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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 the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
BRUNSWICK TECHNOLOGIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VETROTEX CERTAINTEED CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN 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 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):
...............................................................
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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PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
VETROTEX CERTAINTEED CORPORATION
May 12, 2000
Dear Fellow Shareholders:
The Annual Meeting of Brunswick Technologies, Inc. is just a few days away.
BTI is seeking approval for additional option shares under a plan which permits
grants exercisable at only 50% of fair market value. THESE GRANTS COULD BE USED
TO DILUTE THE OWNERSHIP INTEREST OF ALL BTI SHAREHOLDERS. We believe that
approval of BTI's proposed amendment to the 1997 Equity Incentive Plan is not in
the best interest of shareholders and urge you to vote AGAINST Proposal No. 2.
Since time is short and your vote is critical, we have established a method
that will enable you to vote by toll-free ProxyGram. Please follow the simple
steps listed below.
If you have any questions or need assistance in the last-minute voting of
your shares, please call our proxy solicitors, Innisfree M&A Incorporated, toll-
free at 888-750-5834.
Thank you for your support,
VETROTEX CERTAINTEED CORPORATION
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to
ID No. 8032, Vetrotex Certainteed Corporation.
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3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your
control number as shown below:
Name: (NA.1)
Broker: (Broker)
Control number: (ControlNum)
Number of shares: (NumShares)
5. Give the operator your voting preferences, using the proxy text below.
VETROTEX CERTAINTEED CORPORATION
750 E. Swedesford Road
Valley Forge, PA 19482
ANNUAL MEETING OF SHAREHOLDERS OF BRUNSWICK TECHNOLOGIES, INC. -
MAY 16, 2000
PROXY SOLICITED ON BEHALF OF VETROTEX CERTAINTEED CORPORATION
The undersigned, revoking all prior proxies, hereby appoints George B. Amoss,
John R. Mesher and Linda F. Montemayor, or any of them acting alone, as Proxy,
with full power of substitution for and on behalf of the undersigned at the 2000
Annual Meeting of Shareholders of BRUNSWICK TECHNOLOGIES, INC. to be held at the
Marriott at Sable Oaks, 200 Sable Oaks Drive, South Portland, Maine 04106, on
Tuesday, May 16, 2000, at 10:00 a.m., and at any adjournment(s) or
postponement(s) thereof. The undersigned hereby directs the said Proxy to vote
in accordance with his or her judgment on any matters which may properly come
before the Annual Meeting, all as indicated in the Notice of Annual Meeting,
receipt of which is hereby acknowledged, and to act on the following matters set
forth in such notice as specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"WITHHOLD" ON PROPOSAL NO. 1 AND "AGAINST" PROPOSALS NO. 2 AND NO. 3.
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VETROTEX RECOMMENDS A VOTE "WITHHOLD" ON PROPOSAL NO. 1 BELOW
1. To set the number of Directors at seven and to elect the
following nominees:
Martin S. Grimnes Max G. Pitcher
William M. Dubay Peter N. Walmsley
Richard J. Corbin Kenneth J. Hattan
( ) FOR all nominees listed ( ) WITHHOLD
above (except as indicated
to the contrary below)
INSTRUCTIONS: To withhold authority to vote for any individual
nominee(s), please give that nominee(s) name to the operator.
VETROTEX RECOMMENDS A VOTE "AGAINST" PROPOSAL NO. 2 BELOW
2. Approval of an amendment to BTI's 1997 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
VETROTEX RECOMMENDS A VOTE "AGAINST" PROPOSAL NO. 3 BELOW
3. Ratification of the appointment of PriceWaterhouseCoopers LLP
as independent auditors of the Company.
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. In his or her discretion, the Proxy is authorized to vote upon
any other business that may come before the meeting or at any
adjournment(s) or postponement(s) thereof.
Please give name to the operator 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 INNISFREE M&A INCORPORATED, TOLL FREE
AT (888) 750-5834
