-----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, UWUW24vVF58DeRY7Q+caF1pbASEqUILu9LFQF9OGr2IPuBCiTlnQWyEtEAq/BlNX rZu9nJWiX7IGcEIFjVoZZQ== 0000904793-03-000023.txt : 20031125 0000904793-03-000023.hdr.sgml : 20031125 20031125121857 ACCESSION NUMBER: 0000904793-03-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031125 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19082 FILM NUMBER: 031022478 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: SANTA MONICA PARTNERS LP CENTRAL INDEX KEY: 0000904793 IRS NUMBER: 133100474 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: 9148330875 MAIL ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 SC 13D/A 1 kidd_1103.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 8 TO SCHEDULE 13D) Under the Securities Exchange Act of 1934 THE FIRST YEARS INC. - ----------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE - ----------------------------------------------------------------------- (Title of Class of Securities) 337610109 - ----------------------------------------------------------------------- (CUSIP Number) LAWRENCE J. GOLDSTEIN SANTA MONICA PARTNERS, L.P. 1865 PALMER AVENUE LARCHMONT, NEW YORK 10538 (914) 833-0875 - ----------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - ----------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d- 1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 10 Pages) CUSIP No. 337610109 13D/A Page 2 of 10 Pages _______________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANTA MONICA PARTNERS, L.P. 13-3100474 _______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (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) OR 2(e) [_] _______________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK _______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 693,458 SHARES ______________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY _______________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 693,458 PERSON _______________________________________________________________________ CUSIP No. 337610109 13D/A Page 3 of 10 Pages 10 SHARED DISPOSITIVE POWER WITH None _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 693,458 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.37% _______________________________________________________________________ 14 TYPE OF REPORTING PERSON PN _______________________________________________________________________ _______________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SMP ASSET MANAGEMENT LLC _______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] _______________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________ 4 SOURCE OF FUNDS OO _______________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] _______________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE CUSIP No. 337610109 13D/A Page 4 of 10 Pages _______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 693,458 SHARES _______________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY _______________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 693,458 PERSON _______________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH None _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 693,458 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.37% _______________________________________________________________________ 14 TYPE OF REPORTING PERSON OO (LLC) _______________________________________________________________________ The inclusion of SMP Asset Management LLC in this Statement shall not be construed as an admission that such party is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Statement. CUSIP No. 337610109 13D/A Page 5 of 10 Pages _______________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAWRENCE J. GOLDSTEIN ______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] ______________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________ 4 SOURCE OF FUNDS PF, OO ______________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ______________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 705,458 SHARES ______________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY ______________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 705,458 PERSON _______________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH None _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 705,458 CUSIP No. 337610109 13D/A Page 6 of 10 Pages _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.52% _______________________________________________________________________ 14 TYPE OF REPORTING PERSON IN _______________________________________________________________________ _______________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) L.J. Goldstein & Company Incorporated Pension Plan 13-3129010 _______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (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) OR 2(e) [_] _______________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York _______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 11,000 SHARES _______________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY _________________________________________________________________ CUSIP No. 337610109 13D/A Page 7 of 10 Pages ________________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 11,000 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH None _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,000 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.13% _______________________________________________________________________ 14 TYPE OF REPORTING PERSON EP _______________________________________________________________________ THE FIRST YEARS INC. SCHEDULE 13D AMENDMENT NO.8 Item 1. Security and Issuer. This statement on Schedule 13D (this "Statement") relates to the common stock with $1.00 par value (the "Shares") of The First Years, Inc. (the "Issuer"). The principal offices of the Issuer are located at One Kiddie Drive, Avon, Massachusetts 02322-1171. Item 2. Identity and Background. (a) Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Statement is being filed by Santa Monica Partners, L.P., a New York limited partnership ("Santa Monica Partners"). This Statement is also being filed on behalf of SMP Asset Management LLC, a Delaware limited liability company that acts as the general partner of Santa Monica Partners ("SMP Asset Management"), Lawrence J. Goldstein, the president and sole owner of SMP Asset Management, and L.J. Goldstein & Company Incorporated Pension Plan, a pension plan for the benefit of Mr. Goldstein (the "Pension Plan"). (b)-(c) The principal business of Santa Monica Partners is to invest in securities with the objective of preserving principal, building net worth, and achieving long-term capital growth for its investors. The CUSIP No. 337610109 13D/A Page 8 of 10 Pages principal business of SMP Asset Management is to provide investment advice to and to manage the business and affairs of Santa Monica Partners. Mr. Goldstein's principal occupation is providing investment advice to and supervising the business and affairs of SMP Asset Management, and indirectly, Santa Monica Partners. The Pension Plan invests its assets for the purpose of funding retirement benefits for Mr. Goldstein. The principal business address of Santa Monica Partners, SMP Asset Management, Mr. Goldstein and the Pension Plan (collectively, the "Reporting Persons") is 1865 Palmer Avenue, Larchmont, New York 10538. (d) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. (f) Mr. Goldstein is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The source of all funds for purchases of the Shares by Santa Monica Partners was the working capital of Santa Monica Partners. The source of all funds for purchases by SMP Asset Management was the working capital of Santa Monica Partners, which is managed by SMP Asset Management. The source of all funds for purchases of Shares by the Pension Plan was the working capital of the Pension Plan. The source of all funds for purchases by Mr. Goldstein in his individual capacity was personal funds. In addition, Mr. Goldstein may be deemed to be the beneficial owner of shares purchased by Santa Monica Partners and the Pension Plan which were made with the working capital of Santa Monica Partners and the Pension Plan, respectively. The personal funds and working capital may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. Item 4. Purpose of Transaction. The Reporting Persons have acquired the Shares for investment purposes and intend to review on a continuing basis their investments in the Issuer and may, depending upon their evaluation of the Issuer's business and prospects and upon future developments, determine to increase or decrease, or continue to hold as an investment, or dispose of, the shares in the Issuer. Item 5. Interest in Securities of the Issuer. (a) As of the date of this Schedule 13D, Santa Monica Partners beneficially owns in the aggregate 693,458 Shares, constituting 8.37% CUSIP No. 337610109 13D/A Page 9 of 10 Pages of the outstanding Shares. SMP Asset Management, as the sole general partner of Santa Monica Partners, may be deemed indirectly to own beneficially (as that term is defined in Rule 13d-3 under the Exchange Act) the Shares in which Santa Monica Partners may be deemed to possess direct beneficial ownership. Mr. Goldstein, as president and sole owner of SMP Asset Management, may be deemed to have indirect beneficial ownership of the Shares which SMP Asset Management may beneficially own. Mr. Goldstein disclaims beneficial ownership of such Shares for all other purposes. Mr. Goldstein beneficially owns in his individual capacity 1,000 Shares, constituting .06% of the outstanding Shares. In addition, the Pension Plan beneficially owns in the aggregate 11,000 Shares, constituting .13% of the outstanding Shares, and Mr. Goldstein may also be deemed to have indirect beneficial ownership of the Shares which the Pension Plan beneficially owns. (b) Santa Monica Partners has the sole power to vote or direct the vote of 693,458 Shares and the sole power to dispose or direct the disposition of such Shares. SMP Asset Management, as sole general partner of Santa Monica Partners, may be deemed to have the sole power to vote or direct the vote of the Shares held by Santa Monica Partners, and the sole power to dispose or direct the disposition of such Shares. Mr. Goldstein, as president and sole owner of SMP Asset Management, may be deemed to have the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares. Mr. Goldstein possesses the sole power to vote and dispose of the 1,000 Shares beneficially owned by him in his individual capacity. In addition, the Pension Plan has the sole power to vote or direct the vote of 11,000 Shares and the sole power to dispose or direct the disposition of such Shares. Mr. Goldstein, as trustee of the Pension Plan, may be deemed to have the sole power to vote or direct the vote of the Shares held by the Pension Plan and the sole power to dispose or direct the disposition of such Shares. (c) No Reporting Person effected transactions in shares of the issuer during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. To the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except as follows: (i) the CUSIP No. 337610109 13D/A Page 10 of 10 Pages partnership agreement of Santa Monica Partners contains provisions whereby SMP Asset Management may, after certain adjustments, receive a percentage of profits, if any, derived from Santa Monica Partner's investments, and (ii) the terms of the Pension Plan provide for benefits to be paid to Mr. Goldstein upon his retirement. Item 7. Material to be filed as Exhibits. 1. Letter dated November 21, 2003 to Ronald J. Sidman, Chairman of the Board, Chief Executive Officer, President and the Board of Directors of The First Years Inc. concerning nominating shareholder representatives to the Board of Directors. 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. Dated: November 25, 2003 SANTA MONICA PARTNERS, L.P. By: SMP ASSET MANAGEMENT LLC By: /s/LAWRENCE J. GOLDSTEIN -------------------------------- Lawrence J. Goldstein, President SMP ASSET MANAGEMENT LLC By: /s/LAWRENCE J. GOLDSTEIN -------------------------------- Lawrence J. Goldstein, President /s/LAWRENCE J. GOLDSTEIN -------------------------------- Lawrence J. Goldstein L.J. GOLDSTEIN & COMPANY INCORPORATED PENSION PLAN By: /s/LAWRENCE J. GOLDSTEIN -------------------------------- Lawrence J. Goldstein, Trustee Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C.1001). EX-1 3 tfy_1103.txt TEXT VERSION OF LETTERS November 21,2003 Mr. Ron J. Sidman Chairman of the Board, Chief Executive Officer, and President The First Years Inc One Kiddie Drive Avon Massachusetts 02322-1171 Dear Ron: Director Jamie Wallace is supposed to be an Independent Director. He also heads the Board's Nominating Committee, which is supposedly considering whom to appoint to the Board as a shareholder representative. In fact Jamie is supposedly considering me This I am to supposed to believe is so even though he was not present at the Board meeting to which I was invited to appear last July 24, has never met me, never been in communication with me, and has refused even just to respond to all my invitations to him to meet. Now it turns out, by applying an advanced mathematics deduction process to the jigsaw puzzle of a proxy statement The First Years puts out, that so called Independent Director, Mr. Jamie Wallace, was the unnamed, mystery, director, who received all those special stock options at bargain strike prices as compensation for being a paid consultant to the Company back in 2000 and 2001. You of course know that I repeatedly questioned you in an endless barrage of letters and telephone calls asking whom and why an Independent Director was added to the Company payroll, and hired as a paid consultant. But both you and CFO John Beals, and even all of the Board Members I contacted and wrote too, would not come clean and reveal the military secret of who the mystery, independent, director, paid consultant, was. None of you were willing to reveal who Board Member was that became an employee, a hired hand, or what he was hired to do. As of this very days of today you all refuse still to say what he did for his original compensation of $110,000 which by the way is what you charged against earnings in 2000 and 2001. You did not even disclose this information in the proxy statements in the section captioned Compensation of Directors. Why you would never disclose who the Independent Director was, whose independence had been compromised, was not entirely clear or understood. That is until now. But to have this supposed to be independent gentleman Jamie, who has now reaped paper profits to date of $149,654 (based on the stock price currently at $13.50) and still counting, since the options apparently have years to go until they expire, (you have never revealed the expiration date of his 25,201 stock options to purchase our common shares at $7.75 and $8.25 per share), sit in judgment of who it should be that will be added to the Board to represent the public shareholders, is akin to the fox guarding the chicken coop. This is of course just one among the very many reasons the public shareholders, who are after all the owners of this Company, are so very badly in need of Board members who will represent their interests and not just yours and those your family (your Mother, your Brother, your Brother-In-Law) and your friends (such as your college roommate who is also an appointed Board Member) i.e. all the insiders of the Sidman family group. Now that Independent Director, Nominating Committee Chairman Mr. Jamie Wallace is deciding whom to appoint to the Board to represent shareholders, including us the largest and longest holding shareholder, how are we not to believe he is not akin to the proverbial fox mentioned above? As the executive director of the Council of Institutional Investors said recently, Nominating Committees are all too much like fifth-graders. "If fifth-graders picked their teachers, fifth-graders would get A's". Well if hired hands, paid consultants are the so-called independent directors who serve on and in this case heads up the Nominating Committee how will shareholders ever be able to have representatives who are truly shareholder representatives and not captives of a captive insider Board made up of family and tainted independents such as Jamie unfortunately has now been revealed to be. Please give us a straight answer on this because we simply can't be kept up in the air as you string us along much longer. You either support my election to the Board and that of the gentleman I named to you whom you sounded thrilled to have serve on your board because of who he is, what he has accomplished in your industry and the doors he can open and the ideas he can bring. We can't have a wishy washy answer either as time is running out on your imposed deadline for such submissions. If you are not going to permit us to appoint directors, we well might be forced to seek election of representatives to the board. Warmly, Larry Lawrence J. Goldstein Footnotes. The background which led to our writing this letter to Mr. Sidman on November 21 is best explained by the following emails we wrote Mr. Sidman on October 27 and November 3 and Mr. Sidman's response to us on October 31. I. From: Lawrence J. Goldstein To: RON J. SIDMAN Sent: Monday, October 27, 2003 5:20 PM Dear Ron: I enclose herewith "Corporate Boards Need More Investor Advocates", sub heading, "Rounding out corporate boards with true investor advocates will bring a sorely needed investor focus to the boardroom." (source today's Wall Street Journal. October 27, 2003, page R8). Read it and ask all board members to do the same please as well as the article on the same page, just above this one, "Opening the Board". Note too please, the quote of the executive director of the Council of Institutional Investors, that Nominating Committees are all to much like fifth-graders. "If fifth- graders picked their teachers, fifth-graders would get A's". There are few investors like me, your single, largest and most substantial shareholder and longest holding investor (30 years continuously), who are invested personally in The First Years, who are more interested in the success of TFY's, who is more industry informed and knowledgeable, who has more financial and investment experience (44 years), and contacts and friends, more willing to ask good questions, challenge conventional wisdom, status, and methods and ask "what if's", "have you considered this", "have you considered but rejected it", "why "or "why not," and who have such a long-term, abiding interest in seeing this Company and its executives being all it and they can be, and to succeed in the grandest scale, than me. And that is why I want you to appoint me now as a shareholder representative to the Board in the slot now open resulting from the passing of Jerry Karp last year. Investors need a voice as you well know and understand and agreed to, and I am ready able and willing to be it. I can be of invaluable help to this Board, Company and Shareholders. Don't act as fifth-graders. I am also prepared to share with you, three other nominees to be considered for election to this board who have huge amounts of experience and leadership in this business, are known experts, both to you and most knowledgeable others in the industry and who are willing and ready to serve if nominated by you, or if necessary by shareholders, who I believe will support their election. Last Friday when you telephoned me you asked the names of these persons and I revealed to you the name of one. The gentleman who led the astonishing growth of one of our leading retailing chain customers which is today one of our largest customers, Babies "R" Us. You sounded very pleased that he was willing to serve and commented that you would like to surround yourself with directors who know the business and are smart and have been very successful. I am ready to help you do just that and now. I look forward to hearing from you on this as you promise, before the week is out. Warmly, Larry Lawrence J. Goldstein II. From: RON J. SIDMAN To: Lawrence J. Goldstein Sent: Friday, October 31, 2003 Larry, I forwarded your email to our nominating committee that is chaired by Jamie Wallace and includes Fred Page and Lew Weston. We do intend to add an additional outside director and they will give careful consideration to your suggestions. Ron III. From: Lawrence J. Goldstein To: RON J. SIDMAN Sent: Monday, November 03, 2003 2:58 PM Subject: Re: Fw: Dear Ron: This is the nominating committee** that will consider what I had to say and to propose? Jamie Wallace has never met me or spoken with me and in fact has refused my invitations to meet. That speaks legions. When I saw Fred Page at the July 24th Board meeting und asked how I could reach him to talk further, and invited him to meet with me and "break bread", he refused me on both counts saying "it is best to got through (you) Ron. Lew Weston last told me he "couldn't speak with me and you (I) should go through Ron". So I am doing just that now; going through you Ron. Look Ron, you know me well and for about 30 years. If you support a candidate it makes all the difference in the world. You said you agreed to add a shareholder representative to the Board ...and soon. Will you Ron, support me? If not, I can only conclude that you do not support adding an independent who represents shareholders and that an insider board committee is going to choose an "outsider" to be an independent director. As I mentioned to you in my letter of October 27th, Nominating Committees are all too much like fifth- graders. "If fifth-graders picked their teachers, fifth- graders would get A's. Investors need a voice as you well know and understand, and agreed to, and I am ready able and willing to be it. I can be of invaluable help to this Board, Company and Shareholders. Don't act as fifth-graders. Will you Ron, support me? Warmly, Larry Lawrence J. Goldstein Footnote: ** From Ron Sidman, October 31, 2003 Larry, I forwarded your email to our nominating committee that is chaired by Jamie Wallace and includes Fred Page and Lew Weston. We do intend to add an additional outside director and they will give careful consideration to your suggestions. Ron Page 2 of 6 Stocks overlooked or ignored by otherwise intelligent investors TM SANTA MONICA PARTNERS, L.P. 1865 PALMER AVENUE LARCHMONT, NY 10538 914.833.0875 ~ FAX: 914.833.1068 WWW.SMPLP.COM LAWRENCE J. GOLDSTEIN GENERAL PARTNER EMAIL: ljgoldstein@bloomberg.net Stocks overlooked or ignored by otherwise intelligent investors TM -----END PRIVACY-ENHANCED MESSAGE-----