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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
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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
________________________________________________________________________________
________________________________________________________________________________
Not Applicable Not Applicable
________________________________________________________________________________
[ ] 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: None
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ] 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: None
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] 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:
[ ] 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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CERTAINTEED CORPORATION OFFERS $8.00 PER SHARE FOR BRUNSWICK TECHNOLOGIES, INC.
Valley Forge, Pennsylvania, April 17, 2000 - CertainTeed Corporation, a
wholly owned subsidiary of Compagnie de Saint-Gobain (Paris, France), announced
today that it intends to commence a tender offer for all of the approximately
5.2 million outstanding common shares of Brunswick Technologies, Inc. (Nasdaq:
BTIC) not already owned by Vetrotex CertainTeed Corporation, a wholly owned
subsidiary of CertainTeed, at a price of $8.00 per share, in cash. This offer
represents a premium of approximately 46% over BTI's closing price on Friday,
April 14, 2000, and a premium of almost 78% over the closing price of one month
ago. Vetrotex, CertainTeed's fiber glass reinforcements business, currently
owns about 14% of the outstanding shares of BTI.
The offer will commence within the next few days and is not subject to any
financing contingency. This offer is announced after CertainTeed's repeated
requests to negotiate a transaction were deferred by BTI's directors.
CertainTeed believes that the offer delivers significant and immediate
value to BTI shareholders. Additionally, the combination of Vetrotex and BTI
can achieve benefits for both companies by bringing a well managed, financially
stronger and more diverse company together with BTI at a crucial time in its
development. CertainTeed prefers to meet with representatives of BTI to pursue
meaningful negotiations but, if not, CertainTeed believes that BTI shareholders
should be given the opportunity to consider and act upon the offer.
Lehman Brothers Inc. has been retained as CertainTeed's financial advisor
in connection with this offer.
This news release is for informational purposes only. It is not an offer to
buy, or the solicitation of an offer to sell, any shares of BTI common stock.
Further, it is not a solicitation of a proxy, consent or authorization for, or
with respect to, a meeting of the shareholders of CertainTeed, any of its
affiliates or BTI, or any action in lieu of a meeting. The solicitation of
offers to buy BTI common stock will only be made pursuant to an offer to
purchase and related materials that CertainTeed Corporation will soon be sending
to BTI shareholders. This material also will be filed with the Securities and
Exchange Commission as part of a tender offer statement. BTI shareholders will
be able to obtain such tender offer statement, including the offer to purchase
and related materials, for free at the Commission's Web site at www.sec.gov.
Such documents also will be available at no charge from CertainTeed
Corporation's information agent, Innisfree M&A Incorporated, at 212-750-5833 or
1-888-750-5834. BTI shareholders are urged to carefully read the complete
terms and conditions of those materials prior to making any decisions with
respect to an actual offer.
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BTI develops and manufactures engineered reinforcements for the composite
industry. Examples of products manufactured with BTI engineered reinforcements
include ballistic armor, boats, snowboards, truck panels, wind-blades,
automotive parts, marine pilings, bridges, and offshore oil and gas production
equipment. BTI has manufacturing facilities in Maine, Texas and the UK.
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.
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This release may contain some forward-looking statements. We undertake 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
