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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
STATEMENT OF BENEFICIAL OWNERSHIP
PURSUANT TO SECTION 13(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Control Devices, Inc.
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(Name of Subject Company)
First Technology Acquisition Corp.; First Technology PLC
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(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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CUSIP NO. 21238C103 14D-1/A AND 13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
First Technology PLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO, BK (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
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7 SOLE VOTING POWER
None
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 8,185,422
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None
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10 SHARED DISPOSITIVE POWER
8,185,422
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,185,422 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 21238C103 14D-1/A AND 13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
First Technology Acquisition Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO, BK (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
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7 SOLE VOTING POWER
None
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 8,185,422
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None
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10 SHARED DISPOSITIVE POWER
8,185,422
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,185,422 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 3 is to the Tender Offer Statement on Schedule 14D-1,
originally filed on February 26, 1999, as thereafter amended (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"). 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 6(a) and (b) are hereby amended and supplemented by adding the
following to the end thereof:
At 12:00 midnight, Eastern Time, on Thursday, March 25, 1999, the Offer
expired. Based on information provided by the Depositary, Purchaser purchased
approximately 8,185,422 Shares were tendered, of which 8,947 Shares were
tendered pursuant to notices of guaranteed delivery. The acceptance of such
tendered Shares resulted in the Purchaser beneficially owning approximately
98.3% of the outstanding Shares.
The Merger will be effected as promptly as practicable. In the Merger
(subject to certain exceptions), each Share not purchased pursuant to the Offer
will be converted into the right to receive the Per Share Amount paid in the
Offer.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by adding the following to
the end thereof:
On March 26, 1999, Parent issued press releases in the United States
and England, copies of which are included as exhibits (a)(10) and (a)(11) hereto
and incorporated herein by reference, which announced that Purchaser has
accepted for payment all Shares validly tendered pursuant to the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(10) Press Release issued in United States by Parent on March 26, 1999
(a)(11) Press Release issued in England by Parent on March 26, 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 26, 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 INDEX
EXHIBIT
NO. DESCRIPTION
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(a)(10) Press release issued in the United States by Parent on March 26, 1999
(a)(11) Press release issued in England by Parent on March 26, 1999
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Exhibit (a)(10)
FOR IMMEDIATE RELEASE
MEDIA CONTACTS:
GRACE PROTOS (MACKENZIE PARTNERS): 212-929-5500
JEFF WOOD (CONTROL DEVICES CFO): 207-642-4535
FIRST TECHNOLOGY COMPLETES CONTROL DEVICES TENDER OFFER
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BERKSHIRE, ENGLAND -- March 26, 1999 -- First Technology PLC. (LSE: FRS) today
announced the successful completion of its tender offer for the common shares of
Control Devices, Inc. (NASDAQ: SNSR).
Based on a preliminary count, 8,185,422 Control Devices common shares (including
8,947 shares subject to guarantees of delivery), representing 98.3% of all
outstanding Control Devices common shares, were purchased by First Technology
following the expiration of the offer yesterday. The depositary will promptly
commence delivery of payments to tendering shareholders.
First Technology will acquire the Control Devices common shares not purchased in
the tender offer through a short form cash merger to be completed as promptly as
practicable. It is expected that such merger will be effective within the next
week. In the merger, the remaining Control Devices common shares will be
converted into the right to receive the $16.25 per share amount paid in the
tender offer.
First Technology financed the transaction through a combination of cash on hand
and bank facilities, including a bridge financing facility intended to be repaid
through a rights offering by First Technology Funding plc, a wholly owned
subsidiary of First Technology PLC.
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.
# # #
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Exhibit (a)(11)
FIRST TECHNOLOGY PLC ("FIRST TECHNOLOGY")
ACQUISITION OF CONTROL DEVICES, INC. ("CONTROL DEVICES")
RESULT OF TENDER OFFER
CONVERSION OF CONVERTIBLE UNSECURED LOAN STOCK
OF FIRST TECHNOLOGY FUNDING PLC
The Board of First Technology announces that by 25 March 1999, the closing date
for the Tender Offer for Control Devices announced on 23 February 1999,
acceptances had been received in respect of a total of 8,185,422 Control Devices
Shares. This represents 98.3% of Control Devices' outstanding share capital.
The conditions of the Tender Offer having been satisfied and First Technology
Acquisition Corp. having obtained acceptances in excess of 90% of the issued
share capital of Control Devices, under the terms of the Merger Agreement dated
23 February 1999 the Tender Offer has been closed and First Technology
Acquisition Corp. will be merged into Control Devices under the "short form"
merger procedures of the Indiana Business Corporation Law. It is expected that
such merger will be completed by 30 March 1999.
Under the terms of the Deed Poll constituting the Convertible Unsecured Loan
Stock of First Technology Funding plc ("CULS") the CULS will be automatically
converted into New Ordinary Shares of First Technology at the rate of one New
Ordinary Share in First Technology for each CUL. The Conversion will take place
immediately following the Rights Issue Closing Date. Admission and dealings in
the New Ordinary Shares are expected to take place on 7 April 1999 and
definitive share certificates in respect of New Ordinary Shares will be
despatched by 13 April 1999.
CONTACTS:
First Technology Dr Fred Westlake, Chairman 01344 622322
Oliver Burns, Finance Director 01344 622322
Dresdner Kleinwort Benson Stuart Stradling, Director 0171 623 8000
Tavistock Communications Lulu Bridges 0171 600 2288
Kleinwort Benson Securities Limited ("Dresdner Kleinwort Benson"), which is
regulated by The Securities and Futures Authority Limited, is acting for First
Technology and First Technology Funding plc and no one else in connection with
the Acquisition and Rights Issue and will not be responsible to any other person
for providing the protections afforded to customers of Dresdner Kleinwort Benson
or for providing advice in relation to the contents of this announcement or any
matter referred to herein. Dresdner Kleinwort Benson has approved this
announcement as an investment advertisement solely for the purpose of section 57
of the Financial Services Act 1986. The definitions set out in the Listing
Particulars dated 23 February 1999 have the same meaning herein.
