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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
AMENDMENT NO. 4 TO
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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BRUNSWICK TECHNOLOGIES, INC.
(NAME OF SUBJECT COMPANY)
BRUNSWICK TECHNOLOGIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
117394 10 6
(CUSIP NUMBER OF COMMON STOCK)
MARTIN S. GRIMNES
CHIEF EXECUTIVE OFFICER
BRUNSWICK TECHNOLOGIES, INC.
43 BIBBER PARKWAY
BRUNSWICK, ME 04011
(207) 729-7792
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH A COPY TO:
Robert A. Trevisani, Esquire
Gadsby Hannah LLP
225 Franklin Street
Boston, MA 02110
(617) 345-7000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Brunswick Technologies, Inc., a Maine corporation (the "Company" hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9 dated May 3, 2000 (as amended, the "Schedule 14D-9") relating to the
tender offer by VA Acquisition Corporation, (the "Purchaser") and a wholly-owned
subsidiary of CertainTeed Corporation, a Delaware Corporation (the "Parent")
both of which are indirect wholly owned subsidiaries of Compagnie de
Saint-Gobain, a French corporation, to purchase outstanding shares of common
stock, par value $.0001 per share (the "Shares"), of the Company at a price of
$8.00 per share, net to the sellers in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 20, 2000 and in the
related Letter of Transmittal as disclosed in the Tender Offer Statement on
Schedule 14D-1 dated April 20, 2000, as amended by Amendments No. 1 through 10
to Schedule 14D-1 dated April 24, 2000, April 26, 2000, April 28, 2000, May 2,
2000, May 2, 2000, May 3, 2000, May 4, 2000, May 5, 2000, May 8, 2000 and May
11, 2000, respectively. All capitalized terms shall have the meanings assigned
to them in the Schedule 14D-9, as amended to date, unless otherwise indicated
herein.
Item 8 is hereby amended by the addition of the following:
On May 12, 2000, the Company issued a press release relative to the
recommendation of Institutional Shareholder Services with respect to the Annual
Meeting of Stockholders of the Company.
A copy of the press release is filed as Exhibit 13 to the Schedule 14D-9
and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended by addition of the following:
Exhibit 13 Press Release of Brunswick Technologies, Inc. dated May
12, 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.
BRUNSWICK TECHNOLOGIES, INC.
By: /s/ MARTIN S. GRIMNES
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Name: Martin S. Grimnes
Title: Chief Executive Officer
Dated: May 12, 2000
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EXHIBIT INDEX
Exhibit 1. Part I, Item 1: "Business -- Supply," of the Company's
Annual Report on Form 10-K for the year ended December 31,
1999 (previously filed with the Commission on March 30, 2000
and hereby incorporated by reference).
Exhibit 2. Definitive Proxy Statement of the Company dated April 17,
2000 (previously filed with the Commission on April 17, 2000
and hereby incorporated by reference), as supplemented by
Definitive Additional Materials dated April 25, 2000
(previously filed with the Commission on April 25, 2000 and
hereby incorporated by reference) and as supplemented by
Definitive Additional Materials dated April 28, 2000
(previously filed with the Commission on April 28, 2000 and
hereby incorporated by reference).
*Exhibit 3. Form of Employment Agreement with certain executive officers
of the Company.
*Exhibit 4. Complaint filed by the Company on April 26, 2000.
*Exhibit 5. Letter to Stockholders, dated May 3, 2000.
*Exhibit 6. Press Release issued by the Company on May 3, 2000.
*Exhibit 7. Opinion of McDonald Investments dated May 3, 2000 (contained
as Annex A to this Schedule 14D-9 and hereby incorporated by
reference).
*Exhibit 8. Letter of the Company to Saint-Gobain dated April 17, 2000.
*Exhibit 9. Press Release, dated May 5, 2000 issued by Brunswick
Technologies, Inc.
*Exhibit 10. Letter of Brunswick Technologies, Inc., dated May 5, 2000.
*Exhibit 11. Press Release of Brunswick Technologies, Inc., dated May 8, 2000.
*Exhibit 12. Letter of Brunswick Technologies, dated May 10, 2000 published
in a number of Maine newspapers.
Exhibit 13. Press Release of Brunswick Technologies, dated May 12, 2000.
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* Previously filed.
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BRUNSWICK TECHNOLOGIES INC. 43 Bibber Parkway Tel: 207-729-7792
Brunswick, Maine, USA Fax: 207-729-7877
[LOGO]
CONTACTS:
Phil Harmon Citigate Sard Verbinnen
Brunswick Technologies, Inc. David Reno/Andrew Cole
(207) 729-7792 (212) 687-8080
BRUNSWICK TECHNOLOGIES SAYS
INSTITUTIONAL SHAREHOLDER SERVICES (ISS)
RECOMMENDS INVESTORS SUPPORT MANAGEMENT PROPOSALS
AT ANNUAL MEETING
ISS RECOMMENDS ELECTION OF BTI DIRECTORS AND
APPROVAL OF PLAN TO AMEND 1997 EQUITY INCENTIVE PLAN;
RECOMMENDS INVESTORS DISCARD VETROTEX "BLUE" PROXY CARD
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BRUNSWICK, ME, MAY 12, 2000 - Brunswick Technologies, Inc. (Nasdaq: BTIC)
("BTI"), a leading manufacturer and innovative developer of composite
reinforcements, said today that Institutional Shareholders Services ("ISS"), the
world's leading provider of proxy advisory services, has recommended to
investors that they support BTI management's proposals contained in management's
proxy for the Company's annual meeting scheduled for May 16, 2000.
ISS has recommended for the election of BTI's directors, the approval of a
plan to amend the 1997 Equity Incentive Plan and ratification of
PricewaterhouseCoopers LLP as the Company's independent auditors. ISS
recommended that investors execute their votes on management's white proxy card.
ISS further recommended that its clients discard the blue proxy card
distributed by Vetrotex CertainTeed Corporation, a wholly-owned subsidiary of
Compagnie de Saint Gobain, which is currently engaged in a unsolicited, hostile
takeover attempt of BTI.
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"We are pleased that ISS, a reputable and independent proxy advisor,
supports our proposals," said Martin S. Grimnes, Chairman and Chief Executive
Officer of BTI. "We continue to believe that Saint-Gobain's opposition to our
proposals is a thinly-veiled and self-serving effort to force their inadequate,
unsolicited offer on BTI shareholders."
Grimnes concluded, "With the assistance of our financial advisors, McDonald
Investments, BTI's Board of Directors is continuing to aggressively explore
strategic alternatives to enhance value for all of our shareholders. We will
promptly report any developments resulting from these efforts."
Examples of products manufactured with BTI engineered reinforcements
include: ballistic armor, boats, snowboards, railcars, truck panels, wind
blades, airframe structures, automotive parts, marine pilings, bridges, and
offshore oil and gas production equipment. BTI has manufacturing facilities in
the Maine, Texas and the UK.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Matters discussed in this news release, including any discussion of or impact,
expressed or implied, on the Company's anticipated revenue growth, operating
results and future earnings per share contain forward-looking statements
(identified by the words "expect", "estimate", "project", "plans", "believe",
and similar expressions) that involve known and unknown risks and uncertainties.
For these statements the company claims the protection of the safe harbor of the
private Securities Litigation Reform Act of 1995. The company's results may
differ significantly from the results indicated by such forward-looking
statements. The Company's future results are dependent upon general economic
conditions, the availability of supplies of fiberglass, the ability to expand
new and existing markets, competition from competing product lines from both
fiberglass and non-fiberglass suppliers, the ability to manage growth in
inventory, the stability of its customers' capital spending plans and the
ability of the company to obtain necessary capital from time to time. These and
other risks are detailed from time to time in the Company's SEC reports,
including Form 10K for the year ended December 31, 1999.
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