<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
Brunswick Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001
- --------------------------------------------------------------------------------
(Title of Class of Securities)
117394 10 6
- --------------------------------------------------------------------------------
(CUSIP Number)
John R. Mesher, Esq.
CertainTeed Corporation
750 E. Swedesford Road
Valley Forge, Pennsylvania 19482
(610) 341-7108
------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 17, 2000
----------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
Note: See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- -------------------------- ------------------------
CUSIP No. 117394 10 6 Page 2 of 8 Pages
- -------------------------- ------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Compagnie de Saint-Gobain
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
France
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 713,746
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 713,746
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
713,746
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO, HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- -------------------------- ------------------------
CUSIP No. 117394 10 6 Page 3 of 8 Pages
- -------------------------- ------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CertainTeed Corporation
IRS No. 23-2510893
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 713,746
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 713,746
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
713,746
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 117394 10 6 Page 4 of 8 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vetrotex CertainTeed Corporation
IRS No. 23-2644476
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 713,746
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 713,746
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
713,746
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the
common stock, par value $0.0001 per share ("Common Stock") of Brunswick
Technologies, Inc., a Maine corporation ("BTI"). The address of the principal
executive offices of BTI is 43 Bibber Parkway, Brunswick, Maine 04011.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Statement is filed on behalf of: (i)
Compagnie de Saint-Gobain, a French corporation ("Saint-Gobain"), the principal
business address of which is Les Miroirs, 18, avenue d'Alsace, 92400 Courbevoie,
France (Postal Address Les Miroirs, 92096 La Defense Cedex (France)); (ii)
CertainTeed Corporation, a Delaware corporation and an indirect, wholly owned
subsidiary of Saint-Gobain ("CertainTeed"), the principal business address of
which is 750 East Swedesford Road, Valley Forge, Pennsylvania 19482; and (iii)
Vetrotex CertainTeed Corporation, a Delaware corporation and a wholly owned
subsidiary of CertainTeed ("Vetrotex"), the principal business address of which
is 4515 Allendale Road, Wichita Falls, Texas 76310. Saint-Gobain, CertainTeed
and Vetrotex are hereinafter collectively referred to as the "Reporting
Persons."
Saint-Gobain 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 business is holding
interests in other companies. 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.
The principal business of CertainTeed is the manufacture of roofing;
vinyl and fiber cement siding; vinyl windows; vinyl fencing, deck and railing;
ventilation products; piping products; fiber glass insulation; and fiber
glass products for reinforcing plastics and other materials. The principal
business of Vetrotex is the manufacture of fiber glass reinforcement products.
The name, business address, present principal occupation or employment
and citizenship of each executive officer and director of the Reporting Persons
is set forth in Schedule I hereto and incorporated herein by reference.
(d) and (e). During the last five years, none of the Reporting
Persons, nor, to the best knowledge of the Reporting Persons, any person named
in Schedule I hereto has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
<PAGE>
Page 6 of 8 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As earlier reported, Vetrotex purchased certain shares of BTI
Preferred Stock and certain shares of BTI Common Stock in August 1993. The funds
used to purchase these shares came from the working capital of Vetrotex.
On February 4, 1997, in connection with BTI's initial public
offering, the Common Stock was split 33 for 1, the Preferred Shares held by
Vetrotex were converted into Common Stock, and BTI issued additional shares of
Common Stock to Vetrotex in payment of accrued dividends on the Preferred Stock.
These transactions resulted in Vetrotex holding an aggregate of 713,746 shares
of Common Stock as of February 4, 1997.
ITEM 4. PURPOSE OF TRANSACTION.
(a-j). As previously reported, on April 10, 2000, representatives of the
Reporting Persons made an offer to the Board of Directors of BTI to purchase all
shares of BTI in a negotiated transaction. This offer was at $7.75 per Share in
cash. Beginning late in the day on April 12, 2000, representatives of BTI
responded that its Board of Directors had appointed an independent committee to
consider the proposal, but that such committee was not prepared to enter into
negotiations for a transaction at that time. On April 13 and 14, 2000,
representatives of the Reporting Persons and of BTI conferred in several
telephone conversations, wherein the Reporting Persons indicated that they were
anxious to commence immediate negotiations, but the representatives of BTI
indicated that they were not prepared to evaluate the offer made on April 10 nor
to enter into any meaningful negotiations because BTI had not yet retained
investment banking advisors. The BTI representatives indicated that they would
also require information relating to the specific plans the Reporting Persons
have for BTI and its corporate constituencies (e.g. employees, customers,
suppliers and local communities) before moving forward with such negotiations.
Representatives of the Reporting Persons responded that until they have access
to sufficient information regarding BTI's operations and projections, they
cannot formulate such future plans with any more specificity than had previously
been discussed with BTI's representatives. On Friday, April 14, 2000, BTI's
representatives advised again that they would not be prepared to enter into
discussions regarding a possible negotiated transaction in the near future, but
perhaps would be ready in a couple of weeks. Subsequently, during the weekend
of April 15-16, 2000, the Reporting Persons decided to publicly announce an all
cash tender offer at $8.00 per share on Monday, April 17, 2000 in order for this
offer to be taken directly to the BTI shareholders for their consideration
without further delay.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Vetrotex beneficially owns 713,746 shares of Common Stock
(or approximately 13.6% of the shares that are deemed to be outstanding under
the Rules of the Securities and Exchange Commission). Vetrotex owns outright and
has sole voting and dispositive power with respect to the shares of Common Stock
it beneficially owns. An executive officer of CertainTeed also owns 2,000 shares
of Common Stock, which he purchased for investment in October, 1999. Vetrotex,
CertainTeed and Saint-Gobain expressly disclaim beneficial ownership and voting
power over such shares.
<PAGE>
Page 7 of 8 Pages
CertainTeed directly owns Vetrotex and, as the sole shareholder of
Vetrotex, could be considered a beneficial owner of the 713,746 shares of Common
Stock owned of record by Vetrotex (or approximately 13.6% of the shares that are
deemed to be outstanding under the Rules of the Securities and Exchange
Commission). Saint-Gobain indirectly owns CertainTeed and also could be
considered a beneficial owner of the 713,746 shares of Common Stock owned of
record by Vetrotex (or approximately 13.6% of the shares that are deemed to be
outstanding under the Rules of the Securities and Exchange Commission).
CertainTeed and Saint-Gobain also have sole voting and dispositive power with
respect to the shares of Common Stock of BTI which they could be considered to
beneficially own through Vetrotex.
(c). On February 4, 1997, BTI effected a 33:1 stock split which
included the 2,142 shares of Common Stock originally acquired by Vetrotex in
August 1993, and which following the split became 70,686 shares. On the same
date, 580,800 shares of Common Stock were issued to Vetrotex pursuant to the
conversion of its Preferred Stock and 62,260 additional shares of Common Stock
were issued to Vetrotex in payment of accrued dividends on the Preferred Stock.
(d). Not applicable.
(e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Agreement among Vetrotex, CertainTeed and Saint-Gobain that
this Statement is, and subsequent amendments will be, filed on behalf of each of
them. (Filed on February 4, 1997 as Exhibit 3 to Form 13-D.)
Exhibit 2. Letter dated April 5, 2000 from Roberto Caliari to
Martin S. Grimnes.
Exhibit 3. Letter dated April 10, 2000 from Roberto Caliari to the
Board of Directors of BTI.
Exhibit 4. Letter dated April 17, 2000 from Roberto Caliari to the
Board of Directors of BTI.
Exhibit 5. Press release of CertainTeed Corporation dated
April 17, 2000.
<PAGE>
Page 8 of 8 Pages
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: April 17, 2000 COMPAGNIE DE SAINT-GOBAIN
By: /s/ Gianpaolo Caccini
---------------------
Name: Gianpaolo Caccini
Title: Senior Vice President
CERTAINTEED CORPORATION
By: /s/ George B. Amoss
---------------------
Name: George B. Amoss
Title: Vice President - Finance
VETROTEX CERTAINTEED CORPORATION
By: /s/ George B. Amoss
----------------------------
Name: George B. Amoss
Title: Vice President
<PAGE>
Schedule I
Directors and Executive Officers of
Compagnie de Saint-Gobain
-------------------------
All directors and executive officers listed below are citizens of France, except
for Mr. Breuer, who is a citizen of Germany, Mr. Leal Maldonado, who is a
citizen of Spain, Mr. Neeteson, who is a citizen of The Netherlands, Mr.
Dachowski, who is a citizen of the United Kingdom, and Messrs. Caccini and
Caliari, who are citizens of Italy.
<TABLE>
<CAPTION>
Principal Occupation
Name/Title Business Address or Employment
- ---------- ---------------- --------------------
<S> <C> <C>
Jean-Louis Beffa Compagnie de Saint-Gobain Chairman and Chief Executive
Chairman and Chief Les Miroirs Officer of Compagnie de
Executive Officer 92096 La Defense Cedex Saint-Gobain
France
Isabelle Bouillot Caisse des Depots et Consignations Vice President of Caisse
Director 57, rue de Lille des Depots et Consignations
75007 Paris
France
Dr. Rolf E. Breuer Deutsche Bank AG Chairman of the
Director Taunusanlage 12 Management Board of
60262 Frankfurt Deutsche Bank AG
Germany
Bernard Esambert Group Bollore Vice-Chairman of the Bollore
Director Tour Delmas Group
31-32 quai De Dion-Bouton
92811 Puteaux
France
Pierre Faurre SAGEM Chairman and Chief
Director 6, avenue d'Iena Executive Officer of SAGEM
75783 Paris Cedex 16
France
Eric d'Hautefeuille Compagnie de Saint-Gobain Chief Operating Officer of
Director Les Miroirs Compagnie de Saint-Gobain
92096 La Defense Cedex
France
</TABLE>
-1-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name/Title Business Address or Employment
- ---------- ---------------- --------------------
<S> <C> <C>
Jose-Luis Leal Maldonado Centro Velasquez, 64, 6(degrees) Chairman of the Spanish
Director E-28001 Madrid Banking Association
Spain
Jacques-Louis Lions College de France Professor at the College de
Director 3, rue d'Ulm France (Paris)
75005 Paris
France
Jean-Maurice Malot Saint-Gobain Vitrage Manager of the French Southern
Director Les Miroirs and Western subsidiaries of the
92096 La Defense Cedex Flat Glass Division of
France Compagnie de Saint-Gobain
Jean-Marie Messier Vivendi Group Chairman and Chief Executive
Director 42, avenue de Friedland Officer of Vivendi and
75008 Paris of Cegetel
France
Gerard Mestrallet Suez/Lyonnaise des Eaux Chairman of the Management
Director 1, rue d'Astorg Board of Suez/Lyonnaise des
75008 Paris Eaux
France
Michel Pebereau Banque Nationale de Paris Chairman and Chief Executive
Director 16, boulevard des Italiens Officer of Banque Nationale
75009 Paris de Paris
France
Bruno Roger Lazard Freres & Cie. Managing Partner of Lazard
Director 121, boulevard Haussmann Freres & Cie.
75008 Paris
France
Gianpaolo Caccini Saint-Gobain Corporation Senior Vice President of
Senior Vice President 750 E. Swedesford Road Compagnie de Saint-Gobain;
Valley Forge, PA 19482 President of the Abrasives
Division of Compagnie de
Saint-Gobain; Vice Chairman,
President and Chief Executive
Officer of Saint-Gobain
Corporation; General
Delegate of Compagnie de
Saint-Gobain for the United
States and Canada
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name/Title Business Address or Employment
- ---------- ---------------- --------------------
<S> <C> <C>
Emile Francois Poliet Senior Vice President of
Senior Vice President Les Miroirs Compagnie de Saint-Gobain;
92096 La Defense Cedex President of the Specialized
France Distribution Division of
Compagnie de Saint-Gobain;
Chairman and Chief Executive
Officer of Poliet and Lapeyre
Jean-Francois Phelizon Compagnie de Saint-Gobain Senior Vice President and
Senior Vice President and Les Miroirs Finance Director of
Finance Director 92096 La Defense Cedex Compagnie de Saint-Gobain
France
Claude Picot Saint-Gobain Emballage Senior Vice President of
Senior Vice President Les Miroirs Compagnie de Saint-Gobain;
92096 La Defense Cedex President of the Containers
France Division of Compagnie de
Saint-Gobain
Bernard Field Compagnie de Saint-Gobain Corporate Secretary of
Corporate Secretary Les Miroirs Compagnie de Saint-Gobain
92096 La Defense Cedex
France
Herve Gastinel Compagnie de Saint-Gobain Vice President, Corporate
Vice President, Corporate Les Miroirs Planning of Compagnie de
Planning 92096 La Defense Cedex Saint-Gobain
France
Jean-Paul Gelly Compagnie de Saint-Gobain Vice President, Human
Vice President, Human Les Miroirs Resources of Compagnie de
Resources 92096 La Defense Cedex Saint-Gobain
France
Jean-Claude Lehmann Compagnie de Saint-Gobain Vice President, Research of
Vice President, Research Les Miroirs Compagnie de Saint-Gobain
92096 La Defense Cedex
France
Robert Pistre Compagnie de Saint-Gobain Advisor to the Chairman of
Advisor to the Chairman Les Miroirs Compagnie de Saint-Gobain
92096 La Defense Cedex
France
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name/Title Business Address or Employment
- ---------- ---------------- --------------------
<S> <C> <C>
Reinier-Paul Neeteson Compagnie de Saint-Gobain Vice President, International
Vice President, International Les Miroirs Development of Compagnie de
Development 92096 La Defense Cedex Saint-Gobain
France
Jacques Aschenbroich Compagnie de Saint-Gobain President of the Flat Glass
President of the Flat Glass Les Miroirs Division of Compagnie de
Division 92096 La Defense Cedex Saint-Gobain
France
Roberto Caliari Compagnie de Saint-Gobain President of the Reinforcements
President of the Les Miroirs Division of Compagnie de
Reinforcements Division 92096 La Defense Cedex Saint-Gobain
France
Pierre-Andre de Chalendar Compagnie de Saint-Gobain Division Executive Vice
Division Executive Vice General Delegation for President for the Building
President for the Building United Kingdom and Ireland Distribution Division of
Distribution Division for the 1 Thames Park Compagnie de Saint-Gobain for
United Kingdom and United Lester Way - Wallingford the United Kingdom and United
States Oxfordshire OX 10 9TA States; General Delegate of
United Kingdom Compagnie de Saint-Gobain for
the United Kingdom and Ireland
Gilles Colas Compagnie de Saint-Gobain President of the Building
President of the Building Les Miroirs Materials Division of
Materials Division 92096 La Defense Cedex Compagnie de Saint-Gobain
France
Philippe Crouzet Compagnie de Saint-Gobain President of the Industrial
President of the Industrial Les Miroirs Ceramics Division of
Ceramics Division 92096 La Defense Cedex Compagnie de Saint-Gobain
France
Peter R. Dachowski Compagnie de Saint-Gobain President of the Insulation
President of the Insulation Les Miroirs Division of Compagnie de
Division 92096 La Defense Cedex Saint-Gobain
France
Christian Streiff Pont-a-Mousson SA President of the Pipe
President of the Pipe 91 avenue de la Liberation Division of Compagnie de
Division 54000 Nancy Saint-Gobain
France
</TABLE>
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<PAGE>
Directors and Executive Officers of
CertainTeed Corporation
-----------------------
All directors and executive officers listed below are citizens of the United
States, except for Mr. Dachowski, who is a citizen of the United Kingdom, Mr.
Dalle, who is a citizen of France, and Mr. Caccini, who is a citizen of Italy.
<TABLE>
<CAPTION>
Principal Occupation
Name/Title Business Address or Employment
- ---------- ---------------- --------------------
<S> <C> <C>
Gianpaolo Caccini Saint-Gobain Corporation Senior Vice President of
Chairman, President and 750 E. Swedesford Road Compagnie de Saint-Gobain;
Chief Executive Officer; Valley Forge, PA 19482 President of the Abrasives
Director Division of Compagnie de
Saint-Gobain; Vice Chairman,
President and Chief Executive
Officer of Saint-Gobain
Corporation; General
Delegate of Compagnie de
Saint-Gobain for the United
States and Canada
George B. Amoss Saint-Gobain Corporation Vice President - Finance of
Vice President - Finance; 750 E. Swedesford Road Saint-Gobain Corporation
Director Valley Forge, PA 19482
Peter R. Dachowski Compagnie de Saint-Gobain Vice President of the Insulation
Executive Vice President, Les Miroirs Division of Compagnie de
Insulation 92096 La Defense Cedex Saint-Gobain; Executive Vice
France President of CertainTeed
Corporation
Bradford C. Mattson Saint-Gobain Corporation Executive Vice President,
Executive Vice President, 750 E. Swedesford Road Exterior Building Products
Exterior Building Valley Forge, PA 19482 of CertainTeed Corporation;
Products Vice President of Saint-Gobain
Corporation
Lloyd C. Ambler CertainTeed Corporation President, Pipe & Plastics
Vice President 750 E. Swedesford Road Group of CertainTeed
Valley Forge, PA 19482 Corporation
Dennis J. Baker Saint-Gobain Corporation Vice President of
Vice President 750 E. Swedesford Road Saint-Gobain Corporation
Valley Forge, PA 19482
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name/Title Business Address or Employment
- ---------- ---------------- --------------------
<S> <C> <C>
Bruce H. Cowgill CertainTeed Corporation President, Insulation Group
Vice President 750 E. Swedesford Road of CertainTeed Corporation
Valley Forge, PA 19482
Jean-Paul Dalle Vetrotex CertainTeed President and Chief
Vice President Corporation Operating Officer of
4515 Allendale Road Vetrotex CertainTeed
Wichita Falls, TX 76310 Corporation
F. Lee Faust Saint-Gobain Corporation Vice President of
Vice President 750 E. Swedesford Road Saint-Gobain Corporation
Valley Forge, PA 19482
Robert W. Fenton Saint-Gobain Corporation Vice President and Controller
Vice President and Controller 750 E. Swedesford Road of Saint-Gobain Corporation
Valley Forge, PA 19482
James F. Harkins, Jr. Saint-Gobain Corporation Vice President and Treasurer of
Vice President and 750 E. Swedesford Road Saint-Gobain Corporation
Treasurer Valley Forge, PA 19482
James E. Hilyard CertainTeed Corporation President, Roofing Products
Vice President 750 E. Swedesford Road Group of CertainTeed
Valley Forge, PA 19482 Corporation
John R. Mesher Saint-Gobain Corporation Vice President, General Counsel
Vice President, General 750 E. Swedesford Road and Secretary of Saint-Gobain
Counsel and Secretary Valley Forge, PA 19482 Corporation
Mark J. Scott CertainTeed Corporation Vice President of CertainTeed
Vice President 750 E. Swedesford Road Corporation
Valley Forge, PA 19482
John J. Sweeney, III Saint-Gobain Corporation Vice President of
Vice President 750 E. Swedesford Road Saint-Gobain Corporation
Valley Forge, PA 19482
Dorothy C. Wackerman Saint-Gobain Corporation Vice President of Saint-Gobain
Vice President 750 E. Swedesford Road Corporation
Valley Forge, PA 19482
Michael J. Walsh Compagnie de Saint-Gobain Director, Risk and
Vice President Les Miroirs Insurance of Compagnie
92096 La Defense Cedex de Saint-Gobain; Vice President
France of Saint-Gobain Corporation
</TABLE>
-6-
<PAGE>
Directors and Executive Officers of
Vetrotex CertainTeed Corporation
--------------------------------
All directors and executive officers listed below are citizens of the United
States, except for Messrs. Caccini and Caliari, who are citizens of Italy, and
Mr. Dalle, who is a citizen of France.
<TABLE>
<CAPTION>
Principal Occupation
Name/Title Business Address or Employment
- ---------- ---------------- --------------------
<S> <C> <C>
Gianpaolo Caccini Saint-Gobain Corporation Senior Vice President of
Director 750 E. Swedesford Road Compagnie de Saint-Gobain;
Valley Forge, PA 19482 President of the Abrasives
Division of Compagnie de
Saint-Gobain; Vice Chairman,
President and Chief Executive
Officer of Saint-Gobain
Corporation; General
Delegate of Compagnie de
Saint-Gobain for the United
States and Canada
Roberto Caliari Compagnie de Saint-Gobain President of the Reinforcements
Chairman and Chief Les Miroirs Branch of Compagnie de
Executive Officer; 92096 La Defense Cedex Saint-Gobain
Director France
Jean-Paul Dalle Vetrotex CertainTeed Corporation President and Chief
President & Chief 4515 Allendale Road Operating Officer of
Operating Officer; Wichita Falls, TX 76310 Vetrotex CertainTeed
Director Corporation
George B. Amoss Saint-Gobain Corporation Vice President - Finance of
Vice President 750 E. Swedesford Road Saint-Gobain Corporation
Valley Forge, PA 19482
F. Lee Faust Saint-Gobain Corporation Vice President of
Vice President 750 E. Swedesford Road Saint-Gobain Corporation
Valley Forge, PA 19482
James F. Harkins, Jr. Saint-Gobain Corporation Vice President and
Vice President and 750 E. Swedesford Road Treasurer of
Treasurer Valley Forge, PA 19482 Saint-Gobain Corporation
Fred G. Krautz Vetrotex CertainTeed Corporation Vice President, Research and
Vice President, 4515 Allendale Road Development of Vetrotex
Research and Development Wichita Falls, TX 76310 CertainTeed Corporation
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name/Title Business Address or Employment
- ---------- ---------------- --------------------
<S> <C> <C>
John R. Mesher Saint-Gobain Corporation Vice President, General Counsel
Vice President and 750 E. Swedesford Road and Secretary of Saint-Gobain
Secretary Valley Forge, PA 19482 Corporation
D. Ronald Lane Vetrotex CertainTeed Corporation Vice President, Manufacturing
Vice President, 4515 Allendale Road of Vetrotex CertainTeed
Manufacturing Wichita Falls, TX 76310 Corporation
Bruce B. Parker Vetrotex CertainTeed Corporation Vice President, Finance of
Vice President, 4515 Allendale Road Vetrotex CertainTeed
Finance Wichita Falls, TX 76310 Corporation
David E. Sharpe Vetrotex CertainTeed Corporation Vice President, Sales and
Vice President, 750 E. Swedesford Road Marketing of Vetrotex
Sales and Marketing Valley Forge, PA 19482 CertainTeed Corporation
</TABLE>
-8-
<PAGE>
EXHIBIT 99.2
Mr. Martin S. Grimnes
Chairman and Chief Executive Officer
Brunswick Technologies, Inc.
43 Bibber Parkway
Brunswick, Maine 04011
April 5th, 2000
CONFIDENTIAL
Dear Martin:
I want to confirm that Jean-Philippe Buisson and myself will come in New York on
Monday April 10 in the afternoon to continue our discussion with you and Peter
Walmsley.
After our recent conversations, I would like to reiterate our desire to
establish a constructive dialogue with BTI hoping that we can explore a possible
strategic business combination on an expedited timetable and on a friendly,
negotiated and confidential basis. We believe that such a transaction can be
very attractive to both companies, their respective shareholders and their
employees. I am, therefore, prepared to negotiate with you the main issues
involved in the transaction, including price, operating structure, management
and integration issues.
Pursuant to your request and that of Mr. Walmsley last week that we not make any
publication which might threaten the continued independence of BTI, we do not
intend at this time to make any public disclosure. This decision is, of course,
predicated on the assumption that BTI will not make any public disclosures
impacting these discussions before then.
I am looking forward to meeting you again and Peter Walmsley next Monday.
Clearly, this opportunity is the highest priority for all of us with
Saint-Gobain, and we would like you and your Board to share our enthusiasm.
Best personal regards.
Sincerely,
Roberto Caliari
<PAGE>
Exhibit 99.3
BRANCHE RENFORCEMENT
The Board of Directors
Brunswick Technologies, Inc.
43 Bibber Parkway
Brunswick, Maine 04011
Paris, April 10th, 2000
CONFIDENTIAL
Dear Director:
We are writing to express our desire to establish a constructive dialogue with
the Board of Directors of Brunswick Technologies, Inc. ("BTI") regarding a
strategic business combination between Saint-Gobain and BTI on an expedited
timetable and on a negotiated and confidential basis. We have had, within the
past two weeks, two unsuccessful attempts to negotiate the terms of a
transaction with several of your directors, at least one of whom is a member of
management. We feel we have no choice but to present our offer directly to the
full Board. Based on our analysis to date, we are in a position to negotiate a
cash offer of up to $7.75 per share, which represents a premium of approximately
50% to the average price of the past few days. We believe that this is a full
and fair price that fairly reflects the benefits to be obtained from a
combination of our businesses and presents a unique and compelling opportunity
for the shareholders of BTI.
Given the very difficult public market environment for small capitalization
stocks (a situation that is unlikely to improve in the near-term), including
very limited research following, limited institutional interest and significant
price volatility, it has been and will continue to be a challenge for BTI to
create shareholder value as an independent public entity, as evidenced by BTI's
recent trading performance. We believe that these issues can negatively impact
BTI's ability to use its stock as an acquisition currency and as a compensation
incentive to attract and retain management and key employees.
We believe that Saint-Gobain and BTI would be a very attractive combination -
providing an outstanding strategic fit. By virtue of our approximate 14%
ownership interest in BTI and our position as a long-term key raw materials
supplier to BTI, we feel we know your company extremely well. Based upon this
knowledge and our experience operating in your markets on a global basis, we
believe there is a compelling strategic rationale for a combination. In
evaluating why such a combination is so attractive to both companies and their
respective shareholders, we have focused on several key factors, including the
following:
<PAGE>
. Synergies within the Technical Fabrics Group of the Saint-Gobain Reinforcement
Branch (e.g., technologies, marketing, R&D, cost optimization) while at the
same time maintaining an ability to innovate and quickly respond to market
developments through a clear autonomy of management;
. Synergies resulting from the integration of a fiberglass supplier with a
technical fabrics manufacturer, including a reduction in the time required to
develop new products, improvements in raw material quality, and improved
logistics and supply chain organization;
. Strong support for development in the European market and other key markets
(e.g., Asia) ; and
. Greater access to capital for, among other things, research and development
expenditures and capital investment (critical given BTI's near-term plans to
invest heavily in the infrastructure market and to pursue growth through
acquisition).
Based on these factors, we have concluded that the strategic and financial
advantages of combining our two companies are too significant to ignore.
If you are unwilling to commence meaningful and substantive negotiations with us
within the next two days, or if you reject our strong indication of interest in
a negotiated transaction at this price, we shall consider all options open to
us, including taking our proposal directly to your shareholders.
We believe that the transaction we are proposing is in the best interest of
BTI's shareholders and will allow them to receive possible future value today.
We urge the Board of Directors of BTI to recognize the immediate and long-term
value of this transaction for BTI shareholders. We are available to meet with
you and your representatives to discuss this matter at your earliest
convenience.
Yours sincerely,
/s/ Roberto Caliari
Roberto Caliari
<PAGE>
Exhibit 99.4
BRANCHE RENFORCEMENT
The Board of Directors
Brunswick Technologies, Inc.
43 Bibber Parkway
Brunswick, Maine 04011
Paris, April 17th, 2000
CONFIDENTIAL
Dear Director:
As you know from our prior communications, it is our strong belief that Saint-
Gobain and Brunswick Technologies, Inc. ("BTI") would be a compelling
combination - providing both an outstanding strategic fit and a unique
opportunity for your shareholders to realize maximum value for their shares.
We have attempted to discuss with you a possible transaction that would lead to
such a combination and at the same time provide BTI shareholders a substantial
premium over the current market price of their shares. We have made, over the
past two weeks, two unsuccessful attempts to negotiate the terms of a
transaction with several of your directors, including two who are members of
management. At the conclusion of our April 10, 2000 meeting, we made an offer to
purchase all of the shares of BTI that we don't already own. Subsequently, on
several occasions, representatives of BTI have indicated that while the Board of
Directors is considering our offer, it is not ready to enter into negotiations
for a transaction at this time, because it has not yet retained investment
banking advisors. These representatives suggested that it may be several weeks
before the BTI Board could engage in meaningful negotiations. While we are still
prepared to discuss a negotiated transaction, our management strongly supports
pursuing a business combination now. We therefore plan to present our offer
directly to BTI's shareholders.
We intend to commence a tender offer within the next few days to acquire 100% of
the outstanding common shares of BTI not owned by Saint-Gobain and its
affiliates at a price of $8.00 per share, in cash. This represents a premium of
approximately 46% to Friday's closing price of $5.50 per share, and a premium of
almost 78% to the closing price of one month ago. We believe that this is a full
and fair price that fairly reflects the benefits to be obtained from a
combination of our businesses and presents a unique and compelling opportunity
for the shareholders of BTI. A combination is clearly in the best interests of
both companies and all of their constituencies, and we are committed to
completing it. Given Saint-Gobain's strong financial condition, the proposed
transaction would not be subject to any financing contingencies.
We believe that the transaction we are proposing is in the best interest of
BTI's shareholders and will allow them to receive possible future value today.
We urge BTI's Board of Directors to recognize the immediate and long-term value
of this transaction for BTI shareholders. We are available to meet with you and
your representatives to discuss this matter at your earliest convenience.
Yours sincerely,
/s/ Roberto Caliari
Roberto Caliari
<PAGE>
Exhibit 99.5
CertainTeed Corporation Offers $8.00 per share for Brunswick Technologies, Inc.
Valley Forge, Pennsylvania, April 17, 2000 - CertainTeed Corporation, a
wholly owned subsidiary of Compagnie de Saint-Gobain (Paris, France), announced
today that it intends to commence a tender offer for all of the approximately
5.2 million outstanding common shares of Brunswick Technologies, Inc. (Nasdaq:
BTIC) not already owned by Vetrotex CertainTeed Corporation, a wholly owned
subsidiary of CertainTeed, at a price of $8.00 per share, in cash. This offer
represents a premium of approximately 46% over BTI's closing price on Friday,
April 14, 2000, and a premium of almost 78% over the closing price of one month
ago. Vetrotex, CertainTeed's fiber glass reinforcements business, currently owns
about 14% of the outstanding shares of BTI.
The offer will commence within the next few days and is not subject to any
financing contingency. This offer is announced after CertainTeed's repeated
requests to negotiate a transaction were deferred by BTI's directors.
CertainTeed believes that the offer delivers significant and immediate
value to BTI shareholders. Additionally, the combination of Vetrotex and BTI can
achieve benefits for both companies by bringing a well managed, financially
stronger and more diverse company together with BTI at a crucial time in its
development. CertainTeed prefers to meet with representatives of BTI to pursue
meaningful negotiations but, if not, CertainTeed believes that BTI shareholders
should be given the opportunity to consider and act upon the offer.
Lehman Brothers Inc. has been retained as CertainTeed's financial advisor
in connection with this offer.
This news release is for informational purposes only. It is not an offer to
buy, or the solicitation of an offer to sell, any shares of BTI common stock.
Further, it is not a solicitation of a proxy, consent or authorization for, or
with respect to, a meeting of the shareholders of CertainTeed, any of its
affiliates or BTI, or any action in lieu of a meeting. The solicitation of
offers to buy BTI common stock will only be made pursuant to an offer to
purchase and related materials that CertainTeed Corporation will soon be sending
to BTI shareholders. This material also will be filed with the Securities and
Exchange Commission as part of a tender offer statement. BTI shareholders will
be able to obtain such tender offer statement, including the offer to purchase
and related materials, for free at the Commission's Web site at www.sec.gov.
Such documents also will be available at no charge from CertainTeed
Corporation's information agent, Innisfree M&A Incorporated, at 212- 750-5833 or
1-888- 750-5834. BTI shareholders are urged to carefully read the complete terms
and conditions of those materials prior to making any decisions with respect to
an actual offer.
<PAGE>
BTI develops and manufactures engineered reinforcements for the composite
industry. Examples of products manufactured with BTI engineered reinforcements
include ballistic armor, boats, snowboards, truck panels, wind-blades,
automotive parts, marine pilings, bridges, and offshore oil and gas production
equipment. BTI has manufacturing facilities in Maine, Texas and the UK.
CertainTeed Corporation is a leading manufacturer 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. The company is headquartered in Valley
Forge, Pennsylvania, and has more than 7,000 employees and 45 manufacturing
facilities throughout the United States.
# # #
This release may contain some forward-looking statements. We undertake no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
CONTACTS:
Joele Frank / Josh Silverman
Joele Frank, Wilkinson, Brimmer, Katcher
212-355-4449 ext. 110/121
