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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
AMENDMENT NO. 5 TO
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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BRUNSWICK TECHNOLOGIES, INC.
(NAME OF SUBJECT COMPANY)
BRUNSWICK TECHNOLOGIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
117394 10 6
(CUSIP NUMBER OF COMMON STOCK)
MARTIN S. GRIMNES
CHIEF EXECUTIVE OFFICER
BRUNSWICK TECHNOLOGIES, INC.
43 BIBBER PARKWAY
BRUNSWICK, ME 04011
(207) 729-7792
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH A COPY TO:
Robert A. Trevisani, Esquire
Gadsby Hannah LLP
225 Franklin Street
Boston, MA 02110
(617) 345-7000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Brunswick Technologies, Inc., a Maine corporation (the "Company" hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9 dated May 3, 2000 (as amended by Amendments No. 1 through 4, the "Schedule
14D-9") relating to the tender offer by VA Acquisition Corporation, (the
"Purchaser") and a wholly-owned subsidiary of CertainTeed Corporation, a
Delaware Corporation (the "Parent") both of which are indirect wholly owned
subsidiaries of Compagnie de Saint-Gobain, a French corporation, to purchase
outstanding shares of common stock, par value $.0001 per share (the "Shares"),
of the Company at a price of $8.00 per share, net to the sellers in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated April 20, 2000 and in the related Letter of Transmittal as disclosed in
the Tender Offer Statement on Schedule 14D-1 dated April 20, 2000, as amended by
Amendments No. 1 through 13 to Schedule 14D-1. All capitalized terms shall have
the meanings assigned to them in the Schedule 14D-9, as amended to date, unless
otherwise indicated herein.
Item 8 is hereby amended by the addition of the following:
On May 19, 2000, the Company mailed a letter to stockholders relative to
the tender offer and scheduled special meeting of stockholders of the Company.
A copy of the letter is filed as Exhibit 14 to the Schedule 14D-9 and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended by addition of the following:
Exhibit 13 Letter of Brunswick Technologies, Inc. dated May 19, 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.
BRUNSWICK TECHNOLOGIES, INC.
By: /s/ MARTIN S. GRIMNES
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Name: Martin S. Grimnes
Title: Chief Executive Officer
Dated: May 19, 2000
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EXHIBIT INDEX
Exhibit 1. Part I, Item 1: "Business -- Supply," of the Company's
Annual Report on Form 10-K for the year ended December 31,
1999 (previously filed with the Commission on March 30, 2000
and hereby incorporated by reference).
Exhibit 2. Definitive Proxy Statement of the Company dated April 17,
2000 (previously filed with the Commission on April 17, 2000
and hereby incorporated by reference), as supplemented by
Definitive Additional Materials dated April 25, 2000
(previously filed with the Commission on April 25, 2000 and
hereby incorporated by reference) and as supplemented by
Definitive Additional Materials dated April 28, 2000
(previously filed with the Commission on April 28, 2000 and
hereby incorporated by reference).
*Exhibit 3. Form of Employment Agreement with certain executive officers
of the Company.
*Exhibit 4. Complaint filed by the Company on April 26, 2000.
*Exhibit 5. Letter to Stockholders, dated May 3, 2000.
*Exhibit 6. Press Release issued by the Company on May 3, 2000.
*Exhibit 7. Opinion of McDonald Investments dated May 3, 2000 (contained
as Annex A to this Schedule 14D-9 and hereby incorporated by
reference).
*Exhibit 8. Letter of the Company to Saint-Gobain dated April 17, 2000.
*Exhibit 9. Press Release, dated May 5, 2000 issued by Brunswick
Technologies, Inc.
*Exhibit 10. Letter of Brunswick Technologies, Inc., dated May 5, 2000.
*Exhibit 11. Press Release of Brunswick Technologies, Inc., dated May 8, 2000.
*Exhibit 12. Letter of Brunswick Technologies, dated May 10, 2000 published
in a number of Maine newspapers.
*Exhibit 13. Press Release of Brunswick Technologies, dated May 12, 2000.
Exhibit 14. Letter of Brunswick Technologies, Inc. dated May 19, 2000.
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* Previously filed.
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[BTI LOGO]
43 Bibber Parkway
Brunswick, Maine 04011
May 19, 2000
Dear Fellow Shareholder:
LET'S SET THE RECORD STRAIGHT - VALUE IS THE REAL ISSUE
As you know, Compagnie de Saint-Gobain has made an unsolicited, hostile offer
for your Company. As part of its campaign, Saint-Gobain (through its subsidiary,
Vetrotex CertainTeed Corporation) has inundated shareholders with mailings,
phone calls and solicitations. We believe much of Saint-Gobain's campaign has
been a blatant attempt to obscure the real issue - value. This has left many of
our shareholders confused and unclear on several important points.
I would like to address some of those points in order to set the record straight
and allow shareholders to make important decisions free from rumor and innuendo.
WE HAVE BEEN WILLING TO MEET WITH SAINT-GOBAIN
Until very recently, Saint-Gobain had repeatedly claimed that BTI was unwilling
to meet with them to discuss their offer. What they had conveniently failed to
tell you is that we have invited discussions with Saint-Gobain since early
April. Initial meetings were finally scheduled by Saint-Gobain the week of May
15.
WE ARE SEEKING STRATEGIC ALTERNATIVES
We are actively exploring and negotiating alternatives that could generate
greater shareholder value.
These alternatives could potentially include the sale of the company, the
acquisition of another company, or a strategic alliance with another company.
SAINT-GOBAIN'S OFFER IS INADEQUATE AND LACKS SHAREHOLDER SUPPORT
Saint-Gobain has characterized their offer as "...very good news for BTI's
shareholders." We believe nothing could be further from the truth. Your Board of
Directors, with the assistance of independent legal and financial advisors, has
determined that Saint-Gobain's offer is inadequate and does not reflect the true
value of Brunswick. Far from being good news, we think Saint-Gobain's offer is
bad news.
Your fellow shareholders seem to agree. Last week, when Saint-Gobain was
required to publicly disclose the number of shares tendered to their offer,
Saint-Gobain disclosed that only 8,368 shares of BTI common stock had been
tendered. That means LESS THAN TWO-TENTHS OF ONE PERCENT of BTI's outstanding
shares had accepted Saint-Gobain's tender offer!
THE LACK OF SUPPORT FOR SAINT-GOBAIN'S INADEQUATE OFFER IS GLARINGLY APPARENT.
YOUR BOARD STRONGLY RECOMMENDS THAT ALL BTI SHAREHOLDERS CONTINUE TO REJECT
SAINT-GOBAIN'S OFFER AND NOT TENDER THEIR SHARES.
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SAINT-GOBAIN'S NOMINEES HAVE AN IRRECONCILABLE CONFLICT OF INTEREST
At a special meeting of shareholders currently scheduled for June 16,
Saint-Gobain is asking you and other shareholders to remove the BTI board of
directors despite the fact that each member of the new board was overwhelmingly
elected to a new term at the May 16 annual meeting. Saint-Gobain then wants to
replace BTI's newly elected board with nominees who are ALL EXECUTIVE OFFICERS
OF COMPAGNIE DE SAINT-GOBAIN OR ITS SUBSIDIARIES.
Whose interests do you think Saint-Gobain's nominees will represent - yours or
Saint-Gobain's? We believe that the Saint-Gobain nominees have an irreconcilable
conflict of interest. How can they represent the interests of you and other BTI
shareholders when the company they work for is trying to buy BTI?
You should be aware that, if elected, the Saint-Gobain nominees would be able to
do an end-run around the protections that are now in place to allow your Board
time to create value for you.
WHEN YOU RECEIVE BTI'S PROXY STATEMENT REGARDING THE PROPOSED SPECIAL MEETING,
PLEASE READ IT AS IT CONTAINS IMPORTANT INFORMATION. YOU CAN GET THE PROXY
STATEMENT AND ANY OTHER DOCUMENTS RELEVANT TO THE TENDER OFFER AND SPECIAL
MEETING, WHICH INCLUDES PERTINENT INFORMATION AS TO THE PARTICIPANTS IN THE
SOLICITATION IN BTI'S AND SAINT-GOBAIN'S PRELIMINARY PROXY MATERIALS, FOR FREE
ON THE SEC'S INTERNET WEB SITE AT http://www.sec.gov.
AS A SHAREHOLDER, WHAT SHOULD YOU DO?
1) REJECT SAINT-GOBAIN - THROW AWAY THE GREEN PROXY CARD
We urge shareholders to reject Saint-Gobain's latest attack by throwing away
any green proxy card sent to you by Saint-Gobain. Do not support Saint-
Gobain at the special meeting. Reject Saint-Gobain's solicitation and tender
offer.
2) SUPPORT BTI - VOTE THE WHITE PROXY CARD
We urge you to support BTI and prevent Saint-Gobain from gaining control of
your Company by voting the WHITE proxy card now which will be sent to you
shortly by BTI with a proxy statement.
We appreciate your continued support.
Sincerely,
/s/ Martin S. Grimnes
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Martin S. Grimnes
Chairman and Chief Executive Officer
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES, PLEASE
CALL OUR PROXY SOLICITOR:
MORROW & CO. AT (800) 662 - 5200
