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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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BRUNSWICK TECHNOLOGIES, INC.
(Name of Subject Company)
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VA ACQUISITION CORPORATION
CERTAINTEED CORPORATION
Indirect wholly owned subsidiaries of
COMPAGNIE DE SAINT-GOBAIN
(Name of Filing Person--Offeror)
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COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
117394 10 6
(CUSIP Number of Class of Securities)
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JOHN R. MESHER
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
CERTAINTEED CORPORATION
750 E. SWEDESFORD ROAD
VALLEY FORGE, PENNSYLVANIA 19482
TELEPHONE: (610) 341-7108
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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COPY TO:
PETER O. CLAUSS, ESQ.
PEPPER HAMILTON LLP
3000 TWO LOGAN SQUARE
EIGHTEENTH AND ARCH STREETS
PHILADELPHIA, PENNSYLVANIA 19103-2799
TELEPHONE: (215)981-4541
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CALCULATION OF FILING FEE
________________________________________________________________________________
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$40,735,280 $8,147
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* Based on the offer to purchase, all of the outstanding shares of common
stock of Brunswick Technologies, Inc. at a purchase price of $8.00 cash per
share, 5,230,830 shares issued and outstanding as of March 15, 2000, less
713,746 shares owned by an affiliate of Offeror, and outstanding options with
respect to 574,826 shares as of December 31, 1999 with an exercise price of
$10.00 or less per share, in each case as reported in Brunswick Technologies,
Inc.'s Annual Report on Form 10-K for the calendar year ended December 31, 1999.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $8,147
Form or Registration No.: Schedule TO
Filing Party: VA Acquisition Corporation, CertainTeed Corporation
Date Filed: April 20, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Amendment No. 2 (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 thereto filed with the
Commission on April 24, 2000 (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.
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)(10) Text of press release issued by CertainTeed, dated April 26, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: April 26, 2000
VA Acquisition Corporation
By: /s/ John R. Mesher
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John R. Mesher
Vice President and Secretary
CertainTeed Corporation
By: /s/ John R. Mesher
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John R. Mesher
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
(a)(1) Offer to Purchase, dated April 20, 2000.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Form of summary advertisement, dated April 20, 2000.*
(a)(8) Text of press release issued by CertainTeed, dated April 20, 2000.*
(a)(9) Text of press release issued by CertainTeed, dated April 24, 2000.*
(a)(10) Text of press release issued by CertainTeed, dated April 26, 2000.
(d) None.
(g) None.
(h) Not applicable.
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* Previously filed as exhibits to Schedule TO.
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Exhibit 99(a)(10)
[COMPANY LETTERHEAD]
CERTAINTEED CORPORATION FILES
PROXY SOLICITATION MATERIALS
Valley Forge, PA, April 26, 2000 - CertainTeed Corporation, a wholly owned
subsidiary of Compagnie de Saint-Gobain (Paris, France), today announced that it
has filed preliminary proxy materials with the Securities and Exchange
Commission relating to the Brunswick Technologies, Inc. (Nasdaq: BTIC) Annual
Meeting of Shareholders scheduled for May 16, 2000. CertainTeed intends to
solicit proxies in opposition to BTI's proposed amendment to the BTI 1997 Equity
Incentive Plan that would almost double the number of shares of common stock
available - from 421,740 to 821,740 - for awards to BTI management and others.
The Company noted that its tender offer is conditioned upon this proposed
amendment being defeated, and therefore, adoption of the amendment could
adversely affect the ability of BTI's shareholders to realize $8.00 in cash,
now, for their shares.
The Company also believes that the BTI Proxy Statement is misleading in that it
characterizes this proposal as 'routine' for purposes of brokers' and other
street holders' discretionary vote.
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.
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
