-----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, JBV+8Ui9t1QoDCQF3rKHwWXmS4TqAiy6KIk8FpzrFTobHLT2t2UacgeqRmWtSnC+ wT4kpadJqC7JFeXjpFHeJA== 0000950135-01-503816.txt : 20020412 0000950135-01-503816.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950135-01-503816 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011210 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-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13261 FILM NUMBER: 1810619 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-I/A 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-I/A 1 b41279tascto-ia.txt THE FIRST YEARS 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 (AMENDMENT NO. 1) THE FIRST YEARS INC. (Name of Subject Company (issuer)) THE FIRST YEARS INC. (Names of Filing Persons (issuer)) COMMON STOCK, $.10 PAR VALUE (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 person authorized to receive notices and communications on behalf of filing persons) with a copy to: STANFORD N. GOLDMAN, JR., ESQ. 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: $11,385,000* $2,277.00** *Calculated solely for purposes of determining the filing fee, in accordance with Rule 0-11 of the Securities Exchange Act of 1934. This calculation assumes the purchase of up to 900,000 shares of common stock of The First Years Inc. at the maximum tender offer purchase price of $12.65 per share in cash. **Previously paid. [X] Check the box if any part of the fee is offset as provided by Rule 011(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: $2,277.00 Form or Registration Number: Schedule TO Filing Party: The First Years Inc. Date Filed: November 21, 2001 [ ] Check the 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 a tender offer: [ ] This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO relates to 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 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 offered to purchase these shares at a price not greater than $12.65 nor less than $10.65 per share, net to the seller in cash, without interest. The First Years' offer was made on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 21, 2001 and in the related Letter of Transmittal, which, as amended or supplemented from time to time, including by the Supplement set forth herein, together constitute the tender offer. This Amendment No. 1, including the Supplement set forth herein, is intended to amend and supplement the Issuer Tender Offer Statement. This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 1 to the Schedule TO by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein, including by the Supplement. ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Issuer Tender Offer Statement on Schedule TO is hereby supplemented and amended by adding the following: On December 10, 2001, The First Years issued the press release which is included herewith as Exhibit (a)(5)(v) and is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 of the Issuer Tender Offer Statement on Schedule TO is hereby supplemented and amended by adding the following: Exhibit Number Description - -------------- ----------- (a)(1)(v) Supplement (a)(5)(v) Press Release, dated December 10, 2001 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: December 10, 2001 The First Years Inc. by: /s/ John R. Beals --------------------------------- John R. Beals Senior Vice President, Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit Number Description - -------------- ----------- (a)(1)(v) Supplement (a)(5)(v) Press Release, dated December 10, 2001 EX-99.(A)(1)(V) 3 b41279taex99-a1v.txt SUPPLEMENT EXHIBIT (a)(1)(v) THE FIRST YEARS INC. SUPPLEMENT DATED DECEMBER 10, 2001 TO THE OFFER TO PURCHASE FOR CASH BY THE FIRST YEARS INC. UP TO 900,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE OF NOT GREATER THAN $12.65 NOR LESS THAN $10.65 PER SHARE This Supplement supplements and amends the Offer to Purchase by The First Years Inc. dated November, 21, 2001. Except as set forth in this Supplement, the terms and conditions of the offer remain as set forth in the Offer to Purchase and the related Letter of Transmittal. Page 14 of the Offer to Purchase is amended so that the paragraph following the table on such page reads in its entirety as follows: "We incorporate by reference these documents." Page 18 of the Offer to Purchase is amended so that the phrase "in the sole judgment of The First Years" is hereby deleted and replaced with the phrase "in the good faith reasonable judgment of The First Years" in each place it appears under the subheading entitled "Material Adverse Change Condition." Page 22 of the Offer to Purchase is amended so that the following subsection is added to Section 17: BACKGROUND OF THE TENDER OFFER. Phillip Goldstein and Opportunity Partners L.P. filed a preliminary proxy statement on April 11, 2001, which was subsequently amended on April 23, 2001, in opposition to The First Years' proxy statement filed on April 9, 2001. Mr. Goldstein subsequently withdrew his proxy materials and informed us that he did not intend to pursue his proposals at our annual meeting held on May 17, 2001. Prior to the annual meeting, Mr. Goldstein suggested that The First Years' board of directors, which, in 1998, had authorized a discretionary stock repurchase program, consider a more aggressive approach, such as a cash self tender offer for a portion of our outstanding shares of common stock. Because the board had believed for a while that The First Years' stock was undervalued, it considered alternative measures, including the possibility of a self tender offer, that would make available a portion of our cash resources to our shareholders. The board engaged A.G. Edwards & Sons, Inc. to act as financial advisor with respect to a potential self-tender or other share repurchase transaction. Over the course of several months, A.G. Edwards presented and summarized its analyses and proposed a share repurchase plan that it believed best fulfilled The First Years' objectives. After comprehensive review and consideration of A.G. Edwards' analyses, the board approved this cash tender offer as recommended by A.G. Edwards, believing that it is consistent with The First Years' corporate strategy of seeking to increase shareholder value, and that it is an attractive time to make this offer, given The First Years' financial condition and outlook and in light of current market conditions. EX-99.(A)(5)(V) 4 b41279taex99-a5v.txt PRESS RELEASE FOR IMMEDIATE RELEASE EXHIBIT (a)(5)(v) Contact: John Beals Senior Vice President, Finance and Treasurer (508) 588-1220 THE FIRST YEARS INC. MAKES ANNOUNCEMENT AVON, MASSACHUSETTS, DECEMBER 10, 2001 - The First Years Inc. (Nasdaq:KIDD) noted that Phillip Goldstein, a shareholder, filed a preliminary proxy with the Securities and Exchange Commission on November 27, 2001 for the purpose of calling a special shareholders meeting. According to Mr. Goldstein's filing, the purpose of the special meeting, if called, would be to vote on various proposals including a proposal to sell the Company to the highest bidder at a price of not less than $15 per share. The Company is not aware of any bidders for the Company. As previously announced, on November 21, 2001, the Company commenced a cash tender offer to purchase up to 900,000 of its shares. Under the terms of the modified "Dutch Auction", shareholders may select a price between $10.65 and $12.65 per share at which they are willing to sell their First Years shares to the Company. The Company will select the lowest purchase price that will allow it to buy 900,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. All shares acquired in the offer will be acquired at the same purchase price. The offer will expire at 12:00 midnight, Eastern time, on Thursday, December 20, 2001, unless extended. 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 OR BY CALLING D.F. KING & CO., INC., THE INFORMATION AGENT FOR THE TENDER OFFER, TOLL FREE AT (800) 431-9642. THE COMPANY STRONGLY URGES SHAREHOLDERS TO CONSULT THEIR OWN TAX AND FINANCIAL ADVISORS BEFORE MAKING ANY DECISION ABOUT THE TENDER OFFER. 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. TRA 1603245v3 -----END PRIVACY-ENHANCED MESSAGE-----