-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HIMkOR2Qcrr/Xlon1vXkRMEfFI7mGXRm3xk2tM4+oTfVi4mwk1JB/tLgSZiPrq6s 24dK0qJLQNRKE7Gvr8aXuA== <SEC-DOCUMENT>0001036050-00-000955.txt : 20000516 <SEC-HEADER>0001036050-00-000955.hdr.sgml : 20000516 ACCESSION NUMBER: 0001036050-00-000955 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRUNSWICK TECHNOLOGIES INC CENTRAL INDEX KEY: 0000826075 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 010402052 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-50449 FILM NUMBER: 634776 BUSINESS ADDRESS: STREET 1: 43 BIBBER PKWY CITY: BRUNSWICK STATE: ME ZIP: 04011 BUSINESS PHONE: 2077297792 MAIL ADDRESS: STREET 1: 43 BIBBER PARKWAY CITY: BRUNSWICK STATE: ME ZIP: 04011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPAGNIE DE SAINT GOBAIN CENTRAL INDEX KEY: 0001012037 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: LES MIROIRS STREET 2: 18 AVE D'ALSACE COURBEVOIE CITY: COURBEVOIE STATE: I0 ZIP: 00000 BUSINESS PHONE: 6103417000 MAIL ADDRESS: STREET 1: LES MIROIRS CITY: PARIS LA DEFENSE CED </SEC-HEADER> <DOCUMENT> <TYPE>SC TO-T/A <SEQUENCE>1 <DESCRIPTION>AMENDMENT NO. 11 TO SC TO-T/A <TEXT> <PAGE> - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) --------------------- BRUNSWICK TECHNOLOGIES, INC. (Name of Subject Company) ------------------------ VA ACQUISITION CORPORATION CERTAINTEED CORPORATION Indirect wholly owned subsidiaries of COMPAGNIE DE SAINT-GOBAIN (Name of Filing Person--Offeror) ------------------------ COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 117394 10 6 (CUSIP Number of Class of Securities) ------------------------ 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) ------------------------ 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 ------------------------ <PAGE> CALCULATION OF FILING FEE ________________________________________________________________________________ TRANSACTION VALUATION* AMOUNT OF FILING FEE ________________________________________________________________________________ ________________________________________________________________________________ $40,735,280 $8,147 ________________________________________________________________________________ * 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: [ ] 2 <PAGE> 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. 3 <PAGE> 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 ------------------ John R. Mesher Vice President and Secretary CertainTeed Corporation By: /s/ John R. Mesher ------------------ John R. Mesher Vice President, General Counsel and Secretary 4 <PAGE> 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. 5 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-99.A17 <SEQUENCE>2 <DESCRIPTION>DEFINITIVE ADD'L PROXY MATERIALS DATED 5/12/00 <TEXT> <PAGE> 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. <PAGE> PAGE 2 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. <PAGE> PAGE 3 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 </TEXT> </DOCUMENT> </SEC-DOCUMENT> -----END PRIVACY-ENHANCED MESSAGE-----