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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CONTROL DEVICES, INC.
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(Name of Subject Company)
FIRST TECHNOLOGY ACQUISITION CORP.; FIRST TECHNOLOGY PLC
(Bidders)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
21238C103
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(CUSIP Number of Class of Securities)
Dr. Frederick J. Westlake
Chairman
First Technology PLC
2 Cheapside Court, Buckhurst Road
Ascot, Berkshire SL5 7RF
United Kingdom
44-1344-622-322
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
Copy to:
Jere R. Thomson, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
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This Amendment No. 1 is to the Tender Offer Statement on Schedule
14D-1, originally filed on February 26, 1999, as amended (the "Statement"), that
relates to the offer by First Technology Acquisition Corp.("Purchaser"), an
indirect, wholly owned subsidiary of First Technology PLC ("Parent"), to
purchase all outstanding common shares (the "Shares") of Control Devices, Inc.
(the "Company") at a purchase price of $16.25 per Share, net to the seller in
cash, without interest, on the terms and subject to the conditions set forth in
the Offer To Purchase, dated February 26, 1999 (the "Offer To Purchase"), and in
the related Letter of Transmittal and any amendments or supplements thereto,
copies of which are attached to the Statement as Exhibits (a)(1) and (a)(2),
respectively (which collectively constitute the "Offer"). The Statement was, and
this Amendment No. 1, is being filed on behalf of Purchaser and Parent.
Capitalized terms not defined in this Amendment have the meanings assigned to
them in the Offer To Purchase.
The Statement is hereby amended and/or supplemented as provided below:
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b) is hereby amended and supplement by adding the following to
the end thereof:
Section 14 of the Offer To Purchase ("Certain Conditions of the Offer")
is hereby amended to add the following paragraph at the end thereof.
STOCKHOLDER APPROVAL RELEASE. On March 11, 1999, Parent issued a
press release reporting that it had received the approval by its Stockholders of
its acquisition of Control Devices, Inc. and related matters. Obtaining such
approval was a condition to the Offer.
On March 12, 1999, the Listing Condition was fulfilled.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
99(b)(4) Press Release issued by Parent on March 11, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: March 12, 1999 FIRST TECHNOLOGY ACQUISITION
CORP.
By: /S/ FREDERICK J. WESTLAKE
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Name: Frederick J. Westlake
Title: President
FIRST TECHNOLOGY PLC
By: /S/ FREDERICK J. WESTLAKE
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Name: Frederick J. Westlake
Title: Chairman
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EXHIBIT 99(B)(4)
FOR IMMEDIATE RELEASE
MEDIA CONTACTS:
DAN BURCH (MACKENZIE PARTNERS): 212-929-5748
JEFF WOOD (CONTROL DEVICES CFO): 207-642-4535
FIRST TECHNOLOGY PLC RECEIVES STOCKHOLDER APPROVAL
OF ACQUISITION OF CONTROL DEVICES, INC.
BERKSHIRE, ENGLAND -- March 11, 1999 -- First Technology PLC (LSE:FRS)
today announced that it had received the approval by its stockholders of its
acquisition of Control Devices, Inc. (NASDAQ: SNSR) and related matters. First
Technology stockholder approval was a condition to the previously announced
recommended tender offer for all of Control Devices' outstanding shares at
$16.25 per share in cash. The tender offer is scheduled to expire on March 25.
Under the agreement between First Technology and Control Devices,
Control Devices shares not purchased in the tender offer will be converted into
$16.25 in cash in a subsequent merger. Certain of Control Devices' directors and
executive officers holding shares representing 16.5% of Control Devices' fully
diluted outstanding share capital have agreed to tender their shares and vote
for the transaction. In addition, Control Devices' chairman, three of its
executive officers and two of its nonemployee directors have agreed to invest an
aggregate of $8 million in First Technology shares.
The tender offer is subject to a majority of Control Devices' shares
(on a fully- diluted basis) being tendered and not withdrawn, as well as other
conditions, including listing on the London Stock Exchange of First Technology
stock to be issued in a rights offering. The listing is expected to be effective
by Friday, March 12, 1999. The transaction is not subject to financing.
Control Devices, based in Standish, Maine, designs, manufactures and
markets circuit breakers, electronic sensors and electronic ceramic component
parts used by OEMs in the automotive, appliance and telecommunications market.
The company generated fiscal 1998 annual revenues of $80 million from its
operations located in the US, France and the Dominican Republic. Control
Devices' products include over 250 types of circuit breakers, including metal
covered breakers (for wiring harnesses, etc.) and glass enclosed breakers (for
hermetic applications inside small motors); optoelectronic sensors (solar,
twilight, steering encoder and interior fog); and solid state ceramic switches.
The acquisition will enable First Technology to expand its global product
offering of automotive sensing and safety products, increasing critical mass in
the US and Europe.
First Technology, based in Ascot, Berkshire, England, is an
international group serving the global transportation industry in the supply of
products and services in the fields of sensing, measurement and safety testing.
First Technology generated fiscal 1998 revenues from continuing operations of
(pound)52 million ($85 million) from its operations based in the UK, the US,
France and Japan. First Technology's products include crash activated sensors
for fuel cut-off and central door lock release, fuel level senders and rollover
sensors. First Technology Safety Systems, Inc., a subsidiary of First
Technology, designs and manufactures crash test dummies and related sensing
equipment for use by the major global automotive OEM and tier one suppliers.
Automotive customers of First Technology include, directly and indirectly,
General Motors, Ford, Fiat, Renault, PSA, Honda, Rover, Daimler-Chrysler, Daewoo
and Toyota.
Forward-looking statements contained in this release involve risks and
uncertainties that could cause actual results to differ materially from those
contemplated. Factors that could cause such differences include the risks
associated with the automotive business generally, transactional effects,
integration risks and other investment considerations described from time to
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time by the companies in their filings with the Securities and Exchange
Commission or the London Stock Exchange.
