<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------
CONTROL DEVICES, INC.
(Name of Subject Company)
CONTROL DEVICES, INC.
(Name of Person Filing Statement)
COMMON SHARES, NO PAR VALUE
(Title of Class of Securities)
------------------------
21238C 10 3
(CUSIP Number of Class of Securities)
------------------------
BRUCE D. ATKINSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONTROL DEVICES, INC.
228 NORTHEAST ROAD
STANDISH, MAINE 04084
207-642-4535
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person Filing the Statement)
------------------------
COPIES TO:
JAMES A. STRAIN
SOMMER & BARNARD, PC
4000 BANK ONE TOWER
INDIANAPOLIS, INDIANA 46204
317-630-4000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 to Schedule 14D-9 is being filed to include the press
release dated March 11, 1999 by First Technology PLC as Exhibit 99.8 to the
Schedule.
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
**99.1 Agreement and Plan of Merger dated as of February 22, 1999 by and
among Parent, Purchaser and the Company.
**99.2 Offer to Purchase dated February 26, 1999.
**99.3 Confidentiality Agreement dated June 4, 1998 by and between Parent
and the Company.
**99.4 Joint Press Release issued by Parent and the Company on February 23,
1999.
**99.5 Opinion of Cleary Gull & Reiland Inc. dated February 22, 1999.*
**99.6 Letter to the Shareholders dated February 26, 1999.*
**99.7 Reference is made to the information under the captions
"Compensation of Directors," "Security Ownership of Management,"
"Compensation of Executive Officers," and
"Atkinson/Wood/Hauser-Kauffmann Termination Benefits Agreements."
which are included in Schedule I hereto.
99.8 Press Release issued by Parent on March 11, 1999.
- ------------------------
* Included in copies of the Schedule 14D-9 mailed to shareholders.
** Previously filed.
33
<PAGE>
SIGNATURES
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: March 11, 1999
CONTROL DEVICES, INC.
/S/ BRUCE D. ATKINSON
---------------------------------------------------------------
Name: Bruce D. Atkinson
Title: President and Chief
Executive Officer
34
<PAGE>
Exhibit 99.8
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
<PAGE>
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
time by the companies in their filings with the Securities and Exchange
Commission or the London Stock Exchange.
