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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
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:
My company (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, my company's immediate parent (CertainTeed Corporation) announced an
intention to make a tender offer for all outstanding BTI shares not already
owned by Vetrotex. Our 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 our 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 fill out and sign the BLUE
proxy card, in order to register your vote on this matter.
On April 17, Vetrotex exercised its rights under Maine law and the BTI
Bylaws to call a Special Meeting of Shareholders. BTI has not yet responded by
setting a date for that meeting. The purpose of the Special Meeting would be 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) to 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 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 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.
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
Corporations 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 certain rights to set the date of the Special Meeting. To
Vetrotex's knowledge, no such date has yet been set. However, under Section
604(2)(A) of the MBCA, the date of the Special Meeting must occur within sixty
(60) days after Vetrotex's request (i.e., by 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"). Therefore, Vetrotex does not intend
to solicit proxies in opposition to the re-election of the current BTI Board of
Directors. Instead, 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.
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 final 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
once the date of the Special Meeting has been set. 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 once a date
for the Special Meeting has been set. 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 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.
Vetrotex also opposes this proposed amendment for the other reasons set
forth below.
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.
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.
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 BTI Proposal, No. 2, all previously executed proxies with respect to
such BTI Proxy Proposal No. 2 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 vote
AGAINST BTI Proxy Proposal No. 2.
You should understand that if you fail to give instructions to the stock
brokerage firm, bank nominee or other similar "street name" holder of your
shares, that firm is permitted to vote your shares at their discretion on
"routine" matters. The uncontested election of directors and the ratification of
independent accountants are "routine" matters for this purpose. However, we
believe that under the New York Stock Exchange member rules, BTI Proxy Proposal
No. 2 relating to the amendment of the Plan is not such a "routine" matter and
that the street name holder does not have discretion to vote YOUR SHARES.
However, because of misleading statements contained in the BTI Proxy Statement,
Vetrotex is concerned that some street name holders may inadvertently or
otherwise purport to exercise their discretion to vote YOUR SHARES in favor of
BTI Proxy Proposal No. 2, and they cannot do so if you promptly communicate your
instructions to the contrary to them.
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 IN ACCORDANCE
WITH VETROTEX'S RECOMMENDATION TO VOTE ANY PROXY WITH RESPECT TO SUCH PROPOSALS
AND TO VOTE NO ON BTI PROPOSAL NO. 2.
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 (other than Mr. Sharpe, who requested that he not
be renominated) 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
David E. Sharpe 58 Director 1993
Peter N. Walmsley 64 Director 1991
</TABLE>
David E. Sharpe, an executive officer of Vetrotex, has 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, Parent, Purchaser 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.
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 taken 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.
<TABLE>
<CAPTION>
NAME OF OWNER NUMBER(1) PERCENT(1)
<S> <C> <C>
David E. Sharpe(2) .......................................... 713,746 13.65%
Director
Vetrotex(2) ................................................. 713,746 13.65%
Martin S. Grimnes(3) ........................................ 288,204 5.51%
Chairman, Chief Executive Officer and Director
William M. Dubay(4) ......................................... 110,243 2.11%
President, Chief Operating Officer and Director
Robert Fuller(5) ............................................ 69,537 1.3%
Vice President, Sales
Max G. Pitcher(6) ........................................... 11,534 *
Director
Peter N. Walmsley(7) ........................................ 8,976 *
Director
Richard J. Corbin(8) ........................................ 5,149 *
Director
Kenneth J. Hatten(9) ........................................ 2,125 *
Director
Alan M. Chesney(10) ......................................... 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(11) ....................................... 42,645 *
Vice President, Manufacturing
Dimensional Fund Advisors, Inc.(12) ......................... 334,200 5.69%
Wellington Management Company, LLP(13) ...................... 460,000 9.78%
All Directors, Nominees and Executive Officers as a group (10
persons) ................................................... 1,264,254 22.8%
</TABLE>
- ------------------------
+ The address of Messrs. Sharpe, 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 713,746 shares of Common Stock beneficially owned by Vetrotex. Mr.
Sharpe, currently a director of the Company who is not standing for
reelection, is the Vice President, Sales and Marketing, of Vetrotex. Mr.
Sharpe disclaims beneficial ownership of shares held or beneficially owned
by Vetrotex.
(3) Includes 141,004 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(4) Includes 96,673 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(5) Includes 69,537 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(6) Includes 4,900 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(7) Includes 3,400 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(8) Includes 1,500 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(9) 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.
(10) Includes 4,640 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(11) Includes 42,345 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(12) 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>
(13) 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 is subject to the informational
requirements of the Exchange Act and, accordingly, does not file periodic
reports, proxy statements or other information with the Commission relating to
its business, financial condition or other matters.
Annex I sets forth certain information relating to the ownership of BTI
Common Stock by Purchaser, Parent, and certain of Parent's employees and
representatives, and with respect to certain transactions between any of them,
or Vetrotex and BTI.
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 revocation 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 is 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, Steve Cruise and Todd VanderMolen. 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.
Directors, officers and other employees Vetrotex, Parent Purchaser and
Saint-Gobain may also, without additional compensation, solicit proxies. 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 or 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.
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>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
_________________________________
BRUNSWICK
TECHNOLOGIES, INC.
_________________________________
RECORD DATE SHARES: __________
[Name and Address
of Shareholder]
________________
Date
Please be sure to sign and date this Proxy
________________________________________________________________________________
Shareholder sign here Co-owner sign here
________________________________________________________________________________
Vote AGAINST Proposal 2, which is an amendment to the Company's Equity Incentive
Plan to increase the number of available shares of common stock available for
awards from 421,740 to 821,740.
[ ]
In his discretion, the Proxy is authorized to vote upon any other business that
may properly come before the meeting or at any adjournment(s) thereof.
Mark box at right if an address change or comment has
Been noted on the reverse side of this card. [ ]
________________________________________________________________________________
DETACH CARD DETACH CARD
VETROTEX
CERTAINTEED CORPORATION
Dear Shareholder,
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to your Corporation that require
your immediate attention and approval. These are discussed in detail in the
enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the box on this proxy card to indicate that your shares will
be voted AGAINST Proposal No. 2. Then sign the card, detach it and return your
proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, May
16, 2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
VETROTEX CERTAINTEED CORPORATION
[Name and address of Shareholder]
<PAGE>
Vetrotex CertainTeed Corporation
750 E. Swedesford Road
Valley Forge, PA 19482
ANNUAL MEETING OF STOCKHOLDERS - MAY 16, 2000
PROXY SOLICITED ON BEHALF OF VETROTEX CERTAINTEED CORPORATION
The undersigned, revoking all prior proxies, hereby appoints John R. Mesher
and George B. Amoss, or either 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 or adjournments thereof. The
undersigned hereby directs the said Proxy to vote in accordance with his
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 matter 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
"AGAINST" PROPOSAL 2.
________________________________________________________________________________
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE
________________________________________________________________________________
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees, custodians, and other fiduciaries
should indicate the capacity in which they sign, 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.
________________________________________________________________________________
