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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
AMENDMENT NO. 1 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 7 to
Schedule 14D-1 dated April 24, 2000, April 26, 2000, April 28, 2000, May 2,
2000, May 2, 2000, May 3, 2000 and May 4, 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 5, 2000, the Company issued a press release announcing its earnings
report for the first quarter of 2000 which release refers to the tender offer.
A copy of the press release issued by the Company is filed as Exhibit 9 to
the Schedule 14D-9 and is incorporated herein by reference.
On May 5, 2000 the Company mailed a letter to its stockholders relative to
matters concerning the Company's annual meeting of stockholders to be held on
May 16, 2000.
A copy of the May 5, 2000 letter is filed as Exhibit 10 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 9 Press Release, dated May 5, 2000 issued by Brunswick
Technologies, Inc.
Exhibit 10 Letter of Brunswick Technologies, Inc., dated May 5, 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
------------------------------------
Name: Martin S. Grimnes
Title: Chief Executive Officer
Dated: May 5, 2000
9
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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.
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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
[BTI LOGO]
CONTACTS:
Phil Harmon Citigate Sard Verbinnen
Brunswick Technologies, Inc. David Reno/Andrew Cole
(207) 729-7792 (212) 687-8080
BRUNSWICK TECHNOLOGIES REPORTS FIRST QUARTER RESULTS
BTI EXPLORING STRATEGIC ALTERNATIVES TO ENHANCE SHAREHOLDER VALUE
BRUNSWICK, ME, MAY 5, 2000 -- Brunswick Technologies, Inc. (Nasdaq:
BTIC) ("BTI"), a leading manufacturer and innovative developer of composite
reinforcements, today reported first quarter 2000 net sales of $12.1 million,
an increase of 5.9% over the same period last year and 16.1% over the fourth
quarter of 1999. Gross profit was $2.4 million, down from $2.48 million during
the same period last year. Net income was $268,000, or $0.05 per fully diluted
share, compared with $365,000, or $0.07 per fully diluted share for the same
period in 1999.
"We were pleased with a rebound in domestic sales, the continued
strength of our international revenues and the increasing penetration of our
unique next-generation carbon reinforcement product line, Black Steel(R), into
the infrastructure and industrial industries," said Martin S. Grimnes, Chairman
and CEO of BTI. Sales of Black Steel(R), our next-generation carbon
reinforcement product line, grew to $688,000 in the first quarter, about 150%
over the past two quarters combined. Because Black Steel(R) represents
tremendous revenue growth potential for BTI, we committed significant
production capacity to the development and delivery of the product line, which
unfortunately negatively impacted sales of our conventional glass fabric
products in this quarter. Margins were also negatively impacted by raw material
price negotiations with the major glass suppliers that extended through the
last few days of 1999. This was too late for us to effectively pass these
increases on to the marketplace until late in the first quarter."
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2
Commenting further on BTI's production commitment to the Black Steel(R)
product line, Bill Dubay, President and COO of BTI said, "We are leveraging the
success of BTI's development and rollout of our engineered glass reinforcements
product line to build our expertise in the development and high-speed
processing of carbon-based fabrics."
BTI also reported that operating expenses were 16.2% of net sales for the
first quarter of 2000, down from 17.2% during the same period one-year ago.
Research and development costs as well as selling expenses were also down in
comparison to the same period last year. The company reported that orders in the
domestic plant were received and filled for wind-blades for the first time
since the first quarter of 1999. Volume is expected to continue growing in this
market throughout 2000.
On May 3, 2000, the BTI Board of Directors recommended that BTI
shareholders reject as inadequate an unsolicited $8.00 per share tender offer
made on April 20, 2000 by Vetrotex Certain Teed Corporation, a wholly-owned
subsidiary of France-based holding company Compagnie de Saint-Gobain.
Commenting on the Board's decision, Grimnes said, "After a careful review
of the Saint-Gobain offer, with the assistance of our financial advisors, the
Board determined that the offer is financially inadequate and does not recognize
the inherent value of this company, especially given our strong emerging new
technologies. 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. 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 indicted by such
forward-looking statements.
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3
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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BRUNSWICK TECHNOLOGIES, INC.
Summary Financial Information
(in thousands except per share data)
<TABLE>
<CAPTION>
For the Three Months Ending
March 31,
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2000 1999
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(Unaudited)
<S> <C> <C> <C> <C>
Net Sales $12,147 100.0% $11,474 100.0%
Cost of goods sold 9,745 80.2% 8,990 78.4%
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Gross profit 2,402 19.8% 2,484 21.6%
Selling, general and administrative
expenses 1,798 14.8% 1,740 15.2%
Research and development expenses 165 1.4% 227 2.0%
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Operating income 439 3.6% 517 4.5%
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Other income (expense):
Interest income 10 0.1% 11 0.1%
Interest expense (6) 0.0% (8) -0.1%
Miscellaneous, net (8) -0.1% 40 0.3%
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(4) 0.0% 43 0.4%
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Income before income tax 435 3.6% 560 4.9%
Income tax expense 167 1.4% 195 1.7%
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Net income 268 2.2% 365 3.2%
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Basic:
Earnings per share $ 0.05 $ 0.07
Weighted average common shares
outstanding 5,221 5,188
Diluted:
Earnings per share $ 0.05 $ 0.07
Weighted average common shares
outstanding 5,436 5,448
</TABLE>
Notes to the financial statements can be found in the company's Quarterly 10-Q
and Annual 10-K reports filed with the SEC
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BRUNSWICK TECHNOLOGIES, INC.
Summary Financial Information
(in thousands except per share data)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
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<S> <C> <C>
ASSETS
Current assets: (Unaudited)
Cash $ 989 $ 173
Accounts receivable, net of
allowance for doubtful accounts
of $130 in 2000 and 1999 6,641 5,766
Inventories 7,003 7,730
Refundable Income Taxes 55 220
Deferred income taxes 348 349
Other current assets 413 269
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Total current assets 15,449 14,507
Property, plant and equipment
Land and building 1,136 1,136
Furniture and fixtures 680 638
Leasehold improvements 138 133
Machinery and equipment 12,693 12,503
Machine under construction 285 383
Vehicles 106 106
Management information system 520 518
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15,558 15,417
Less accumulated depreciation and
amortization (4,340) (4,000)
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Net property, plant and equipment 11,218 11,417
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Due from shareholder 115 113
Investment in European technology,
net of accumulated amortization of
$329 in 2000 and $289 in 1999 2,013 2,047
Goodwill, net of accumulated
amortization of $935 in 2000 and
$864 in 1999 4,697 4,770
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Total assets $ 33,492 $ 32,854
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank Overdraft $ - $ 1,351
Current installments of long-term
debt 113 118
Accounts payable 3,863 2,064
Accrued expenses 985 969
Income taxes payable - 21
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Total current liabilities 4,961 4,523
Deferred income taxes 1,596 1,603
Shareholders' equity:
Common stock, $0.0001 par value;
20,000,000 shares authorized,
5,230,823 outstanding in 2000 and
5,210,891 outstanding in 1999 1 1
Additional paid in capital 24,984 24,969
Treasury stock at cost; 3,300 shares
in 1999 and 1998 (5) (5)
Cumulative translation adjustment (147) (71)
Retained Earnings 2,102 1,834
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Total shareholders' equity 26,935 26,728
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Total liabilities and
shareholders' equity $ 33,492 $ 32,854
======== ========
</TABLE>
The notes to the financial statements can be found in the company's Quarterly
10-Q and Annual 10-K reports filed with the SEC
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<TABLE>
<S> <C> <C>
BRUNSWICK TECHNOLOGIES INC 43 BIBBER PARKWAY TEL: 207.729.7792
BRUNSWICK, MAINE 04011 USA FAX: 207.729.7877
</TABLE>
Brunswick Technologies Inc
May 5, 2000
Dear Fellow Shareholder:
FRENCH CONGLOMERATE ATTEMPTS TO DISRUPT ANNUAL MEETING
Compagnie de Saint-Gobain, a $22 billion French company that made an
unsolicited offer for your Company, is now attempting to disrupt BTI's Annual
Meeting in a thinly veiled effort to advance its inadequate, hostile tender
offer. Saint-Gobain, through their subsidiary, Vetrotex CertainTeed Corporation,
will soon mail proxy material to you (with a blue proxy card) asking you to
support its efforts at the Annual Meeting by voting against an increase in
authorized shares under BTI's Equity Incentive Plan (the "Plan").
Don't be misled. We believe that you should not support the Vetrotex
campaign at the Annual Meeting any more than you should support Saint-Gobain's
low-ball offer.
Saint-Gobain has incorrectly asserted that the Plan increase is for the
purpose of issuing substantial additional shares to executive officers. Nothing
could be further from the truth. In fact, the Board of Directors has voted not
to issue any options to executive officers under the Plan for a ninety-day
period.
We believe that Saint-Gobain's Annual Meeting campaign is an attempt to
deflect attention from the real issue -- the fact that its offer is inadequate
and not in the best interests of shareholders.
BRUNSWICK BOARD REJECTS SAINT-GOBAIN'S OFFER AS INADEQUATE
Your Board of Directors has determined that Saint-Gobain's offer is
inadequate and not in the best interests of Brunswick Technologies. The Board
strongly recommends that all BTI shareholders reject Saint-Gobain's offer.
Your Board reached its conclusion that Saint-Gobain's offer in inadequate
after carefully considering the following factors:
- Brunswick's financial performance.
- Brunswick's strong position in the industry and leading technology.
- The written opinion of the Company's financial advisor (McDonald
Investments) that the Saint Gobain offer is inadequate from a financial
point of view.
- Other factors described in the Schedule 14D-9 that BTI previously sent to
you.
The Board believes that Saint-Gobain's offer fails to recognize either the
current value of Brunswick or its significant long-term value as it continues to
implement its plans for growth.
The Board also believes that the Saint-Gobain offer is 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 to the
Vetrotex solicitation.
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DON'T VOTE THE BLUE PROXY CARD FROM VETROTEX
We believe Saint-Gobain will continue to try to urge acceptance of its
inadequate, hostile offer by shareholders. DO NOT BE STAMPEDED INTO ACCEPTING
SAINT-GOBAIN'S LOW-BALL OFFER. The Vetrotex campaign at the Annual Meeting is
not being waged for your benefit; it is being waged for Saint-Gobain's benefit.
Send Saint-Gobain a message -- you will not support their inadequate offer
or their proxy solicitation. We strongly urge shareholders to reject
Saint-Gobain's solicitation -- do not return any blue proxy card sent to you by
Saint-Gobain.
SUPPORT YOUR COMPANY BY VOTING THE WHITE PROXY CARD NOW.
We appreciate your continued support.
Sincerely,
/s/ Martin S. Grimnes
Martin S. Grimnes
Chairman and Chief Executive Officer
IMPORTANT!
1. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT. PLEASE
SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD.
PLEASE VOTE EACH WHITE PROXY CARD YOU RECEIVE SINCE EACH ACCOUNT MUST BE
VOTED SEPARATELY. ONLY YOUR LATEST DATED PROXY COUNTS.
2. WE URGE YOU NOT TO SIGN ANY BLUE PROXY CARD SENT TO YOU BY THE VETROTEX.
3. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE,
PLEASE DIRECT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT TO VOTE THE WHITE PROXY
CARD AS RECOMMENDED BY MANAGEMENT.
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]
--------------------
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]
