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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 the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, For Use Of The
Commission Only (As Permitted By
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
BRUNSWICK TECHNOLOGIES, INC.
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(Name of Registrant as Specified In Its Charter)
VETROTEX CERTAINTEED CORPORATION
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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VETROTEX CERTAINTEED CORPORATION
750 E. SWEDESFORD ROAD
VALLEY FORGE, PA 19482
May 2, 2000
Dear Fellow Shareholder:
Recently CertainTeed Corporation commenced an offer to purchase the shares of
Brunswick Technologies, Inc. ("BTI") at $8 cash per share. THIS REPRESENTS A
PREMIUM OF 46% OVER THE CLOSING PRICE OF $5.50 PER SHARE ON APRIL 14, THE LAST
TRADING DAY PRIOR TO THE ANNOUNCEMENT OF CERTAINTEED'S OFFER.
Several obstacles currently stand in the way of your being able to sell your
shares to CertainTeed. YOU HAVE THE POWER TO REMOVE THESE OBSTACLES WITH YOUR
VOTE.
At the Annual Meeting currently scheduled for May 16, BTI would have you approve
an amendment to increase the number of shares available under the BTI option
plan. This plan, in some respects, resembles a poison pill. Under the plan,
non-statutory stock options and stock appreciation rights may be issued with an
exercise price of only 50% of fair market value. While we have in the past
supported BTI's employee stock option program, we believe that grants under the
plan could be used to dilute the ownership interests of all BTI shareholders and
substantially increase the cost to acquire BTI by CertainTeed or any other
potential bidder.
WE BELIEVE THAT APPROVAL OF BTI'S PROPOSED AMENDMENT TO THE 1997 EQUITY
INCENTIVE PLAN IS NOT IN THE BEST INTERESTS OF SHAREHOLDERS AND URGE YOU TO VOTE
AGAINST PROPOSAL NO. 2. Because defeat of Proposal No. 2 would satisfy one of
the conditions of CertainTeed's offer, your vote AGAINST Proposal No. 2 would
help preserve your opportunity to maximize the value of your investment. TO
PROTECT YOUR INTERESTS, WE RECOMMEND THAT YOU NOT SIGN ANY WHITE PROXY CARD
WHICH BTI HAS SENT TO YOU, BUT RATHER WAIT FOR OUR PROXY MATERIALS, WHICH WILL
BE MAILED TO YOU SHORTLY.*
BTI has put in place a number of anti-takeover measures, including a "poison
pill," that would stand in the way of your being able to sell your shares to
CertainTeed or any other potential
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* If, however, you choose to return the BTI White proxy card, we urge you to
vote AGAINST Proposal No. 2 to help preserve your opportunity to participate in
CertainTeed's offer.
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bidder. WE BELIEVE THAT YOU, THE SHAREHOLDERS, SHOULD HAVE THE OPPORTUNITY TO
MAXIMIZE THE VALUE OF YOUR INVESTMENT.
We will shortly be sending you our proxy materials. We urge you to review those
materials carefully and vote AGAINST Proposal No. 2 to help preserve your
opportunity to participate in CertainTeed's offer, or any higher offer which may
be forthcoming.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL INNISFREE M&A INCORPORATED, WHO IS
ASSISTING US, TOLL-FREE AT 1-888-750-5834.
Thank you for your support.
VETROTEX CERTAINTEED CORPORATION
INFORMATION REGARDING THE PARTICIPANTS IN THIS SOLICITATION AND A DESCRIPTION OF
THEIR DIRECT OR INDIRECT INTERESTS THEREIN CAN BE FOUND IN THE FORM TO FILED BY
VA ACQUISITION CORPORATION, CERTAINTEED CORPORATION AND COMPAGNIE DE SAINT-
GOBAIN WITH THE SECURITIES AND EXCHANGE COMMISSION.
YOU SHOULD READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
CONTAINS IMPORTANT INFORMATION. YOU CAN GET THE PROXY STATEMENT, THE FORM TO
FILED BY VA ACQUISITION CORPORATION, CERTAINTEED CORPORATION AND COMPAGNIE DE
SAINT-GOBAIN AND OTHER RELEVANT DOCUMENTS, FOR FREE, AT THE COMMISSION'S WEB
SITE AT http://www.sec.gov. COPIES OF OUR PROXY STATEMENT WILL BE MADE
AVAILABLE TO SHAREHOLDERS FREE OF CHARGE. PLEASE CONTACT INNISFREE IF YOU DO NOT
RECEIVE OUR PROXY MATERIALS.
