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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 11)
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BRUNSWICK TECHNOLOGIES, INC.
(Name of Subject Company)
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VA ACQUISITION CORPORATION
CERTAINTEED CORPORATION
Indirect wholly owned subsidiaries of
COMPAGNIE DE SAINT-GOBAIN
(Name of Filing Person--Offeror)
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COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
117394 10 6
(CUSIP Number of Class of Securities)
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JOHN R. MESHER
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
CERTAINTEED CORPORATION
750 E. SWEDESFORD ROAD
VALLEY FORGE, PENNSYLVANIA 19482
TELEPHONE: (610) 341-7108
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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COPY TO:
PETER O. CLAUSS, ESQ.
PEPPER HAMILTON LLP
3000 TWO LOGAN SQUARE
EIGHTEENTH AND ARCH STREETS
PHILADELPHIA, PENNSYLVANIA 19103-2799
TELEPHONE: (215)981-4541
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CALCULATION OF FILING FEE
________________________________________________________________________________
TRANSACTION VALUATION* AMOUNT OF FILING FEE
________________________________________________________________________________
________________________________________________________________________________
$40,735,280 $8,147
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* Based on the offer to purchase, all of the outstanding shares of common
stock of Brunswick Technologies, Inc. at a purchase price of $8.00 cash per
share, 5,230,830 shares issued and outstanding as of March 15, 2000, less
713,746 shares owned by an affiliate of Offeror, and outstanding options with
respect to 574,826 shares as of December 31, 1999 with an exercise price of
$10.00 or less per share, in each case as reported in Brunswick Technologies,
Inc.'s Annual Report on Form 10-K for the calendar year ended December 31, 1999.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $8,147
Form or Registration No.: Schedule TO
Filing Party: VA Acquisition Corporation, CertainTeed Corporation
Date Filed: April 20, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[x] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Amendment No. 11 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange Commission
on April 20, 2000, as amended by Amendment No. 1, by Amendment No. 2, by
Amendment No. 3, by Amendment No. 4, by Amendment No. 5, by Amendment No. 6, by
Amendment No. 7, by Amendment No. 8, by Amendment No. 9 and by Amendment No. 10
thereto filed with the Commission on April 24, 2000, April 26, 2000, April 28,
2000, May 2, 2000, May 2, 2000, May 3, 2000, May 4, 2000, May 5, 2000, May 8,
2000, and May 11, 2000, respectively (collectively, the "Schedule TO") by
CertainTeed Corporation, a Delaware corporation ("CertainTeed" or the "Parent"),
and VA Acquisition Corporation, a Maine corporation and an indirect wholly owned
subsidiary of CertainTeed (the "Purchaser"), both of which are indirect wholly
owned subsidiaries of Compagnie de Saint-Gobain. The Schedule TO relates to the
offer by the Purchaser to purchase all outstanding shares of common stock, par
value $0.0001 per share, including the associated rights to purchase preferred
stock (the "Shares"), of Brunswick Technologies, Inc., a Maine corporation
("BTI" or the "Company"), at $8.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated April 20, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule TO. Capitalized terms used and not defined herein
shall have the meanings ascribed to such terms in the Offer to Purchase and in
the Schedule TO.
This Amendment No. 11 to Schedule TO also constitutes Amendment No. 11 to the
statement on Schedule 13D of Parent, Saint-Gobain and Vetrotex, filed on
February 18, 1997.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include
the following information:
Vetrotex CertainTeed Corporation ("Vetrotex"), an affiliate of CertainTeed
and a shareholder of BTI, sent definitive additional proxy materials dated May
12, 2000, to selected shareholders of BTI. The defeat of BTI's Proposal No. 2 to
be voted upon at BTI's annual meeting on May 16, 2000, and which is opposed by
Vetrotex, is a condition to the Offer to Purchase.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include
the following information:
(a)(17) Text of definitive additional proxy materials dated May 12, 2000
and sent by Vetrotex CertainTeed Corporation, a shareholder of Brunswick
Technologies, Inc. and an affiliate of CertainTeed.
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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.
Dated: May 15, 2000
VA Acquisition Corporation
By: /s/ John R. Mesher
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John R. Mesher
Vice President and Secretary
CertainTeed Corporation
By: /s/ John R. Mesher
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John R. Mesher
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
(a)(1) Offer to Purchase, dated April 20, 2000.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Form of summary advertisement, dated April 20, 2000.*
(a)(8) Text of press release issued by CertainTeed, dated April 20, 2000.*
(a)(9) Text of press release issued by CertainTeed, dated April 24, 2000.*
(a)(10) Text of press release issued by CertainTeed, dated April 26, 2000.*
(a)(11) Text of letter to shareholders of Brunswick Technologies, Inc. dated May
2, 2000.*
(a)(12) Text of press release issued by CertainTeed, dated May 2, 2000.*
(a)(13) Text of press release issued by CertainTeed, dated May 3, 2000.*
(a)(14) Text of newspaper advertisement issued by CertainTeed and published on
May 4, 2000 in the Portland Press Herald and Brunswick Times Record.*
(a)(15) Text of press release and open letter to the directors of Brunswick
Technologies, Inc. issued by CertainTeed, dated May 8, 2000.*
(a)(16) Text of press release issued by CertainTeed, dated May 11, 2000.*
(a)(17) Text of definitive additional proxy materials dated May 12, 2000 and
sent by Vetrotex CertainTeed Corporation, a shareholder of Brunswick
Technologies, Inc. and an affiliate of CertainTeed.
(d) None.
(g) None.
(h) Not applicable.
___________________________
* Previously filed as exhibits to Schedule TO.
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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
