-----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, VvW5Tuct/MTS8cebjVcq3WzKxvBeqA9FEmi32rwwljAnEUUoZuucMu6OG6+qWV/u bNcz9OnwzzrENgje4Ow9ug== 0001036050-00-000738.txt : 20000501 0001036050-00-000738.hdr.sgml : 20000501 ACCESSION NUMBER: 0001036050-00-000738 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRUNSWICK TECHNOLOGIES INC CENTRAL INDEX KEY: 0000826075 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 010402052 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-50449 FILM NUMBER: 613629 BUSINESS ADDRESS: STREET 1: 43 BIBBER PKWY CITY: BRUNSWICK STATE: ME ZIP: 04011 BUSINESS PHONE: 2077297792 MAIL ADDRESS: STREET 1: 43 BIBBER PARKWAY CITY: BRUNSWICK STATE: ME ZIP: 04011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPAGNIE DE SAINT GOBAIN CENTRAL INDEX KEY: 0001012037 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: LES MIROIRS STREET 2: 18 AVE D'ALSACE COURBEVOIE CITY: COURBEVOIE STATE: I0 ZIP: 00000 BUSINESS PHONE: 6103417000 MAIL ADDRESS: STREET 1: LES MIROIRS CITY: PARIS LA DEFENSE CED SC TO-T/A 1 AMENDMENT NO. 3 TO SC TO-T/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) --------------------- BRUNSWICK TECHNOLOGIES, INC. (Name of Subject Company) ------------------------ VA ACQUISITION CORPORATION CERTAINTEED CORPORATION Indirect wholly owned subsidiaries of COMPAGNIE DE SAINT-GOBAIN (Name of Filing Person--Offeror) ------------------------ COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 117394 10 6 (CUSIP Number of Class of Securities) ------------------------ JOHN R. MESHER VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY CERTAINTEED CORPORATION 750 E. SWEDESFORD ROAD VALLEY FORGE, PENNSYLVANIA 19482 TELEPHONE: (610) 341-7108 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) ------------------------ COPY TO: PETER O. CLAUSS, ESQ. PEPPER HAMILTON LLP 3000 TWO LOGAN SQUARE EIGHTEENTH AND ARCH STREETS PHILADELPHIA, PENNSYLVANIA 19103-2799 TELEPHONE: (215)981-4541 ------------------------ CALCULATION OF FILING FEE ________________________________________________________________________________ TRANSACTION VALUATION* AMOUNT OF FILING FEE ________________________________________________________________________________ ________________________________________________________________________________ $40,735,280 $8,147 ________________________________________________________________________________ * Based on the offer to purchase, all of the outstanding shares of common stock of Brunswick Technologies, Inc. at a purchase price of $8.00 cash per share, 5,230,830 shares issued and outstanding as of March 15, 2000, less 713,746 shares owned by an affiliate of Offeror, and outstanding options with respect to 574,826 shares as of December 31, 1999 with an exercise price of $10.00 or less per share, in each case as reported in Brunswick Technologies, Inc.'s Annual Report on Form 10-K for the calendar year ended December 31, 1999. [x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $8,147 Form or Registration No.: Schedule TO Filing Party: VA Acquisition Corporation, CertainTeed Corporation Date Filed: April 20, 2000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [x] third party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [x] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 2 This Amendment No. 3 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on April 20, 2000, as amended by Amendment No. 1 and by Amendment No. 2 thereto filed with the Commission on April 24, 2000 and April 26, 2000, respectively (collectively, the "Schedule TO") by CertainTeed Corporation, a Delaware corporation ("CertainTeed" or the "Parent"), and VA Acquisition Corporation, a Maine corporation and an indirect wholly owned subsidiary of CertainTeed (the "Purchaser"), both of which are indirect wholly owned subsidiaries of Compagnie de Saint-Gobain. The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.0001 per share, including the associated rights to purchase preferred stock (the "Shares"), of Brunswick Technologies, Inc., a Maine corporation ("BTI" or the "Company"), at $8.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 20, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase and in the Schedule TO. This Amendment No. 3 to Schedule TO also constitutes Amendment No. 3 to the statement on Schedule 13D of Parent, Saint-Gobain and Vetrotex, filed on February 18, 1997. ITEM 11. ADDITIONAL INFORMATION Item 11 of the Schedule TO is hereby amended and supplemented to include the following information: On April 26, 2000, BTI filed a complaint in the United States District Court for the District of Maine against Vetrotex CertainTeed Corporation ("Vetrotex"), the Purchaser, the Parent and Compagnie de Saint-Gobain (Civil Action Docket No. 00-CV-124-P-H). The complaint alleges that Vetrotex, the Purchaser, the Parent and Compagnie de Saint-Gobain (collectively, "Defendants") violated federal securities laws. Specifically, the complaint alleges that Vetrotex failed to timely disclose that its investment in BTI had changed for the purpose of seeking control of BTI and not for investment purposes, and that the bidder Defendants improperly commenced the Offer by failing to timely serve BTI with a copy of the tender offer documents. The complaint also alleges that 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 Defendants from: (i) accepting any shares or proxies in connection with the Offer; (ii) making any public announcements or filings related to the Offer, except as required by law; (iii) soliciting proxies from BTI shareholders; or (iv) communicating with BTI shareholders. The complaint also seeks a declaratory judgement that Saint-Gobain violated Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and that the Offer was improperly commenced and is null and void. The complaint also seeks monetary damages and costs. Defendants intend to vigorously contest all allegations in the complaint. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 28, 2000 VA Acquisition Corporation By: /s/ John R. Mesher ------------------ John R. Mesher Vice President and Secretary CertainTeed Corporation By: /s/ John R. Mesher ------------------ John R. Mesher Vice President, General Counsel and Secretary 4 EXHIBIT INDEX (a)(1) Offer to Purchase, dated April 20, 2000.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Form of summary advertisement, dated April 20, 2000.* (a)(8) Text of press release issued by CertainTeed, dated April 20, 2000.* (a)(9) Text of press release issued by CertainTeed, dated April 24, 2000.* (a)(10) Text of press release issued by CertainTeed, dated April 26, 2000.* (d) None. (g) None. (h) Not applicable. ___________________________ * Previously filed as exhibits to Schedule TO. 5 -----END PRIVACY-ENHANCED MESSAGE-----