SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
---------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Control Devices, Inc.
- --------------------------------------------------------------------------------
(Name of Subject Company)
First Technology Acquisition Corp.; First Technology PLC
- --------------------------------------------------------------------------------
(Bidders)
Common Stock, No Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
21238C103
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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
<PAGE>
This Amendment No. 2 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") 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. 2, 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 as follows:
Section 10 of the Offer to Purchase ("Background of the Offer; Contacts
with the Company") is hereby amended by the addition of the following paragraph
at the end thereof:
During the course of its due diligence investigation of the Company,
certain projections by the Company's management as to the Company's future
results were received by Parent, most recently in January, 1999 (the
"January Information"). Parent does not believe that any such information
is material, particularly in comparison to market expectations as
reflected in analysts' estimates with respect to 1999 earnings per share.
Parent did not rely upon such information in its analysis of the price it
was prepared to offer and such information did not result in any changes
in negotiations between Parent and the Company. The material negotiating
decisions with respect to the Per Share Price, as set forth above,
occurred prior to the receipt of the January Information. Nothing in the
projections was material to the decision to proceed with the transaction.
Section 14 of the Offer To Purchase ("Certain Conditions of the Offer") is
hereby amended by amending and restating clause (ii) of the first paragraph of
Section 14 in its entirety as follows:
(ii) if at any time on or after the date of the Merger Agreement and
before the Expiration Date, any of the following events have occurred:
<PAGE>
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 19, 1999 FIRST TECHNOLOGY ACQUISITION CORP.
By: /s/ Frederick J. Westlake
--------------------------------
Name: Frederick J. Westlake
Title: President
FIRST TECHNOLOGY PLC
By: /s/ Frederick J. Westlake
--------------------------------
Name: Frederick J. Westlake
Title: Chairman
