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PRELIMINARY COPY -- SUBJECT TO COMPLETION
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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:
...............................................................
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PRELIMINARY COPY
SUBJECT TO COMPLETION
Vetrotex CertainTeed Corporation
750 E. Swedesford Road
Valley Forge, PA 19482
______ __, 2000
TO: ALL SHAREHOLDERS OF BRUNSWICK TECHNOLOGIES, INC.
Dear Fellow BTI Shareholder:
Vetrotex has been a shareholder of Brunswick Technologies, Inc. (BTI) for 6
1/2 years. Over the past 24 months, we have watched BTI's stock price slide to
around $5 per share. From April 1, 1999 to April 1, 2000, the stock has traded
in the range of $3.00 to $6.75 per share, with an average closing price over
that 12-month period of about $4.93.
At the end of March, representatives of Vetrotex's ultimate parent
(Compagnie de Saint-Gobain) met with BTI management and proposed a business
combination between the two companies. A series of meetings, letters, and
telephone calls ensued, but no real progress was made. On Monday morning, April
17, Vetrotex's immediate parent (CertainTeed Corporation) announced an intention
to make a tender offer for all outstanding BTI shares not already owned by
Vetrotex. CertainTeed's announced price was $8.00, in cash, representing a 46%
premium over the $5.50 closing price of BTI stock on the preceding Friday.
Soon after CertainTeed's announcement, BTI issued a press release that its
Board of Directors had adopted a "poison pill" that, if not redeemed by the BTI
Board, would make it prohibitively expensive for CertainTeed to complete the
purchase of the BTI shares.
The next Annual Meeting of Shareholders of BTI is scheduled for May 16,
2000 at 10:00 a.m., at the Marriott at Sable Oaks, 200 Sable Oaks Drive, South
Portland, Maine 04106. BTI management proposes that the shareholders at the
Annual Meeting re-elect the current Board of Directors (except for a Vetrotex
officer who previously stated he would not seek re-election). UNDER THE BTI
BYLAWS, NO SHAREHOLDER AFTER MARCH 19, 2000 IS ALLOWED TO NOMINATE ANY COMPETING
CANDIDATES FOR CONSIDERATION AT THE ANNUAL MEETING.
At the Annual Meeting, management also proposes to significantly increase
the number of shares of Common Stock that may be issued to Directors, employees
and consultants under the 1997 Equity Incentive Plan. In its proxy statement,
BTI management justifies the increase by stating that, of the 421,740 shares
authorized under the Plan in 1997, only 3,567 are now available. What they fail
to mention is that over 54% of the option grants under the Plan have occurred in
the last few months. BTI management now seeks another 400,000 shares under the
Plan, which if issued today would represent more than a 7.6% increase in the
currently outstanding shares. The terms of the Plan allows the Board of
Directors to grant non-statutory stock options at up to 50% below market
prices. WE URGE BTI SHAREHOLDERS TO VOTE AGAINST
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THE EXTENSION OF THE PLAN ON THESE TERMS. Please sign and return the enclosed
BLUE proxy card today in order to protect the value of your investment in
BTI.
On April 17, Vetrotex exercised its rights under Maine law and the BTI
Bylaws to call a Special Meeting of Shareholders. BTI has called the Special
Meeting to take place on Friday, June 16, 2000. The purpose of the Special
Meeting is to (i) amend BTI's charter so that a majority vote will be sufficient
to remove a director from office, (ii) seek removal of BTI's entire Board of
Directors, and (iii) elect new Directors. We fully expect all BTI Directors to
act responsibly toward CertainTeed's offer and, in due course, to remove the
impediments to completion of the offer. If for any reason they do not, the
Special Meeting will give BTI shareholders an opportunity to present and vote
upon a new slate of director candidates.
We believe that approval of BTI's proposed amendment to the Plan is not in
your best interests and urge you to vote AGAINST Proposal No. 2 on the enclosed
BLUE proxy card. Because a defeat of Proposal No. 2 would satisfy one of the
conditions of CertainTeed's Offer, your vote AGAINST Proposal No. 2 is the first
step you should take to preserve your opportunity to maximize the value of your
investment. WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD
TODAY!
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 consider voting against the significant
increase in the size of the Plan. Please fill out and sign the enclosed BLUE
proxy card as soon as possible and mail it in the envelope provided. Thank you
for your consideration.
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
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PRELIMINARY COPY
SUBJECT TO COMPLETION, DATED APRIL 25, 2000
VETROTEX CERTAINTEED CORPORATION
750 E. SWEDESFORD ROAD
VALLEY FORGE, PA 19482
PROXY STATEMENT
BY VETROTEX CERTAINTEED CORPORATION
IN OPPOSITION TO THE SOLICITATION OF PROXIES
BY THE BOARD OF DIRECTORS OF
BRUNSWICK TECHNOLOGIES, INC.
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, 2000
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This Proxy Statement and the accompanying BLUE Proxy Card are being
furnished by Vetrotex CertainTeed Corporation, a Delaware corporation
("Vetrotex"), to the holders of outstanding shares of common stock, with a par
value of $0.0001 per share (the "Common Stock"), of Brunswick Technologies, Inc.
("BTI" or the "Company") in opposition to the solicitation by the BTI Board of
Directors of written proxies from the BTI shareholders. BTI's principal
executive office is located at 43 Bibber Parkway, Brunswick, Maine 04011.
This solicitation relates to the BTI Annual Meeting of Shareholders
scheduled for May 16, 2000 at 10:00 a.m. at the Marriott at Sable Oaks, 200
Sable Oaks Drive, South Portland, Maine 04106 (the "Annual Meeting") and is
being made in opposition to the solicitation of proxies by the BTI Board of
Directors concerning its proposed amendment of the 1997 Equity Incentive Plan
(the "Plan"). The BTI Board's requested Plan amendment is intended to increase
the number of shares available for stock option grants and stock appreciation
rights under the Plan by another 400,000 shares of Common Stock. This number of
shares represents more than 7.64% of the currently outstanding number of shares.
(There currently are 5,230,823 outstanding shares according to BTI's proxy
statement.) As such, under New York Stock Exchange Rule 452, BTI management's
proposed amendment is a "non-routine" matter on which brokers do not have
discretionary voting authority. BTI management's proxy statement INCORRECTLY
describes this amendment as a "routine" matter. On April 28, 2000, BTI filed an
amendment to its proxy statement admitting the proposed amendment to the Plan
was in fact a "non-routine" matter and attributing its mistake to a
"ministerial error."
Adoption of BTI management's proposed Plan amendment requires the
affirmative vote of a majority of the outstanding shares of Common Stock.
Abstention and broker non-votes will have the same effect as a vote against the
proposed Plan amendment.
This Proxy Statement and the enclosed BLUE proxy card are first being
mailed to shareholders on or about , 2000.
-----
On April 20, 2000, the immediate parent of Vetrotex, CertainTeed
Corporation ("Parent") and its indirect wholly owned subsidiary, VA Acquisition
Corporation ("Purchaser"), both indirect wholly owned subsidiaries of Compagnie
de Saint-Gobain ("Saint-Gobain"), commenced an offer to purchase all of the
outstanding shares of BTI Common Stock that Vetrotex does not already own,
together with the associated rights to purchase preferred stock (the "Rights")
issued pursuant to the Rights Agreement, dated April 17, 2000, between BTI and
State Street Bank and Trust Company (the BTI Common Stock, together with the
associated Rights, being referred to as the "Shares"), at $8.00 net per Share,
in cash (the "Offer Price"), upon the terms and subject to the conditions set
forth in the CertainTeed Offer to Purchase, dated April 20, 2000, and in the
related Letter of Transmittal (which, together with any amendments or
supplements, collectively constitute the "CertainTeed Offer").
In connection with the CertainTeed Offer, Vetrotex may find it necessary to
seek to take control of the BTI Board of Directors in the future. In furtherance
of that purpose, on April 17, 2000, Vetrotex submitted a notice to BTI which
calls a special meeting of the shareholders (the "Special Meeting") for
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the purpose of acting upon (i) a proposed amendment to BTI's Articles of
Incorporation to reduce the vote necessary to remove directors to a majority of
the outstanding shares, (ii) the removal of BTI's Board of Directors, and (iii)
the election of new BTI directors. Under Section 805(4) of the Maine Business
Corporation Act (the "MBCA"), the holders of 10% or more of any class of a
company's stock may require the company's board of directors to submit a
proposed amendment of the company's Articles of Incorporation to the
shareholders at a special or annual meeting. Under BTI's Bylaws, special
meetings of shareholders may be called by (among others) the holders of not less
than 10% of the shares entitled to vote. Vetrotex currently owns 713,746 shares
of the Common Stock of BTI, or approximately 14% of the issued and outstanding
Common Stock. BTI has set the date of the Special Meeting for June 16, 2000. We
fully expect all BTI Directors to act responsibly toward the CertainTeed Offer
and, in due course, to remove the impediments to the completion of the offer. If
for any reason they do not, the Special Meeting will give BTI shareholders an
opportunity to vote upon a new slate of candidates for BTI's Board of
Directors.
Vetrotex considered presenting a different slate of candidates for election
to BTI's Board of Directors at the Annual Meeting. However, BTI's Bylaws
prohibit shareholders from nominating any other candidate at this year's Annual
Meeting unless they have given advance notice to the BTI Board of Directors by
March 19, 2000 (the "Advance Notice Bylaw"). Shareholders will have an
opportunity at the Special Meeting to consider removal of the BTI Board of
Directors and election of new directors to fill any resulting vacancies.
Vetrotex reserves the right to challenge the validity of the Advance Notice
Bylaw and to take such further actions as it considers appropriate in connection
with election or removal of BTI directors or in connection with various
defensive measures that the BTI Board of Directors has taken or may take in
relation to the CertainTeed Offer.
Vetrotex takes no position with respect to BTI's Proposals No. 1 and No. 3
in this solicitation, but does not intend to vote its shares in favor of them.
If no direction is given on any BLUE Proxy Card given to Vetrotex, then Vetrotex
will vote such shares "WITHHOLD" on Proposal No. 1 and "AGAINST" Proposals No. 2
and No. 3. According to BTI's proxy statement dated April 17, 2000 and submitted
by it in connection with the Annual Meeting (the "BTI Proxy Statement"), the six
directors proposed for election at that meeting for a one-year term (Proposal
No. 1) are the same six directors who currently serve on the Board of Directors
(a seventh director, who had served as a nominee of Vetrotex, having earlier
advised of his intention not to stand for re-election). Another proposal to be
presented at the Annual Meeting (Proposal No. 3) is to ratify the action of the
BTI Board of Directors in selecting PricewaterhouseCoopers LLP as independent
accountants for BTI.
The other matter to be presented at the Annual Meeting (Proposal No. 2),
which Vetrotex does oppose, is to approve an amendment made by the BTI Board of
Directors to the BTI 1997 Equity Incentive Plan (the "Plan") to increase the
number of shares of Common Stock available for awards pursuant to the Plan from
an aggregate total of 421,740 shares to 821,740 shares. Note that the BTI Proxy
Statement is internally inconsistent in that in some places it cites an increase
to 821,470 shares, rather than to 821,740 shares. Vetrotex opposes this
amendment because it believes that the possibility of additional stock options
being awarded between the dates of the Annual Meeting and the Special Meeting
could further dilute shareholder interests, perhaps significantly, as the Plan
permits nonqualified stock options to be granted at as little as 50% of the fair
market value of Common Stock. Also, until the CertainTeed Offer has been
completed and until the shareholders have acted at the Special Meeting, no harm
will be caused to potential optionees, particularly in view of current BTI
Common Stock prices following announcement of the CertainTeed Offer.
No proposals by Vetrotex with regard to either the Annual Meeting or the
Special Meeting are included in this proxy statement and solicitation. All
proposals by Vetrotex are to be acted upon at the Special Meeting and will be
contained in a separate proxy solicitation statement to be filed by Vetrotex. In
our judgment, to express your support of
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our future proposals outlined below under "The CertainTeed Offer and Proposed
Merger," you should deliver proxies to us, in opposition to Proposal No. 2, and
withhold proxies or revoke those already given in favor of that proposal.
CONSEQUENTLY, VETROTEX OPPOSES THE BTI BOARD OF DIRECTORS' PROXY SOLICITATION
REGARDING PROPOSAL NO. 2 AND URGES YOU NOT TO SIGN THE WHITE PROXY CARD SENT TO
YOU BY BTI.
EVEN IF YOU PREVIOUSLY SIGNED AND RETURNED BTI'S WHITE PROXY CARD, YOU HAVE
THE RIGHT TO CHANGE YOUR VOTE. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED
BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. YOUR PROMPT ACTION IS
IMPORTANT. PLEASE RETURN THE BLUE PROXY CARD TODAY.
IF YOUR SHARES ARE HELD IN "STREET NAME," ONLY YOUR BROKER OR BANKER CAN
VOTE YOUR SHARES. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND
INSTRUCT HIM OR HER TO VOTE A BLUE PROXY CARD ON YOUR BEHALF TODAY.
If you have any questions about giving your proxy or if you require
assistance, please call Innisfree M&A Incorporated ("Innisfree"), the firm
assisting Vetrotex in this solicitation, at the phone numbers shown below:
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
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SUMMARY OF BTI PROPOSALS
BTI's Board of Directors is soliciting proxies (the "BTI Proxy
Solicitation") in favor of three separate proposals. Each of the BTI proposals
(the "BTI Proxy Proposals") is set forth below:
BTI PROPOSAL NO. 1
To elect six members of the Board of Directors, all of whom are currently
serving as directors of BTI;
BTI PROPOSAL NO. 2
To approve an amendment made by the BTI Board of Directors to the BTI 1997
Equity Incentive Plan to increase the number of shares of Common Stock available
for awards under that Plan from 421,740 to 821,740; and
BTI PROPOSAL NO. 3
To ratify the action of the BTI Board of Directors in selecting
PricewaterhouseCoopers LLP as independent accountants for BTI.
Vetrotex believes that BTI Proxy Proposals No. 1 and No. 3 are routine
matters which would have been proposed in any event at BTI's Annual Meeting.
However, Vetrotex believes it is better to determine these issues at the same
time as shareholders determine proposals in furtherance of the CertainTeed Offer
which may be made by Vetrotex with respect to the Special Meeting. Therefore,
although Vetrotex intends to vote its shares against all three BTI Proxy
Proposals, for purposes of this solicitation, we are soliciting proxies in
opposition to only BTI Proxy Proposal No. 2.
REASONS FOR OPPOSING THE BTI BOARD OF DIRECTORS' SOLICITATION
WITH RESPECT TO BTI PROXY PROPOSAL NO. 2
(PROPOSED AMENDMENT TO BTI'S 1997 EQUITY INCENTIVE PLAN)
According to the BTI Proxy Statement, BTI adopted the Plan in January 1997.
In March 2000, the Board of Directors unanimously adopted, subject to
shareholder approval, an amendment to the Plan purportedly to enhance the
flexibility of the Board of Directors and its Compensation Committee (the
"Committee") in granting stock-related awards, including stock options, to BTI's
employees, directors and consultants.
PROPOSED AMENDMENT
According to the BTI Proxy Statement, the proposed amendment increases the
aggregate number of shares of Common Stock authorized for issuance under the
Plan from 421,740 shares to 821,740 shares, subject to adjustment from time to
time for stock dividends and certain other changes in capitalization as provided
in the Plan. Note, however, that the BTI Proxy Statement is internally
inconsistent in some places, including the proxy card, citing an increase to
821,470 shares rather than 821,740 shares. The Board of Directors purportedly
adopted this proposed amendment to ensure that there will be a sufficient
reserve of shares to permit further grants to existing and new employees,
directors and consultants at levels determined appropriate by the BTI Board of
Directors and the Committee. The BTI Proxy Statement states that BTI anticipated
that the proposed increase will provide a sufficient number of shares to cover
stock option grants made over a period of approximately three years. As of March
24, 2000, stock options to purchase an aggregate of 416,755 shares had been
granted and were outstanding, and 250 option shares had been exercised under the
Plan, leaving 3,567 shares available for future issuance.
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1997 EQUITY INCENTIVE PLAN
According to the BTI Proxy Statement, pursuant to the Plan, the Committee
is authorized to grant incentive stock options, non-statutory stock options,
stock appreciation rights ("SARs"), restricted stock or similar securities
defined thereunder (collectively, "Awards"), all in its discretion, to key
personnel, consultants and directors of BTI or one of its affiliates. The number
of shares and vesting schedules for exercise of the Awards are determined by the
Committee. Incentive stock options are exercisable at the fair market value of
the shares of Common Stock at the time of grant, except in the case of options
granted to persons who own more than 10% of the outstanding Common Stock, who
may only receive options that are exercisable at 110% of such fair market value.
Non-statutory stock options and SARs may be issued with an exercise price of no
less than 50% of such fair market value. Options granted under the Plan are
exercisable for a period of ten years from the date of grant, except that
incentive stock options granted to persons who own more than 10% of the
outstanding Common Stock terminate after five years. The terms and conditions of
incentive stock options are subject to, and intended to comply with, Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). In the event of a
change in control of BTI, the Committee may: (i) provide for the acceleration of
any time period relating to the exercise or realization of an Award; (ii)
provide for the purchase of an Award upon the recipient's request; (iii) adjust
the terms of an Award to reflect the change in control; (iv) cause an Award to
be assumed, or new rights substituted therefor, by another entity; or (v) make
such other provision as the Committee may consider equitable and in the best
interests of BTI. The Plan, as it is proposed to be amended, does not differ in
any material respect from the existing Plan, other than with respect to the
number of shares authorized and reserved for Award grants. The foregoing
description of the Plan is only the summary provided in the BTI Proxy Statement
and is qualified in its entirety by reference to the full text of the Plan, a
copy of which is available upon request from BTI.
With respect to BTI Proxy Proposal No. 2, Vetrotex notes that according to
BTI's Form 10-K filed on March 30, 2000 for the calendar year ending December
31, 1999 (the "Form 10-K"), there were outstanding stock options to purchase an
aggregate of 615,427 shares of Common Stock (which, when compared with the
5,230,823 shares of Common Stock outstanding as of December 31, 1999, represents
approximately 10.5% of the total issued and outstanding shares on a fully
diluted basis). Although only options to purchase an aggregate of 444,542 shares
were exercisable as of December 31, 1999, Vetrotex believes that if the
CertainTeed Offer is consummated, the vesting of all options will be accelerated
and all outstanding stock options will become immediately exercisable. Moreover,
the BTI Proxy Statement indicates that options entitling the holders to purchase
an additional 228,333 shares of Common Stock have been granted since December
31, 1999. Again, if the CertainTeed Offer is consummated, Vetrotex believes that
the vesting of all of these additional share options will become immediately
accelerated. Accordingly, the current options issued and outstanding, now
totaling 843,760 shares under option, represent approximately 14% of all of the
issued and outstanding shares on a fully diluted basis. Vetrotex further
believes that if an additional 400,000 shares are made available for grant of
options, as would be the case if BTI Proxy Proposal No. 2 were to be adopted,
then the potential exists for all options, when exercised, to result in the
issuance of an aggregate of 1,247,327 shares, or approximately 19% of all of the
issued and outstanding shares on a fully diluted basis. This would represent a
significant and material dilution of all shareholders' equity interests.
Moreover, Vetrotex notes that the CertainTeed Offer is conditioned upon BTI
Proxy Proposal No. 2 being defeated, and, therefore, adoption of the amendment
could adversely affect the ability of BTI's shareholders to realize $8.00, net
in cash, now, for their shares.
In addition, Vetrotex believes that the BTI Proxy Statement is materially
misleading in that it characterizes BTI Proxy Proposal No. 2 as being a
"routine" matter, which, if correct, would entitle brokers who hold shares of
BTI Common Stock in street name to vote those shares in the broker's discretion
unless such brokers have received specific voting instructions from the
beneficial owner of such shares. The BTI Proxy Statement specifically states
that this amendment to the Plan is a "routine"
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matter for this purpose. Vetrotex believes that the assertion is directly in
conflict with New York Stock Exchange Rule 452.11 which requires that a member
organization may not vote without customer instructions on any "non-routine"
matter, including specifically any proposal to be voted upon which "authorizes
issuance of stock, or options to purchase stock, to directors, officers or
employees in an amount which exceeds 5% of the total amount of the class
outstanding." Here, the proposed increase of 400,000 shares available for
issuance under stock option grants represents 7.64% of the total issued and
outstanding shares of Common Stock of 5,230,823 shares. On April 28, 2000, BTI
filed an amendment to the BTI Proxy Statement admitting the proposed amendment
to the Plan was in fact a "non-routine" matter and attributing its mistake to a
"ministerial error."
The Plan allows the Committee to grant stock options to employees,
directors and consultants at below-market prices. Specifically, Section 6 of
the Plan states that the Committee may set the option price of any non-statutory
stock option at up to 50% below the Fair Market Value of the Common Stock on the
date the option is awarded. "Fair Market Value" is defined to mean the fair
market value as determined by the Committee "in good faith or in the manner
established by the Committee from time to time." In contrast, the Plan provides
that incentive stock options - which are regulated by Section 422 of the Code -
must have an option price not less than 100% of the fair market value of the
Common Stock on the date of grant. Directors and consultants are ineligible to
receive incentive stock options.
Vetrotex does not believe it is appropriate to allow the BTI Board of
Directors or the Committee to grant a substantial number of additional stock
options at below-market prices, particularly in light of the pending CertainTeed
Offer.
The BTI Proxy Statement states that only 3,567 shares remain available for
issuance under the Plan, out of a total of 421,740 shares. What the BTI Proxy
Statement fails to disclose is that over 54% of the outstanding options under
the Plan were granted within the first three months of the current year. As
compared to the 416,755 option shares stated to be outstanding as of March 24,
2000, the Form 10-K indicated that there were only 189,840 option shares
outstanding under the Plan as of December 31, 1999.
BTI's employees already hold a substantial number of stock options. Thus,
according to the BTI Proxy Statement and the Form 10-K, the previously granted
stock options amount to a total of 843,760 shares. According to the BTI Proxy
Statement, all of these options will become exercisable upon a change in
control. If exercised today, this number of shares would increase the
outstanding shares by 16.1%, from the current level of 5,230,823 shares of
Common Stock outstanding today. We recognize that some of these options have
exercise prices of more than $8.00 per share, and therefore presumably would not
be exercised in order to tender into the CertainTeed Offer at $8.00 per share.
This fact notwithstanding, the accelerated exercise of all remaining stock
options would increase the outstanding shares by 15.4%. While we do not know
enough about the terms of and reasons for the recent round of option grants to
object to them, the fact that such a large option grant was made so recently
suggests that there is no compelling reason to authorize the BTI Board to grant
more options anytime soon.
The CertainTeed Offer already extends to all shares that might be issued
under the stock options that are currently outstanding. The cost of buying these
additional shares has been factored into the $8.00 net price. However, we
believe that it would be wholly inappropriate for the BTI Board of Directors to
grant a substantial number of new options in the face of the CertainTeed Offer,
particularly at below-market prices.
In a recent amendment to BTI's Proxy Statement, BTI claims that Vetrotex's
representative on the BTI Board of Directors was Chairman of the Compensation
Committee and approved the grant of all of these options. Although Vetrotex,
both directly and through Mr. Sharpe, has consistently supported BTI's employee
stock option program, particularly where options were granted to employees other
than senior management, Mr. Sharpe did not participate in the Board of
Director's decision to recommend the 400,000 share increase in the shares
available for grant under the Plan. Vetrotex believes that, if approved, such
amendment would permit the BTI Board of Directors to grant management or even
themselves substantial additional options at below-market prices. Such grants
would result in unfavorable accounting treatment for BTI and, depending upon the
size of the bargain element in such grants and to whom such grants were made,
could result in unfavorable tax treatment to BTI. A recent press release by BTI
suggests that its Board of Directors will not grant further options to senior
management for 90 days. Not only is such a Board resolution non-binding, but no
assurance was given that grants would not be made to directors or that grants
would not be made at below-market prices. The BTI Board of Directors has also
recently granted very generous severance agreements in favor of its senior
management.
The CertainTeed Offer contains a condition that the proposed amendment to
the Plan be defeated. Under the CertainTeed Offer, Purchaser will not be
required to accept for payment the tendered shares of Common Stock and may
terminate the CertainTeed Offer, if:
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"(11) the Company's shareholders shall have approved the Company's
proposed amendment to its 1997 Equity Incentive Plan included in the
Company's Proxy Statement dated April 17, 2000, or any similar proposal."
GIVEN THESE REASONS, VETROTEX OPPOSES BTI PROXY PROPOSAL NO. 2 AND URGES
YOU NOT TO SIGN THE WHITE PROXY CARD SENT TO YOU BY BTI IN FAVOR OF THAT
PROPOSAL. INSTEAD, VETROTEX URGES YOU TO FILL OUT, SIGN AND RETURN THE ENCLOSED
BLUE PROXY CARD.
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THE CERTAINTEED OFFER AND PROPOSED MERGER
On April 20, 2000, Parent and Purchaser commenced the CertainTeed Offer.
The CertainTeed Offer is conditioned upon, among other things: (i) the
acquisition of Shares pursuant to the CertainTeed Offer and the Proposed Merger
(as defined below) having been approved by the BTI Board of Directors for
purposes of Section 611-A of the MBCA (the "Business Combination Statute") or
Purchaser being satisfied, in its sole discretion, that the Business Combination
Statute is invalid or otherwise inapplicable to the CertainTeed Offer and the
Proposed Merger; (ii) the Rights having been redeemed by the BTI Board of
Directors or the Purchaser 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 (iii) the BTI shareholders having not
approved BTI Proxy Proposal No. 2 to amend the Plan.
Subject to the fulfillment of their fiduciary duties as directors of BTI,
any future nominees of Vetrotex to replace the BTI directors (assuming they are
removed as directors at the Special Meeting), will, if elected as directors of
BTI, cause BTI to enter into an agreement with Purchaser providing for a merger
or similar business combination (the "Proposed Merger") in which holders of
shares of BTI Common Stock would receive cash consideration per Share of BTI
Common Stock equal to the Offer Price. Such nominees also would take whatever
other actions are appropriate, subject to fulfillment of their fiduciary duties
as directors of BTI, to facilitate the CertainTeed Offer and the Proposed
Merger, including approving the CertainTeed Offer and the Proposed Merger for
purposes of the Business Combination Statute.
Such nominees, subject to fulfillment of their fiduciary duties as
directors of BTI, would also intend to seek the required approval of a majority
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).
Complete information about the CertainTeed Offer is contained in the Offer
to Purchase, which is available upon request from Innisfree M&A Incorporated
("Innisfree"), the information agent for the CertainTeed Offer, and in the
Tender Offer Statement on Schedule TO (the "Schedule TO"), which was filed by
Purchaser and Parent with the Securities and Exchange Commission (the
"Commission") on April 20, 2000, as amended. The Schedule TO and any amendments,
including exhibits, may be obtained from the Commission's web site at
http://www.sec.gov, and copies are also obtainable upon request from Innisfree.
See also "CERTAIN INFORMATION CONCERNING PARENT, PURCHASER AND SAINT-GOBAIN"
below.
LITIGATION
On April 26, 2000, BTI filed a complaint in the United States District
Court for the District of Maine against Vetrotex, Purchaser, Parent 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 judgement that Saint-
Gobain violated Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended, and that the CertainTeed Offer was improperly commenced and is null
and void. The complaint also seeks monetary damages and costs.
Defendants have vigorously contested all allegations in the complaint and
will continue to do so. 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.
10
<PAGE>
THE PROXY PROCEDURE
According to BTI's Proxy Statement, the unrevoked proxies of the holders of
not less than a majority of the shares of Common Stock outstanding and entitled
to vote on the Record Date (as defined below) must be obtained, within the time
limits specified in BTI's Bylaws, to adopt BTI Proxy Proposals No. 2 and No. 3.
For BTI Proxy Proposal No. 1, the BTI Proxy Statement provides that, assuming
the presence of a quorum, directors of BTI are elected by majority vote of the
shares of Common Stock present in person or by proxy and voting in the election
of directors. Each share of Common Stock is entitled to one vote per share. A
failure to give a proxy or a broker non-vote will have the same effect as a vote
against such proposals.
BTI has announced that the Annual Meeting will be held at 10:00a.m. on May
16, 2000 at the Marriott at Sable Oaks, 200 Sable Oaks Drive, South Portland,
Maine 04106. Under Article II, Section 6 of BTI's Bylaws, for the purpose of any
vote at a regular or special shareholders' meeting, the Board may fix a record
date, which record date shall not be more than 60 nor less than 10 days prior to
the date of such meeting. According to the BTI Proxy Statement, the BTI Board of
Directors fixed a record date of March 24, 2000 (the "Record Date") for the
Annual Meeting, and as of the Record Date, there were 5,230,823 shares of Common
Stock issued and outstanding.
A shareholder may revoke any previously signed proxy by signing, dating and
returning a BLUE Proxy Card. If no direction is made on the BLUE Proxy Card with
respect to the BTI Proxy Proposals, all previously executed proxies with respect
to such BTI Proxy Proposals will be revoked. Proxies may also be revoked by
delivery of a written proxy revocation to Vetrotex. SHAREHOLDERS ARE URGED,
HOWEVER, TO DELIVER ALL PROXY REVOCATIONS TO INNISFREE, THE FIRM ASSISTING
VETROTEX IN THIS SOLICITATION, AT 501 MADISON AVENUE, 20TH FLOOR, NEW YORK, NEW
YORK 10022. Vetrotex requests that if a BLUE Proxy Card or other means of proxy
revocation is instead delivered to BTI, a photostatic copy of such revocation
also be delivered to Vetrotex, c/o Innisfree, at the address set forth above, so
that Vetrotex will be aware of all revocations or subsequent votes. Any proxy
delivered to Vetrotex may be revoked at any time by signing, dating and
returning to Vetrotex or BTI a subsequently dated BLUE Proxy Card sent to you by
Vetrotex, or by delivery of a written revocation of such proxy to Vetrotex or
BTI.
If any shares of BTI Common Stock that you owned on the Record Date were
held for you in an account with a stock brokerage firm, bank nominee or other
similar "street name" holder, you are not entitled to vote such shares directly,
but rather must give instructions to the stock brokerage firm, bank nominee or
other "street name" holder to grant or revoke proxies for the shares of BTI
Common Stock held in your name. Accordingly, you should contact the person
responsible for your account and direct him or her to execute the enclosed BLUE
Proxy Card on your behalf. You are urged to confirm in writing your instructions
to the person responsible for your account and provide a copy of those
instructions to Vetrotex, c/o Innisfree, at the address set forth above, so that
Vetrotex will be aware of your instructions and can attempt to ensure such
instructions are followed. Your vote on our BLUE Proxy Card will be a "WITHHOLD"
vote on BTI Proxy Proposal No. 1 and a vote "AGAINST" BTI Proxy Proposals No. 2
and No. 3.
11
<PAGE>
YOU HAVE THE RIGHT TO REVOKE ANY PROXY YOU MAY HAVE PREVIOUSLY GIVEN TO
BTI. TO DO SO, YOU NEED ONLY SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE THE BLUE PROXY CARD WHICH ACCOMPANIES THIS PROXY STATEMENT. IF
YOU DO NOT INDICATE A SPECIFIC VOTE ON THE BLUE PROXY CARD WITH RESPECT TO ONE
OR MORE OF THE BTI PROXY PROPOSALS, THE PROXY CARD WILL BE USED TO VOTE
"WITHHOLD" ON BTI PROXY PROPOSAL NO. 1 AND TO VOTE "AGAINST" BTI PROXY PROPOSALS
NO. 2 AND NO. 3.
IF YOU DO NOT SUPPORT THE BTI PROXY PROPOSALS AND HAVE NOT SIGNED A BTI
PROXY, YOU MAY SHOW YOUR OPPOSITION TO THE BTI PROXY PROPOSALS, AND PARTICULARLY
BTI PROXY PROPOSAL NO. 2, BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE
PROXY CARD. THIS WILL BETTER ENABLE VETROTEX TO KEEP TRACK OF HOW MANY
SHAREHOLDERS OPPOSE THE BTI PROXY PROPOSALS.
Vetrotex has retained Innisfree to assist in communicating with
shareholders in connection with this solicitation and to assist in our efforts
to obtain proxies. If you have any questions about how to complete or submit
your BLUE 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.
BOARD OF DIRECTORS
The following table identifies the current members of the Board of
Directors of BTI, all of whom have been nominated for a one-year term to expire
at the year 2001 Annual Meeting:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH COMPANY 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>
David E. Sharpe, an executive officer of Vetrotex, had served as one of the
seven directors of BTI since 1993. On or about March 14, 2000, Mr. Sharpe
informed BTI that he did not intend to stand for re-election at the next Annual
Meeting. None of Vetrotex, Purchaser, Parent, or Saint-Gobain, nor any of their
affiliates, has suggested a nominee to replace him, nor do they have any
contractual right to do so. Mr. Sharpe resigned as a director effective May 1,
2000.
The purpose of the CertainTeed Offer is to enable Parent to acquire control
of, and the entire equity interest in, BTI. Parent believes that in order to do
this, it or one of its affiliates must control the BTI Board of Directors to
ensure that the impediments to the CertainTeed Offer and the Proposed
12
<PAGE>
Merger are removed, including in particular approving the CertainTeed Offer and
the Proposed Merger for purposes of the Business Combination Statute and
redeeming the Rights, both of which will require the approval of a majority of
the BTI Board of Directors.
Parent and Purchaser believe that the Offer and Proposed Merger are in the
best interests of the BTI shareholders and that the Offer Price is a fair price
for the Shares because it reflects a premium of approximately 46% over the $5.50
closing price for the Common Stock on the Nasdaq Stock Market on April 14, 2000,
the last full trading day preceding the public announcement of the CertainTeed
Offer.
Vetrotex, Parent and Purchaser believe that even if these nominees are re-
elected at the Annual Meeting scheduled for May 16, 2000, it may be necessary to
consider appropriate board representation at the Special Meeting, at which time
the BTI shareholders may choose between the CertainTeed Offer and any specific
proposals made by Vetrotex in connection with that Special Meeting to facilitate
the CertainTeed Offer, on the one hand, and whatever proposals the BTI Board of
Directors may make between now and the Special Meeting, on the other hand.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table is derived from BTI's Proxy Statement and sets forth
information as of April 12, 2000 regarding beneficial ownership of Common Stock
of each person who is known by BTI to own beneficially more than five percent
(5%) of the Common Stock, each director, each nominee and each "named executive
officer" (as defined in Item 402 of Regulation S-K), certain other executive
officers and all directors and executive officers as a group. Vetrotex has not
independently verified this information, other than the number of shares shown
to be owned by it.
<TABLE>
<CAPTION>
NAME OF OWNER NUMBER(1) PERCENT(1)
<S> <C> <C>
Vetrotex .................................................... 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
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
NAME OF OWNER NUMBER(1) PERCENT(1)
<S> <C> <C>
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, Nominees and Executive Officers as a group (10
persons) ................................................... 550,508 9.9%
</TABLE>
- ------------------------
+ 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 has a right to acquire within
sixty (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.
(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 Commission on February 2, 2000.
14
<PAGE>
(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 Commission on February 3, 2000.
CERTAIN INFORMATION CONCERNING PARENT,
PURCHASER AND SAINT-GOBAIN
Purchaser is a newly incorporated Maine corporation and an indirect wholly
owned subsidiary of Parent organized to acquire BTI. The principal executive
offices of Purchaser are located at 750 E. Swedesford Road, Valley Forge,
Pennsylvania 19482. Since its incorporation on April 14, 2000, Purchaser has not
conducted any business other than in connection with the CertainTeed Offer.
Until immediately prior to the time Purchaser purchases Shares pursuant to the
CertainTeed Offer, it is not anticipated that Purchaser will have any
significant assets or liabilities or engage in activities other than those
incident to its formation and capitalization and the transactions contemplated
by the CertainTeed Offer. Because Purchaser is a newly-formed corporation and
has minimal assets and capitalization, no meaningful financial information
regarding Purchaser is available.
Parent is a Delaware corporation and an indirect wholly owned subsidiary of
Saint-Gobain, with principal executive offices located at 750 E. Swedesford
Road, Valley Forge, Pennsylvania 19482. The principal business of Parent 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.
Saint-Gobain, a French corporation, is a publicly-owned holding 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 office is 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 Purchaser, Parent or Saint-Gobain has a class of securities
registered under the Securities Exchange Act of 1934, as amended, and,
accordingly, none of these companies is required to file periodic reports, proxy
statements or other information with the Commission relating to its business,
financial condition or other matters.
15
<PAGE>
PARTICIPANTS IN THE SOLICITATION
Vetrotex has retained Innisfree, at an estimated fee of $50,000, plus
reasonable out-of-pocket expenses, to assist in the solicitation of proxies, as
well as to assist Vetrotex, Parent, Purchaser and Saint-Gobain with their
communications with BTI shareholders with respect to, and to provide other
services to Vetrotex in connection with, Vetrotex's opposition to the BTI Proxy
Solicitation. Approximately 75 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 the Shares. Vetrotex has 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 Parent and
Purchaser in connection with the CertainTeed Offer and related transactions.
Parent and Purchaser have agreed to pay Lehman Brothers in connection therewith.
Parent and Purchaser have also agreed to reimburse Lehman Brothers for its
reasonable out-of-pocket expenses, including the reasonable fees and expenses of
their 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," as such term is defined in Schedule 14A promulgated under the
Securities Exchange Act of 1934, as amended, in the proxy solicitation; 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 certain 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 Steve Cruise. 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 their customers and, accordingly, may at any time hold a long or
short position in such securities. Lehman Brothers has informed Vetrotex and
Parent that, as of the date hereof, it does not hold 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 disclaim beneficial ownership of such shares.
Vetrotex, Purchaser, Parent, and Saint-Gobain, and certain other 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
Parent: George B. Amoss, Vice President-Finance, and John J. Sweeney, III, Vice
President. No such participants will receive any additional compensation for
such activities. Except as otherwise disclosed in this Proxy Statement, none of
such persons, and none of Vetrotex, Parent, Purchaser, or Saint-Gobain, own any
Common Stock or have any other substantial interest, direct or indirect, in BTI.
Currently, BTI purchases approximately one-third of its fiber glass requirements
from Vetrotex. In addition, an executive officer of Parent 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.
DISSENTERS' RIGHTS
Shareholders of BTI are not entitled to dissenters' rights in connection
with the BTI Proxy Proposals or the CertainTeed Offer.
If the Proposed Merger is consummated, dissenters' rights would be provided
in accordance with the MBCA. In that event, any issued and outstanding shares of
BTI Common Stock held by persons who object to the Proposed Merger and otherwise
comply with all the provisions of the MBCA concerning the right of shareholders
to dissent from the Proposed Merger and require valuation of their shares of BTI
Common Stock, will not be converted into the right to receive the consideration
to be paid pursuant to the Proposed Merger, but will become the right to receive
payment of the "fair value" of their shares of BTI
16
<PAGE>
Common Stock (exclusive of any element of appreciation or depreciation in
anticipation of the Proposed Merger).
Dissenters' rights cannot be exercised at this time. Shareholders who will
be entitled to dissenters' rights in connection with the Proposed Merger will
receive additional information concerning any available dissenters' rights and
the procedures to be followed in connection therewith before the shareholders
have to take any action relating thereto.
EXECUTING A WRITTEN REVOCATION OF A PRIOR PROXY, OR THE GRANTING OF A PROXY
WITH RESPECT TO THE BTI PROXY PROPOSALS, WILL NOT PREVENT A SHAREHOLDER FROM
EXERCISING HIS OR HER DISSENTERS' RIGHTS AND DEMANDING APPRAISAL OF HIS OR HER
SHARES IN CONNECTION WITH THE PROPOSED MERGER.
SHAREHOLDER PROPOSALS
According to the BTI Proxy Statement, any shareholder that wants to submit
a proposal for consideration at BTI's next Annual Meeting 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 the Proposed Merger are consummated during 2000, BTI will no longer be a
publicly reporting company and will not be subject to the proxy statement
requirements of the Securities Exchange Act of 1934, as amended.
VETROTEX CERTAINTEED CORPORATION
, 2000
- ----------- ---
IMPORTANT
1. If your shares are registered in your own name, please sign, date and mail
the enclosed BLUE Proxy Card to Innisfree in the postage-paid envelope
provided.
2. If you have previously signed and returned a WHITE proxy card to BTI, you
have every right to change your vote. Only your latest dated card will
count. You may revoke any WHITE proxy card already sent to BTI by signing,
dating and mailing the enclosed BLUE 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 it can sign a BLUE Proxy Card with respect to your
shares and only after receiving your specific instructions. Accordingly,
please sign, date and mail the enclosed BLUE Proxy Card in the postage-paid
envelope provided. To ensure that your shares are voted, you should also
contact the person responsible for your account and give instructions for a
BLUE Proxy Card to be issued representing your shares.
4. After signing the enclosed BLUE Proxy Card, do not sign or return the WHITE
proxy card. Do not even use BTI's WHITE proxy card to indicate your
opposition to the BTI Proxy Proposals. If you have any questions about
giving your revocation of proxy or 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
17
<PAGE>
Vetrotex CertainTeed Corporation
750 E. Swedesford Road
Valley Forge, PA 19482
ANNUAL MEETING OF SHAREHOLDERS OF BRUNSWICK TECHNOLOGIES, INC. - MAY 16, 2000
PROXY SOLICITED ON BEHALF OF 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 2000 Annual Meeting of Shareholders of BRUNSWICK TECHNOLOGIES, INC. to be
held at the Marriott at Sable Oaks, 200 Sable Oaks Drive, South Portland, Maine
04106, on Tuesday, May 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 Annual Meeting, all as indicated in the Notice of Annual 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
"WITHHOLD" ON PROPOSAL NO. 1 AND "AGAINST" PROPOSALS NO. 2 AND NO. 3.
________________________________________________________________________________
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE
________________________________________________________________________________
<PAGE>
VETROTEX RECOMMENDS A VOTE "WITHHOLD" ON PROPOSAL NO. 1 BELOW
1. To set the number of Directors at seven and to elect the following nominees:
Martin S. Grimnes Max G. Pitcher
William M. Dubay Peter N. Walmsley
Richard J. Corbin Kenneth J. Hattan
FOR all Nominees [ ] WITHHOLD [ ]
VETROTEX RECOMMENDS A VOTE "AGAINST" PROPOSAL NO. 2 BELOW
2. Approval of an amendment to BTI's 1997 Equity Incentive Plan to increase the
number of available shares of common stock available for awards from 421,740
to 821,470.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
VETROTEX RECOMMENDS A VOTE "AGAINST" PROPOSAL NO. 3 BELOW
3. Ratification of the appointment of PriceWaterhouseCoopers LLP as
independent auditors of the Company.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In his or her discretion, the Proxy is authorized to vote upon any other
business that may come before the meeting or at any adjournment(s) or
postponement(s) thereof.
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.
