-----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, P3jYvvKCFWT/qIoaIangSBVyBUieIctZD9N2SJrImcqJ2UKF7pjCVYhuaE4d36XO tKmh5ibpOHxhk7phaZUAfw== 0000950135-01-504013.txt : 20020413 0000950135-01-504013.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950135-01-504013 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011228 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: 1825741 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 b41513fyscto-ia.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 (AMENDMENT NO. 3) 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: $12,833,400* $2,567.00** *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 1,014,498 shares of common stock of The First Years Inc. at the maximum tender offer purchase price of $12.65 per share in cash. **An amount of $2,277.00 has previously been 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. 3 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 and supplemented from time to time, together constitute the tender offer. This Amendment No. 3, is intended to amend and supplement the Issuer Tender Offer Statement, and is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) 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, as amended or supplemented, is incorporated in this Amendment No. 3 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. ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Issuer Tender Offer Statement on Schedule TO is hereby amended and supplemented by adding the following: The First Years' issuer tender offer expired at 12:00 midnight, Eastern time, on December 20, 2001. The First Years accepted for payment a total of 1,014,498 shares of its common stock at a purchase price of $12.65 per share. 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 28, 2001, The First Years issued a press release announcing the final results of its issuer tender offer, which expired on December 20, 2001. This press release is included as Exhibit (a)(5)(vii) to this Amendment No. 3 to the Schedule TO 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)(5)(vii) Press Release, dated December 28, 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 28, 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)(i) Offer to Purchase dated November 21, 2001.* (a)(1)(ii) Letter of Transmittal.* (a)(1)(iii) Notice of Guaranteed Delivery.* (a)(1)(iv) Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated November 21, 2001.* (a)(i)(v) Supplement to Offer to Purchase** (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients, dated November 21, 2001.* (a)(5)(ii) Letter to shareholders dated November 21, 2001 from the Chairman, Chief Executive Officer and President of The First Years Inc.* (a)(5)(iii) Guidelines for Certification of Taxpayer Identification Number on Substitution Form W-9.* (a)(5)(iv) Press Release, dated November 19, 2001.* (a)(5)(v) Press Release, dated December 10, 2001.** (a)(5)(vi) Press Release, dated December 21, 2001.*** (a)(5)(vii) Press Release, dated December 28, 2001. (b) Not applicable. (d)(1) Common Stock Rights Agreement, dated November 19, 2001 (incorporated by reference to Exhibit 4.1 of The First Years Inc. Registration Statement on Form 8-A filed on November 20, 2001) (SEC File no. 0-7024). (g) Not applicable. (h) Not applicable.
- --------------------------- * Previously filed on Schedule TO ** Previously filed on Amendment No. 1 to Schedule TO *** Previously filed on Amendment No. 2 to Schedule TO EX-99.(A)(5)(VII) 3 b41513fyex99-a5vii.txt PRESS RELEASE, DATED DECEMBER 28, 2001 EXHIBIT (a)(5)(vii) FOR IMMEDIATE RELEASE Contact: John Beals Senior Vice President, Finance and Treasurer (508) 588-1220 THE FIRST YEARS INC. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER AVON, MASSACHUSETTS, DECEMBER 28, 2001 - The First Years Inc. (Nasdaq:KIDD) today announced the final results of its modified Dutch auction tender offer, which expired at midnight on December 20, 2001. A total of 1,014,498 shares of The First Years' common stock were properly tendered and not withdrawn at prices at or below $12.65 per share. The First Years will purchase all of the shares tendered at a purchase price of $12.65 per share or an aggregate purchase price of $12,833,399.70. Payment for the shares purchased will be made promptly through EquiServe Trust Company, N.A., the depositary for the tender offer. The 1,014,498 shares being purchased by The First Years represent approximately 11% of the 9,188,365 shares outstanding prior to the commencement of the offer. As a result of the completion of the tender offer and immediately following payment for the tendered shares, The First Years will have approximately 8,173,867 shares of common stock issued and outstanding. The company may, in the future, purchase additional shares of its common stock pursuant to its discretionary stock repurchase program. The First Years commenced the tender offer on November 21, 2001, when it offered to purchase up to 900,000 shares of its common stock at a price between $10.65 and $12.65 per share net to the seller in cash, without interest. As permitted under the securities laws, The First Years has chosen to purchase the additional shares properly tendered, which shares represent less than 2% of its outstanding common stock, without proration. The Dealer Manager for the tender offer was A.G. Edwards & Sons, Inc. and the Information Agent was D.F. King & Co., Inc. 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. -----END PRIVACY-ENHANCED MESSAGE-----