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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
AMENDMENT NO. 3 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 9 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 and May 8, 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 10, 2000, the Company published a letter in a number of Maine
daily newspapers.
A copy of the letter is filed as Exhibit 12 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 12 Letter, dated May 10, 2000 of Brunswick
Technologies, Inc. published in a number of Maine
daily newspapers.
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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 10, 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.
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* Previously filed.
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EXHIBIT 12
Dear Maine Citizens,
You may have heard about our company recently. We're Brunswick
Technologies, Inc. ("BTI"), a world leader and manufacturer of innovative
composite products. Our company remains headquartered in Maine after being
founded here over a decade ago.
BTI is proud of its history and leadership role in developing this
industry for Maine, and helping our state to become the "Silicon Valley" for
composites. We have forged research and financial partnerships with the
University of Maine and our technical colleges as well as Maine Science &
Technology Foundation, Maine Composites Alliance and the Maine Technology
Institute. Maine recognized our contribution to the state by honoring BTI with
the International Innovator of the Year award in 1999.
In April, BTI became the target of a hostile takeover attempt by
Vetrotex CertainTeed Corporation, and its multi-billion dollar foreign parent,
Compagnie de Saint-Gobain.
There is a Maine law, which protects public companies in our state from
hostile takeovers. Because of a loophole in that law, a corporate raider can
launch a hostile takeover and then quickly call a special meeting of
shareholders to oust the current board. If this tactic is successful, then the
new board, handpicked by the raider approves the takeover thereby circumventing
the intended effects of this Maine statute. That's exactly what's happening to
BTI.
There is an opportunity for the Maine Legislature to correct this
unfair loophole immediately by supporting LD 2693 when it reconvenes this
Thursday, May 11th.
There are many reasons why this bill will make a positive difference
for Maine and BTI.
LD 2693 SIMPLY ALLOWS BTI'S BOARD OF DIRECTORS' REASONABLE TIME TO
EVALUATE THIS OFFER ADEQUATELY AS WELL AS TO CONSIDER OTHER STRATEGIC
ALTERNATIVES IN ORDER TO PROTECT THE INTERESTS OF ALL STAKEHOLDERS.
Unfortunately Saint-Gobain has not revealed its specific intentions or
provided concrete terms of its offer despite BTI's repeated requests for this
information. Our board of directors and all our stakeholders deserve to know.
What is at risk here is more than just the fate of a local company -
it's economic development, jobs and Maine's leadership in this emerging
composites industry.
The legislative battle is not over and your help is needed now.
HOW CAN YOU HELP? PLEASE VOICE YOUR SUPPORT TODAY FOR LD 2693 AND CALL
YOUR LOCAL STATE SENATOR TOLL FREE AT 1-800-423-6900 AND STATE REPRESENTATIVE AT
1-800-423-2900.
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On behalf of BTI employees, management and shareholders, thank you for
your support.
Sincerely,
/s/ Martin S. Grimnes
Martin S. Grimnes
Chairman and Chief Executive Officer
