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PRELIMINARY COPY -- SUBJECT TO COMPLETION
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
BRUNSWICK TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
BRUNSWICK TECHNOLOGIES, INC.
(Name of Person Filing Proxy Statement)
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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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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PRELIMINARY COPY SUBJECT TO COMPLETION
[BRUNSWICK TECHNOLOGIES, INC. LETTERHEAD]
May , 2000
TO: ALL SHAREHOLDERS OF BRUNSWICK TECHNOLOGIES, INC.
Dear Fellow BTI Shareholder:
As you know, the BTI board is recommending that you reject the pending
offer by the French corporation, Compagnie de Saint-Gobain, and its affiliates
to purchase all outstanding shares of common stock of BTI for $8.00 per share.
We believe the offer is inadequate and not in the best interests of
shareholders. We are working with our financial advisors, McDonald Investments,
to explore more appropriate alternatives. The offer fails to recognize the
current value of BTI and its significant long-term value as it continues to
implement plans for growth. In addition, we have continuously asked Saint-Gobain
to explain their valuation of BTI and to demonstrate why their offer is
justified. We have extended an invitation to Saint-Gobain to discuss their offer
and they have declined to meet with us. WE URGE YOU NOT TO TENDER YOUR SHARES AT
THIS TIME.
As part of Saint-Gobain's efforts to force you to accept the inadequate
tender of $8.00 per share, Saint-Gobain's affiliate, Vetrotex CertainTeed
Corporation, requested we call a Special Meeting of Stockholders for the purpose
of discharging the elected members of your Board. The Special Meeting will take
place on Friday, June 16, 2000, at [10:00 a.m.], at [Holiday Inn by the Bay, 88
Spring Street, Portland, Maine 04101]. Your Board believes the Saint-Gobain
offer and the Special Meeting are carefully timed to take advantage of the
current low price of our stock and to deprive the Company and its shareholders
of the opportunity to realize full and appropriate value for their shares. YOU
SHOULD NOT FEEL OBLIGATED TO RESPOND TO SAINT-GOBAIN'S OFFER OR THE VETROTEX
SOLICITATION FOR THE SPECIAL MEETING. IF YOU DO VOTE, WE URGE YOU TO VOTE
"AGAINST" OR "WITHHOLD" YOUR VOTE ON ALL PROPOSALS SUBMITTED AT THE SPECIAL
MEETING BY VETROTEX OR ITS AFFILIATES.
We ask that you read the enclosed Proxy Statement carefully, and that you
fill out and sign the enclosed [COLOR] proxy card as soon as possible and mail
it in the envelope provided. We urge you not to vote the blue proxy card
received from Vetrotex.
If you have any questions or need assistance in voting your shares, please
call our proxy solicitor, Morrow & Co., Inc., toll-free at (800) 662-5200.
We thank you for your continued support.
On behalf of the Board of Directors,
--------------------------------------
Martin S. Grimnes
Chairman and Chief Executive Officer
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PRELIMINARY COPY SUBJECT TO COMPLETION, DATED MAY , 2000
BRUNSWICK TECHNOLOGIES, INC.
EXECUTIVE OFFICES:
43 BIBBER PARKWAY
BRUNSWICK, ME 04011
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 16, 2000
PROXY STATEMENT OF BRUNSWICK TECHNOLOGIES, INC.
IN OPPOSITION TO
SOLICITATION OF VETROTEX CERTAINTEED CORPORATION
A Special Meeting of Stockholders of Brunswick Technologies, Inc. ("BTI" or
the "Company") will be held on Friday, June 16, 2000 at [10:00 a.m.], at
[Holiday Inn by the Bay, 88 Spring Street, Portland, Maine 04101]. All BTI
shareholders are urged to participate in this Special Meeting, either by
attending in person or by mailing in votes by proxy using the [COLOR] proxy card
and enclosed envelope. THE BTI BOARD OF DIRECTORS DID NOT REQUEST THIS SPECIAL
MEETING AND DOES NOT SUPPORT ANY PROPOSALS THAT HAVE BEEN SUBMITTED FOR A VOTE
AT THE SPECIAL MEETING. WE URGE YOU TO VOTE "AGAINST" OR " WITHHOLD" YOUR VOTE
ON ALL THREE SPECIAL MEETING PROPOSALS BY USING THE [COLOR] PROXY CARD.
This Proxy Statement and the accompanying [COLOR] proxy card are being
furnished by the Company and its Board of Directors (the "Board") to the holders
of outstanding shares of BTI common stock, par value $0.0001 per share ("Common
Stock"), in opposition to the solicitation of Special Meeting proxies by
Vetrotex CertainTeed Corporation ("Vetrotex"). Vetrotex is an affiliate of the
French corporation, Compagnie de Saint-Gobain ("Saint-Gobain"), which, with its
subsidiaries, CertainTeed Corporation ("CertainTeed") and VA Acquisition
Corporation, has commenced a tender offer to purchase BTI shares for only $8.00
per share, as further described in its Schedule TO and related Offer to Purchase
dated April 20, 2000, filed with the Securities and Exchange Commission (the
"SEC" or the "Commission"), as amended to date (the "Tender Offer"). We have
advised you that the Tender Offer is inadequate and not in your best interests.
Vetrotex has called this Special Meeting so that BTI shareholders could consider
the following three Proposals, all of which your Board recommends AGAINST: (1)
purportedly to amend the Articles of Incorporation to change the vote required
to remove directors; (2) regardless of whether such amendment is approved by the
shareholders, to remove the entire Board; and (3) if any Board members are
removed, to elect new directors to fill any resulting vacancies in the Board
(each a "Vetrotex Proposal"). WE BELIEVE THAT THE VETROTEX PROPOSALS REPRESENT
ANOTHER ATTEMPT TO FORCE THE INADEQUATE TENDER OFFER ON BTI SHAREHOLDERS AND WE
STRONGLY URGE YOU TO VOTE "AGAINST" OR "WITHHOLD" YOUR VOTE ON ALL THREE
VETROTEX PROPOSALS.
To be approved, Vetrotex Proposal 1 will require the affirmative vote of a
majority of the outstanding shares of Common Stock. Vetrotex Proposal 2 will
require the affirmative vote of two-thirds of the outstanding shares of Common
Stock. In the case of either Vetrotex Proposal 1 or Vetrotex Proposal 2,
abstentions and broker non-votes will have the same effect as a vote against the
proposal. Vetrotex Proposal 3 will be voted upon only if Vetrotex Proposal 2 is
adopted, in which case those seven candidates receiving the greatest number of
votes cast at the meeting shall be deemed elected. Broker non-votes and
abstentions will not affect the election of directors.
The record date for determining shareholders entitled to vote at the
Special Meeting (and any adjournment) is May 2, 2000. All shareholders of record
as of the close of business on that day will be entitled to cast one vote per
share. As of the record date, there were [5,230,823] shares of Common Stock
issued and outstanding. The presence at the Special Meeting, either in person or
by proxy, of the holders of more than one-half of the outstanding shares is
required for a quorum.
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This Proxy Statement and the enclosed [COLOR] proxy card are first being
mailed to shareholders on or about May , 2000.
IF YOU HOLD BTI SHARE CERTIFICATES IN YOUR OWN NAME AND WANT TO REJECT THE
EFFORTS OF VETROTEX AND ITS AFFILIATES TO TAKE CONTROL OF THE COMPANY, WE URGE
YOU TO FILL OUT THE [COLOR] PROXY CARD, SIGN AND DATE THE CARD, AND MAIL IT
PROMPTLY IN THE POSTAGE PAID ENVELOPE PROVIDED.
IF YOU HOLD YOUR BTI SHARES THROUGH A BROKER OR BANK (I.E., IN "STREET
NAME"), ONLY YOUR BROKER OR BANK CAN VOTE YOUR SHARES. PLEASE CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT HIM OR HER TO VOTE A [COLOR] PROXY
CARD ON YOUR BEHALF -- AND IN OPPOSITION TO THE PROPOSALS OF VETROTEX -- TODAY.
THE UNSOLICITED TENDER OFFER
On May 3, 2000, the BTI Board of Directors recommended that BTI
shareholders reject the Tender Offer as inadequate.
After a careful review of the Tender Offer, with the assistance of our
financial advisors, the Board determined that the Tender Offer is inadequate
from a financial point of view and does not recognize the inherent value of this
Company, especially given our strong emerging new technologies and our leading
position in the industry. The Board believes it is in the best interest of all
shareholders at this time to aggressively explore strategic alternatives to
enhance value for BTI shareholders and has formed a committee of independent
directors to oversee this process as it continues to implement plans for growth.
Details concerning our response to the unsolicited tender offer can be
found in the Schedule 14D-9, dated May 3, 2000, as amended to date, which has
been mailed to all BTI shareholders. The complete Schedule 14D-9 was filed with
the SEC on May 3. Electronic copies of the Schedule 14D-9 and subsequent
amendments are available for free on the SEC's Internet web site at
http://www.sec.gov. Copies are also available from the Company or Morrow & Co.,
Inc. ("Morrow"), the firm assisting us in this solicitation.
PLEASE REJECT THE TENDER OFFER AND VOTE "AGAINST" OR "WITHHOLD" YOUR VOTE
ON ALL THREE VETROTEX SPECIAL MEETING PROPOSALS TODAY
If you have any questions about giving your proxy or if you otherwise need
assistance, please contact Morrow as shown below:
Morrow & Co., Inc.
455 Park Avenue, 5th Floor
New York, New York 10022
Call Toll-free: (800) 662-5200
REASONS FOR THE SOLICITATION
Vetrotex, the shareholder calling the Special Meeting, is an affiliate of
Saint-Gobain and the other companies involved in the Tender Offer. We have
rejected the Tender Offer as inadequate and not in your best interests. WE
BELIEVE THAT THE SPECIAL MEETING PROPOSALS OF VETROTEX REPRESENT ANOTHER ATTEMPT
TO FORCE THE INADEQUATE TENDER OFFER ON BTI SHAREHOLDERS AND WE STRONGLY URGE
YOU TO VOTE "AGAINST" OR "WITHHOLD" YOUR VOTE ON ALL THREE SPECIAL MEETING
PROPOSALS OF VETROTEX. YOU CAN DO THIS BY SIGNING, DATING AND RETURNING THE
ENCLOSED [COLOR] PROXY CARD WITH THE POSTAGE PAID ENVELOPE PROVIDED. If
shareholders vote "AGAINST" Vetrotex Proposals 1 and 2, and "WITHHOLD" their
votes on Proposal 3 at the Special Meeting, your current Board will remain in
place, and will be able to continue to serve your best interests and explore
alternatives to maximize shareholder value while the Company continues to
implement its plans for growth.
If shareholders do not vote as suggested by the BTI Board, the Vetrotex
nominees for the BTI Board intend, if elected, to cause BTI to enter into a
merger agreement with CertainTeed, an affiliate of Vetrotex. In
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the proposed merger, BTI shareholders would receive cash consideration for their
shares equal to the Tender Offer price, which the Company's Board of Directors
has deemed inadequate.
FOR THESE REASONS, THE COMPANY'S BOARD RECOMMENDS THAT YOU VOTE "AGAINST"
OR "WITHHOLD" YOUR VOTE ON EACH OF THE SPECIAL MEETING PROPOSALS OF VETROTEX
DESCRIBED BELOW.
SPECIAL MEETING PROPOSALS
Vetrotex, an affiliate of the companies proposing the inadequate Tender
Offer, called this Special Meeting for the purpose of acting upon three
Proposals, all of which your Board recommends AGAINST: (1) purportedly to amend
the Articles of Incorporation to change the vote required to remove directors;
(2) regardless of whether such amendment is approved by the shareholders, to
remove the entire Board; and (3) if any Board members are removed, to elect new
directors to fill any resulting vacancies in the Board.
THE BTI BOARD RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSALS 1 AND 2, AND
THAT YOU "WITHHOLD" YOUR VOTE ON PROPOSAL 3, THE VETROTEX-NOMINATED SLATE OF
DIRECTORS.
IF SHAREHOLDERS VOTE "AGAINST" OR TO "WITHHOLD," AS APPROPRIATE, ON ALL
THREE PROPOSALS, YOUR CURRENT BOARD WILL REMAIN IN PLACE AND INTENDS TO ACT IN
THE BEST INTERESTS OF BTI SHAREHOLDERS AND TO CONSIDER OTHER REASONABLE
ALTERNATIVES TO THE TENDER OFFER IN ORDER TO MAXIMIZE SHAREHOLDER VALUE AS IT
CONTINUES TO IMPLEMENT ITS PLANS FOR GROWTH.
Vetrotex Proposal 1 -- Your Board is Against this Proposal
Vetrotex asserts that Proposal 1 asks you to approve an amendment to the
Company's Articles of Incorporation to change the vote required to remove
directors. The Company's Articles of Incorporation state that that it takes the
affirmative vote of two-thirds of the outstanding shares to remove a director
from the Company's Board.
Vetrotex states that it is proposing that removal of directors be
accomplished by a LESSER STANDARD than is currently permitted by the Company's
Articles of Incorporation. We believe, however, that removal of the BTI Board is
a serious matter and should NOT be modified or made subject to a lesser standard
than is currently permitted in the Company's Articles of Incorporation.
PROPOSAL 1 IS BEING PROPOSED BY VETROTEX AS AN ASSERTED MEANS TO LOWER THE
STANDARD REQUIRED TO REMOVE THE CURRENT BTI BOARD AND PROPOSE A BOARD THAT WILL
ACCEPT THE INADEQUATE $8.00 PER SHARE TENDER OFFER.
THE BTI BOARD RECOMMENDS YOU VOTE "AGAINST" VETROTEX PROPOSAL 1.
Vetrotex Proposal 2 -- Your Board is Against this Proposal
Vetrotex Proposal 2 asks you to remove the entire Board listed below.
Regardless of whether Proposal 1 is approved at the Special Meeting, Vetrotex
intends to propose that the entire BTI Board be removed from office.
PROPOSAL 2 IS AN ATTEMPT BY VETROTEX TO CREATE VACANCIES IN THE BOARD SO
THEY CAN DESIGNATE FOR ELECTION A NEW SLATE OF BOARD MEMBERS WHO WILL ACT ON
BEHALF OF VETROTEX AND SUPPORT THE INADEQUATE $8.00 PER SHARE TENDER OFFER. WE
ASK THAT YOU SUPPORT THE CURRENT BOARD OF DIRECTORS AND VOTE "AGAINST" VETROTEX
PROPOSAL 2.
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At our Annual Meeting to be held May 16, 2000, the following six directors
are standing for re-election, for a one-year term to expire at the 2001 Annual
Meeting:
<TABLE>
<CAPTION>
POSITION DIRECTOR
NAME AGE WITH COMPANY SINCE
- ---- --- ------------ --------
<S> <C> <C> <C>
Martin S. Grimnes................ 52 Chairman of the Board, Chief 1984
Executive Officer and Director
William M. Dubay................. 49 President, Chief Operating 1997
Officer
and Director
Richard J. Corbin(2)............. 61 Director 1999
Kenneth J. Hatten................ 56 Director 2000
Max G. Pitcher(1)................ 64 Director 1997
Peter N. Walmsley(1)............. 64 Director 1991
</TABLE>
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(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
The BTI Board is seeking a seventh person to fill the remaining vacancy on
the Board. David E. Sharpe, an executive officer of Vetrotex, had served as a
director of BTI since 1993. Mr. Sharpe will not be standing for re-election and
recently resigned from the BTI Board.
If BTI shareholders want their Board to maximize shareholder value, seek
strategic alternatives to the Tender Offer, and continue to implement the
Company's plans for growth, we believe they should take action to keep the
current Board in place. Therefore, at the Special Meeting:
THE BOARD RECOMMENDS THAT YOU VOTE "AGAINST" VETROTEX PROPOSAL 2
Vetrotex Proposal 3 -- Your Board is Against this Proposal
If Vetrotex Proposal 2 is approved, those BTI shareholders who are present
at the Special Meeting, in person or by proxy, will be entitled under Maine law
to elect directors to fill the resulting vacancies on the Board of Directors.
Unlike at the Annual Meeting, any shareholder present at the Special Meeting may
nominate one or more candidates for election to the Board. Vetrotex Proposal 3
asks you to elect new directors nominated and supported by Vetrotex, to fill any
vacancies in the Board.
If elected as the new directors of BTI, we believe the Vetrotex nominees
will approve and submit to the shareholders the merger proposed in the Tender
Offer materials, by which CertainTeed would acquire beneficial ownership of any
outstanding BTI shares not already owned by Vetrotex, and take other steps to
remove impediments to the Tender Offer.
THE EXECUTION OF A [COLOR] PROXY CARD WILL ALLOW YOU TO "WITHHOLD" VOTES
FROM THE VETROTEX NOMINEES AND WILL SHOW THAT YOU HAVE REJECTED THE TENDER OFFER
AS INADEQUATE.
THE COMPANY'S BOARD RECOMMENDS THAT YOU "WITHHOLD" YOUR VOTE ON EACH OF THE
VETROTEX DIRECTOR NOMINEES LISTED IN VETROTEX PROPOSAL 3.
VOTING AND PROXY PROCEDURE
When properly signed and returned, the enclosed [COLOR] proxy card will be
voted in accordance with the choices marked. If no choice is specified, a
[COLOR] proxy card will be voted "AGAINST" Vetrotex Proposals 1 and 2 and to
"WITHHOLD" authority to vote for the election of the Vetrotex nominees listed on
the [COLOR] proxy card.
A proxy may be revoked at any time before it is voted. A shareholder may
revoke any previously signed proxy by giving notice of revocation to the Clerk
of the Company before the particular vote is taken at the
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Special Meeting, by signing and returning a later-dated proxy at or before the
Special Meeting, or by voting in person at the Special Meeting.
If you have signed a proxy card on a form presented by Vetrotex (i.e., on a
card that is some color other than [COLOR]) and wish to change your vote on any
matter, we recommend that you revoke that proxy by signing a [COLOR] proxy card.
Please send any proxy card or revocation to the Company or its proxy
soliciting agent, Morrow, in the postage-paid envelope provided by us, to:
Morrow & Co., Inc.
455 Park Avenue, 5th Floor
New York, New York 10022
CALL TOLL-FREE: (800) 662-5200
To assure that your voting instructions will be submitted to the Special
Meeting, PLEASE LEAVE TIME FOR THESE DOCUMENTS TO BE RECEIVED BY MORROW BEFORE
FRIDAY, JUNE 16, 2000. IF YOU HAVE ANY QUESTIONS ABOUT HOW TO COMPLETE OR SUBMIT
YOUR [COLOR] PROXY CARD OR ANY OTHER QUESTIONS, MORROW WILL BE PLEASED TO ASSIST
YOU. YOU MAY CALL MORROW TOLL-FREE AT (800) 662-5200.
If you own your BTI shares through a broker, bank or other institution
(i.e., in "street name"), you are not entitled to vote those shares directly,
but rather must give voting instructions to your broker, bank or other
institution. To assure that your instructions are carried out correctly, please
confirm your instructions in writing to the person responsible for your account
and provide a copy of those instructions to Morrow, at the address set forth
above, so that we can check to see whether your instructions are followed.
PARTICIPANTS IN THE SOLICITATION
We have retained Morrow, at an estimated fee of $200,000, plus reasonable
out-of-pocket expenses, to assist in the solicitation of proxies for the Special
Meeting and in connection with communications with stockholders with respect to
the Tender Offer. Approximately 40 persons will be utilized by Morrow in its
efforts. We will reimburse brokerage houses, banks, custodians and other
nominees and fiduciaries for out-of-pocket expenses incurred in forwarding BTI's
proxy materials to, and obtaining instructions relating to such materials from,
beneficial owners of BTI shares. [We have agreed to indemnify Morrow against
certain liabilities and expenses in connection with its engagement, including
certain liabilities under the federal securities laws.]
McDonald Investments, Inc. ("McDonald Investments") is acting as financial
advisor to BTI in connection with the Tender Offer. Pursuant to a letter
agreement dated April 27, 2000 (the "Letter Agreement"), the Company has
retained McDonald Investments in connection with the Tender Offer. Pursuant to
the Letter Agreement, the Company has paid a retainer fee of $35,000 upon its
execution of its engagement letter with the Company and a fee of $200,000 in
connection with its delivery of a report or opinion to the Company. The Company
has agreed with McDonald Investments that if a transaction takes place involving
the sale of the business and assets of the Company by way of tender offer,
merger, asset sale, divestiture, other transaction or combination thereof (a
"Transaction"), the Company will pay to McDonald Investments at the closing of
such Transaction a transaction fee equal to 2% of the first $47.6 million of the
transaction value and 3% of the amount that exceeds $47.6 million (the
"Transaction Fee"). The Company has also agreed to reimburse McDonald
Investments for its reasonable out-of-pocket expenses, including legal fees,
incurred in connection with its engagement by the Company. In addition, the
Company has agreed to indemnify McDonald Investments against certain liabilities
in connection with its engagement. McDonald Investments is an investment banking
firm engaged on a regular basis to provide a range of investment banking and
financial advisory services, including the valuation of businesses and their
securities in connection with mergers and acquisitions.
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<PAGE> 8
McDonald Investments may be deemed to be a "participant" in this proxy
solicitation, as such term is defined in Schedule 14A promulgated under the
Securities Exchange Act of 1934; however, McDonald Investments does not believe
that it or any of its respective partners, directors, officers, employees,
affiliates or controlling persons, if any, is a "participant" as defined in
Schedule 14A or that Schedule 14A requires the disclosure of information
concerning McDonald Investments. McDonald Investments is an investment banking
firm engaged on a regular basis to provide a range of investment banking and
financial advisory services, including the valuation of businesses and their
securities in connection with mergers and acquisitions. [In the normal course of
its business, McDonald Investments may trade securities of BTI for its own
account and the accounts of their customers and, accordingly, may at any time
hold a long or short position in such securities. McDonald Investments has
informed BTI that, as of the date hereof, it does not hold BTI shares for its
own account. McDonald Investments and/or certain of its respective affiliates
may have voting and dispositive power with respect to certain BTI shares held in
asset management, brokerage and other accounts. McDonald Investments and each of
its respective affiliates disclaim beneficial ownership of such shares.]
The Company's Board, and certain persons, directors and executive officers
of the Company, may be deemed to be "participants" in the solicitation of
proxies. The participants in the solicitation may include all directors of the
Company, as named in this proxy statement, as well as certain executive officers
of the Company: Martin S. Grimnes, Chairman and Chief Executive Officer, William
M. Dubay, President and Chief Operating Officer, Robert Fuller, Vice President
of Sales, Alan M. Chesney, Vice President, Chief Financial Officer and
Treasurer, and Thomas W. Wallace, Vice President of Manufacturing. None of such
persons will receive any additional compensation for such activities. Except as
otherwise disclosed in this proxy statement, none of such persons own any common
stock or have any other substantial interest, direct or indirect, in BTI.
Proxies may be solicited by mail, in person, by telecommunication or by
other electronic means. The cost of the solicitation of proxies will be borne by
the Company.
We estimate that soliciting BTI shareholders will cost us $ in
fees for attorney, accountants, public relations or financial advisors,
solicitors, advertising, printing, transportation, litigation and other costs
incidental to the solicitation. Of that amount, we had incurred approximately
$ as of May , 2000.
ABSENCE OF DISSENTERS' RIGHTS
BTI shareholders are not entitled to dissenters' rights in connection with
the matters to be voted upon at the Special Meeting.
The Tender Offer itself will not give rise to dissenters' rights. If the
merger proposed in the Tender Offer or other similar merger is consummated,
dissenters' rights would be available to those BTI shareholders who meet the
requirements of Section 909 of the Maine Business Corporation Act.
VOTING AT THE SPECIAL MEETING WILL NOT PREVENT A SHAREHOLDER FROM LATER
EXERCISING DISSENTERS' RIGHTS AND DEMANDING APPRAISAL OF HIS OR HER SHARES.
CERTAIN INFORMATION ABOUT BTI
The Company is a Maine corporation, with its principal executive offices
located at, and with a mailing address of, 43 Bibber Parkway, Brunswick, Maine
04011. BTI manufactures composite reinforcement fabrics used to make boats,
snowboards, pilings, automobiles parts, bridges and other products. The current
directors and principal shareholders of BTI are listed in this proxy statement.
The Company made an initial public offering of its shares in February 1997, and
since that date has been subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Current
public information about the Company is available in the Company's filings with
the SEC. The Company will provide you with a copy of any of its filings for free
if you make your request in writing to the Company's executive offices, the
address of which is set forth above, attention, Martin S. Grimnes, Chief
Executive
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Officer. All of the Company's filings with the SEC are also available for free
on the SEC's EDGAR database at www.sec.gov.
CERTAIN INFORMATION ABOUT VETROTEX AND ITS AFFILIATED ENTITIES
INVOLVED IN THE UNSOLICITED TENDER OFFER
Vetrotex, a Delaware corporation, is wholly owned by CertainTeed, and is an
indirect wholly owned subsidiary of Saint-Gobain. Its principal executive
offices are located at 750 E. Swedesford Road, Valley Forge, Pennsylvania 19482.
The principal business of Vetrotex is the manufacture of fiberglass products for
reinforcing plastic and other materials. Vetrotex holds approximately 14% of the
common stock of the Company and is a major supplier of raw materials to the
Company.
VA Acquisition Corporation is a newly incorporated Maine corporation and an
indirect wholly owned subsidiary of CertainTeed organized to attempt to acquire
BTI. Its principal executive offices are located at 750 E. Swedesford Road,
Valley Forge, Pennsylvania 19482. Since its incorporation on April 14, 2000, it
has not conducted any business other than in connection with the Tender Offer.
CertainTeed is a Delaware corporation and an indirect wholly-owned
subsidiary of Saint-Gobain. Its principal executive offices are located at 750
E. Swedesford Road, Valley Forge, Pennsylvania 19482. The principal business of
CertainTeed is the manufacture of roofing; vinyl and fiber cement siding; vinyl
windows; vinyl fencing, deck and railing; ventilation products; piping products;
fiberglass insulation; and fiberglass products for reinforcing plastics and
other materials.
Saint-Gobain, a French corporation, is a publicly owned company whose
shares are listed for trading on the monthly settlement market of The Paris
Stock Exchange and on the principal European stock exchanges. Its principal
executive office is located at Les Miroirs, 18 avenue d'Alsace, 92400
Courbevoie, France (Postal Address: Les Miroirs, 92096 Paris La Defense Cedex).
Saint-Gobain has worldwide interests in businesses involving the manufacture of
flat glass, insulation and reinforcements, pipe, glass containers, industrial
ceramics and abrasives and the manufacture and distribution of building
materials. None of Vetrotex, VA Acquisition Corporation, CertainTeed, or
Saint-Gobain has a class of securities registered under the Exchange Act, and
accordingly none of these companies is required to file periodic reports, proxy
statements or other information with the SEC relating to its business, financial
condition or other matters.
All information in this proxy statement concerning Vetrotex, VA Acquisition
Corporation, CertainTeed or Saint-Gobain was provided by such parties and the
Company assumes no responsibility therefor.
CERTAIN LITIGATION
On April 26, 2000, the Company filed suit in the United States District
Court for the District of Maine in Portland, Maine (CA No. 00-CV-124-P-H),
seeking declaratory, injunctive and other relief against Vetrotex, VA
Acquisition Corporation, CertainTeed, and Saint-Gobain (collectively, the
"Defendants"). The Company's five-count Complaint and Jury Demand ("Complaint")
alleges violations of federal securities and State of Maine laws by the
Defendants. The Company alleges that the Defendants, owners of approximately 14%
of the outstanding shares of common stock of the Company and one of the
Company's major suppliers, violated Sections 13(d) and 14(d) of the Exchange
Act, and SEC regulations thereunder, by failing to make timely amendments to
their previously filed Schedule 13D disclosing their intent to acquire control
of the Company, and by failing to comply with SEC requirements concerning the
delivery to the Company of its Schedule TO and Tender Offer materials. The
Company has also made separate allegations regarding violations of Maine law for
tortious interference with business relations and civil conspiracy.
Simultaneous with the filing in court of its Complaint, the Company also
filed motions seeking a temporary restraining order and a preliminary injunction
preventing the Defendants from taking certain actions in its efforts to continue
the Tender Offer (the "Motions"). On April 28, 2000, Defendants Vetrotex, VA
Acquisition Corporation and CertainTeed filed an objection to the Company's
Motions. On May 2, 2000, the court denied the Company's Motions; however, the
Complaint has not been dismissed and remains under
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<PAGE> 10
consideration by the court. In light of the fact that such Defendants have
admitted a violation of the securities regulations, the Company has not
determined the future course of the litigation at this time, but notes that the
court reserved on the substantive issues presented by the Complaint.
The Company believes that although its preliminary Motions were denied, its
Complaint has merit, and that the filing of this litigation was necessary in
order to allow the Company sufficient time to respond to the Tender Offer and
assure that the Company's shareholders and the investing public at large are
fully and fairly apprised of all facts while deciding whether to tender their
shares as well as to seek compensation from Vetrotex with respect to damages
suffered by BTI as a consequence of wrongful actions by Vetrotex.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as of the date of this proxy
statement, to the best of the Company's knowledge, regarding beneficial
ownership of Common Stock of each person who is known by the Company to own
beneficially more than five percent (5%) of the Company's Common Stock, each
director, and each "named executive officer" (as defined in Item 402 of
Regulation S-K), certain other executive officers, as disclosed above, and all
directors and executive officers as a group.
<TABLE>
<CAPTION>
NAME OF OWNER+ NUMBER(1) PERCENT(1)
- -------------- --------- ----------
<S> <C> <C>
Vetrotex America(2)......................................... 713,746 13.65%
Martin S. Grimnes(3)........................................ 288,204 5.51%
Chairman, Chief Executive Officer and Director
William M. Dubay(4)......................................... 110,243 2.11%
President, Chief Operating Officer and Director
Robert Fuller(5)............................................ 69,537 1.3%
Vice President, Sales
Max G. Pitcher(6)........................................... 11,534 *
Director
Peter N. Walmsley(7)........................................ 8,976 *
Director
Richard J. Corbin(8)........................................ 5,149 *
Director
Kenneth J. Hatten(9)........................................ 2,125 *
Director
Alan M. Chesney(10)......................................... 12,095 *
Vice President, Chief Financial Officer and Treasurer
Thomas L. Wallace(11)....................................... 42,645 *
Vice President, Manufacturing
Dimensional Fund Advisors, Inc.(12)......................... 334,200 5.69%
Wellington Management Company, LLP(13)...................... 460,000 9.78%
All Directors and Executive Officers as a group(10
persons).................................................. 1,262,254 22.8%
</TABLE>
- ---------------
+ The address of Messrs. Corbin, Hatten, Walmsley, Grimnes, Dubay, Fuller,
Pitcher, Chesney, and Wallace, is c/o Brunswick Technologies, Inc., 43
Bibber Parkway, Brunswick, ME 04011. The address of Vetrotex America is 750
E. Swedesford Road, Valley Forge, PA 19482. The address of Dimensional Fund
Advisors, Inc. is 1299 Ocean Avenue, Santa Monica, California 90401. The
address of Wellington Management Company, LLP is 75 State Street, Boston MA
02109.
* Less than 1% of the outstanding shares of Common Stock.
(1) For the purpose of this table, shares of Common Stock, which to the
Company's knowledge, an individual or group has a right to acquire within
sixty (60) days upon the exercise of options or warrants, are deemed
outstanding for the purposes of computing the number and percentage of
shares beneficially owned by such individual or group. Such shares are not
deemed to be outstanding for the purpose of
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<PAGE> 11
computing the percentage of shares beneficially owned by any other
individual or group shown in the table. This table does not include 98
shares of Common Stock held by the executive officers of the Company
through the Company's 401(k) plan.
(2) Includes 713,746 shares of Common Stock beneficially owned by Vetrotex.
(3) Includes 141,004 shares of Common Stock subject to options exercisable
within 60 days.
(4) Includes 96,673 shares of Common Stock subject to options exercisable
within 60 days.
(5) Includes 69,537 shares of Common Stock subject to options exercisable
within 60 days.
(6) Includes 4,900 shares of Common Stock subject to options exercisable within
60 days.
(7) Includes 3,400 shares of Common Stock subject to options exercisable within
60 days.
(8) Includes 1,500 Common Stocks subject to options exercisable within 60 days.
(9) Includes 1,125 shares of Common Stock owned by The Hatten HR-10 Profit
Sharing Plan and Trust as to which the beneficial owner has shared
investment power.
(10) Includes 4,640 shares of Common Stock subject to options exercisable within
60 days.
(11) Includes 42,345 shares of Common Stock subject to options exercisable
within 60 days.
(12) Includes 334,200 shares of Common Stock as to which the beneficial owner
has sole voting power and sole dispositive power. Dimensional Advisors,
Inc. disclaims beneficial ownership of such securities. The information
with respect to the beneficial owner has been taken from the beneficial
owner's 13G filed with the Commission on February 3, 2000.
(13) Includes 460,000 shares of Common Stock as to which the beneficial owner
has shared voting power and shared dispositive power. The information with
respect to the beneficial owner has been taken from the beneficial owner's
Schedule 13G/A filed with the Commission on February 2, 2000.
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
The Board has approved employment contracts with certain executive
officers. The Company has since entered into such employment contracts with the
following executive officers (each an "Executive" and collectively, the
"Executives"): Martin S. Grimnes, Chairman and Chief Executive Officer; William
M. Dubay, President and Chief Operating Officer; Robert Fuller, Vice President,
Sales; Alan M. Chesney, Vice President, Chief Financial Officer and Treasurer;
and Thomas L. Wallace, Vice President, Manufacturing; and the Company's
subsidiary, Brunswick Technologies Europe Ltd. has entered into an employment
contract with Malcolm Lee, General Manager of Brunswick Technologies Europe,
Ltd. (each an "Employment Agreement" and collectively, the "Employment
Agreements"). The Employment Agreements are renewable year to year unless
terminated by either party. A copy of the form of Employment Agreements is
contained in the Company's Schedule 14D-9 filed with the Commission on May 3,
2000.
The term of employment under each of the Employment Agreements is for one
year, unless extended or earlier terminated as provided therein (the "Employment
Term"). Pursuant to each Employment Agreement, each Executive will receive a
base salary, subject to annual review for possible increase by the Compensation
Committee of the Board as follows: Martin Grimnes, $156,222; William Dubay,
$138,208; Alan Chesney, $116,363; Robert Fuller, $125,475; Thomas Wallace,
$122,371; Malcolm Lee, [*POUND SYMBOL*] 49,434 ("Base Salary"). Each Executive
may participate with other senior management personnel of the Company in
discretionary bonuses authorized and declared by the Compensation Committee and
Board. Each Executive may participate in any employee benefit plans of the
Company relating to pension, profit sharing, retirement, health insurance,
medical reimbursement or others adopted by the Company for the benefit of its
executives. Each Executive shall further be eligible to participate in any other
fringe benefits which may be available to the Company's executive employees,
including stock option or incentive plans adopted by the Board, life or
disability insurance, a reasonable expense account, along with such vacation,
sick leave and other benefits provided by the Company in its personnel policies
or otherwise.
Each Executive's employment under his Employment Agreement may be
terminated in the event of the death or permanent disability of the Executive
during the Employment Term, for "Just Cause" as defined
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<PAGE> 12
therein, or without Just Cause upon ninety (90) days written notice. Each
Executive may terminate his employment for "Good Reason" as defined therein, or
without Good Reason upon ten (10) days written notice. In the event of the death
or permanent disability of the Executive during the Employment Term, the
Executive or the Executive's estate or designated beneficiary shall be entitled
to receive compensation for a one year period. In the event of a termination by
the Company without Just Cause, or by the Executive for Good Reason, the Company
shall be obligated to pay the Executive his Base Salary and other compensation
due under the Employment Agreement for twelve months or until the end of the
Employment Term, whichever is greater. "Other compensation" as defined in the
Employment Agreement includes the Executive's pro-rata share of any
discretionary bonuses that would otherwise have been payable had he remained
employed through the Employment Term, along with costs to continue medical
insurance under COBRA.
Upon a "Hostile Change in Control" of the Company as defined therein, the
Employment Agreements provide that they automatically extend for three years. If
the Executive is terminated by the Company other than for Just Cause or by
reason of the Executive's death or permanent disability (which would include a
termination by the Executive for Good Reason as defined in the Employment
Agreement), the Executive would receive a severance amount equal to three times
both the Executive's highest base salary plus the highest bonus in effect during
the three year period, (as defined, in the case of a Change in Control, by
Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
"Code")). If the Executive remains in the employ of the Company one year after
the Hostile Change in Control, he would receive a bonus equal to one times the
base salary plus bonus, and the severance amount would reduce to a multiple of
two. A Hostile Change in Control means a Change in Control which has not been
approved by at least two thirds of the Board incumbent as of April 17, 2000 at
or before the earlier of (i) a public announcement by any person, whether before
or after execution of the agreement, of the intention to obtain a sufficient
number of voting securities of the Company as would upon their acquisition
constitute a Change in Control or (ii) upon a Change of Control.
For purposes of the Employment Agreements and severance arrangements
described above, a Change in Control ("Change in Control") means and shall be
deemed to occur upon an acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), immediately
after which such Person has "Beneficial Ownership" (within the meaning of Rule
13D-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more
of the combined voting power of the Company's then outstanding Voting
Securities; provided, however, in determining whether a Change in Control has
occurred, Voting Securities which are acquired in a "Non-Control Acquisition"
(as hereinafter defined) shall not constitute an acquisition which would cause a
Change in Control; and provided further that an acquisition for these purposes
shall be deemed to include a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in
the Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 60% of the number of
outstanding securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation. A "Non-Control Acquisition"
shall mean an acquisition by (i) an employee benefit plan (or a trust forming a
part thereof) maintained by (1) the Company or (2) any corporation or other
Person of which a majority of its voting power of its voting equity securities
or equity interest is owned, directly or indirectly, by the Company (for
purposes of this definition, a "Subsidiary"), (ii) the Company or its
Subsidiaries, or (iii) any Person in connection with a "Non Hostile Change of
Control" (as hereinafter defined).
In the event of a "Non-Hostile Change in Control" which is defined as a
Change in Control approved by at least two thirds of the Incumbent Board which
is not a Hostile Change in Control (as defined in the Employment Agreement),
each Employment Agreement would automatically convert to a two year contract.
Upon any Change in Control, each Executive would have the right to terminate the
Employment Agreement for any reason within six months of the date of the Change
in Control and receive an eighteen month severance payment, provided that in the
case of a Change in Control approved by at least two thirds of the
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<PAGE> 13
Incumbent Board, the Executive is subject to a non-competition agreement during
the eighteen month severance period.
In the event that any payments or benefits paid to the Executive under his
Employment Agreement, or for his benefit paid or payable or distributed or
distributable pursuant to the terms of the Employment Agreement, or otherwise in
connection with, or arising out of, his employment with the Company or of a
substantial portion of its assets (a "Payment" or "Payments"), would be subject
to the excise tax imposed by Section 4999 of the Code or any interest or
penalties are incurred by the Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the Executive will be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by the Executive of all taxes (including any interest or
penalties, other than interest and penalties imposed by reason of the
Executive's failure to file timely a tax return or pay taxes shown due on his
return, imposed with respect to such taxes and the Excise Tax), including any
Excise Tax imposed upon the Gross-Up Payment equal to the Excise Tax imposed
upon the Payments. The initial determination as to whether a Gross-Up Payment is
required pursuant to the Employment Agreement, and the amount of such Gross-Up
Payment, shall be made by an accounting firm selected by the Company and
reasonably acceptable to the Executive, which is designated as one of the five
largest accounting firms in the United States.
The Company shall also pay legal fees and related expenses incurred by each
Executive as a result of the Executive's termination of employment or in the
event the Executive seeks to obtain or enforce any right or benefit provided by
the Employment Agreement or relating to Executive's employment by the Company.
The Company shall also, consistent with applicable law and the Company's bylaws,
indemnify and hold each Executive harmless in connection with any claims that
arise out of his employment by the Company. The Employment Agreements further
provide that all claims or disputes, other than for equitable relief to enforce
the non-competition restrictions, shall be subject to final and binding
arbitration before the American Arbitration Association.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Martin Grimnes, Chairman and Chief Executive Officer of the Company has
received loan advances from the Company aggregating $113,065. The obligation is
evidenced by a promissory note, bears interest at the "prime" rate as published
in the Wall Street Journal and is payable on demand.
David E. Sharpe, formerly a member of the Board of Directors and
Compensation Committee, who has recently resigned, is an executive officer of
Vetrotex, a stockholder of and major supplier of raw materials to the Company.
OTHER MATTERS
As of the date of this proxy statement, the management of the Company knows
of no matter not specifically referred to above as to which any action is
expected to be taken at the Special Meeting of Stockholders. It is intended,
however, that the persons named as proxies will vote the proxies, insofar as
they are not otherwise instructed, regarding such other matters and the
transaction of such other business as may properly be brought before the
meeting, as seems to them to be in the best interest of the Company and its
stockholders.
STOCKHOLDER PROPOSALS
Any stockholder desiring to present a proposal for consideration at the
Company's next annual meeting of stockholders must submit the proposal to the
Company so that it is received at the principal executive offices of the
Company, 43 Bibber Parkway, Brunswick, Maine, 04011, on or before December 22,
2000. Any stockholder desiring to submit a proposal should consult applicable
rules and regulations of the Securities and Exchange Commission and the
Company's Bylaws.
11
<PAGE> 14
IMPORTANT
1. If your share certificates are registered in your own name, please sign,
date and mail the enclosed [COLOR] proxy card to Morrow in the postage-paid
envelope provided.
2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only that institution can sign a [COLOR] proxy card with
respect to your shares and only after receiving your specific instructions.
To ensure that your shares are voted, you should also contact the person
responsible for your account and give instructions for a [COLOR] proxy card
to be issued representing your shares.
3. After signing the enclosed [COLOR] proxy card, do not sign or return any
other color proxy card for the Special Meeting. We recommend that you only
use the proxy card supplied by BTI management for the Special Meeting. If
you have any questions about giving your proxy or any revocation, or
otherwise require assistance, please call:
Morrow & Co., Inc.
455 Park Avenue, 5th Floor
New York, New York 10022
CALL TOLL-FREE: (800) 662-5200
------------------------
A COPY OF THE COMPANY'S SCHEDULE 14D-9 DATED MAY 3, 2000, AS AMENDED, OR THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR FISCAL YEAR 1999 MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN
REQUEST TO MARTIN S. GRIMNES, CHIEF EXECUTIVE OFFICER, BRUNSWICK TECHNOLOGIES,
INC., 43 BIBBER PARKWAY, BRUNSWICK, MAINE, 04011.
12
<PAGE> 15
[FORM OF BTI PROXY CARD - FRONT]
BRUNWSICK TECHNOLOGIES, INC.
43 BIBBER PARKWAY
BRUNSWICK, MAINE 04011
SPECIAL MEETING OF STOCKHOLDERS OF BRUNSWICK TECHNOLOGIES, INC.
JUNE 16, 2000
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Martin S.
Grimnes and _________________, or either of them acting alone, as Proxy, with
full power of substitution for and on behalf of the undersigned at the Special
Meeting of Stockholders of BRUNSWICK TECHNOLOGIES, INC. to be held at [Place],
on June 16, 2000, at [Time], and at any adjournment(s) or postponement(s)
thereof. The undersigned hereby directs the said Proxy to vote in accordance
with his judgment on any matters which may properly come before the Special
Meeting, all as indicated in the Notice of Special Meeting of Stockholders,
receipt of which is hereby acknowledged, and to act on the following matters set
forth in such notice as specified by the undersigned. The undersigned also
hereby directs the said Proxy to vote in accordance with his judgment on any
matters that the Board did not know would be presented at the meeting and any
matters incidental to the conduct of the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "AGAINST" PROPOSALS 1 AND 2 AND TO "WITHHOLD" AUTHORITY TO VOTE FOR THE
NOMINEES LISTED IN PRPOSAL 3.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
The following proposals are made by Vetrotex CertainTeed Corporation.
BTI'S BOARD OF DIRECTORS IS AGAINST ALL THREE PROPOSALS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 1 BELOW
Proposal 1: To amend the Articles of Incorporation to change the vote required
to remove directors.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 2 BELOW
Proposal 2: To remove the entire Board of Directors.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO "WITHHOLD" ON PROPOSAL 3 BELOW
Proposal 3: Election of Directors. Nominees: _________________________________
[ ]FOR all Nominees [ ]WITHHOLD
<PAGE> 16
[ ] For election of all nominees, except vote withheld from the
following nominees:________________________________________ .
In his or her discretion, the Proxy is authorized to vote upon any other
business that may properly come before the meeting or at any adjournment(s) or
postponement(s) thereof.
Note: Proposal 3 is conditioned upon the approval of Proposal 2.
IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
Dated _____________________, 2000
- -----------------------------------------------------
(Signature)
- -----------------------------------------------------
(Signature, if held jointly)
- -----------------------------------------------------
Title
Please sign exactly as name appears on this proxy. When shares are held jointly,
joint owners should each sign. Executors, administrators, trustees, etc., should
indicate the capacity in which signing and where more than one name appears, a
majority must sign. If the shareholder is a corporation, the signature should be
that of an authorized officer who should indicate his or her title.
IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL MORROW & CO., INC.,
TOLL FREE AT (800) 662-5200.
