-----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, N/b2SzTyVJJafSF369jVgkfs7DSUUiU8x+UymMhdO2L4u+APdzqPPKvIJCKPcQFN NEDshQFygu8sEZ2Pexj2BA== 0001036050-00-000646.txt : 20000418 0001036050-00-000646.hdr.sgml : 20000418 ACCESSION NUMBER: 0001036050-00-000646 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000417 GROUP MEMBERS: CERTAINTEED CORPORATION GROUP MEMBERS: COMPAGNIE DE SAINT GOBAIN GROUP MEMBERS: VETROTAX CERTAINEED CORPORATION 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 13D/A SEC ACT: SEC FILE NUMBER: 005-50449 FILM NUMBER: 603379 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 13D/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 SC 13D/A 1 SC 13D/A FOR BRUNSWICK TECHNOLOGIES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) Brunswick Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 - -------------------------------------------------------------------------------- (Title of Class of Securities) 117394 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) John R. Mesher, Esq. CertainTeed Corporation 750 E. Swedesford Road Valley Forge, Pennsylvania 19482 (610) 341-7108 ------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 17, 2000 ---------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - -------------------------- ------------------------ CUSIP No. 117394 10 6 Page 2 of 8 Pages - -------------------------- ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Compagnie de Saint-Gobain - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 France - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 713,746 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 713,746 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 713,746 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 13.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO, HC - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------- ------------------------ CUSIP No. 117394 10 6 Page 3 of 8 Pages - -------------------------- ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CertainTeed Corporation IRS No. 23-2510893 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 713,746 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 713,746 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 713,746 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 13.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------- ------------------------ CUSIP No. 117394 10 6 Page 4 of 8 Pages - -------------------------- ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vetrotex CertainTeed Corporation IRS No. 23-2644476 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 713,746 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 713,746 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 713,746 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 13.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 8 Pages ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D (this "Statement") relates to the common stock, par value $0.0001 per share ("Common Stock") of Brunswick Technologies, Inc., a Maine corporation ("BTI"). The address of the principal executive offices of BTI is 43 Bibber Parkway, Brunswick, Maine 04011. ITEM 2. IDENTITY AND BACKGROUND. (a), (b), (c) and (f). This Statement is filed on behalf of: (i) Compagnie de Saint-Gobain, a French corporation ("Saint-Gobain"), the principal business address of which is Les Miroirs, 18, avenue d'Alsace, 92400 Courbevoie, France (Postal Address Les Miroirs, 92096 La Defense Cedex (France)); (ii) CertainTeed Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Saint-Gobain ("CertainTeed"), the principal business address of which is 750 East Swedesford Road, Valley Forge, Pennsylvania 19482; and (iii) Vetrotex CertainTeed Corporation, a Delaware corporation and a wholly owned subsidiary of CertainTeed ("Vetrotex"), the principal business address of which is 4515 Allendale Road, Wichita Falls, Texas 76310. Saint-Gobain, CertainTeed and Vetrotex are hereinafter collectively referred to as the "Reporting Persons." Saint-Gobain is a publicly-owned holding 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 business is holding interests in other companies. 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. 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. The principal business of Vetrotex is the manufacture of fiber glass reinforcement products. The name, business address, present principal occupation or employment and citizenship of each executive officer and director of the Reporting Persons is set forth in Schedule I hereto and incorporated herein by reference. (d) and (e). During the last five years, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person named in Schedule I hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 6 of 8 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As earlier reported, Vetrotex purchased certain shares of BTI Preferred Stock and certain shares of BTI Common Stock in August 1993. The funds used to purchase these shares came from the working capital of Vetrotex. On February 4, 1997, in connection with BTI's initial public offering, the Common Stock was split 33 for 1, the Preferred Shares held by Vetrotex were converted into Common Stock, and BTI issued additional shares of Common Stock to Vetrotex in payment of accrued dividends on the Preferred Stock. These transactions resulted in Vetrotex holding an aggregate of 713,746 shares of Common Stock as of February 4, 1997. ITEM 4. PURPOSE OF TRANSACTION. (a-j). As previously reported, on April 10, 2000, representatives of the Reporting Persons made an offer to the Board of Directors of BTI to purchase all shares of BTI in a negotiated transaction. This offer was at $7.75 per Share in cash. Beginning late in the day on April 12, 2000, representatives of BTI responded that its Board of Directors had appointed an independent committee to consider the proposal, but that such committee was not prepared to enter into negotiations for a transaction at that time. On April 13 and 14, 2000, representatives of the Reporting Persons and of BTI conferred in several telephone conversations, wherein the Reporting Persons indicated that they were anxious to commence immediate negotiations, but the representatives of BTI indicated that they were not prepared to evaluate the offer made on April 10 nor to enter into any meaningful negotiations because BTI had not yet retained investment banking advisors. The BTI representatives indicated that they would also require information relating to the specific plans the Reporting Persons have for BTI and its corporate constituencies (e.g. employees, customers, suppliers and local communities) before moving forward with such negotiations. Representatives of the Reporting Persons responded that until they have access to sufficient information regarding BTI's operations and projections, they cannot formulate such future plans with any more specificity than had previously been discussed with BTI's representatives. On Friday, April 14, 2000, BTI's representatives advised again that they would not be prepared to enter into discussions regarding a possible negotiated transaction in the near future, but perhaps would be ready in a couple of weeks. Subsequently, during the weekend of April 15-16, 2000, the Reporting Persons decided to publicly announce an all cash tender offer at $8.00 per share on Monday, April 17, 2000 in order for this offer to be taken directly to the BTI shareholders for their consideration without further delay. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b). Vetrotex beneficially owns 713,746 shares of Common Stock (or approximately 13.6% of the shares that are deemed to be outstanding under the Rules of the Securities and Exchange Commission). Vetrotex owns outright and has sole voting and dispositive power with respect to the shares of Common Stock it beneficially owns. An executive officer of CertainTeed also owns 2,000 shares of Common Stock, which he purchased for investment in October, 1999. Vetrotex, CertainTeed and Saint-Gobain expressly disclaim beneficial ownership and voting power over such shares. Page 7 of 8 Pages CertainTeed directly owns Vetrotex and, as the sole shareholder of Vetrotex, could be considered a beneficial owner of the 713,746 shares of Common Stock owned of record by Vetrotex (or approximately 13.6% of the shares that are deemed to be outstanding under the Rules of the Securities and Exchange Commission). Saint-Gobain indirectly owns CertainTeed and also could be considered a beneficial owner of the 713,746 shares of Common Stock owned of record by Vetrotex (or approximately 13.6% of the shares that are deemed to be outstanding under the Rules of the Securities and Exchange Commission). CertainTeed and Saint-Gobain also have sole voting and dispositive power with respect to the shares of Common Stock of BTI which they could be considered to beneficially own through Vetrotex. (c). On February 4, 1997, BTI effected a 33:1 stock split which included the 2,142 shares of Common Stock originally acquired by Vetrotex in August 1993, and which following the split became 70,686 shares. On the same date, 580,800 shares of Common Stock were issued to Vetrotex pursuant to the conversion of its Preferred Stock and 62,260 additional shares of Common Stock were issued to Vetrotex in payment of accrued dividends on the Preferred Stock. (d). Not applicable. (e). Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1. Agreement among Vetrotex, CertainTeed and Saint-Gobain that this Statement is, and subsequent amendments will be, filed on behalf of each of them. (Filed on February 4, 1997 as Exhibit 3 to Form 13-D.) Exhibit 2. Letter dated April 5, 2000 from Roberto Caliari to Martin S. Grimnes. Exhibit 3. Letter dated April 10, 2000 from Roberto Caliari to the Board of Directors of BTI. Exhibit 4. Letter dated April 17, 2000 from Roberto Caliari to the Board of Directors of BTI. Exhibit 5. Press release of CertainTeed Corporation dated April 17, 2000. Page 8 of 8 Pages SIGNATURE --------- After reasonable 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. Date: April 17, 2000 COMPAGNIE DE SAINT-GOBAIN By: /s/ Gianpaolo Caccini --------------------- Name: Gianpaolo Caccini Title: Senior Vice President CERTAINTEED CORPORATION By: /s/ George B. Amoss --------------------- Name: George B. Amoss Title: Vice President - Finance VETROTEX CERTAINTEED CORPORATION By: /s/ George B. Amoss ---------------------------- Name: George B. Amoss Title: Vice President Schedule I Directors and Executive Officers of Compagnie de Saint-Gobain ------------------------- All directors and executive officers listed below are citizens of France, except for Mr. Breuer, who is a citizen of Germany, Mr. Leal Maldonado, who is a citizen of Spain, Mr. Neeteson, who is a citizen of The Netherlands, Mr. Dachowski, who is a citizen of the United Kingdom, and Messrs. Caccini and Caliari, who are citizens of Italy.
Principal Occupation Name/Title Business Address or Employment - ---------- ---------------- -------------------- Jean-Louis Beffa Compagnie de Saint-Gobain Chairman and Chief Executive Chairman and Chief Les Miroirs Officer of Compagnie de Executive Officer 92096 La Defense Cedex Saint-Gobain France Isabelle Bouillot Caisse des Depots et Consignations Vice President of Caisse Director 57, rue de Lille des Depots et Consignations 75007 Paris France Dr. Rolf E. Breuer Deutsche Bank AG Chairman of the Director Taunusanlage 12 Management Board of 60262 Frankfurt Deutsche Bank AG Germany Bernard Esambert Group Bollore Vice-Chairman of the Bollore Director Tour Delmas Group 31-32 quai De Dion-Bouton 92811 Puteaux France Pierre Faurre SAGEM Chairman and Chief Director 6, avenue d'Iena Executive Officer of SAGEM 75783 Paris Cedex 16 France Eric d'Hautefeuille Compagnie de Saint-Gobain Chief Operating Officer of Director Les Miroirs Compagnie de Saint-Gobain 92096 La Defense Cedex France
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Principal Occupation Name/Title Business Address or Employment - ---------- ---------------- -------------------- Jose-Luis Leal Maldonado Centro Velasquez, 64, 6(degrees) Chairman of the Spanish Director E-28001 Madrid Banking Association Spain Jacques-Louis Lions College de France Professor at the College de Director 3, rue d'Ulm France (Paris) 75005 Paris France Jean-Maurice Malot Saint-Gobain Vitrage Manager of the French Southern Director Les Miroirs and Western subsidiaries of the 92096 La Defense Cedex Flat Glass Division of France Compagnie de Saint-Gobain Jean-Marie Messier Vivendi Group Chairman and Chief Executive Director 42, avenue de Friedland Officer of Vivendi and 75008 Paris of Cegetel France Gerard Mestrallet Suez/Lyonnaise des Eaux Chairman of the Management Director 1, rue d'Astorg Board of Suez/Lyonnaise des 75008 Paris Eaux France Michel Pebereau Banque Nationale de Paris Chairman and Chief Executive Director 16, boulevard des Italiens Officer of Banque Nationale 75009 Paris de Paris France Bruno Roger Lazard Freres & Cie. Managing Partner of Lazard Director 121, boulevard Haussmann Freres & Cie. 75008 Paris France Gianpaolo Caccini Saint-Gobain Corporation Senior Vice President of Senior Vice President 750 E. Swedesford Road Compagnie de Saint-Gobain; Valley Forge, PA 19482 President of the Abrasives Division of Compagnie de Saint-Gobain; Vice Chairman, President and Chief Executive Officer of Saint-Gobain Corporation; General Delegate of Compagnie de Saint-Gobain for the United States and Canada
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Principal Occupation Name/Title Business Address or Employment - ---------- ---------------- -------------------- Emile Francois Poliet Senior Vice President of Senior Vice President Les Miroirs Compagnie de Saint-Gobain; 92096 La Defense Cedex President of the Specialized France Distribution Division of Compagnie de Saint-Gobain; Chairman and Chief Executive Officer of Poliet and Lapeyre Jean-Francois Phelizon Compagnie de Saint-Gobain Senior Vice President and Senior Vice President and Les Miroirs Finance Director of Finance Director 92096 La Defense Cedex Compagnie de Saint-Gobain France Claude Picot Saint-Gobain Emballage Senior Vice President of Senior Vice President Les Miroirs Compagnie de Saint-Gobain; 92096 La Defense Cedex President of the Containers France Division of Compagnie de Saint-Gobain Bernard Field Compagnie de Saint-Gobain Corporate Secretary of Corporate Secretary Les Miroirs Compagnie de Saint-Gobain 92096 La Defense Cedex France Herve Gastinel Compagnie de Saint-Gobain Vice President, Corporate Vice President, Corporate Les Miroirs Planning of Compagnie de Planning 92096 La Defense Cedex Saint-Gobain France Jean-Paul Gelly Compagnie de Saint-Gobain Vice President, Human Vice President, Human Les Miroirs Resources of Compagnie de Resources 92096 La Defense Cedex Saint-Gobain France Jean-Claude Lehmann Compagnie de Saint-Gobain Vice President, Research of Vice President, Research Les Miroirs Compagnie de Saint-Gobain 92096 La Defense Cedex France Robert Pistre Compagnie de Saint-Gobain Advisor to the Chairman of Advisor to the Chairman Les Miroirs Compagnie de Saint-Gobain 92096 La Defense Cedex France
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Principal Occupation Name/Title Business Address or Employment - ---------- ---------------- -------------------- Reinier-Paul Neeteson Compagnie de Saint-Gobain Vice President, International Vice President, International Les Miroirs Development of Compagnie de Development 92096 La Defense Cedex Saint-Gobain France Jacques Aschenbroich Compagnie de Saint-Gobain President of the Flat Glass President of the Flat Glass Les Miroirs Division of Compagnie de Division 92096 La Defense Cedex Saint-Gobain France Roberto Caliari Compagnie de Saint-Gobain President of the Reinforcements President of the Les Miroirs Division of Compagnie de Reinforcements Division 92096 La Defense Cedex Saint-Gobain France Pierre-Andre de Chalendar Compagnie de Saint-Gobain Division Executive Vice Division Executive Vice General Delegation for President for the Building President for the Building United Kingdom and Ireland Distribution Division of Distribution Division for the 1 Thames Park Compagnie de Saint-Gobain for United Kingdom and United Lester Way - Wallingford the United Kingdom and United States Oxfordshire OX 10 9TA States; General Delegate of United Kingdom Compagnie de Saint-Gobain for the United Kingdom and Ireland Gilles Colas Compagnie de Saint-Gobain President of the Building President of the Building Les Miroirs Materials Division of Materials Division 92096 La Defense Cedex Compagnie de Saint-Gobain France Philippe Crouzet Compagnie de Saint-Gobain President of the Industrial President of the Industrial Les Miroirs Ceramics Division of Ceramics Division 92096 La Defense Cedex Compagnie de Saint-Gobain France Peter R. Dachowski Compagnie de Saint-Gobain President of the Insulation President of the Insulation Les Miroirs Division of Compagnie de Division 92096 La Defense Cedex Saint-Gobain France Christian Streiff Pont-a-Mousson SA President of the Pipe President of the Pipe 91 avenue de la Liberation Division of Compagnie de Division 54000 Nancy Saint-Gobain France
-4- Directors and Executive Officers of CertainTeed Corporation ----------------------- All directors and executive officers listed below are citizens of the United States, except for Mr. Dachowski, who is a citizen of the United Kingdom, Mr. Dalle, who is a citizen of France, and Mr. Caccini, who is a citizen of Italy.
Principal Occupation Name/Title Business Address or Employment - ---------- ---------------- -------------------- Gianpaolo Caccini Saint-Gobain Corporation Senior Vice President of Chairman, President and 750 E. Swedesford Road Compagnie de Saint-Gobain; Chief Executive Officer; Valley Forge, PA 19482 President of the Abrasives Director Division of Compagnie de Saint-Gobain; Vice Chairman, President and Chief Executive Officer of Saint-Gobain Corporation; General Delegate of Compagnie de Saint-Gobain for the United States and Canada George B. Amoss Saint-Gobain Corporation Vice President - Finance of Vice President - Finance; 750 E. Swedesford Road Saint-Gobain Corporation Director Valley Forge, PA 19482 Peter R. Dachowski Compagnie de Saint-Gobain Vice President of the Insulation Executive Vice President, Les Miroirs Division of Compagnie de Insulation 92096 La Defense Cedex Saint-Gobain; Executive Vice France President of CertainTeed Corporation Bradford C. Mattson Saint-Gobain Corporation Executive Vice President, Executive Vice President, 750 E. Swedesford Road Exterior Building Products Exterior Building Valley Forge, PA 19482 of CertainTeed Corporation; Products Vice President of Saint-Gobain Corporation Lloyd C. Ambler CertainTeed Corporation President, Pipe & Plastics Vice President 750 E. Swedesford Road Group of CertainTeed Valley Forge, PA 19482 Corporation Dennis J. Baker Saint-Gobain Corporation Vice President of Vice President 750 E. Swedesford Road Saint-Gobain Corporation Valley Forge, PA 19482
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Principal Occupation Name/Title Business Address or Employment - ---------- ---------------- -------------------- Bruce H. Cowgill CertainTeed Corporation President, Insulation Group Vice President 750 E. Swedesford Road of CertainTeed Corporation Valley Forge, PA 19482 Jean-Paul Dalle Vetrotex CertainTeed President and Chief Vice President Corporation Operating Officer of 4515 Allendale Road Vetrotex CertainTeed Wichita Falls, TX 76310 Corporation F. Lee Faust Saint-Gobain Corporation Vice President of Vice President 750 E. Swedesford Road Saint-Gobain Corporation Valley Forge, PA 19482 Robert W. Fenton Saint-Gobain Corporation Vice President and Controller Vice President and Controller 750 E. Swedesford Road of Saint-Gobain Corporation Valley Forge, PA 19482 James F. Harkins, Jr. Saint-Gobain Corporation Vice President and Treasurer of Vice President and 750 E. Swedesford Road Saint-Gobain Corporation Treasurer Valley Forge, PA 19482 James E. Hilyard CertainTeed Corporation President, Roofing Products Vice President 750 E. Swedesford Road Group of CertainTeed Valley Forge, PA 19482 Corporation John R. Mesher Saint-Gobain Corporation Vice President, General Counsel Vice President, General 750 E. Swedesford Road and Secretary of Saint-Gobain Counsel and Secretary Valley Forge, PA 19482 Corporation Mark J. Scott CertainTeed Corporation Vice President of CertainTeed Vice President 750 E. Swedesford Road Corporation Valley Forge, PA 19482 John J. Sweeney, III Saint-Gobain Corporation Vice President of Vice President 750 E. Swedesford Road Saint-Gobain Corporation Valley Forge, PA 19482 Dorothy C. Wackerman Saint-Gobain Corporation Vice President of Saint-Gobain Vice President 750 E. Swedesford Road Corporation Valley Forge, PA 19482 Michael J. Walsh Compagnie de Saint-Gobain Director, Risk and Vice President Les Miroirs Insurance of Compagnie 92096 La Defense Cedex de Saint-Gobain; Vice President France of Saint-Gobain Corporation
-6- Directors and Executive Officers of Vetrotex CertainTeed Corporation -------------------------------- All directors and executive officers listed below are citizens of the United States, except for Messrs. Caccini and Caliari, who are citizens of Italy, and Mr. Dalle, who is a citizen of France.
Principal Occupation Name/Title Business Address or Employment - ---------- ---------------- -------------------- Gianpaolo Caccini Saint-Gobain Corporation Senior Vice President of Director 750 E. Swedesford Road Compagnie de Saint-Gobain; Valley Forge, PA 19482 President of the Abrasives Division of Compagnie de Saint-Gobain; Vice Chairman, President and Chief Executive Officer of Saint-Gobain Corporation; General Delegate of Compagnie de Saint-Gobain for the United States and Canada Roberto Caliari Compagnie de Saint-Gobain President of the Reinforcements Chairman and Chief Les Miroirs Branch of Compagnie de Executive Officer; 92096 La Defense Cedex Saint-Gobain Director France Jean-Paul Dalle Vetrotex CertainTeed Corporation President and Chief President & Chief 4515 Allendale Road Operating Officer of Operating Officer; Wichita Falls, TX 76310 Vetrotex CertainTeed Director Corporation George B. Amoss Saint-Gobain Corporation Vice President - Finance of Vice President 750 E. Swedesford Road Saint-Gobain Corporation Valley Forge, PA 19482 F. Lee Faust Saint-Gobain Corporation Vice President of Vice President 750 E. Swedesford Road Saint-Gobain Corporation Valley Forge, PA 19482 James F. Harkins, Jr. Saint-Gobain Corporation Vice President and Vice President and 750 E. Swedesford Road Treasurer of Treasurer Valley Forge, PA 19482 Saint-Gobain Corporation Fred G. Krautz Vetrotex CertainTeed Corporation Vice President, Research and Vice President, 4515 Allendale Road Development of Vetrotex Research and Development Wichita Falls, TX 76310 CertainTeed Corporation
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Principal Occupation Name/Title Business Address or Employment - ---------- ---------------- -------------------- John R. Mesher Saint-Gobain Corporation Vice President, General Counsel Vice President and 750 E. Swedesford Road and Secretary of Saint-Gobain Secretary Valley Forge, PA 19482 Corporation D. Ronald Lane Vetrotex CertainTeed Corporation Vice President, Manufacturing Vice President, 4515 Allendale Road of Vetrotex CertainTeed Manufacturing Wichita Falls, TX 76310 Corporation Bruce B. Parker Vetrotex CertainTeed Corporation Vice President, Finance of Vice President, 4515 Allendale Road Vetrotex CertainTeed Finance Wichita Falls, TX 76310 Corporation David E. Sharpe Vetrotex CertainTeed Corporation Vice President, Sales and Vice President, 750 E. Swedesford Road Marketing of Vetrotex Sales and Marketing Valley Forge, PA 19482 CertainTeed Corporation
-8- EX-99.2 2 LETTER DATED APRIL 5, 2000 FROM R. CALIARI EXHIBIT 99.2 Mr. Martin S. Grimnes Chairman and Chief Executive Officer Brunswick Technologies, Inc. 43 Bibber Parkway Brunswick, Maine 04011 April 5th, 2000 CONFIDENTIAL Dear Martin: I want to confirm that Jean-Philippe Buisson and myself will come in New York on Monday April 10 in the afternoon to continue our discussion with you and Peter Walmsley. After our recent conversations, I would like to reiterate our desire to establish a constructive dialogue with BTI hoping that we can explore a possible strategic business combination on an expedited timetable and on a friendly, negotiated and confidential basis. We believe that such a transaction can be very attractive to both companies, their respective shareholders and their employees. I am, therefore, prepared to negotiate with you the main issues involved in the transaction, including price, operating structure, management and integration issues. Pursuant to your request and that of Mr. Walmsley last week that we not make any publication which might threaten the continued independence of BTI, we do not intend at this time to make any public disclosure. This decision is, of course, predicated on the assumption that BTI will not make any public disclosures impacting these discussions before then. I am looking forward to meeting you again and Peter Walmsley next Monday. Clearly, this opportunity is the highest priority for all of us with Saint-Gobain, and we would like you and your Board to share our enthusiasm. Best personal regards. Sincerely, Roberto Caliari EX-99.3 3 LETTER DATED APRIL 10, 2000 R. CALIARI TO BTI Exhibit 99.3 BRANCHE RENFORCEMENT The Board of Directors Brunswick Technologies, Inc. 43 Bibber Parkway Brunswick, Maine 04011 Paris, April 10th, 2000 CONFIDENTIAL Dear Director: We are writing to express our desire to establish a constructive dialogue with the Board of Directors of Brunswick Technologies, Inc. ("BTI") regarding a strategic business combination between Saint-Gobain and BTI on an expedited timetable and on a negotiated and confidential basis. We have had, within the past two weeks, two unsuccessful attempts to negotiate the terms of a transaction with several of your directors, at least one of whom is a member of management. We feel we have no choice but to present our offer directly to the full Board. Based on our analysis to date, we are in a position to negotiate a cash offer of up to $7.75 per share, which represents a premium of approximately 50% to the average price of the past few days. We believe that this is a full and fair price that fairly reflects the benefits to be obtained from a combination of our businesses and presents a unique and compelling opportunity for the shareholders of BTI. Given the very difficult public market environment for small capitalization stocks (a situation that is unlikely to improve in the near-term), including very limited research following, limited institutional interest and significant price volatility, it has been and will continue to be a challenge for BTI to create shareholder value as an independent public entity, as evidenced by BTI's recent trading performance. We believe that these issues can negatively impact BTI's ability to use its stock as an acquisition currency and as a compensation incentive to attract and retain management and key employees. We believe that Saint-Gobain and BTI would be a very attractive combination - providing an outstanding strategic fit. By virtue of our approximate 14% ownership interest in BTI and our position as a long-term key raw materials supplier to BTI, we feel we know your company extremely well. Based upon this knowledge and our experience operating in your markets on a global basis, we believe there is a compelling strategic rationale for a combination. In evaluating why such a combination is so attractive to both companies and their respective shareholders, we have focused on several key factors, including the following: . Synergies within the Technical Fabrics Group of the Saint-Gobain Reinforcement Branch (e.g., technologies, marketing, R&D, cost optimization) while at the same time maintaining an ability to innovate and quickly respond to market developments through a clear autonomy of management; . Synergies resulting from the integration of a fiberglass supplier with a technical fabrics manufacturer, including a reduction in the time required to develop new products, improvements in raw material quality, and improved logistics and supply chain organization; . Strong support for development in the European market and other key markets (e.g., Asia) ; and . Greater access to capital for, among other things, research and development expenditures and capital investment (critical given BTI's near-term plans to invest heavily in the infrastructure market and to pursue growth through acquisition). Based on these factors, we have concluded that the strategic and financial advantages of combining our two companies are too significant to ignore. If you are unwilling to commence meaningful and substantive negotiations with us within the next two days, or if you reject our strong indication of interest in a negotiated transaction at this price, we shall consider all options open to us, including taking our proposal directly to your shareholders. We believe that the transaction we are proposing is in the best interest of BTI's shareholders and will allow them to receive possible future value today. We urge the Board of Directors of BTI to recognize the immediate and long-term value of this transaction for BTI shareholders. We are available to meet with you and your representatives to discuss this matter at your earliest convenience. Yours sincerely, /s/ Roberto Caliari Roberto Caliari EX-99.4 4 LETTER DATED APRIL 17, 2000 FROM R. CALIARI TO BTI Exhibit 99.4 BRANCHE RENFORCEMENT The Board of Directors Brunswick Technologies, Inc. 43 Bibber Parkway Brunswick, Maine 04011 Paris, April 17th, 2000 CONFIDENTIAL Dear Director: As you know from our prior communications, it is our strong belief that Saint- Gobain and Brunswick Technologies, Inc. ("BTI") would be a compelling combination - providing both an outstanding strategic fit and a unique opportunity for your shareholders to realize maximum value for their shares. We have attempted to discuss with you a possible transaction that would lead to such a combination and at the same time provide BTI shareholders a substantial premium over the current market price of their shares. We have made, over the past two weeks, two unsuccessful attempts to negotiate the terms of a transaction with several of your directors, including two who are members of management. At the conclusion of our April 10, 2000 meeting, we made an offer to purchase all of the shares of BTI that we don't already own. Subsequently, on several occasions, representatives of BTI have indicated that while the Board of Directors is considering our offer, it is not ready to enter into negotiations for a transaction at this time, because it has not yet retained investment banking advisors. These representatives suggested that it may be several weeks before the BTI Board could engage in meaningful negotiations. While we are still prepared to discuss a negotiated transaction, our management strongly supports pursuing a business combination now. We therefore plan to present our offer directly to BTI's shareholders. We intend to commence a tender offer within the next few days to acquire 100% of the outstanding common shares of BTI not owned by Saint-Gobain and its affiliates at a price of $8.00 per share, in cash. This represents a premium of approximately 46% to Friday's closing price of $5.50 per share, and a premium of almost 78% to the closing price of one month ago. We believe that this is a full and fair price that fairly reflects the benefits to be obtained from a combination of our businesses and presents a unique and compelling opportunity for the shareholders of BTI. A combination is clearly in the best interests of both companies and all of their constituencies, and we are committed to completing it. Given Saint-Gobain's strong financial condition, the proposed transaction would not be subject to any financing contingencies. We believe that the transaction we are proposing is in the best interest of BTI's shareholders and will allow them to receive possible future value today. We urge BTI's Board of Directors to recognize the immediate and long-term value of this transaction for BTI shareholders. We are available to meet with you and your representatives to discuss this matter at your earliest convenience. Yours sincerely, /s/ Roberto Caliari Roberto Caliari EX-99.5 5 PRESS RELEASE DATED APRIL 17, 2000 Exhibit 99.5 CertainTeed Corporation Offers $8.00 per share for Brunswick Technologies, Inc. Valley Forge, Pennsylvania, April 17, 2000 - CertainTeed Corporation, a wholly owned subsidiary of Compagnie de Saint-Gobain (Paris, France), announced today that it intends to commence a tender offer for all of the approximately 5.2 million outstanding common shares of Brunswick Technologies, Inc. (Nasdaq: BTIC) not already owned by Vetrotex CertainTeed Corporation, a wholly owned subsidiary of CertainTeed, at a price of $8.00 per share, in cash. This offer represents a premium of approximately 46% over BTI's closing price on Friday, April 14, 2000, and a premium of almost 78% over the closing price of one month ago. Vetrotex, CertainTeed's fiber glass reinforcements business, currently owns about 14% of the outstanding shares of BTI. The offer will commence within the next few days and is not subject to any financing contingency. This offer is announced after CertainTeed's repeated requests to negotiate a transaction were deferred by BTI's directors. CertainTeed believes that the offer delivers significant and immediate value to BTI shareholders. Additionally, the combination of Vetrotex and BTI can achieve benefits for both companies by bringing a well managed, financially stronger and more diverse company together with BTI at a crucial time in its development. CertainTeed prefers to meet with representatives of BTI to pursue meaningful negotiations but, if not, CertainTeed believes that BTI shareholders should be given the opportunity to consider and act upon the offer. Lehman Brothers Inc. has been retained as CertainTeed's financial advisor in connection with this offer. This news release is for informational purposes only. It is not an offer to buy, or the solicitation of an offer to sell, any shares of BTI common stock. Further, it is not a solicitation of a proxy, consent or authorization for, or with respect to, a meeting of the shareholders of CertainTeed, any of its affiliates or BTI, or any action in lieu of a meeting. The solicitation of offers to buy BTI common stock will only be made pursuant to an offer to purchase and related materials that CertainTeed Corporation will soon be sending to BTI shareholders. This material also will be filed with the Securities and Exchange Commission as part of a tender offer statement. BTI shareholders will be able to obtain such tender offer statement, including the offer to purchase and related materials, for free at the Commission's Web site at www.sec.gov. Such documents also will be available at no charge from CertainTeed Corporation's information agent, Innisfree M&A Incorporated, at 212- 750-5833 or 1-888- 750-5834. BTI shareholders are urged to carefully read the complete terms and conditions of those materials prior to making any decisions with respect to an actual offer. BTI develops and manufactures engineered reinforcements for the composite industry. Examples of products manufactured with BTI engineered reinforcements include ballistic armor, boats, snowboards, truck panels, wind-blades, automotive parts, marine pilings, bridges, and offshore oil and gas production equipment. BTI has manufacturing facilities in Maine, Texas and the UK. 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. We undertake 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 -----END PRIVACY-ENHANCED MESSAGE-----