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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
AMENDMENT NO. 2 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 9 to
Schedule 14D-1 dated April 24, 2000, April 26, 2000, April 28, 2000, May 2,
2000, May 2, 2000, May 3, 2000, May 4, 2000, May 5, 2000 and May 8, 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 8, 2000, the Company issued a press release including a letter
addressed to George B. Amoss, Vice President at Parent.
A copy of the press release issued by the Company is filed as Exhibit 11 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 11 Press Release, dated May 8, 2000 issued by Brunswick
Technologies, Inc.
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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
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Name: Martin S. Grimnes
Title: Chief Executive Officer
Dated: May 9, 2000
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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.
Exhibit 11. Press Release of Brunswick Technologies, Inc., dated May 8, 2000.
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* Previously filed.