consistent with their fiduciary duties as directors of
BTI. Such nominees, subject to fulfillment of their fiduciary duties as
directors of BTI, would also intend to seek the required approval of the BTI
Board to redeem the Rights (or to amend the Rights Agreement to make the Rights
inapplicable to the CertainTeed Offer and the Proposed Merger.)
FOR THESE REASONS, VETROTEX RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH OF THE
SPECIAL MEETING PROPOSALS WHICH FOLLOW.
SPECIAL MEETING PROPOSALS
<PAGE>
Vetrotex called this Special Meeting for the purpose of acting upon three
proposals: (1) to amend BTI's articles of incorporation to reduce the vote
necessary to remove directors to a majority of the outstanding shares, (2) to
remove the current BTI Board of Directors and (3) to elect new BTI directors.
If the shareholders vote to remove the current Board, then any shareholder
may nominate directors for election (including some or all of the current BTI
directors). We intend to nominate candidates for election as directors, as
further described below.
WE BELIEVE IT IS IN THE BEST INTERESTS OF BTI SHAREHOLDERS TO APPROVE
PROPOSALS 1 AND 2, AND THEN TO ELECT NEW DIRECTORS WHO MAY BE SUPPORTIVE OF
REMOVING THE POISON PILL AND OTHER IMPEDIMENTS TO THE CERTAINTEED OFFER. ANY
NEW DIRECTORS ELECTED WILL REMAIN SUBJECT TO A FIDUCIARY DUTY TO ACT IN THE BEST
INTERESTS OF BTI AND TO CONSIDER OTHER REASONABLE ALTERNATIVES TO THE
CERTAINTEED OFFER.
VETROTEX RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 1 AND 2, AND THAT YOU VOTE
"FOR" THE VETROTEX-NOMINATED SLATE OF NEW DIRECTORS.
THIS STATEMENT IS ONLY A REQUEST FOR PROXIES FOR THE SPECIAL MEETING
PROPOSALS. IT IS NOT A REQUEST FOR THE TENDER OF SHARES, NOR AN OFFER WITH
RESPECT THERETO. THE CERTAINTEED OFFER IS BEING MADE ONLY BY MEANS OF THE OFFER
TO PURCHASE.
PROPOSAL 1: To Amend the Articles of Incorporation to
Reduce the Vote Needed to Remove Directors
Under the Maine Business Corporation Act (the "Maine Act"), shareholders of a
corporation may elect directors at either an annual meeting or a special
meeting. The Maine Act allows shareholders, as a matter of right, with or
without cause, to remove one or more current members of a corporation's board of
directors at a Special Meeting and then elect new directors to fill the
resulting vacancies. These provisions are consistent with the principle that the
shareholders -- not the directors or the officers -- are the true owners of the
corporation and have the right to select those directors who will be entrusted
with the control of the business.
The general rule under the Maine Act is that it takes the affirmative vote of
two-thirds of the outstanding shares to remove a director. However, the Maine
Act specifically provides that a corporation may set a different voting standard
for removal, if the shareholders choose to do so. Section 707 of the Maine Act
allows the shareholders to amend the articles of incorporation to "provide that
such removal may be accomplished by a lesser vote, but in no case by a vote of
less than a majority of the shares voting on the proposed removal." In other
words, shareholders could choose to permit removal with a simple majority vote
of those attending a meeting.
We are proposing that removal be accomplished only if approved by the holders
of a majority of the outstanding shares. This is a higher standard than Maine
law would require. We believe, however, that removal of the BTI Board is a
serious matter and deserves a higher voting threshold than the minimum
permitted by Maine law.
If Proposal 1 is approved by the holders of more than 50% of the outstanding
shares, the meeting
<PAGE>
may be adjourned to permit the filing of articles of amendment with the Maine
Secretary of State. The amendment would not take effect until this step is
accomplished.
We believe that the ultimate decision on whether to accept the CertainTeed
Offer should reside with those who own the corporation -- namely, the BTI
shareholders. If most BTI shareholders want their Board to be supportive of the
$8.00 offer, we believe they should have the right to remove the current Board
and elect new directors. This is why we have made Proposal 1.
At the Special Meeting, we intend to propose that the shareholders adopt the
following resolution:
RESOLVED: That the Articles of Incorporation are hereby amended to provide
that, at a special meeting called expressly for that purpose, the entire
board of directors or any individual directors may be removed from the board,
with or without cause, by the affirmative vote of a majority of the
outstanding shares entitled to vote for directors; and that the appropriate
officers of the Corporation shall promptly file Articles of Amendment with
the Maine Secretary of State setting forth the foregoing amendment.
As noted above, the purpose of the proposed amendment is to reduce the number
of shares required to be voted in favor of director removal, so that it will be
easier for shareholders to remove the current Board and thereby have an
opportunity to elect new directors.
VETROTEX RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
PROPOSAL 2: To Remove the Entire Board of Directors
Regardless of whether Proposal 1 is approved at the Special Meeting, we
intend to propose that the entire BTI Board be removed from office.
BTI's articles of incorporation provide that there shall be not less than
seven nor more than nine directors. According to BTI management's proxy
statement for the Annual Meeting, the following six directors are standing for
re-election at the Annual Meeting on May 16, 2000, for a one-year term to expire
at the 2001 Annual Meeting:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH BTI SINCE
--- ----------------- -----
<S> <C> <C> <C>
Martin S. Grimnes 52 Chairman of the Board, Chief Executive Officer 1984
and Director
William M. Dubay 49 President, Chief Operating Officer and Director 1997
Richard J. Corbin 61 Director 1999
Kenneth J. Hatten 56 Director 2000
Max G. Pitcher 64 Director 1997
Peter N. Walmsley 64 Director 1991
</TABLE>
BTI management's proxy statement for the Annual Meeting states that the BTI
Board is seeking a seventh person to fill the remaining vacancy on the Board.
David E. Sharpe, an executive officer of Vetrotex, had served as a director of
BTI since 1993. Mr. Sharpe did not stand for re-election and recently resigned
from the BTI Board.
Vetrotex considered presenting different candidates for election at the
Annual Meeting. However,
<PAGE>
BTI's bylaws prohibit shareholders from nominating any other candidate at this
Annual Meeting unless they had already given notice to the BTI Board by March
19, 2000. As a result, we decided not to solicit proxies in opposition to the
re-election of current BTI directors. (We reserve the right, however, to
challenge the validity of this "advance notice bylaw" or take such other actions
in connection with the Annual Meeting as we consider appropriate to counter
defensive measures that the BTI Board has taken or may take against the
CertainTeed Offer.)
We believe that the BTI Board has, so far, shown little willingness to treat
the CertainTeed Offer seriously. Until very recently, the BTI Board has found
various reasons to avoid discussing the CertainTeed Offer on any meaningful
basis. To the contrary, the BTI Board has taken a number of steps to delay or
block CertainTeed's $8.00 offer:
* The BTI Board adopted a "poison pill" that can make it prohibitively
expensive for CertainTeed to complete its purchase of BTI shares.
* The BTI Board granted "golden parachute" contracts to six top executives,
under which they could receive more than $2 million of extraordinary
payments (in addition to the large profits they would recognize from their
stock options) if the CertainTeed Offer succeeds.
* The BTI Board repeatedly tried to get special emergency legislation passed
in Maine to stall this Special Meeting; however, these efforts ultimately
failed.
* The BTI Board sued to delay the CertainTeed Offer, but was ultimately
unsuccessful.
BTI already had the benefit of two other provisions available under Maine law
to deter unsolicited offers. One is a so-called "Advance Notice Bylaw" which
prevents us from nominating candidates for election to BTI's Board of Directors
at the Annual Meeting. The other is Section 611-A of the Maine Act, which may
prevent timely consummation of the proposed merger discussed in this Proxy
Statement without the prior approval of the BTI Board of Directors.
BTI recently filed its preliminary proxy materials in opposition to the
Vetrotex proposals. The ONLY reason offered by BTI in support of its opposition
is BTI's claim that the CertainTeed Offer is "inadequate." The CertainTeed Offer
represents a 46% premium over the last reported trading price of BTI shares
before the offer was announced. BTI has offered nothing better to its
shareholders; in fact, it has not offered any alternative and has only stated
that it believes it is time to "aggressively explore strategic alternatives."
If BTI shareholders want their Board to be supportive of the CertainTeed
Offer, we believe they should take action to remove the current Board and elect
new directors. Therefore, at the Special Meeting we intend to propose that the
shareholders adopt the following resolution:
RESOLVED: That the entire board of directors of the Corporation is hereby
removed, effective immediately.
VETROTEX RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.
PROPOSAL 3: To Elect New Directors to Fill Vacancies in the Board
If Proposal 2 is approved, those BTI shareholders who are present at the
Special Meeting, in person or by proxy, will be entitled under Maine law to
elect directors to fill the resulting vacancies on the Board of Directors.
Unlike at the Annual Meeting, any shareholder present at the Special Meeting may
nominate one or more candidates for election to the Board.
<PAGE>
The persons named below are our nominees for election as directors of BTI to
serve until the next annual meeting of shareholders and the election and
qualification of each person's respective successor. Each of these nominees has
consented to being named herein as a nominee for director of BTI and has agreed
to stand for election as such a director.
PRESENT PRINCIPAL OCCUPATION AND 5-YEAR
NAME AND BUSINESS ADDRESS AGE EMPLOYMENT HISTORY; DIRECTORSHIPS
None of the Vetrotex nominees beneficially owns any shares of BTI Common
Stock, other than the 713,746 shares of Common Stock owned by Vetrotex. Each of
these nominees has agreed to serve if elected.
If elected as the new directors of BTI, our nominees will consider whether to
(i) redeem the poison pill Rights, (ii) approve and submit to the shareholders
the Proposed Merger, by which CertainTeed would acquire beneficial ownership of
any outstanding BTI shares not already owned by Vetrotex, and (iii) take other
steps to remove impediments to the CertainTeed Offer, including those under the
Business Combination Statute. In doing so, they will be required to act in the
best interests of BTI and its shareholders, and otherwise to fulfill their
fiduciary duties as directors.
THE VETROTEX NOMINEES WILL, SUBJECT TO THEIR FIDUCIARY DUTIES, SEEK TO GIVE
ALL SHAREHOLDERS THE OPPORTUNITY TO ACCEPT THE CERTAINTEED OFFER. ACCORDINGLY,
THE EXECUTION OF A GREEN PROXY CARD WILL ALLOW SHAREHOLDERS TO CONSIDER AND VOTE
FOR THE VETROTEX NOMINEES AND WILL ENHANCE YOUR CHANCES OF BEING ABLE TO TAKE
ADVANTAGE OF THE CERTAINTEED OFFER.
VETROTEX RECOMMENDS THAT YOU VOTE "FOR" ELECTION OF EACH OF THE VETROTEX-
NOMINATED CANDIDATES AS DIRECTORS OF BTI.
VOTING AND PROXY PROCEDURE
When properly signed and returned, the enclosed GREEN Proxy Card will be
voted in accordance with the choices marked. If no choice is specified, a GREEN
Proxy Card will be voted "FOR" Proposals 1 and 2 and "FOR" the election of the
Vetrotex nominees listed on the GREEN Proxy Card.
A proxy may be revoked at any time before it is voted. A shareholder may
revoke any previously signed proxy by giving notice of revocation to the Clerk
of the Company before the particular vote is taken at the Special Meeting, by
signing and returning a later-dated proxy at or before the Special Meeting, or
by voting in person at the Special Meeting.
If you have signed a proxy card on a form presented by BTI management (i.e.,
on a card that is some color other than GREEN) and wish to change your vote on
any matter, we recommend that you revoke that proxy by signing a GREEN Proxy
Card.
Although you are permitted to send any proxy card or revocation to the
Company or its proxy soliciting agent, we recommend that you deliver all proxy
cards or revocations to Vetrotex's proxy soliciting agent, Innisfree, in the
postage-paid envelope provided by us, or that you otherwise send these documents
to:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
PLEASE LEAVE TIME FOR THESE DOCUMENTS TO BE RECEIVED BY INNISFREE BEFORE
FRIDAY, JUNE 16, 2000. IF YOU HAVE ANY QUESTIONS ABOUT HOW TO COMPLETE OR SUBMIT
YOUR
<PAGE>
GREEN PROXY CARD OR ANY OTHER QUESTIONS, INNISFREE WILL BE PLEASED TO ASSIST
YOU. YOU MAY CALL INNISFREE TOLL-FREE AT (888) 750-5834. BANKS AND BROKERS
SHOULD CALL COLLECT AT (212) 750-5833.
If you own your BTI shares through a broker, bank or other institution (i.e.,
in "street name"), you are not entitled to vote those shares directly, but
rather must give voting instructions to your broker, bank or other institution.
To assure that your instructions are carried out correctly, please confirm your
instructions in writing to the person responsible for your account and provide a
copy of those instructions to Innisfree, at the address set forth above, so that
we can attempt to ensure that your instructions are followed.
YOU SHOULD UNDERSTAND THAT IF YOU FAIL TO GIVE VOTING INSTRUCTIONS TO THE
BROKER, BANK OR OTHER INSTITUTION THAT HOLDS YOUR SHARES, YOUR SHARES CANNOT BE
VOTED. In the case of Proposals 1 and 2, any abstention or failure to vote your
shares is equivalent to a vote "AGAINST" these proposals.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The Common Stock is the only outstanding class of voting securities of BTI.
According to a recent shareholder list obtained by Vetrotex from BTI, there were
5,234,415 shares of Common Stock outstanding as of May 2, 2000, the record date
for the Special Meeting. Each share of Common Stock entitles its owner to one
vote. Shareholders of BTI do not have cumulative voting rights.
The following table is derived from BTI management's proxy statement for the
Annual Meeting and sets forth information as of April 12, 2000 regarding
beneficial ownership of Common Stock of each person who was known by BTI to own
beneficially more than five percent of the Common Stock, each current director,
certain "named executive officers" (as defined in Item 402 of SEC Regulation S-
K), other executive officers and all directors and executive officers as a
group. Vetrotex has not
<PAGE>
independently verified this information, other than the number of shares shown
to be owned by it.
NAME OF OWNER + NUMBER(1) PERCENT(1)
Vetrotex CertainTeed Corporation........................... 713,746 13.65%
Martin S. Grimnes(2) ...................................... 288,204 5.51%
Chairman, Chief Executive Officer and Director
William M. Dubay(3) ....................................... 110,243 2.11%
President, Chief Operating Officer and Director
Robert Fuller(4) .......................................... 69,537 1.3%
Vice President, Sales
Max G. Pitcher(5) ......................................... 11,534 *
Director
Peter N. Walmsley(6) ...................................... 8,976 *
Director
Richard J. Corbin(7) ...................................... 5,149 *
Director
Kenneth J. Hatten(8) ...................................... 2,125 *
Director
Alan M. Chesney(9) ........................................ 12,095 *
Vice President, Chief Financial Officer and Treasurer
Thomas L. Wallace(10) ..................................... 42,645 *
Vice President, Manufacturing
Dimensional Fund Advisors, Inc.(11) ....................... 334,200 5.69%
Wellington Management Company, LLP(12) .................... 460,000 9.78%
All Directors and Executive Officers
as a group (9 persons) ................................... 550,508 9.9%
- --------------
+ The address of Messrs. Corbin, Hatten, Walmsley, Grimnes, Dubay, Fuller,
Pitcher, Chesney, and Wallace, is c/o Brunswick Technologies, Inc., 43
Bibber Parkway, Brunswick, ME 04011. The address of Vetrotex is 750 E.
Swedesford Road, Valley Forge, PA 19482. The address of Dimensional Fund
Advisors, Inc. is 1299 Ocean Avenue, Santa Monica, CA 90401. The address of
Wellington Management Company, LLP is 75 State Street, Boston, MA 02109.
* Less than 1% of the outstanding shares of Common Stock.
(1) For the purpose of this table, shares of Common Stock which, to the
Company's knowledge, an individual or group had a right to acquire within
60 days upon the exercise of options or warrants, are deemed outstanding
for the purposes of computing the number and percentage of shares
beneficially owned by such individual or group. Such shares are not deemed
to be outstanding for the purpose of computing the percentage of shares
beneficially owned by any other individual or group shown in the table.
This table does not include 98 shares of Common Stock held by the executive
officers of the Company through the Company's 401(k) plan.
(2) Includes 141,004 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(3) Includes 96,673 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
<PAGE>
(4) Includes 69,537 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(5) Includes 4,900 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(6) Includes 3,400 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(7) Includes 1,500 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(8) Includes 1,125 shares of Common Stock owned by The Hatten Hr-10 Profit
Sharing Plan and Trust as to which the beneficial owner has shared
investment power.
(9) Includes 4,640 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(10) Includes 42,345 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(11) Includes 334,200 shares of Common Stock as to which the beneficial owner
has sole voting power and sole dispositive power. Dimensional Advisors,
Inc. disclaims beneficial ownership of such securities. The information
with respect to the beneficial owner has been taken from the beneficial
owner's 13G filed with the SEC on February 2, 2000.
(12) Includes 460,000 shares of Common Stock as to which the beneficial owner
had shared voting power and shared dispositive power. The information with
respect to the beneficial owner has been taken from the beneficial owner's
Schedule 13G/A filed with the SEC on February 3, 2000.
CERTAIN INFORMATION CONCERNING BTI,
VETROTEX, CERTAINTEED AND SAINT-GOBAIN
Brunswick Technologies, Inc. is a Maine corporation, with its principal
executive offices located at, and with a mailing address of, 43 Bibber Parkway,
Brunswick, Maine 04011. BTI manufactures composite reinforcement fabrics used
to make boats, snowboards, pilings, automobiles parts, bridges and other
products. The current directors and principal shareholders of BTI are listed
above. The Company made an initial public offering of its shares in February
1997, and since that date has been subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Since August 1993, its largest shareholder has been Vetrotex.
Vetrotex CertainTeed Corporation, a Delaware corporation, is wholly owned by
CertainTeed, and is an indirect wholly owned subsidiary of Saint-Gobain. Its
principal executive offices are located at 750 E. Swedesford Road, Valley Forge,
Pennsylvania 19482. The principal business of Vetrotex is the manufacture of
fiber glass products for reinforcing plastics and other materials.
VA Acquisition Corporation is a newly incorporated Maine corporation and an
indirect wholly owned subsidiary of CertainTeed organized to acquire BTI. Its
principal executive offices are located at 750 E. Swedesford Road, Valley Forge,
Pennsylvania 19482. Since its incorporation on April 14, 2000, it has not
conducted any business other than in connection with the CertainTeed Offer.
CertainTeed Corporation is a Delaware corporation and an indirect wholly
owned subsidiary of Saint-Gobain. Its principal executive offices are located at
750 E. Swedesford Road, Valley Forge, Pennsylvania 19482. The principal business
of CertainTeed is the manufacture of roofing; vinyl and fiber cement siding;
vinyl windows; vinyl fencing, deck and railing; ventilation products; piping
products; fiber glass insulation; and fiber glass products for reinforcing
plastics and other materials.
<PAGE>
Saint-Gobain, a French corporation, is a publicly-owned company whose shares
are listed for trading on the monthly settlement market of The Paris Stock
Exchange and on the principal European stock exchanges. Its principal executive
offices are located at Les Miroirs, 18 avenue d'Alsace, 92400 Courbevoie, France
(Postal Address: Les Miroirs, 92096 Paris La Defense Cedex). Saint-Gobain has
worldwide interests in businesses involving the manufacture of flat glass,
insulation and reinforcements, pipe, glass containers, industrial ceramics and
abrasives and the manufacture and distribution of building materials.
None of Vetrotex, VA Acquisition Corporation, CertainTeed, or Saint-Gobain
has a class of securities registered under the Exchange Act, and accordingly
none of these companies is required to file periodic reports, proxy statements
or other information with the SEC relating to its business, financial condition
or other matters.
PARTICIPANTS IN THE SOLICITATION
Vetrotex has retained Innisfree, at an estimated fee of $_____, plus
reasonable out-of-pocket expenses, to assist in the solicitation of proxies for
the Special Meeting, as well as to assist Vetrotex, VA Acquisition Corporation,
CertainTeed and Saint-Gobain with their communications with BTI shareholders
with respect to, and to provide other services to Vetrotex in connection with,
the Special Meeting. Approximately ___ persons will be utilized by Innisfree in
its efforts. Vetrotex will reimburse brokerage houses, banks, custodians and
other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding
Vetrotex's proxy materials to, and obtaining instructions relating to such
materials from, beneficial owners of BTI shares. We have agreed to indemnify
Innisfree against certain liabilities and expenses in connection with its
engagement, including certain liabilities under the federal securities laws.
Lehman Brothers Inc. ("Lehman Brothers") is acting as Dealer Manager in
connection with the CertainTeed Offer and as investment bankers for CertainTeed
and VA Acquisition Corporation in connection with the CertainTeed Offer and
related transactions. CertainTeed has agreed to pay Lehman Brothers in
connection therewith, to reimburse Lehman Brothers for its reasonable out-of-
pocket expenses, including the reasonable fees and expenses of its counsel, and
to indemnify Lehman Brothers and certain related persons against certain
liabilities and expenses, including certain liabilities and expenses under the
federal securities laws. Lehman Brothers may be deemed to be a "participant" in
this proxy solicitation, as such term is defined in Schedule 14A promulgated
under the Exchange Act; however, Lehman Brothers does not believe that it or any
of its respective partners, directors, officers, employees, affiliates or
controlling persons, if any, is a "participant" as defined in Schedule 14A or
that Schedule 14A requires the disclosure of information concerning Lehman
Brothers. In connection with Lehman Brothers' role as Dealer Manager, the
following investment banking employees of Lehman Brothers may communicate in
person, by telephone or otherwise with a limited number of institutions, brokers
or other persons who are shareholders of BTI and may solicit proxies from these
institutions, brokers or other persons: Scott Mohr and ___________. Lehman
Brothers engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual clients.
In the normal course of its business, Lehman Brothers may trade securities of
BTI for its own account and the accounts of its customers and, accordingly, may
at any time hold a long or short position in such securities. Lehman Brothers
has informed Vetrotex and CertainTeed that, as of the date hereof, it does not
hold BTI shares for its own account. Lehman Brothers and/or certain of its
respective affiliates may have voting and dispositive power with respect to
certain BTI shares held in asset management, brokerage and other accounts.
Lehman Brothers and each of its respective affiliates disclaims beneficial
ownership of such shares.
<PAGE>
Vetrotex, VA Acquisition Corporation, CertainTeed, Saint-Gobain, and certain
persons named below, may be deemed to be "participants" in the solicitation of
proxies. The participants in the solicitation may include the following officers
of CertainTeed: George B. Amoss, Vice President-Finance, and John J. Sweeney,
III, Vice President. None of such persons will receive any additional
compensation for such activities. Except as otherwise disclosed in this Proxy
Statement, none of such persons, and none of Vetrotex, VA Acquisition
Corporation, CertainTeed, or Saint-Gobain, owns any Common Stock or has any
other substantial interest, direct or indirect, in BTI. BTI currently purchases
approximately one-third of its fiber glass requirements from Vetrotex. In
addition, an executive officer of CertainTeed purchased for investment, in the
open market, 2,000 shares of BTI Common Stock in October 1999.
Proxies may be solicited by mail, in person, by telecommunication or by other
electronic means. The cost of the solicitation of proxies will be borne by
Vetrotex.
We estimate that soliciting BTI shareholders on behalf of Vetrotex will cost
us $_______ in fees for attorneys, accountants, public relations or financial
advisors, solicitors, advertising, printing, transportation, litigation and
other costs incidental to the solicitation. Of that amount, we have paid
approximately $_______ as of May __, 2000. We will not seek reimbursement from
BTI for these costs.
ABSENCE OF DISSENTERS' RIGHTS
BTI shareholders are not entitled to dissenters' rights in connection with
the matters to be voted upon at the Special Meeting.
The CertainTeed Offer itself will not give rise to dissenters' rights. If
the Proposed Merger or other similar merger is consummated after completion of
the CertainTeed Offer, dissenters' rights would be available to those BTI
shareholders who meet the requirements of Section 909 of the Maine Act. If and
when the Proposed Merger is approved by the BTI Board of Directors, additional
information will be sent to BTI shareholders describing any relevant dissenters'
rights under the Maine Act.
VOTING AT THE SPECIAL MEETING WILL NOT PREVENT A SHAREHOLDER FROM LATER
EXERCISING DISSENTERS' RIGHTS AND DEMANDING APPRAISAL OF HIS OR HER SHARES IN
CONNECTION WITH THE PROPOSED MERGER OR ANY SIMILAR MERGER.
CERTAIN LITIGATION
On April 26, 2000, BTI filed a complaint in the United States District Court
for the District of Maine against Vetrotex, VA Acquisition Corporation,
CertainTeed and Saint-Gobain (Civil Action Docket No. 00-CV-124-P-H). The
complaint alleges that these defendants violated federal securities laws.
Specifically, the complaint alleges that the defendants failed to timely
disclose a change in investment intent relating to their ownership of BTI
shares, and that the defendants had improperly commenced the CertainTeed Offer
by failing to timely serve BTI with a copy of the tender offer documents. The
complaint also alleges that the defendants tortiously interfered with BTI's
business relations and conspired to violate the federal securities laws and
Maine state common law. The complaint seeks injunctive relief to prevent the
defendants from: (i) accepting any shares or proxies in connection with the
CertainTeed Offer; (ii) making any public announcements or filings related to
the CertainTeed Offer, except as required by law; (iii) soliciting proxies from
BTI shareholders; or (iv) communicating with BTI shareholders. The complaint
also seeks a declaratory judgment that Saint-Gobain violated Sections 13(d) and
14(d) of the Exchange Act, and that the CertainTeed Offer was improperly
commenced and is null
<PAGE>
and void. The complaint also seeks monetary damages and costs.
The defendants intend to vigorously contest all allegations in the complaint.
A hearing was held on May 1, 2000 on BTI's request for injunctive relief in
connection with the complaint. On May 2, 2000, the Court denied BTI's motions
for both a preliminary injunction and a temporary restraining order.
SHAREHOLDER PROPOSALS
According to BTI management's proxy statement for the Annual Meeting, any
shareholder who wants to submit a proposal for inclusion in the Company's proxy
statement for the Annual Meeting in 2001 must submit the proposal to BTI at its
principal executive office at 43 Bibber Parkway, Brunswick, Maine 04011, on or
before December 22, 2000. If the CertainTeed Offer and Proposed Merger are
consummated during 2000, BTI will no longer be a publicly reporting company and
will not be subject to SEC proxy statement requirements.
VETROTEX CERTAINTEED CORPORATION
May __, 2000
<PAGE>
IMPORTANT
1. If your share certificates are registered in your own name, please sign, date
and mail the enclosed GREEN Proxy Card to Innisfree in the postage-paid
envelope provided.
2. If you have previously signed and returned to BTI any proxy card supplied by
BTI management for the Special Meeting, you have every right to change your
vote. Only your latest dated card will count. You may revoke any proxy card
already sent to BTI by signing, dating and mailing the enclosed GREEN Proxy
Card in the postage-paid envelope provided.
3. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only that institution can sign a GREEN Proxy Card with
respect to your shares and only after receiving your specific instructions.
To ensure that your shares are voted, you should also contact the person
responsible for your account and give instructions for a GREEN Proxy Card
to be issued representing your shares.
4. After signing the enclosed GREEN Proxy Card, do not sign or return any
other color proxy card for the Special Meeting. We recommend that you not
use the proxy card supplied by BTI management for the Special Meeting, even
to indicate your opposition to one or more proposals. You may mark a GREEN
Proxy Card to indicate your intended vote, regardless of whether you vote
"FOR" or "AGAINST" a given proposal. If you have any questions about giving
your proxy or any revocation, or otherwise require assistance, please call:
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
BANKS & BROKERS CALL COLLECT: (212) 750-5833
ALL OTHERS CALL TOLL FREE: (888) 750-5834
<PAGE>
Vetrotex CertainTeed Corporation
750 E. Swedesford Road
Valley Forge, PA 19482
SPECIAL MEETING OF SHAREHOLDERS OF BRUNSWICK TECHNOLOGIES, INC. -- JUNE 16, 2000
PROXY SOLICITED BY VETROTEX CERTAINTEED CORPORATION
The undersigned, revoking all prior proxies, hereby appoints George B.
Amoss, John R. Mesher and Linda F. Montemayor, or any of them acting alone, as
Proxy, with full power of substitution for and on behalf of the undersigned at
the Special Meeting of Shareholders of BRUNSWICK TECHNOLOGIES, INC. to be held
at the Holiday Inn by the Bay, 88 Spring Street, Portland, Maine 04101, on June
16, 2000, at 10:00 a.m., and at any adjournment(s) or postponement(s) thereof.
The undersigned hereby directs the said Proxy to vote in accordance with his or
her judgment on any matters which may properly come before the Special Meeting,
all as indicated in the Notice of Special Meeting, receipt of which is hereby
acknowledged, and to act on the following matters set forth in such notice as
specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1, 2 AND 3.
_____________________________________________________________________________
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
_____________________________________________________________________________
<PAGE>
The following proposals are made by Vetrotex CertainTeed Corporation.
VETROTEX RECOMMENDS A VOTE "FOR" PROPOSAL 1 BELOW
Proposal 1: To amend the Articles of Incorporation to reduce the vote required
to remove directors to a majority of the outstanding shares.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
VETROTEX RECOMMENDS A VOTE "FOR" PROPOSAL 2 BELOW
Proposal 2: To remove the entire Board of Directors.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
VETROTEX RECOMMENDS A VOTE "FOR" PROPOSAL 3 BELOW
Proposal 3: Election of Directors. Nominees: _________________________________
[ ]FOR All Nominees listed above [ ]WITHHOLD
(except as indicated to the
contrary below)
-----------------------------------
In his or her discretion, the Proxy is authorized to vote upon any other
business that may properly come before the meeting or at any adjournment(s) or
postponement(s) thereof.
Note: Proposal 3 is conditioned upon the approval of Proposal 2.
IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE.
Dated , 2000
-----------------------
-----------------------------------
(Signature)
-----------------------------------
(Signature, if held jointly)
-----------------------------------
Title
Please sign exactly as name appears
on this proxy. When shares are held
jointly, joint owners should each
sign. Executors, administrators,
trustees, etc., should indicate the
capacity in which signing and where
more than one name appears, a
majority must sign. If the
shareholder is a corporation, the
signature should be that of an
authorized officer who should
indicate his or her title.
IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL INNISFREE M&A
INCORPORATED, TOLL FREE AT (888) 750-5834.
