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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
(Amendment No. 4)
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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
________________________________________________________________________________
________________________________________________________________________________
$40,735,280 $8,147
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* 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: [ ]
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This Amendment No. 4 (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 and by
Amendment No. 3 thereto filed with the Commission on April 24, 2000, April 26,
2000 and April 28, 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. 4 to Schedule TO also constitutes Amendment No. 4 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)(11) Text of letter to shareholders of Brunswick Technologies, Inc.
dated May 2, 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.
Dated: May 2, 2000
VA Acquisition Corporation
By: /s/ John R. Mesher
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John R. Mesher
Vice President and Secretary
CertainTeed Corporation
By: /s/ John R. Mesher
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John R. Mesher
Vice President, General Counsel
and Secretary
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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.
(d) None.
(g) None.
(h) Not applicable.
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* Previously filed as exhibits to Schedule TO.
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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.
