-----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, Q56uRRVIiZRd/CDy2t3ZfDIDVNNt4OWTdNcdCOTUn9UBJLYrrJDC4eGMq1i/suyc BnCh4S4Mf6xyPxcz5MKkjg== 0000896017-03-000001.txt : 20030310 0000896017-03-000001.hdr.sgml : 20030310 20030310080142 ACCESSION NUMBER: 0000896017-03-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST YEARS INC CENTRAL INDEX KEY: 0000055698 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 042149581 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-13261 FILM NUMBER: 03597098 BUSINESS ADDRESS: STREET 1: ONE KIDDIE DR CITY: AVON STATE: MA ZIP: 02322-1171 BUSINESS PHONE: 5085881220 MAIL ADDRESS: STREET 1: ONE KIDDIE DR CITY: AVON STATE: MA ZIP: 02322-1171 FORMER COMPANY: FORMER CONFORMED NAME: KIDDIE PRODUCTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPPORTUNITY PARTNERS L P CENTRAL INDEX KEY: 0000896017 IRS NUMBER: 113132092 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLESANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D 1 schedthird.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT NA 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 96,909 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 143,709_________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 143,709 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 1.7% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Santa Monica Partners, L.P., Lawrence J. Goldstein and L.J. Goldstein & Company Incorporated Pension Plan. 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 699,148 8. SHARED VOTING POWER 99 9. SOLE DISPOSITIVE POWER 699,148_________________________________________________________ 10. SHARED DISPOSITIVE POWER 99 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 699,247 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 8.5% 14. TYPE OF REPORTING PERSON IA Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock (the "Common Stock") of The First Years Inc. ("First Years"). The principal executive offices of First Years are located at One Kiddie Drive, Avon, MA 02322. Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Phillip Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 ("Phillip") and Santa Monica Partners, L.P. and Lawrence J. Goldstein, 1865 Palmer Avenue, Larchmont, NY 10538 ("Lawrence"). Phillip and Lawrence are not related. Phillip is a self-employed investment advisor. He is also President of Kimball and Winthrop, Inc. 60 Heritage Drive, Pleasantville, NY 10570, an investment advisory firm. Lawrence is the President of SMP Asset Management LLC, the General Partner of Santa Monica Partners, L.P., 1865 Palmer Avenue, Larchmont, NY 10538, a private investment partnership. Lawrence is also the sole trustee of the L.J. Goldstein & Company Incorporated Pension Plan (the "Plan"). During the last 5 years neither Phillip nor Lawrence has been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Phillip and Lawrence are U.S. citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Phillip has accumulated shares of the Issuer on behalf of accounts that are managed by him. All funds that have been utilized to purchase such shares are from such accounts or from margin loans from broker dealers where these accounts are held. Santa Monica Partners, L.P. and Lawrence have accumulated shares of the Issuer utilizing the Partnership's capital and personal funds respectively. Shares acquired for the Plan utilized Plan assets. All funds that have been utilized to purchase such shares are from such accounts or from margin loans from broker dealers where these accounts are held. ITEM 4. PURPOSE OF TRANSACTION Over the past few months, Phillip and Lawrence have had a number of discussions relating to their dissatisfaction with the Issuer's stock price, the performance of its management and its corporate governance. However, Phillip and Lawrence have never formed any agreement to buy, sell, hold or vote their shares together and thus, are not a "group." They have agreed that either of them may buy, sell, hold or vote shares without notifying or consulting with each other either before or after such action is taken. The only reason not to file as a "group" is that it would not be accurate to do so because of the absence of any agreement between Lawrence and Phillip to buy, sell, hold or vote their shares together. There is a fundamental philosophical difference between Phillip and Lawrence. Lawrence believes that the best approach to enhancing shareholder value is to persuade the Issuer's management to take action to develop new markets and products in order to increase revenues and profits and has suggested many ways to do so including: Expand product development teams in order to accelerate introduction of new products Broaden product offerings, e.g. create a line of play products for pets Leverage The First Years strong brand name recognition by licensing it out License in, i.e. expanding upon the two licenses already being utilized Capitalize on existing distribution and new channels Create "super" gift cartons/packages for new parents encompassing the entire line of product offerings ("Everything you need for your new baby") for sale through upscale retailers and on the internet Expand the company's international presence Leverage the company's customer service capabilities Pursue synergistic acquisitions and strategic alliances Phillip, on the other hand, believes that the best way to maximize shareholder value is to sell the company for a premium price to a buyer that is more capable of exploiting The First Years brand name than current management. Phillip has informed Lawrence that he intends to solicit proxies for the Issuer's annual meeting to among other things, dismantle the Issuer's poison pill (which deters potential buyers) and to elect one or more directors. Phillip has not asked Lawrence for and Lawrence has not offered to support such a proxy solicitation financially or any other way. Lawrence has indicated to Phillip that if Phillip does solicit proxies, he would likely vote his shares to dismantle the poison pill and, without committing to vote for Phillip's as yet unnamed nominee(s), would consider doing so because he believes the current board is excessively dominated by management to the detriment of the Issuer's shareholders. Although Lawrence and Phillip are not a "group," they are making this joint filing at Phillip's urging in the hope of avoiding a frivolous lawsuit alleging that they are a "group" and did not file as one or that they did not make adequate disclosure. They welcome queries as to their plans by the Issuer's management or by any stockholder. Phillip has been the victim of such frivolous litigation in the past and that has made him wary of the possibility that the Issuer's lawyers may advise management to use shareholder funds to pursue a frivolous lawsuit designed to prevent shareholders from freely exercising their franchise rights and First Amendment rights. By this filing, they hope to avoid such litigation. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the quarterly report for the quarter ended September 30, 2002 there were 8,214,547 shares of Common Stock outstanding. The percentage set forth in this item (5a) was derived using such number. Phillip is deemed to be the beneficial owner of 143,709 shares of Common Stock or 1.7% of the outstanding shares. Lawrence is deemed to be the beneficial owner of 699,247 shares of Common Stock or 8.5% of the outstanding shares. b. Power to solely vote securities resides with Phillip for 96,909 shares. Power to dispose of securities resides solely with Phillip for 143,709 shares. Power to solely vote securities resides with Lawrence for 699,148 shares and jointly for 99 shares. Power to dispose of securities resides solely with Lawrence for 699,148 shares and jointly for 99 shares. c. During the last sixty days the following shares of common stock were purchased: Santa Monica Partners, L.P. 2/21/03 10000 @ $10.80 Phillip Goldstein 12/31/02 1100 @ 9.95 1/2/03 10600 @ 10.06 1/8/03 300 @ 10.05 1/16/03 2200 @ 10.095 1/17/03 5000 @ 10.05 1/21/03 5000 @ 10.05 1/24/03 1100 @ 9.35 1/27/03 5000 @ 9.15 and 5000 @ 9.1 1/29/03 17500 @ 9.25 1/30/03 23200 @ 9.25 2/21/03 100 @ 9.5 3/6/03 7400 @ 10 d. Beneficiaries of accounts managed by Phillip and Lawrence are entitled to receive any dividends or sales proceeds. e. NA ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1: Joint Filing Agreement 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. Dated: 3/6/03 By: /s/ Phillip Goldstein Name: Phillip Goldstein Santa Monica Partners, L.P. General Partner, SMP Asset Management LLC By: /s/ Lawrence J. Goldstein Name: Lawrence J. Goldstein By: /s/ Lawrence J. Goldstein Name: Lawrence J. Goldstein Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1 (k) (1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D (and all further amendments filed by them) with respect to the Common Shares. Dated: 3/6/03 By: /s/ Phillip Goldstein Name: Phillip Goldstein Santa Monica Partners, L.P. General Partner, SMP Asset Management LLC By: /s/ Lawrence J. Goldstein Name: Lawrence J. Goldstein By: /s/ Lawrence J. Goldstein Name: Lawrence J. Goldstein -----END PRIVACY-ENHANCED MESSAGE-----