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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive additional materials
[ ] Soliciting material under Rule 14a-12
BRUNSWICK TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:
2) Form, schedule or registration statement no.:
3) Filing party:
4) Date filed:
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(1)Set forth the amount on which the filing fee is calculated and state how it
was determined.
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[BTI LOGO]
REINFORCED THROUGH
INNOVATION
43 Bibber Parkway
Brunswick, Maine 04011
May 25, 2000
Dear Fellow Shareholder:
SAINT-GOBAIN'S END RUN TO TAKE OVER BTI
In an effort to seize control of BTI, Saint-Gobain is attempting to remove BTI's
Board of Directors at a special meeting of shareholders currently scheduled for
June 16. Saint-Gobain wants to remove the recently elected Board in order to
force their inadequate, hostile offer on shareholders.
By removing the BTI Board and replacing BTI's directors with its own nominees,
Saint-Gobain would be able to do an end-run around the protections that are now
in place to allow your Board time to create value for you.
SAINT-GOBAIN'S DIRECTOR NOMINEES ALL WORK FOR SAINT-GOBAIN
Saint-Gobain not only wants to remove your Board, it wants to replace your Board
with nominees that are ALL senior executives of Compagnie de Saint-Gobain or its
subsidiaries.
If Saint-Gobain is successful in removing and replacing the current BTI Board,
there would be NO independent directors on the BTI board to represent the
interests of shareholders. Saint-Gobain would be in the position of, in effect,
negotiating with itself on any matter related to its tender offer.
SAINT-GOBAIN'S IRRECONCILABLE CONFLICT OF INTEREST
Whose interests do you think Saint-Gobain's nominees will represent - yours or
Saint-Gobain's? We believe that the Saint-Gobain nominees have an irreconcilable
conflict of interest. How can they represent the interests of you and other BTI
shareholders when the company they work for is trying to buy BTI?
REJECT SAINT-GOBAIN'S ATTEMPT TO SEIZE CONTROL OF BTI
Your current Board of Directors is doing everything it can to protect your
interests. But you must take action also to reject Saint-Gobain's blatant
attempt to seize control of your Company. YOUR BOARD OF DIRECTORS STRONGLY
RECOMMENDS THAT YOU NOT RETURN ANY GREEN PROXY SENT TO YOU BY SAINT-GOBAIN. This
is just another step in an attempt by Saint-Gobain to gain control of your
Company with its inadequate $8.00 per share tender offer.
SUPPORT YOUR BOARD
We believe that, as a shareholder, your interests are best served by your
current Board members who were just elected and who are actively exploring and
negotiating alternatives that could generate greater shareholder value.
These alternatives could potentially include the sale of the company, the
acquisition of another company, or a strategic alliance with another company.
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Support your Board and reject Saint-Gobain.
1) REJECT SAINT-GOBAIN - THROW AWAY THE GREEN PROXY CARD
We urge shareholders to reject Saint-Gobain's latest attack by throwing
away any green proxy card sent to you by Saint-Gobain.
Do not support Saint-Gobain at the special meeting.
Do not tender your shares into Saint-Gobain's inadequate offer.
2) SUPPORT BTI - VOTE THE WHITE PROXY CARD NOW
We urge you to support BTI and prevent Saint-Gobain from gaining control of
your company by signing and dating the enclosed WHITE proxy card now and
mailing it in the envelope provided.
We appreciate your continued support.
Sincerely,
/s/ Martin S. Grimnes
------------------------------------
Martin S. Grimnes
Chairman and Chief Executive Officer
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES,
PLEASE CALL OUR PROXY SOLICITOR:
MORROW & CO. AT (800) 662 - 5200
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VOTING INSTRUCTIONS
THE INFORMATION BELOW IS PROVIDED TO ASSIST YOU IN VOTING YOUR
PROXY CARD AS RECOMMENDED BY THE BRUNSWICK BOARD OF DIRECTORS.
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1. VOTE EACH WHITE PROXY CARD RECEIVED SINCE EACH ACCOUNT MUST BE VOTED
SEPARATELY. ONLY YOUR LATEST DATED PROXY COUNTS.
2. DATE YOUR PROXY.
3. SIGN YOUR PROXY EXACTLY AS YOUR NAME APPEARS ON THE MAILING LABEL.
JOINT OWNERS: If shares are registered in the name of more than one person,
each person should sign the proxy. If a joint tenant is deceased, please
indicate that you are the surviving joint owner.
INCLUDE YOUR TITLE OR AUTHORITY: If signing as attorney, executor,
administrator, corporate officer, trustee or guardian, please give your
full title as such.
4. RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKER OR BANK, you must return
your proxy to your broker or bank in order for your shares to be voted.
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FILL OUT YOUR PROXY CARD AS INDICATED BELOW
BRUNSWICK TECHNOLOGIES, INC. WHITE PROXY CARD
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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" PROPOSALS 1 & 2 BELOW
Proposal 1: To amend the Articles of Incorporation to change the vote
required to remove directors.
FOR AGAINST ABSTAIN
[ ] [X] [ ]
Proposal 2: To remove the entire Board of Directors.
FOR AGAINST ABSTAIN
[ ] [X] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO "WITHHOLD" ON PROPOSAL 3 BELOW
Proposal 3: Election of Directors
Jean Phillippe Bubsson James F. Harkins, Jr.
Roberto Cellari John J. Sweeney, III
F. Lee Faust Dorothy C. Wackerman Robert W. Fenton
FOR ALL
NOMINEES WITHHOLD
[ ] [X]
For election of all nominees, except vote withheld from the following nominees:
[ ]
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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)
thereof.
Note: Proposal 3 is conditioned upon the approval of Proposal 2.
Date May 24 , 2000
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John Doe
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John Doe and Jane Doe (Signature)
123 Main Street
Anywhere, USA 11111 John Doe
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(Signature if held jointly)
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(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.
IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL MORROW & CO., INC.,
TOLL FREE AT (800) 662-5200.
Check the Against or Be sure to sign exactly as your name
Withhold box on each appears on the mailing label
proposal
Put your title here (if Remember to date your
appropriate) proxy card
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES,
PLEASE CALL OUR PROXY SOLICITOR: MORROW & CO. at (800) 662 - 5200
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
________________________________
BRUNSWICK
TECHNOLOGIES, INC.
________________________________
RECORD DATE SHARES: _________
[Name and Address
of Shareholder]
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Date
Please be sure to sign and date this Proxy
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Stockholder sign here Co-owner sign here
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For All For All
1. Election of Directors. To set Nominees Withhold Except
the number of Directors at seven [ ] [ ] [ ]
and to elect the following:
Martin S. Grimnes Max G. Pitcher
William M. Dubay Peter N. Walmsley
Richard J. Corbin Kenneth J. Hatten
NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through the nominee(s)
name(s). Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. Approval of an amendment [ ] [ ] [ ]
to the Company's Equity
Incentive Plan to increase
the number of available shares
of common stock available for
awards from 421,740 to 821,470.
For Against Abstain
3. Ratification of the appointment [ ] [ ] [ ]
of PricewaterhouseCoopers LLP
as independent auditors of the
Company.
4. In his discretion, the Proxy is authorized to vote upon any other business
that may properly come before the meeting or at any adjournment(s) thereof.
Mark box at right if an address change or comment has
Been noted on the reverse side of this card. [ ]
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DETACH CARD DETACH CARD
BRUNSWICK
TECHNOLOGIES, INC.
Dear Shareholder,
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
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Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, May 16,
2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Brunswick Technologies, Inc.
[Name and Address of Shareholder]
