<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
---------------------
BRUNSWICK TECHNOLOGIES, INC.
(Name of Subject Company)
------------------------
VA ACQUISITION CORPORATION
CERTAINTEED CORPORATION
Indirect wholly owned subsidiaries of
COMPAGNIE DE SAINT-GOBAIN
(Name of Filing Person--Offeror)
------------------------
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
117394 10 6
(CUSIP Number of Class of Securities)
------------------------
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)
------------------------
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
------------------------
<PAGE>
CALCULATION OF FILING FEE
________________________________________________________________________________
TRANSACTION VALUATION* AMOUNT OF FILING FEE
________________________________________________________________________________
________________________________________________________________________________
$40,735,280 $8,147
________________________________________________________________________________
* 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.
[x] 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: [ ]
2
<PAGE>
This Amendment No. 9 (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, by Amendment No. 2, by
Amendment No. 3, by Amendment No. 4, by Amendment No. 5, by Amendment No. 6, by
Amendment No. 7 and by Amendment No. 8 thereto filed with the Commission on
April 24, 2000, April 26, 2000, April 28, 2000, May 2, 2000, May 2, 2000, May 3,
2000, May 4, 2000 and May 5, 2000, respectively (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.
This Amendment No. 9 to Schedule TO also constitutes Amendment No. 9 to the
statement on Schedule 13D of Parent, Saint-Gobain and Vetrotex, filed on
February 18, 1997.
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)(15) Text of press release and open letter to the directors of Brunswick
Technologies, Inc. issued by CertainTeed, dated May 8, 2000.
3
<PAGE>
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: May 8, 2000
VA Acquisition Corporation
By: /s/ John R. Mesher
------------------
John R. Mesher
Vice President and Secretary
CertainTeed Corporation
By: /s/ John R. Mesher
------------------
John R. Mesher
Vice President, General Counsel
and Secretary
4
<PAGE>
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.*
(a)(11) Text of letter to shareholders of Brunswick Technologies, Inc. dated May
2, 2000.*
(a)(12) Text of press release issued by CertainTeed, dated May 2, 2000.*
(a)(13) Text of press release issued by CertainTeed, dated May 3, 2000.*
(a)(14) Text of newspaper advertisement issued by CertainTeed and published on
May 4, 2000 in the Portland Press Herald and Brunswick Times Record.*
(a)(15) Text of press release and open letter to the directors of Brunswick
Technologies, Inc. issued by CertainTeed, dated May 8, 2000.
(d) None.
(g) None.
(h) Not applicable.
___________________________
* Previously filed as exhibits to Schedule TO.
5
<PAGE>
CERTAINTEED SENDS OPEN LETTER TO BTI BOARD OF DIRECTORS
Valley Forge, PA, May 8, 2000 - CertainTeed Corporation, a wholly owned
subsidiary of Compagnie de Saint-Gobain (Paris, France), today sent the
following letter to the Board of Directors of Brunswick Technologies, Inc.
(Nasdaq: BTIC):
May 8, 2000
AN OPEN LETTER TO THE DIRECTORS OF BRUNSWICK TECHNOLOGIES, INC.
Dear Brunswick Technologies Director:
You have stated publicly on a number of occasions that your fiduciary duty
requires you to consider the effect of our offer on your corporate
constituencies in addition to the shareholders. We couldn't agree more, and we
believe that our offer is in the best interest of all your constituencies.
THE CERTAINTEED OFFER
CertainTeed's parent company, Saint-Gobain, is responsible for over 30,000 jobs
in its U.S. companies alone and approximately 165,000 worldwide. We understand
the importance of a motivated work force and would welcome BTI employees into
our family of companies.
o We are committed to growing BTI's operations, especially in Brunswick.
o We will honor all existing customer and raw materials supply
agreements.
o We know that the value of BTI lies in its people - our success depends
on them.
OUR PROXY STATEMENT FOR THE ANNUAL MEETING
Because of various statements in BTI's revised proxy materials and in BTI's
communications with its shareholders concerning our position relative to the
1997 Equity Incentive Plan, it is important that we clarify our objectives once
and for all. We have consistently supported BTI's employee stock option
programs in the past, particularly when used to reward deserving employees at
all levels. Used properly, such programs can be very useful in attracting and
retaining valuable employees. However, we have two specific objections to the
proposed amendment:
-more-
<PAGE>
o The BTI Board's track record has been to concentrate options among
senior management, and we are concerned that this trend will continue.
o We are very concerned that such a large number of new options could be
granted at below market prices, thereby diluting equity for all
shareholders.
We want to be sure that the proposed amendment to BTI's 1997 Equity Incentive
Plan will provide incentives for all employees. A recent resolution by the BTI
Board indicated that no option grants would be awarded to EXECUTIVE OFFICERS
under the Plan for at least 90 days, and BTI officials have made public comments
to the effect that the resolution was made to benefit employees. However, this
resolution is non-binding and provides no assurance that grants would not be
made to directors or consultants. Additionally, neither the amendment nor the
resolution does anything to address an extraordinary feature of the Plan that
permits BTI to grant options with exercise prices of as little as 50% OF FAIR
MARKET VALUE at the time of the grant.
We believe that the proposed amendment, combined with the overly generous
severance arrangements recently put into place for BTI management, only serves
to benefit senior management, not all BTI employees.
# # #
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
