CERTAINTEED SENDS OPEN LETTER TO BTI BOARD OF DIRECTORS
Valley Forge, PA, May 8, 2000 - CertainTeed Corporation, a wholly owned
subsidiary of Compagnie de Saint-Gobain (Paris, France), today sent the
following letter to the Board of Directors of Brunswick Technologies, Inc.
(Nasdaq: BTIC):
May 8, 2000
AN OPEN LETTER TO THE DIRECTORS OF BRUNSWICK TECHNOLOGIES, INC.
Dear Brunswick Technologies Director:
You have stated publicly on a number of occasions that your fiduciary duty
requires you to consider the effect of our offer on your corporate
constituencies in addition to the shareholders. We couldn't agree more, and we
believe that our offer is in the best interest of all your constituencies.
THE CERTAINTEED OFFER
CertainTeed's parent company, Saint-Gobain, is responsible for over 30,000 jobs
in its U.S. companies alone and approximately 165,000 worldwide. We understand
the importance of a motivated work force and would welcome BTI employees into
our family of companies.
o We are committed to growing BTI's operations, especially in Brunswick.
o We will honor all existing customer and raw materials supply
agreements.
o We know that the value of BTI lies in its people - our success depends
on them.
OUR PROXY STATEMENT FOR THE ANNUAL MEETING
Because of various statements in BTI's revised proxy materials and in BTI's
communications with its shareholders concerning our position relative to the
1997 Equity Incentive Plan, it is important that we clarify our objectives once
and for all. We have consistently supported BTI's employee stock option
programs in the past, particularly when used to reward deserving employees at
all levels. Used properly, such programs can be very useful in attracting and
retaining valuable employees. However, we have two specific objections to the
proposed amendment:
-more-
o The BTI Board's track record has been to concentrate options among
senior management, and we are concerned that this trend will continue.
o We are very concerned that such a large number of new options could be
granted at below market prices, thereby diluting equity for all
shareholders.
We want to be sure that the proposed amendment to BTI's 1997 Equity Incentive
Plan will provide incentives for all employees. A recent resolution by the BTI
Board indicated that no option grants would be awarded to EXECUTIVE OFFICERS
under the Plan for at least 90 days, and BTI officials have made public comments
to the effect that the resolution was made to benefit employees. However, this
resolution is non-binding and provides no assurance that grants would not be
made to directors or consultants. Additionally, neither the amendment nor the
resolution does anything to address an extraordinary feature of the Plan that
permits BTI to grant options with exercise prices of as little as 50% OF FAIR
MARKET VALUE at the time of the grant.
We believe that the proposed amendment, combined with the overly generous
severance arrangements recently put into place for BTI management, only serves
to benefit senior management, not all BTI employees.
# # #
CertainTeed Corporation is a leading manufacturer 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. The company is headquartered in
Valley Forge, Pennsylvania, and has more than 7,000 employees and 45
manufacturing facilities throughout the United States.
This release may contain some forward-looking statements. The Company
undertakes no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
CONTACTS:
Joele Frank / Josh Silverman
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449 ext. 110/121