<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
---------------------
BRUNSWICK TECHNOLOGIES, INC.
(Name of Subject Company)
------------------------
VA ACQUISITION CORPORATION
CERTAINTEED CORPORATION
Indirect wholly owned subsidiaries of
COMPAGNIE DE SAINT-GOBAIN
(Name of Filing Person--Offeror)
------------------------
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
117394 10 6
(CUSIP Number of Class of Securities)
------------------------
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)
------------------------
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
------------------------
<PAGE>
CALCULATION OF FILING FEE
________________________________________________________________________________
TRANSACTION VALUATION* AMOUNT OF FILING FEE
________________________________________________________________________________
________________________________________________________________________________
$40,735,280 $8,147
________________________________________________________________________________
* 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: [ ]
2
<PAGE>
This Amendment No. 3 (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 and by Amendment No. 2 thereto
filed with the Commission on April 24, 2000 and April 26, 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. 3 to Schedule TO also constitutes Amendment No. 3 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:
On April 26, 2000, BTI filed a complaint in the United States District
Court for the District of Maine against Vetrotex CertainTeed Corporation
("Vetrotex"), the Purchaser, the Parent and Compagnie de Saint-Gobain (Civil
Action Docket No. 00-CV-124-P-H). The complaint alleges that Vetrotex, the
Purchaser, the Parent and Compagnie de Saint-Gobain (collectively, "Defendants")
violated federal securities laws. Specifically, the complaint alleges that
Vetrotex failed to timely disclose that its investment in BTI had changed for
the purpose of seeking control of BTI and not for investment purposes, and that
the bidder Defendants improperly commenced the Offer by failing to timely serve
BTI with a copy of the tender offer documents. The complaint also alleges that
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 Defendants from: (i) accepting any shares or
proxies in connection with the Offer; (ii) making any public announcements or
filings related to the Offer, except as required by law; (iii) soliciting
proxies from BTI shareholders; or (iv) communicating with BTI shareholders. The
complaint also seeks a declaratory judgement that Saint-Gobain violated Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and that the
Offer was improperly commenced and is null and void. The complaint also seeks
monetary damages and costs.
Defendants intend to vigorously contest all allegations in the complaint.
3
<PAGE>
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: April 28, 2000
VA Acquisition Corporation
By: /s/ John R. Mesher
------------------
John R. Mesher
Vice President and Secretary
CertainTeed Corporation
By: /s/ John R. Mesher
------------------
John R. Mesher
Vice President, General Counsel
and Secretary
4
<PAGE>
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.*
(d) None.
(g) None.
(h) Not applicable.
___________________________
* Previously filed as exhibits to Schedule TO.
5
