-----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, Peq+BXZgEYRGpKyb8/zLbQr7NVgSYFnb5UI4xQ2Bb0vZ7kN+7MntitNVuyYTIPYP hgnOfXO5wuaOpJVKIYTRqQ== 0000950135-01-503666.txt : 20020411 0000950135-01-503666.hdr.sgml : 20020411 ACCESSION NUMBER: 0000950135-01-503666 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011121 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 TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-13261 FILM NUMBER: 1797965 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: 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 TO-C 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 SC TO-C 1 b41136t2scto-c.txt THE FIRST YEARS INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE FIRST YEARS INC. (Name of Subject Company) THE FIRST YEARS INC. (Issuer) (Names of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, PAR VALUE $.10 PER SHARE (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) (Title of Class of Securities) 337610109 (CUSIP Number of Class of Securities) JOHN R. BEALS SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER THE FIRST YEARS INC. ONE KIDDIE DRIVE AVON, MASSACHUSETTS 02322-1171 (508) 588-1220 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of filing persons) COPIES TO: STANFORD N. GOLDMAN, ESQUIRE MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. ONE FINANCIAL CENTER BOSTON, MASSACHUSETTS 02111 (617) 542-6000 CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee* --------------------- -------------------- Not Applicable Not Applicable * Pursuant to General Instruction D to Schedule TO, no filing fee is required. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid:________________ Filing Party:__________________ Form or Registration No.:______________ Date Filed:____________________ [X] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [_] 1 This Issuer Tender Offer Statement on Schedule TO relates to the commencement of the issuer tender offer of The First Years Inc., a Massachusetts corporation, to purchase up to 900,000 shares of its common stock, $0.10 par value per share, including, after November 30, 2001, the associated common stock purchase rights issued pursuant to the Common Stock Rights Agreement dated as of November 19, 2001 between The First Years Inc. and EquiServe Trust Company, N.A. as Rights Agent. The First Years Inc. is offering to purchase these shares at a price not less than $10.65 and not more than $12.65 per share. This Issuer Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended. Item 12 Exhibit (a)(5) Press Release, dated November 21, 2001 2 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. THE FIRST YEARS INC.* By: John R. Beals Senior Vice President, Chief Financial Officer and Treasurer Date: November 21, 2001 * Pursuant to General Instruction D to Schedule TO, no signature is required. 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- (a)(5) Press Release, dated November 21, 2001 4 EX-99.1 3 b41136t2ex99-1.txt PRESS RELEASE EXHIBIT (a)(5) FOR IMMEDIATE RELEASE Contact: John Beals Senior Vice President, Finance and Treasurer (508) 588-1220 THE FIRST YEARS INC. COMMENCES SELF-TENDER OFFER FOR UP TO 900,000 SHARES OF COMMON STOCK AVON, MASSACHUSETTS, NOVEMBER 21, 2001 - The First Years Inc. (Nasdaq:KIDD) (the "Company") today commenced its previously-announced modified "Dutch Auction" tender offer for up to 900,000 shares of its common stock, representing approximately 10% of its shares outstanding, at a per share price of between $10.65 and $12.65. The closing price of the Company's stock on November 16, 2001 was $10.30. The offer will expire at 12:00 AM, Eastern Standard Time, on Thursday, December 20, 2001, unless extended by the Company. Under the terms of the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price within the $10.65 to $12.65 price range. Based on the number of shares tendered and the prices specified by the tendering shareholders, The First Years will determine the lowest single price per share within the price range that would allow the Company to buy 900,000 shares, or, if fewer shares are tendered, all shares tendered and not properly withdrawn. All shares purchased will be purchased at the same price. If the number of shares tendered is greater than the number sought, the Company will pay the lowest price within the stated range that will allow it to buy 900,000 shares, with purchases made on a pro rata basis from shareholders tendering at or below the purchase price. The tender offer is subject to other terms and conditions outlined in the Offer to Purchase, which is currently being distributed to shareholders. A.G. Edwards & Sons, Inc. will serve as Dealer Manager for the tender offer and D.F. King & Co., Inc. will serve as Information Agent. Questions or requests for assistance or for copies of the Offer to Purchase may be directed to either the Dealer Manager or Information Agent at their respective addresses and telephone numbers listed below. DEALER MANAGER: INFORMATION AGENT: A.G. Edwards & Sons, Inc. D.F. King & Co., Inc. One North Jefferson 77 Water Street St. Louis, MO 63103 20th Floor (314) 955-4316 New York, NY 10005 (800) 431-9642 ABOUT THE FIRST YEARS The First Years Inc. is a leading international marketer of feeding, soothing, play and care products for infants and toddlers. The Company's distinctive brands include: "The First Years"; licenses from the Walt Disney Company; and "Sesame Street", licensed from the Sesame Workshop. Included in this release are certain "forward-looking" statements involving risks and uncertainty. Forward-looking statements are typically identified by the words: would, believe, expect, anticipate, intend, are confident, estimate and similar expressions, which by their nature refer to future events. Actual future results may differ materially from those anticipated, depending on a variety of factors, which include, but are not limited to, sales trends of The First Years Brand and licensed products, the success of new Disney character refreshed graphics, continued success of market research identifying new product opportunities, successful introduction of new products, continued product innovation, the success of new enhancements to the Company's brand image, growth in international sales, ability to attract and retain key personnel, and growth in sales and earnings. Information with respect to risk factors are contained in Exhibit 99 to the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 2, 2001. Readers should not place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not intend to update the information contained in this press release, except as required by law. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF THE FIRST YEARS' COMMON STOCK. SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND OTHER RELATED DOCUMENTS) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. THE TENDER OFFER STATEMENT IS AVAILABLE WITHOUT CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV. THE COMPANY STRONGLY ADVISES SHAREHOLDERS TO CONSULT THEIR OWN TAX AND FINANCIAL ADVISORS BEFORE MAKING ANY DECISION ABOUT THE TENDER OFFER. -----END PRIVACY-ENHANCED MESSAGE-----