PRELIMINARY COPY -- SUBJECT TO COMPLETION
-----------------------------------
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:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] 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:
...............................................................
PRELIMINARY COPY SUBJECT TO COMPLETION
Vetrotex CertainTeed Corporation
750 E. Swedesford Road
Valley Forge, PA 19482
May __, 2000
TO: ALL SHAREHOLDERS OF BRUNSWICK TECHNOLOGIES, INC.
Dear Fellow BTI Shareholder:
I am writing to ask for your support of a pending offer by CertainTeed
Corporation to purchase all outstanding shares of common stock of Brunswick
Technologies, Inc. (BTI) not already owned by Vetrotex, for $8.00 net per share
in cash. Since the end of March, representatives of CertainTeed's ultimate
parent company, Compagnie de Saint-Gobain, have been trying to meet with BTI's
Board of Directors to discuss a proposed business combination on a negotiated
basis. To date, the BTI Board has found various reasons to avoid discussing this
proposal on any meaningful basis. Instead, the BTI Board has taken a number of
steps to delay or block CertainTeed's $8.00 offer:
* On April 16, 2000, the BTI Board adopted a "poison pill" that can make
it prohibitively expensive for CertainTeed to complete its purchase of
BTI shares.
* On the same day, the BTI Board granted "golden parachute" contracts to
six top executives, under which they could receive more than $____
million of extraordinary payments if the CertainTeed offer succeeds.
* The BTI Board tried to get special legislation passed in Maine to
stall this meeting.
* The BTI Board has sued to delay the CertainTeed offer.
Vetrotex, a subsidiary of CertainTeed, has been a loyal shareholder of BTI
for more than 6 1/2 years. CertainTeed's proposal to acquire BTI on a friendly
and negotiated basis was motivated by concern over the poor performance of BTI's
stock over the past two years and by a belief that greater resources and support
could help BTI become a stronger company.
2
When the BTI Board responded to CertainTeed's proposal by adopting a poison
pill, it was already too late for shareholders to propose candidates for
election at the May 16 Annual Meeting of Shareholders. BTI's bylaws prohibit
anyone except the Board from nominating candidates, unless the Board had
received advance notice of the nominations by March 19.
We therefore requested BTI call this Special Meeting so that BTI
shareholders would have an opportunity to decide whether to give the BTI Board
their continued support. The Special Meeting will take place on Friday, June 16,
2000, at __a.m., at _______________. We hope that between now and then, the BTI
Board will act in the best interests of BTI shareholders, rather than protecting
its senior executives and seeking to block CertainTeed's offer by any means
available.
At the Special Meeting, we will offer three proposals. PROPOSAL 1 is to
amend BTI's articles of incorporation to allow shareholders to remove directors
with approval of a majority of the outstanding shares. Currently, it takes two-
thirds approval to remove directors. PROPOSAL 2 is to remove the entire BTI
Board from office, so that shareholders can elect new directors. This removal
vote will be submitted regardless of whether the shareholders decide to amend
the articles of incorporation under the first proposal.
If the BTI shareholders vote at the Special Meeting to remove the current
directors, shareholders will then have an opportunity to propose and elect
candidates to fill the resulting vacancies on the BTI Board (PROPOSAL 3). We
are proposing a slate of nominees and hope that you will support them.
We believe that CertainTeed's $8.00 net per share cash tender offer is very
good news for BTI's shareholders. We ask that you read the enclosed Proxy
Statement carefully, and that you fill out and sign the enclosed [GREEN] proxy
card as soon as possible and mail it in the envelope provided.
If you have any questions or need assistance in voting your shares, please
call our proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-888-750-
5834.
Thank you for your support.
Sincerely,
VETROTEX CERTAINTEED CORPORATION
By:
-------------------------------------
George B. Amoss
Vice President
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PRELIMINARY COPY SUBJECT TO COMPLETION, DATED MAY 2, 2000
BRUNSWICK TECHNOLOGIES, INC.
43 Bibber Parkway, Brunswick, ME 04011
SPECIAL MEETING OF SHAREHOLDERS
June 16, 2000
PROXY STATEMENT OF
VETROTEX CERTAINTEED CORPORATION
FOR
AMENDMENT OF THE BTI ARTICLES OF INCORPORATION,
REMOVAL OF THE CURRENT BTI BOARD AND
ELECTION OF NEW BTI DIRECTORS
A Special Meeting of Shareholders of Brunswick Technologies, Inc. ("BTI" or
the "Company") will be held on Friday, June 16, 2000 at [time], at [place]. All
BTI shareholders are urged to participate in this Special Meeting, either by
attending in person or by mailing in votes by proxy. The mailing address of the
principal executive offices of BTI is: Brunswick Technologies, Inc., 43 Bibber
Parkway, Brunswick, ME 04011.
This Proxy Statement and the accompanying [GREEN] proxy card are being
furnished by Vetrotex CertainTeed Corporation ("Vetrotex") to the holders of
outstanding shares of BTI common stock, par value $0.0001 per share ("Common
Stock"), in connection with the solicitation of proxies by Vetrotex. Vetrotex
called this Special Meeting so that BTI shareholders could consider the
following three proposals:
PROPOSAL 1: To amend the Articles of Incorporation to change the vote
required to remove directors.
PROPOSAL 2: Regardless of whether such amendment is approved by the
shareholders, to remove the entire Board of Directors.
PROPOSAL 3: To elect new directors to fill any resulting vacancies in the
Board.
To be approved, Proposal 1 will require the affirmative vote of a majority of
the outstanding shares of Common Stock. If Proposal 1 is approved and goes into
effect, then Proposal 2 will require the affirmative vote of a majority of the
outstanding shares. Otherwise, Proposal 2 will require the affirmative vote of
two-thirds of the outstanding shares. In the case of either Proposal 1 or
Proposal 2, abstentions and broker non-votes will have the same effect as a vote
against the proposal. Proposal 3 will be voted upon only if Proposal 2 is
adopted, in which case those seven candidates receiving the greatest number of
votes cast at the meeting shall be deemed elected. Broker non-votes and
abstentions will not affect the election of directors.
We are nominating a slate of candidates whom we hope BTI shareholders will
support in that election.
4
The record date for determining shareholders entitled to vote at the Special
Meeting (and any adjournment) is May 2, 2000. All shareholders of record as of
the close of business on that day will be entitled to cast one vote per share.
As of the record date, there were [5,230,823] shares of Common Stock issued and
outstanding. The presence at the Special Meeting, either in person or by proxy,
of the holders of more than one-half of the outstanding shares is required for a
quorum.
This Proxy Statement and the enclosed [GREEN] proxy card are first being
mailed to shareholders on or about May ___, 2000.
IF YOU HOLD BTI SHARE CERTIFICATES IN YOUR OWN NAME AND WANT TO SUPPORT THE
PENDING $8.00 OFFER FOR YOUR BTI SHARES, WE URGE YOU TO FILL OUT THE [GREEN]
PROXY CARD, SIGN AND DATE THE CARD, AND MAIL IT PROMPTLY IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
IF YOU HOLD YOUR BTI SHARES THROUGH A BROKER OR A BANK (i.e., in "street
name"), ONLY YOUR BROKER OR BANK CAN VOTE YOUR SHARES. PLEASE CONTACT THE
PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT HIM OR HER TO VOTE A [GREEN]
PROXY CARD ON YOUR BEHALF -- AND IN FAVOR OF OUR PROPOSALS AND NOMINEES --
TODAY.
THE CERTAINTEED OFFER
Vetrotex has been a shareholder of BTI since August 1993. Vetrotex's
immediate parent is CertainTeed Corporation ("CertainTeed"), which has its
headquarters in Valley Forge, Pennsylvania and is a leading producer of building
materials in the United States. Vetrotex's and CertainTeed's ultimate parent is
Compagnie de Saint-Gobain ("Saint-Gobain"), which has its headquarters in Paris,
France and is one of Europe's oldest corporations. Saint-Gobain is a leading
producer of flat glass, containers, reinforcements, insulation, pipe, building
materials, abrasives and industrial ceramics. The company employs approximately
165,000 people in more than 600 companies in 45 countries worldwide. With annual
sales of $24.5 billion, Saint-Gobain ranks among the top 100 industrial
companies in the world.
As a follow-up to discussions that first began in October 1999,
representatives of Saint-Gobain made arrangements to meet with BTI's Chairman,
its President and one outside director on March 30, 2000 to discuss a closer
strategic relationship between Saint-Gobain and BTI. At that meeting, Saint-
Gobain informed BTI that it was interested in having CertainTeed acquire BTI
through a friendly and negotiated transaction. A series of meetings, letters
and telephone calls ensued over the next two weeks. Each time, BTI
representatives declined to commence negotations, stating that the BTI Board
needed more time. On Monday, April 10, Saint-Gobain informed BTI that if
meaningful negotiations could not begin within the next two days, then it would
consider other options, including the possibility of a tender offer directly to
BTI shareholders. On Wednesday, April 12, BTI informed Saint-Gobain that the
BTI Board had appointed a committee to evaluate and respond to Saint-Gobain's
proposal, and that the committee would need two weeks to gather information from
its advisors.
On Friday, April 14, CertainTeed and its affiliates amended their Schedule
13D with the Securities and Exchange Commission (the "SEC"), stating that
CertainTeed was in the process of re-evaluating its intentions with regard to
ownership of BTI stock. That morning, while this amendment was in the
5
process of being drafted, a lawyer for BTI informed a lawyer for CertainTeed
that the BTI Board committee would be willing to commence discussions with
Saint-Gobain within the next two weeks, but was not yet prepared to commence any
meaningful negotiations.
Over the weekend of April 15 and 16, Saint-Gobain and CertainTeed determined
that such a delay was not acceptable, particularly in light of the previous
reluctance by the BTI Board to enter into meaningful discussions, and decided to
proceed with a tender offer.
Early on Monday, April 17, CertainTeed publicly announced its intention to
conduct a tender offer at $8.00 per share. Within several minutes, BTI publicly
announced that its Board had adopted a shareholder rights plan (commonly known
as a "poison pill") over the weekend.
That same day, we decided to call for a Special Meeting of Shareholders.
Under BTI's bylaws, any holders of at least 10% of the outstanding stock may ask
the Company to call such a meeting. We own approximately 14% of BTI's shares
and, therefore, were in a position to do so as a matter of right. Our decision
to call the Special Meeting was based in part on the fact that it was already
too late to propose a different slate of directors for election at the 2000
Annual Meeting on May 16. Under BTI's bylaws, only the Board can propose
candidates for election at the Annual Meeting, unless a shareholder gave notice
by March 19 of his or her intention to nominate other candidates.
On April 20, 2000, CertainTeed commenced its tender offer (the "CertainTeed
Offer"). CertainTeed (through its affiliates) is offering to buy all
outstanding BTI Common Stock not already owned by Vetrotex, together with any
associated stock purchase rights under the poison pill ("Rights"), for $8.00 per
share in cash. That offer is subject to certain conditions, including the
following: (i) the acquisition of shares pursuant to the CertainTeed Offer and
a contemplated merger (the "Proposed Merger") having been approved by the BTI
Board for purposes of Section 611-A of the Maine Business Corporation Act or
CertainTeed being satisfied, in its sole discretion, that Section 611-A is
invalid or otherwise inapplicable to the CertainTeed Offer and the Proposed
Merger; (ii) the Rights having been redeemed by the BTI Board, or CertainTeed
being satisfied, in its sole discretion, that the Rights have been invalidated
or are otherwise inapplicable to the CertainTeed Offer and the Proposed Merger;
and (iii) the BTI shareholders having not approved at the Annual Meeting a
proposed amendment of BTI's 1997 Equity Incentive Plan./1/
Details concerning the CertainTeed Offer can be found in the Offer to
Purchase, dated April 20, 2000, which has been mailed to all BTI shareholders.
The Offer to Purchase is part of a Schedule TO that CertainTeed filed with the
SEC on April 20. Electronic copies of the Schedule TO and subsequent amendments
are available for free on the SEC's Internet web site at http://www.sec.gov.
Copies are also available from CertainTeed or Innisfree M&A Incorporated
("Innisfree"). See also "CERTAIN INFORMATION CONCERNING BTI, VETROTEX,
CERTAINTEED AND SAINT-GOBAIN" below.
If you have any questions about giving your proxy or if you otherwise need
assistance, please contact Innisfree (the firm assisting us in this
solicitation) as shown below:
- --------------------
/1/ The 1997 Equity Incentive Plan permits the BTI Board of Directors or a
Board committee to issue stock options and stock appreciation rights having an
exercise price of up to 50% below the fair market value of the Common Stock.
This matter is listed as Proposal 2 in BTI's Annual Meeting proxy statement.
Vetrotex has mailed a proxy statement opposing approval of Proposal 2.
6
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks & Brokers Call Collect: (212) 750-5833
All Others Call Toll-free: (888) 750-5834
REASONS FOR THE SOLICITATION
The BTI Board of Directors has not been receptive to CertainTeed's $8.00 per
share offer and has declined or unreasonably deferred repeated invitations to
meet with CertainTeed's representatives to negotiate a transaction. We are,
therefore, asking BTI shareholders to vote their shares at the Special Meeting
to remove the BTI Board and to elect new directors who will support consummation
of the CertainTeed Offer and the Proposed Merger.
The purpose of the CertainTeed Offer is to enable Saint-Gobain to acquire
control of, and the entire equity interest in, BTI. As soon as practicable
following the consummation of the CertainTeed Offer, CertainTeed intends to
propose and seek to have BTI consummate a Proposed Merger. The purpose of the
Proposed Merger under these circumstances would be to acquire all BTI Shares not
purchased through the CertainTeed Offer or otherwise. Under the Proposed Merger,
each outstanding share of BTI Common Stock (other than those owned by
CertainTeed or its affiliates, those held in treasury by BTI and those owned by
shareholders who exercise dissenters' rights in connection with the merger)
would be converted into the right to receive cash, in the same amount per share
as paid in the CertainTeed Offer.
CertainTeed believes that the CertainTeed Offer and Proposed Merger are in
the best interests of the Company and the BTI shareholders, and that $8.00 is a
fair price for the BTI shares. This price reflects a premium of approximately
46% over the $5.50 closing price of the BTI shares on the Nasdaq Stock Market on
April 14, 2000, the last trading day before public announcement of the
CertainTeed Offer.
Subject to fulfillment of their fiduciary duties as directors, the Vetrotex
nominees for the BTI Board of Directors intend, if elected, to cause BTI to
enter into a merger agreement with CertainTeed. In the Proposed Merger, BTI
shareholders would cash consideration for their shares equal to the CertainTeed
Offer price. If elected, the Vetrotex nominees would also consider whatever
other actions might be appropriate to facilitate the CertainTeed Offer and
Proposed Merger, in each case in a manner consistent with their fiduciary duties
as directors of BTI.
FOR THESE REASONS, VETROTEX RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH OF THE
SPECIAL MEETING PROPOSALS WHICH FOLLOW.
SPECIAL MEETING PROPOSALS
7
Vetrotex called this Special Meeting for the purpose of acting upon three
proposals: (1) to amend BTI's articles of incorporation to reduce the vote
necessary to remove directors to a majority of the outstanding shares, (2) to
remove the current BTI Board of Directors and (3) to elect new BTI directors.
If the shareholders vote to remove the current Board, then any shareholder
may nominate directors for election (including some or all of the current BTI
directors). We intend to nominate candidates for election as directors, as
further described below.
WE BELIEVE IT IS IN THE BEST INTERESTS OF BTI SHAREHOLDERS TO APPROVE
PROPOSALS 1 AND 2, AND THEN TO ELECT NEW DIRECTORS WHO MAY BE SUPPORTIVE OF
REMOVING THE POISON PILL AND OTHER IMPEDIMENTS TO THE CERTAINTEED OFFER. ANY
NEW DIRECTORS ELECTED WILL REMAIN SUBJECT TO A FIDUCIARY DUTY TO ACT IN THE BEST
INTERESTS OF BTI AND TO CONSIDER OTHER REASONABLE ALTERNATIVES TO THE
CERTAINTEED OFFER.
VETROTEX RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 1 AND 2, AND THAT YOU VOTE
"FOR" THE VETROTEX-NOMINATED SLATE OF NEW DIRECTORS.
THIS STATEMENT IS ONLY A REQUEST FOR PROXIES FOR THE SPECIAL MEETING
PROPOSALS. IT IS NOT A REQUEST FOR THE TENDER OF SHARES, NOR AN OFFER WITH
RESPECT THERETO. THE CERTAINTEED OFFER IS BEING MADE ONLY BY MEANS OF THE OFFER
TO PURCHASE.
PROPOSAL 1: To Amend the Articles of Incorporation to
Reduce the Vote Needed to Remove Directors
Under the Maine Business Corporation Act (the "Maine Act"), shareholders of a
corporation may elect directors at either an Annual Meeting or a Special
Meeting. The Maine Act allows shareholders, as a matter of right, with or
without cause, to remove one or more current members of a corporation's board of
directors at a Special Meeting and then elect new directors to fill the
resulting vacancies. These provisions are consistent with the principle that
the shareholders -- not the directors or the officers -- are the true owners of
the corporation and have the right to select those directors who will be
entrusted with the control of the business.
The general rule under the Maine Act is that it takes the affirmative vote of
two-thirds of the outstanding shares to remove a director. However, the Maine
Act specifically provides that a corporation may set a different voting standard
for removal, if the shareholders choose to do so. Section 707 of the Maine Act
allows the shareholders to amend the articles of incorporation to "provide that
such removal may be accomplished by a lesser vote, but in no case by a vote of
less than a majority of the shares voting on the proposed removal." In other
words, shareholders could choose to permit removal with a simple majority vote
of those attending a meeting.
We are proposing that removal be accomplished only if approved by the holders
of a majority of the outstanding shares. This is a higher standard than Maine
law would require. We believe, however, that removal of the BTI Board is a
serious matter and deserves a higher voting threshold than the minimum
permitted by Maine law.
If Proposal 1 is approved by the holders of more than 50% of the outstanding
shares, the meeting
8
may be adjourned to permit the filing of articles of amendment with the Maine
Secretary of State. The amendment would not take effect until this step is
accomplished.
We believe that the ultimate decision on whether to accept the CertainTeed
Offer should reside with those who own the corporation -- namely, the BTI
shareholders. If most BTI shareholders want their Board to be supportive of the
$8.00 offer, we believe they should have the right to remove the current Board
and elect new directors. This is why we have made Proposal 1.
At the Special Meeting, we intend to propose that the shareholders adopt the
following resolution:
RESOLVED: That the Articles of Incorporation of the Corporation are hereby
amended to provide that, at a special meeting of directors called expressly
for that purpose, the entire board of directors or any individual directors
may be removed from the board, with or without cause, by the affirmative vote
of a majority of the outstanding shares entitled to vote for directors; and
that the appropriate officers of the Corporation shall promptly file Articles
of Amendment with the Maine Secretary of State setting forth the foregoing
amendment.
As noted above, the purpose of the proposed amendment is to reduce the number
of shares required to be voted in favor of director removal, so that it will be
easier for shareholders to remove the current Board and thereby have an
opportunity for a new election of directors.
VETROTEX RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
PROPOSAL 2: To Remove the Entire Board of Directors
Regardless of whether Proposal 1 is approved at the Special Meeting, we
intend to propose that the entire BTI Board be removed from office.
BTI's articles of incorporation provide that there shall be not less than
seven nor more than nine directors. According to BTI management's proxy
statement for the Annual Meeting, the following six directors are standing for
re-election at the Annual Meeting on May 16, 2000, for a one-year term to expire
at the 2001 Annual Meeting:
DIRECTOR
NAME AGE POSITION WITH BTI SINCE
--- ----------------- -----
Martin S. Grimnes 52 Chairman of the Board, Chief Executive Officer 1984
and Director
William M. Dubay 49 President, Chief Operating Officer and Director 1997
Richard J. Corbin 61 Director 1999
Kenneth J. Hatten 56 Director 2000
Max G. Pitcher 64 Director 1997
Peter N. Walmsley 64 Director 1991
BTI management's proxy statement for the Annual Meeting states that the BTI
Board is seeking a seventh person to fill the remaining vacancy on the Board.
David E. Sharpe, an executive officer of Vetrotex, had served as a director of
BTI since 1993. Mr. Sharpe will not be standing for re-election and recently
resigned from the BTI Board.
Vetrotex considered presenting different candidates for election at the
Annual Meeting. However,
9
BTI's bylaws prohibit shareholders from nominating any other candidate at this
Annual Meeting unless they have already given notice to the BTI Board by March
19, 2000. As a result, we decided not to solicit proxies in opposition to the
re-election of current BTI directors. (We reserve the right, though, to
challenge the validity of this "advance notice bylaw" or take such other actions
in connection with the Annual Meeting as we consider appropriate to counter
defensive measures that the BTI Board has taken or may take against the
CertainTeed Offer.)
We believe that the BTI Board has, so far, shown little willingness to treat
the CertainTeed Offer seriously. The BTI Board has found various reasons to
avoid discussing the CertainTeed Offer on any meaningful basis. To the contrary,
the BTI Board has taken a number of steps to delay or block CertainTeed's $8.00
offer:
* The BTI Board adopted a "poison pill" that can make it prohibitively
expensive for CertainTeed to complete its purchase of BTI shares.
* The BTI Board granted "golden parachute" contracts to six top executives,
under which they could receive more than $____ million of extraordinary
payments if the CertainTeed Offer succeeds.
* The BTI Board tried to get new legislation passed in Maine to stall this
Special Meeting.
* The BTI Board has sued to delay the CertainTeed Offer.
If BTI shareholders want their Board to be supportive of the CertainTeed
Offer, we believe they should take action to remove the current Board and elect
new directors. Therefore, at the Special Meeting we intend to propose that the
shareholders adopt the following resolution:
RESOLVED: That the entire board of directors of the Corporation is hereby
removed, effective immediately.
VETROTEX RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.
PROPOSAL 3: To Elect New Directors to Fill Vacancies in the Board
If Proposal 2 is approved, those BTI shareholders who are present at the
Special Meeting, in person or by proxy, will be entitled under Maine law to
elect directors to fill the resulting vacancies on the Board of Directors.
Unlike at the Annual Meeting, any shareholder present at the Special Meeting may
nominate one or more candidates for election to the Board.
10
The persons named below are our nominees for election as directors of BTI to
serve until the next annual meeting of shareholders and the election and
qualification of each person's respective successor. Each of these nominees has
consented to being named herein as a nominee for director of BTI and has agreed
to stand for election as such a director.
PRESENT PRINCIPAL OCCUPATION AND 5-YEAR
NAME AND BUSINESS ADDRESS AGE EMPLOYMENT HISTORY; DIRECTORSHIPS
[insert]
[None of the Vetrotex nominees beneficially own any shares of common stock of
BTI, other than the 713,746 shares of common stock owned by Vetrotex.]
If elected as the new directors of BTI, our nominees will consider whether to
(i) redeem the poison pill Rights, (ii) approve and submit to the shareholders
the Proposed Merger, by which CertainTeed would acquire beneficial ownership of
any outstanding BTI shares not already owned by Vetrotex, and (iii) take other
steps to remove impediments to the CertainTeed Offer. In doing so, they will be
required to act in the best interests of the corporation and its shareholders,
and otherwise to fulfill their fiduciary duties as directors.
THE VETROTEX NOMINEES WILL, SUBJECT TO THEIR FIDUCIARY DUTIES, SEEK TO GIVE
ALL SHAREHOLDERS THE OPPORTUNITY TO ACCEPT CERTAINTEED'S OFFER. ACCORDINGLY, THE
EXECUTION OF A [GREEN] PROXY CARD WILL ALLOW SHAREHOLDERS TO CONSIDER AND VOTE
FOR THE VETROTEX NOMINEES AND WILL ENHANCE YOUR CHANCES OF BEING ABLE TO TAKE
ADVANTAGE OF THE CERTAINTEED OFFER.
VETROTEX RECOMMENDS THAT YOU VOTE "FOR" ELECTION OF EACH OF THE VETROTEX-
NOMINATED CANDIDATES AS DIRECTORS OF BTI.
VOTING AND PROXY PROCEDURE
When properly signed and returned, the enclosed [GREEN] Proxy Card will be
voted in accordance with the choices marked. If no choice is specified, a
[GREEN] Proxy Card will be voted "FOR" Proposals 1 and 2 and "FOR" the election
of the Vetrotex nominees listed on the [GREEN] Proxy Card.
A proxy may be revoked at any time before it is voted. A shareholder may
revoke any previously signed proxy by giving notice of revocation to the Clerk
of the Company before the particular vote is taken at the Special Meeting, by
signing and returning a later-dated proxy at or before the Special Meeting, or
by voting in person at the Special Meeting.
If you have signed a proxy card on a form presented by BTI management (i.e.,
on a card that is some color other than [GREEN]) and wish to change your vote on
any matter, we recommend that you revoke that proxy by signing a [GREEN] Proxy
Card.
Although you are permitted to send any proxy card or revocation to the
Company or its proxy soliciting agent, we recommend that you deliver all proxy
cards or revocations to Vetrotex's proxy soliciting agent, Innisfree, in the
postage-paid envelope provided by us, or that you otherwise send these documents
to:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
To assure that your voting instructions will be submitted to the Special
Meeting, PLEASE LEAVE TIME FOR THESE DOCUMENTS TO BE RECEIVED BY INNISFREE
BEFORE FRIDAY, JUNE 16, 2000. IF YOU HAVE ANY QUESTIONS ABOUT HOW TO COMPLETE
OR SUBMIT YOUR
11
[GREEN] PROXY CARD OR ANY OTHER QUESTIONS, INNISFREE WILL BE PLEASED TO ASSIST
YOU. YOU MAY CALL INNISFREE TOLL-FREE AT (888) 750-5834. BANKS AND BROKERS
SHOULD CALL COLLECT AT (212) 750-5833.
If you own your BTI shares through a broker, bank or other institution (i.e.,
in "street name"), you are not entitled to vote those shares directly, but
rather must give voting instructions to your broker, bank or other institution.
To assure that your instructions are carried out correctly, please confirm your
instructions in writing to the person responsible for your account and provide a
copy of those instructions to Innisfree, at the address set forth above, so that
we can check to see whether your instructions are followed.
YOU SHOULD UNDERSTAND THAT IF YOU FAIL TO GIVE VOTING INSTRUCTIONS TO THE
BROKER, BANK OR OTHER INSTITUTION THAT HOLDS YOUR SHARES, YOUR SHARES CANNOT BE
VOTED. In the case of Proposals 1 and 2, any abstention or failure to vote your
shares is equivalent to a vote "AGAINST" these proposals.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The Common Stock is the only outstanding class of voting securities of BTI.
According to a recent shareholder list obtained by Vetrotex from BTI, there were
[5,230,823] shares of Common Stock outstanding as of May 2, 2000, the record
date for the Special Meeting. Each share of Common Stock entitles its owner to
one vote. Shareholders of BTI do not have cumulative voting rights.
The following table is derived from BTI management's proxy statement for the
Annual Meeting and sets forth information as of April 12, 2000 regarding
beneficial ownership of Common Stock of each person who was known by BTI to own
beneficially more than five percent of the Common Stock, each current director,
certain "named executive officers" (as defined in Item 402 of SEC Regulation S-
K), other executive officers and all directors and executive officers as a
group. Vetrotex has not
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independently verified this information, other than the number of shares shown
to be owned by it.
NAME OF OWNER + NUMBER(1) PERCENT(1)
Vetrotex CertainTeed Corporation........................... 713,746 13.65%
Martin S. Grimnes(2) ...................................... 288,204 5.51%
Chairman, Chief Executive Officer and Director
William M. Dubay(3) ....................................... 110,243 2.11%
President, Chief Operating Officer and Director
Robert Fuller(4) .......................................... 69,537 1.3%
Vice President, Sales
Max G. Pitcher(5) ......................................... 11,534 *
Director
Peter N. Walmsley(6) ...................................... 8,976 *
Director
Richard J. Corbin(7) ...................................... 5,149 *
Director
Kenneth J. Hatten(8) ...................................... 2,125 *
Director
Alan M. Chesney(9) ........................................ 12,095 *
Vice President, Chief Financial Officer and Treasurer
Thomas L. Wallace(10) ..................................... 42,645 *
Vice President, Manufacturing
Dimensional Fund Advisors, Inc.(11) ....................... 334,200 5.69%
Wellington Management Company, LLP(12) .................... 460,000 9.78%
All Directors and Executive Officers
as a group (9 persons) ................................... 550,508 9.9%
- --------------
+ The address of Messrs. Corbin, Hatten, Walmsley, Grimnes, Dubay, Fuller,
Pitcher, Chesney, and Wallace, is c/o Brunswick Technologies, Inc., 43
Bibber Parkway, Brunswick, ME 04011. The address of Vetrotex is 750 E.
Swedesford Road, Valley Forge, PA 19482. The address of Dimensional Fund
Advisors, Inc. is 1299 Ocean Avenue, Santa Monica, CA 90401. The address of
Wellington Management Company, LLP is 75 State Street, Boston, MA 02109.
* Less than 1% of the outstanding shares of Common Stock.
(1) For the purpose of this table, shares of Common Stock which, to the
Company's knowledge, an individual or group had a right to acquire within
60 days upon the exercise of options or warrants, are deemed outstanding
for the purposes of computing the number and percentage of shares
beneficially owned by such individual or group. Such shares are not deemed
to be outstanding for the purpose of computing the percentage of shares
beneficially owned by any other individual or group shown in the table.
This table does not include 98 shares of Common Stock held by the executive
officers of the Company through the Company's 401(k) plan.
(2) Includes 141,004 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(3) Includes 96,673 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
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(4) Includes 69,537 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(5) Includes 4,900 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(6) Includes 3,400 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(7) Includes 1,500 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(8) Includes 1,125 shares of Common Stock owned by The Hatten Hr-10 Profit
Sharing Plan and Trust as to which the beneficial owner has shared
investment power.
(9) Includes 4,640 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(10) Includes 42,345 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(11) Includes 334,200 shares of Common Stock as to which the beneficial owner
has sole voting power and sole dispositive power. Dimensional Advisors,
Inc. disclaims beneficial ownership of such securities. The information
with respect to the beneficial owner has been taken from the beneficial
owner's 13G filed with the SEC on February 2, 2000.
(12) Includes 460,000 shares of Common Stock as to which the beneficial owner
had shared voting power and shared dispositive power. The information with
respect to the beneficial owner has been taken from the beneficial owner's
Schedule 13G/A filed with the SEC on February 3, 2000.
CERTAIN INFORMATION CONCERNING BTI,
VETROTEX, CERTAINTEED AND SAINT-GOBAIN
Brunswick Technologies, Inc. is a Maine corporation, with its principal
executive offices located at, and with a mailing address of, 43 Bibber Parkway,
Brunswick, Maine 04011. BTI manufactures composite reinforcement fabrics used
to make boats, snowboards, pilings, automobiles parts, bridges and other
products. The current directors and principal shareholders of BTI are listed
above. The Company made an initial public offering of its shares in February
1997, and since that date has been subject to the informational reporting
requirements of the Securities Exchange Act of 1934. Since August 1993, its
largest shareholder has been Vetrotex.
Vetrotex CertainTeed Corporation, a Delaware corporation, is wholly owned by
CertainTeed, and is an indirect wholly owned subsidiary of Saint-Gobain. Its
principal executive offices are located at 750 E. Swedesford Road, Valley Forge,
Pennsylvania 19482. The principal business of Vetrotex is the manufacture of
fiber glass products for reinforcing plastic and other materials.
VA Acquisition Corporation is a newly incorporated Maine corporation and an
indirect wholly owned subsidiary of CertainTeed organized to acquire BTI. Its
principal executive offices are located at 750 E. Swedesford Road, Valley Forge,
Pennsylvania 19482. Since its incorporation on April 14, 2000, it has not
conducted any business other than in connection with the CertainTeed Offer.
CertainTeed Corporation is a Delaware corporation and an indirect wholly-
owned subsidiary of Saint-Gobain. Its principal executive offices are located
at 750 E. Swedesford Road, Valley Forge, Pennsylvania 19482. The principal
business of CertainTeed is the manufacture of roofing; vinyl and fiber cement
siding; vinyl windows; vinyl fencing, deck and railing; ventilation products;
piping products; fiber glass insulation; and fiber glass products for
reinforcing plastics and other materials.
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Saint-Gobain, a French corporation, is a publicly-owned company whose shares
are listed for trading on the monthly settlement market of The Paris Stock
Exchange and on the principal European stock exchanges. Its principal executive
office is located at Les Miroirs, 18 avenue d'Alsace, 92400 Courbevoie, France
(Postal Address: Les Miroirs, 92096 Paris La Defense Cedex). Saint-Gobain has
worldwide interests in businesses involving the manufacture of flat glass,
insulation and reinforcements, pipe, glass containers, industrial ceramics and
abrasives and the manufacture and distribution of building materials.
None of Vetrotex, VA Acquisition Corporation, CertainTeed, or Saint-Gobain
has a class of securities registered under the Securities Exchange Act of 1934,
and accordingly none of these companies is required to file periodic reports,
proxy statements or other information with the SEC relating to its business,
financial condition or other matters.
PARTICIPANTS IN THE SOLICITATION
We have retained Innisfree, at an estimated fee of $_____, plus reasonable
out-of-pocket expenses, to assist in the solicitation of proxies for the Special
Meeting. Approximately ___ persons will be utilized by Innisfree in its
efforts. We will reimburse brokerage houses, banks, custodians and other
nominees and fiduciaries for out-of-pocket expenses incurred in forwarding
Vetrotex's proxy materials to, and obtaining instructions relating to such
materials from, beneficial owners of BTI shares. We have agreed to indemnify
Innisfree against certain liabilities and expenses in connection with its
engagement, including certain liabilities under the federal securities laws.
Lehman Brothers Inc. ("Lehman Brothers") is acting as Dealer Manager in
connection with the CertainTeed Offer and related transactions. CertainTeed has
agreed to pay Lehman Brothers in connection therewith, to reimburse Lehman
Brothers for its reasonable out-of-pocket expenses, including the reasonable
fees and expenses of their counsel, and to indemnify Lehman Brothers and certain
related persons against certain liabilities and expenses, including certain
liabilities and expenses under the federal securities laws. Lehman Brothers may
be deemed to be a "participant" in this proxy solicitation, as such term is
defined in Schedule 14A promulgated under the Securities Exchange Act of 1934;
however, Lehman Brothers does not believe that it or any of its respective
partners, directors, officers, employees, affiliates or controlling persons, if
any, is a "participant" as defined in Schedule 14A or that Schedule 14A
requires the disclosure of information concerning Lehman Brothers. In
connection with Lehman Brothers' role as Dealer Manager, the following
investment banking employees of Lehman Brothers may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or other
persons who are shareholders of BTI and may solicit proxies from these
institutions, brokers or other persons: Scott Mohr and Steve Cruise. Lehman
Brothers engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual clients.
In the normal course of its business, Lehman Brothers may trade securities of
BTI for its own account and the accounts of their customers and, accordingly,
may at any time hold a long or short position in such securities. Lehman
Brothers has informed Vetrotex and CertainTeed that, as of the date hereof, it
does not hold BTI shares for its own account. Lehman Brothers and/or certain of
its respective affiliates may have voting and dispositive power with respect to
certain BTI shares held in asset management, brokerage and other accounts.
Lehman Brothers and each of its respective affiliates disclaim beneficial
ownership of such shares.
15
Vetrotex, VA Acquisition Corporation, CertainTeed, Saint-Gobain, and certain
persons named below, may be deemed to be "participants" in the solicitation of
proxies. The participants in the solicitation may include the following officers
of CertainTeed: George B. Amoss, Vice President-Finance, and John J. Sweeney,
III, Vice President. None of such persons will receive any additional
compensation for such activities. Except as otherwise disclosed in this Proxy
Statement, none of such persons, and none of Vetrotex, VA Acquisition
Corporation, CertainTeed, or Saint-Gobain, own any Common Stock or have any
other substantial interest, direct or indirect, in BTI. BTI currently purchases
approximately one-third of its fiber glass requirements from Vetrotex. In
addition, an executive officer of CertainTeed purchased for investment, in the
open market, 2,000 shares of BTI Common Stock in October 1999.
Proxies may be solicited by mail, in person, by telecommunication or by other
electronic means. The cost of the solicitation of proxies will be borne by
Vetrotex.
We estimate that soliciting BTI shareholders on behalf of Vetrotex will cost
us $_______ in fees for attorney, accountants, public relations or financial
advisors, solicitors, advertising, printing, transportation, litigation and
other costs incidental to the solicitation. Of that amount, we had incurred
approximately $_______ as of May __, 2000.
ABSENCE OF DISSENTERS' RIGHTS
BTI shareholders are not entitled to dissenters' rights in connection with
the matters to be voted upon at the Special Meeting.
The CertainTeed Offer itself will not give rise to dissenters' rights. If
the Proposed Merger or other similar merger is consummated after completion of
the CertainTeed Offer, dissenters' rights would be available to those BTI
shareholders who meet the requirements of Section 909 of the Maine Act. If and
when the Proposed Merger is approved by the BTI Board of Directors, additional
information will be sent to BTI shareholders describing any relevant dissenters'
rights under the Maine Act.
VOTING AT THE SPECIAL MEETING WILL NOT PREVENT A SHAREHOLDER FROM LATER
EXERCISING DISSENTERS' RIGHTS AND DEMANDING APPRAISAL OF HIS OR HER SHARES IN
CONNECTION WITH THE PROPOSED MERGER OR ANY SIMILAR MERGER.
CERTAIN LITIGATION
On April 26, 2000, BTI filed a complaint in the United States District Court
for the District of Maine against Vetrotex, VA Acquisition Corporation,
CertainTeed and Saint-Gobain (Civil Action Docket No. 00-CV-124-P-H). The
complaint alleges that these defendants violated federal securities laws.
Specifically, the complaint alleges that the defendants failed to timely
disclose a change in investment intent relating to their ownership of BTI
shares, and that the defendants had improperly commenced the CertainTeed Offer
by failing to timely serve BTI with a copy of the tender offer documents. The
complaint also alleges that the defendants tortiously interfered with BTI's
business relations and conspired to violate the federal securities laws and
Maine state common law. The complaint seeks injunctive relief to prevent the
defendants from: (i) accepting any shares or proxies in connection with the
CertainTeed Offer; (ii) making any public announcements or filings related to
the CertainTeed Offer, except as required by law; (iii) soliciting proxies from
BTI shareholders; or (iv) communicating with BTI shareholders. The complaint
also seeks a declaratory judgment that Saint-Gobain violated Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, and that the CertainTeed Offer was
improperly commenced and is null
16
and void. The complaint also seeks monetary damages and costs.
The defendants have vigorously contested all allegations in the complaint
and will continue to do so. A hearing was held on May 1, 2000 on BTI's request
for injunctive relief in connection with the complaint. On May 2, 2000, the
Court denied BTI's motions for both a preliminary injunction and a temporary
restraining order.
SHAREHOLDER PROPOSALS
According to BTI management's proxy statement for the Annual Meeting, any
shareholder who wants to submit a proposal for inclusion in the Company's proxy
statement for the Annual Meeting in 2001 must submit the proposal to BTI at its
principal executive office at 43 Bibber Parkway, Brunswick, Maine 04011, on or
before December 22, 2000. If the CertainTeed Offer and Proposed Merger are
consummated during 2000, BTI will no longer be a publicly reporting company and
will not be subject to SEC proxy statement requirements.
VETROTEX CERTAINTEED CORPORATION
May __, 2000
17
IMPORTANT
1. If your share certificates are registered in your own name, please sign, date
and mail the enclosed [GREEN] Proxy Card to Innisfree in the postage-paid
envelope provided.
2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only that institution can sign a [GREEN] Proxy Card with
respect to your shares and only after receiving your specific instructions.
To ensure that your shares are voted, you should also contact the person
responsible for your account and give instructions for a [GREEN] Proxy Card
to be issued representing your shares.
3. After signing the enclosed [GREEN] Proxy Card, do not sign or return any
other color proxy card for the Special Meeting. We recommend that you not
use the proxy card supplied by BTI management for the Special Meeting, even
to indicate your opposition to one or more proposals. You may mark a [GREEN]
Proxy Card to indicate your intended vote, regardless of whether you vote
"for" or "against" a given proposal. If you have any questions about giving
your proxy or any revocation, or otherwise require assistance, please call:
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
BANKS & BROKERS CALL COLLECT: (212) 750-5833
ALL OTHERS CALL TOLL FREE: (888) 750-5834
Vetrotex CertainTeed Corporation
750 E. Swedesford Road
Valley Forge, PA 19482
SPECIAL MEETING OF SHAREHOLDERS OF BRUNSWICK TECHNOLOGIES, INC. -- JUNE 16, 2000
PROXY SOLICITED BY 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 Special Meeting of Shareholders of BRUNSWICK TECHNOLOGIES, INC. to be held
at [Place], on June 16, 2000, at [Time], 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 Special Meeting, all as indicated in the Notice of Special 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
"FOR" PROPOSALS 1, 2 AND 3.
_____________________________________________________________________________
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
_____________________________________________________________________________
The following proposals are made by Vetrotex CertainTeed Corporation.
VETROTEX RECOMMENDS A VOTE "FOR" PROPOSAL 1 BELOW
Proposal 1: To amend the Articles of Incorporation to reduce the vote required
to remove directors to a majority of the outstanding shares.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
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VETROTEX RECOMMENDS A VOTE "FOR" PROPOSAL 2 BELOW
Proposal 2: To remove the entire Board of Directors.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
VETROTEX RECOMMENDS A VOTE "FOR" PROPOSAL 3 BELOW
Proposal 3: Election of Directors. Nominees: _________________________________
[ ]FOR All Nominees [ ]WITHHOLD
[ ] For election of Directors, except vote withheld from the following
nominees:________________________________________ .
In his or her discretion, the Proxy is authorized to vote upon any other
business that may properly come before the meeting or at any adjournment(s) or
postponement(s) thereof.
Note: Proposal 3 is conditioned upon the approval of Proposal 2.
IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE.
Dated , 2000
-----------------------
-----------------------------------
(Signature)
-----------------------------------
(Signature, if held jointly)
-----------------------------------
Title
Please sign 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.
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