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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. 17)
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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. 17 (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, 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 and by Amendment No. 16 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 and May 31, 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. 17 to Schedule TO also constitutes Amendment No. 17 to the
statement on Schedule 13D of Parent, Saint-Gobain and Vetrotex, filed on
February 18, 1997.
ITEM 4. TERMS OF THE TRANSACTION.
The information with respect to Item 4 of the Schedule TO which is set
forth in the Offer to Purchase, the related Letter of Transmittal and the
exhibits to the Schedule TO, and incorporated by reference in the Schedule TO,
is hereby amended and supplemented by including the following information:
On June 12, 2000, CertainTeed and Purchaser agreed with Brunswick
Technologies to increase the purchase price in the Offer from $8.00 to $8.50 per
Share, net to the seller in cash, without interest.
On June 13, 2000, CertainTeed issued a joint press release with BTI, in
which CertainTeed announced the improved purchase price and the extension of the
Offer to 12:00 midnight, New York City time, on Thursday, June 29, 2000.
Accordingly, the term "Expiration Date" means midnight, New York City time, on
Thursday, June 29, 2000, unless CertainTeed, in its sole discretion, extends the
period of time for which the offering period of the Offer is open, in which case
the term "Expiration Date" will mean the time and date at which the offering
period of the Offer, as so extended, will expire. The Offer had previously been
scheduled to expire at 12:00 midnight, New York City time, on Friday, June 16,
2000.
A copy of the press release issued jointly by CertainTeed and BTI with
respect to the foregoing is attached hereto as Exhibit (a)(23) and is
incorporated by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information with respect to Item 5 of the Schedule TO which is set
forth in the Offer to Purchase and incorporated by reference in the Schedule TO,
is hereby amended and supplemented by including the following information:
On June 7, 2000, representatives of Saint-Gobain, CertainTeed and BTI met
to commence serious negotiations regarding a possible consensual transaction,
during which meeting CertainTeed indicated it was prepared to improve the Offer
by increasing the purchase price in exchange for a negotiated merger agreement.
Negotiations continued into the late evening of June 12, 2000, at which time a
merger agreement was entered into between and among CertainTeed, VA Acquisition
and BTI. A copy of this merger agreement will be filed as an Exhibit to the
Schedule TO in a subsequent Amendment. In that merger agreement, BTI has agreed
to support CertainTeed's improved Offer. Both CertainTeed and BTI expect to
supplement their respective Schedules TO and 14D-9 to reflect details of the
negotiated transaction in further amendments to be filed shortly. A joint press
release announcing the merger agreement, the improved Offer and the extended
Expiration Date issued early on June 13, 2000, and a copy is attached hereto as
Exhibit (a)(23) and is incorporated by reference.
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)(23) Copy of Joint Press Release of CertainTeed and Brunswick
Technologies dated June 13, 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: June 13, 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.
(d) None.
(g) None.
(h) Not applicable.
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* Previously filed as exhibits to Schedule TO.
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