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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive additional materials
[ ] Soliciting material under Rule 14a-12
BRUNSWICK TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the 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 value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)
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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(1)Set forth the amount on which the filing fee is calculated and state how it
was determined.
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[GRAPHIC BTI LOGO] 43 Bibber Parkway
REINFORCED THROUGH Brunswick, Maine 04011
INNOVATION
June 1, 2000
Dear Fellow Shareholder:
CHECK OUT SAINT-GOBAIN
YOU WON'T LIKE WHAT YOU SEE
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<S> <C>
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INADEQUATE OFFER
Your Board of Directors, with the assistance of independent legal and financial
advisors, is convinced that Saint-Gobain's $8.00 offer is inadequate and does
not reflect the true value of BTI.
[X]
Your Board also believes that the Saint-Gobain offer was carefully timed to take
advantage of the low price of our stock and to deprive shareholders of the
opportunity to realize full and appropriate value for their shares.
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INHERENT CONFLICT OF INTEREST
Saint-Gobain is asking shareholders to replace BTI's newly elected board with
nominees who are ALL EMPLOYEES OF COMPAGNIE DE SAINT-GOBAIN OR ITS SUBSIDIARIES.
[X]
We believe that this creates an inherent conflict of interest for Saint-Gobain's
nominees.
How can they impartially represent the interests of you and other BTI
shareholders when they work for the company that is trying to buy BTI?
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LACK OF SHAREHOLDER SUPPORT
Saint-Gobain has given the impression that BTI's shareholders support their
efforts - nothing could be further from the truth.
At the Annual Meeting on May 16, only SEVEN-TENTHS OF ONE PERCENT of the
outstanding shares voted on Vetrotex's proxy card (excluding shares voted by
Vetrotex, Saint-Gobain's subsidiary).
[X]
Shareholders also have not supported Saint-Gobain's tender offer. On May 16,
Saint-Gobain disclosed that LESS THAN TWO-TENTHS OF ONE PERCENT of BTI's
outstanding shares had accepted Saint-Gobain's tender offer!
We are encouraged that our shareholders have seen through Saint-Gobain's tactics
and not supported Saint-Gobain's tender offer or proxy solicitation.
WE URGE SHAREHOLDERS TO CONTINUE TO STAND STRONG AND REJECT SAINT-GOBAIN.
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AS A SHAREHOLDER, WHAT SHOULD YOU DO?
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1) REJECT SAINT-GOBAIN - THROW AWAY THE GREEN PROXY CARD
o WE URGE YOU TO REJECT SAINT-GOBAIN BY THROWING AWAY ANY GREEN PROXY CARD
SENT TO YOU.
o Do not support Saint-Gobain at the special meeting.
o Do not tender your shares into Saint-Gobain's inadequate offer.
2) SUPPORT BTI - VOTE THE WHITE PROXY CARD NOW
o WE URGE YOU TO SUPPORT BTI BY VOTING THE WHITE PROXY CARD.
o Sign and date the enclosed WHITE proxy card.
o Vote AGAINST proposal 1 and 2 and WITHHOLD on proposal 3.
o Mail your proxy in the envelope provided.
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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
