<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)
---------------------
BRUNSWICK TECHNOLOGIES, INC.
(Name of Subject Company)
------------------------
VA ACQUISITION CORPORATION
CERTAINTEED CORPORATION
Indirect wholly owned subsidiaries of
COMPAGNIE DE SAINT-GOBAIN
(Name of Filing Person--Offeror)
------------------------
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
117394 10 6
(CUSIP Number of Class of Securities)
------------------------
JOHN R. MESHER
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
CERTAINTEED CORPORATION
750 E. SWEDESFORD ROAD
VALLEY FORGE, PENNSYLVANIA 19482
TELEPHONE: (610) 341-7108
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
------------------------
COPY TO:
PETER O. CLAUSS, ESQ.
PEPPER HAMILTON LLP
3000 TWO LOGAN SQUARE
EIGHTEENTH AND ARCH STREETS
PHILADELPHIA, PENNSYLVANIA 19103-2799
TELEPHONE: (215)981-4541
------------------------
<PAGE>
CALCULATION OF FILING FEE
________________________________________________________________________________
TRANSACTION VALUATION* AMOUNT OF FILING FEE
________________________________________________________________________________
________________________________________________________________________________
$40,735,280 $8,147
________________________________________________________________________________
* Based on the offer to purchase, all of the outstanding shares of common
stock of Brunswick Technologies, Inc. at a purchase price of $8.00 cash per
share, 5,230,830 shares issued and outstanding as of March 15, 2000, less
713,746 shares owned by an affiliate of Offeror, and outstanding options with
respect to 574,826 shares as of December 31, 1999 with an exercise price of
$10.00 or less per share, in each case as reported in Brunswick Technologies,
Inc.'s Annual Report on Form 10-K for the calendar year ended December 31, 1999.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $8,147
Form or Registration No.: Schedule TO
Filing Party: VA Acquisition Corporation, CertainTeed Corporation
Date Filed: April 20, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[x] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
2
<PAGE>
This Amendment No. 12 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange Commission
on April 20, 2000, as amended by Amendment No. 1, by Amendment No. 2, by
Amendment No. 3, by Amendment No. 4, by Amendment No. 5, by Amendment No. 6, by
Amendment No. 7, by Amendment No. 8, by Amendment No. 9, by Amendment No. 10 and
by Amendment No. 11 thereto filed with the Commission on April 24, 2000, April
26, 2000, April 28, 2000, May 2, 2000, May 2, 2000, May 3, 2000, May 4, 2000,
May 5, 2000, May 8, 2000, May 11, 2000 and May 15, 2000, respectively
(collectively, the "Schedule TO") by CertainTeed Corporation, a Delaware
corporation ("CertainTeed" or the "Parent"), and VA Acquisition Corporation, a
Maine corporation and an indirect wholly owned subsidiary of CertainTeed (the
"Purchaser"), both of which are indirect wholly owned subsidiaries of Compagnie
de Saint-Gobain. The Schedule TO relates to the offer by the Purchaser to
purchase all outstanding shares of common stock, par value $0.0001 per share,
including the associated rights to purchase preferred stock (the "Shares"), of
Brunswick Technologies, Inc., a Maine corporation ("BTI" or the "Company"), at
$8.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 20, 2000 (the "Offer
to Purchase"), and in the related Letter of Transmittal, copies of which are
attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Offer to Purchase and in the Schedule TO.
This Amendment No. 12 to Schedule TO also constitutes Amendment No. 12 to the
statement on Schedule 13D of Parent, Saint-Gobain and Vetrotex, filed on
February 18, 1997.
ITEM 4. TERMS OF THE TRANSACTION.
The information with respect to Item 4 of the Schedule TO which is set
forth in the Offer to Purchase, the related Letter of Transmittal and the
exhibits to the Schedule TO and incorporated by reference in the Schedule TO is
hereby amended and supplemented by including the following information:
On May 16, 2000, CertainTeed issued a press release announcing the
extension of the Offer to 12:00 midnight, New York City time, on Friday, June
16, 2000. The Offer had previously been scheduled to expire at 12:00 midnight,
New York City time, on Thursday, May 18, 2000. A copy of the press release
issued by CertainTeed with respect to the foregoing is attached hereto as
Exhibit (a)(18) and is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include
the following information:
Based upon management's announcement at the BTI annual meeting of
shareholders on May 16, 2000, which meeting was adjourned until May 26, 2000
when the official voting tally should be complete, that Proposal No. 2 to
increase the number of shares available for option grants under the BTI 1997
Equity Incentive Plan failed to receive the number of votes required for
approval, Purchaser and Parent believe this particular condition to the Offer
has been satisfied.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include
the following information:
(a)(18) Text of press release issued by CertainTeed, dated May 16, 2000.
3
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 16, 2000
VA Acquisition Corporation
By: /s/ John R. Mesher
------------------
John R. Mesher
Vice President and Secretary
CertainTeed Corporation
By: /s/ John R. Mesher
------------------
John R. Mesher
Vice President, General Counsel
and Secretary
4
<PAGE>
EXHIBIT INDEX
(a)(1) Offer to Purchase, dated April 20, 2000.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Form of summary advertisement, dated April 20, 2000.*
(a)(8) Text of press release issued by CertainTeed, dated April 20, 2000.*
(a)(9) Text of press release issued by CertainTeed, dated April 24, 2000.*
(a)(10) Text of press release issued by CertainTeed, dated April 26, 2000.*
(a)(11) Text of letter to shareholders of Brunswick Technologies, Inc. dated May
2, 2000.*
(a)(12) Text of press release issued by CertainTeed, dated May 2, 2000.*
(a)(13) Text of press release issued by CertainTeed, dated May 3, 2000.*
(a)(14) Text of newspaper advertisement issued by CertainTeed and published on
May 4, 2000 in the Portland Press Herald and Brunswick Times Record.*
(a)(15) Text of press release and open letter to the directors of Brunswick
Technologies, Inc. issued by CertainTeed, dated May 8, 2000.*
(a)(16) Text of press release issued by CertainTeed, dated May 11, 2000.*
(a)(17) Text of definitive additional proxy materials dated May 12, 2000 and
sent by Vetrotex CertainTeed Corporation, a shareholder of Brunswick
Technologies, Inc. and an affiliate of CertainTeed.*
(a)(18) Text of press release issued by CertainTeed, dated May 16, 2000.
(d) None.
(g) None.
(h) Not applicable.
___________________________
* Previously filed as exhibits to Schedule TO.
5
<PAGE>
[LETTERHEAD]
CERTAINTEED CORPORATION ISSUES STATEMENT
ON PRELIMINARY RESULTS OF BTI ANNUAL MEETING
Valley Forge, PA, May 16, 2000 -- CertainTeed Corporation, a wholly owned
subsidiary of Compagnie de Saint-Gobain (Paris, France), today issued the
following statement on Brunswick Technologies, Inc.'s (Nasdaq: BTIC) admitted
failure to get the required shareholder vote for the proposed amendment to the
1997 BTI Equity Incentive Plan at BTI's Annual Shareholders Meeting:
"We are pleased with the support we received from BTI shareholders. Today's
preliminary results are a clear indication that BTI shareholders recognized that
the adoption of this amendment could have adversely affected their ability to
obtain maximum value for their shares. The proposed Plan amendment would have
given BTI directors authority to grant stock options for up to 400,000 shares at
an exercise price of as little as 50% of fair market value. Although
CertainTeed has been supportive of BTI stock option grants to deserving
employees, we feel it was inappropriate for the Board to pursue such authority
at a time when the company's shares are the subject of a tender offer."
CertainTeed noted that the defeat of the proposed Plan amendment will satisfy
one of the conditions to the completion of its tender offer of BTI shares.
CertainTeed is extending its tender offer for all outstanding shares, including
the associated rights to purchase preferred stock, of BTI from the prior
expiration date of midnight on May 18, 2000, to midnight, New York City time, on
June 16, 2000, to coincide with the date of the Special Meeting of Shareholders.
As of 3pm New York City time on Tuesday, May 16, 2000, approximately 8,368
shares of BTI common stock have been validly tendered and not withdrawn pursuant
to CertainTeed's tender offer.
Lehman Brothers Inc. is financial advisor to CertainTeed Corporation and
Compagnie de Saint-Gobain and Dealer Manager for the offer, and Innisfree M&A
Incorporated is acting as Information Agent for the offer.
-more-
<PAGE>
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. The Company
undertakes 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
