Summer Infant (SUMR) DEFA14A Additional proxy soliciting materials

KBL Healthcare Acquisition Corp. II

to acquire

Summer Infant Inc.

Infant Health, Safety & Wellness

September 5, 2006

Exhibit 99.3

2

Road Show Presentation

The

attached

slide

show

was

filed

with

the

Securities

and

Exchange

Commission

as

part

of

the

Form

8–K

filed

by

KBL

Healthcare

Acquisition

Corp.

II

with

the

Securities

and

Exchange

Commission

on

September

5,

2006

(“September

2006

8–K”).

KBL

is

holding

presentations

for

certain

of

its

stockholders,

as

well

as

other

persons

who

might

be

interested

in

purchasing

KBL’s

securities,

regarding

its

acquisition

with

Summer

Infant,

Inc.

and

affiliated

companies,

as

described

in

the

September

2006

8–K.

The

attached

slide

show,

as

well

as

the

September

2006

8–K,

are

being

distributed

to

attendees

of

these

presentations. 

Earlybird

Capital,

Inc.

("EBC"),

the

managing

underwriter

of

KBL

Healthcare's

initial

public

offering

("IPO")

consummated

in

April

2005,

is

assisting

KBL

Healthcare

in

these

efforts

without

charge,

other

than

the

reimbursement

of

its

out–of–pocket

expenses,

although

EBC

will

be

paid

a

cash

fee

at

the

closing

of

the

acquisition

equal

to

one

percent

(1%)

of

the

consideration

paid

in

the

acquisition.

KBL

Healthcare

and

its

directors

and

executive

officers

and

EBC

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

for

the

special

meeting

of

KBL

Healthcare

stockholders

to

be

held

to

approve

the

acquisition.

Stockholders

of

KBL

Healthcare

and

other

interested

persons

are

advised

to

read,

when

available,

KBL

Healthcare's

preliminary

Proxy

Statement

and

definitive

Proxy

Statement

in

connection

with

KBL

Healthcare's

solicitation

of

proxies

for

the

special

meeting

because

these

proxy

statements

will

contain

important

information.

Such

persons

can

also

read

KBL

Healthcare's

final

Prospectus,

dated

April

21,

2005,

for

a

description

of

the

security

holdings

of

KBL

Healthcare’s

officers

and

directors

and

of

EBC

and

their

respective

interests

in

the

successful

consummation

of

this

business

combination.

The

definitive

Proxy

Statement

will

be

mailed

to

stockholders

as

of

a

record

date

to

be

established

for

voting

on

the

acquisition.

Stockholders

will

also

be

able

to

obtain

a

copy

of

the

definitive

Proxy

Statement,

without

charge,

by

directing

a

request

to:

KBL

Healthcare

Acquisition

Corporation

II,

757

3rd

Ave,

New

York,

NY

10017.

The

preliminary

Proxy

Statement

and

definitive

Proxy

Statement,

once

available,

and

the

final

Prospectus

can

also

be

obtained,

without

charge,

at

the

Securities

and

Exchange

Commission's

internet

site

(Http://www.sec.gov).

3

Safe Harbor

This

presentation

may

contain

forward–looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995

about

KBL,

Summer

and

their

combined

business

after

completion

of

the

proposed

acquisition.

Forward–looking

statements

are

statements

that

are

not

historical

facts.

Such

forward–looking

statements,

based

upon

the

current

beliefs

and

expectations

of

KBL’s

and

Summer��s

management,

are

subject

to

risks

and

uncertainties

which

could

cause

actual

results

to

differ

from

the

forward-looking

statements.

The

following

factors,

among

others,

could

cause

actual

results

to

differ

from

those

set

forth

in

the

forward–looking

statements:

business

conditions;

changing

interpretations

of

generally

accepted

accounting

principles;

outcomes

of

government

reviews;

inquiries

and

investigations

and

related

litigation;

continued

compliance

with

government

regulations;

legislation

or

regulatory

environments;

requirements

or

changes

adversely

affecting

the

businesses

in

which

Summer

is

engaged;

fluctuations

in

customer

demand;

management

of

rapid

growth;

intensity

of

competition

from

other

providers

of

infant

health,

safety

and

wellness

products;

general

economic

conditions;

geopolitical

events

and

regulatory

changes;

as

well

as

other

relevant

risks

detailed

in

KBL’s

filing

with

the

Securities

and

Exchange

Commission,

including

its

reports

on

Form

10–QSB.

The

information

set

forth

herein

should

be

read

in

light

of

such

risks.

As

well,

Summer’s

financial

information

were

prepared

by

Summer

as

a

private

company,

in

accordance

with

U.S.

generally

accepted

accounting

principles,

and

may

not

conform

to

SEC

Regulation

S–X.

Accordingly,

such

historical

information

may

be

adjusted

and

presented

differently

in

KBL’s

proxy

statement

to

solicit

stockholder

approval

of

the

acquisition.

Neither

KBL

nor

Summer

assumes

any

obligation

to

update

the

information

contained

in

this

presentation.

4

Summer Infant is a leading designer of

innovative, branded infant health, safety and

wellness products that is well–positioned

to

deliver continued strong organic growth and

to implement a focused acquisition strategy

5

Summer Investment Highlights

•

Experienced, proven management team with demonstrated

expertise in product development/innovation

•

Emerging brand and strong relationships with major retailers

including: Babies “R”

Us, Target, K–Mart, Baby Depot, Buy

Buy Baby, Wal–Mart, MotherCare

•

Rapid Sales and EBITDA growth

–

2005 Net Sales: $35.4 million, up >65% from 2004

–

2005 EBITDA: $2.1 million, up ~50% from 2004

–

1H ‘06 Net Sales: $26.1 million, up >55% from 1H ‘05

–

1H ’06 EBITDA: $2.5 million, up ~150% from 1H ‘05

•

Well–positioned in a $12 billion, expanding global industry

that is ripe for acquisitions/consolidation

•

Attractive valuation

These

numbers

were

obtained

using

private

company

accounting,

are

unaudited

and

subject

to

change

6

The Transaction

•

KBLH/Summer Infant business combination pending

–

Acquisition agreement signed August 2006

–

Expected closing late 2006/early 2007

•

Terms of the transaction

–

$20.0 million cash

–

3,916,667 KBLH common shares (locked–up through April 2008)

•

Worth ~$21.0 million at KBLH closing stock price of $5.35/share on

August 30, 2006

–

Assumption or repayment of outstanding net debt at closing  

•

Balance of ~$10.0 million at June 30, 2006

–

Future contingent payments

•

50% of EBITDA in excess of $4.2mm for 2006, $10.0 million for 2007 and

$15.0 million

for

2008

(payable

in

cash;

payments

capped

at

$5

million

total)

•

2.5

million

KBLH

common

shares

if

post–acquisition

stock

price

closes

above

$8.50 for 20 out of 30 days prior to April 2009

7

Post–Transaction Cap Table

100

15,116,667

Total

61

9,200,000

2

KBL Investors

1

Does not include contingent payments

2

Does not include warrants or underwriter purchase option and assumes

no KBL stockholder conversions

in the transaction

13

2,000,000

KBL Management

26

3,916,667

1

Summer Shareholders

%

Common Shares

Holder

8

Infant Health, Safety & Wellness

•

90% of products fall under healthcare classification (preventive

or

diagnostic)

defined

by

the

Department

of

Health

and

Human

Services*

•

Majority of children’s deaths occur in first year and >80% of

children’s deaths of those under 15 years old occur before age 5

–

According to the NIH, Accidents are, by far, the leading cause of death

among children and adolescents. (2003)

•

Summer’s baby care products are subject to rigorous certification

and testing ensuring high quality standards

–

Food and Drug Administration (FDA)

–

Consumer Product Safety Commission

–

Juvenile Products Manufacturers Association (JPMA)

–

American Society for Testing Materials (ASTM)

*http://www.cms.hhs.gov/apps/hipaa2decisionsupport/CoveredEntityFlowcharts.pdf

9

Summer Infant

“Delivering the best for you and your baby”

•

Designs and markets proprietary baby products under the Summer

brand

•

Innovation & new product development fueling market share gain

–

Significant number of products are patent–protected

•

Excellent customer relationships

•

Emerging brand gaining retailer & consumer momentum

•

Experienced management team with scalable infrastructure

•

$12 billion worldwide baby products industry

–

Durables

segment

–

$4

billion

worldwide,

Summer

currently

competes

in

~25%

–

Stable

and

growing

–

tied

to

births,

new

parents

with

higher

disposable

incomes and desire to provide the best for their babies (regardless of cost)

10

Company History

2001 & 2002

Founded in autumn

Purchased name and

bouncer product

molds

Initial Sales

to

Babies “R”

US

New Products:

Thermometers,

grooming aids,

audio/video

monitors

Net Sales:

2002 –

$6M

2003

Added retailers

Baby Depot, Buy

Buy Baby, One Step

Ahead

New Products:

Bed

Rails, gates, bath

products

Started Summer

Europe

Net Sales:

$18M

2004

Added retailers

Target, JCPenny,

Toys “R”

US Canada,

The Right Start,

Meijer

New Products:

Booster seats, safely

aids, further

expansion within

existing categories

Net Sales:

$21M

2005

Added Retailers: 

K-Mart, Sears, Sears

Canada, U.S.

Military PXs,

Mothercare, Tesco

New Products:

Handheld video

monitor, new gates,

new bed rails, new

baby baths, new

potty seat

Net

Sales:

$35M

2006

Added Retailers:

Wal-Mart.com, Argos

New Products:

Soft goods, further

expansion within

existing categories

Net

Sales:

1H

’06

–

$26M

These

numbers

were

obtained

using

private

company

accounting,

are

unaudited

and

subject

to

change

11

Innovative Products

•

Focus on new product development

–

Experienced product development team

–

Plan to introduce 15–20 new products annually

•

First or early to market with:

–

Handheld video monitor

–

Double–sided bed rail

–

Audible alarmed gate

–

“Grow

with

me”

ear

thermometer

–

Baby bath spa & shower

•

40% market share in the high–growth video monitor segment

•

The

majority

of

products

have

FDA,

Consumer

Product

Safety

Commission and JPMA approval

•

Products sold through major retailers & infant specialty stores in

the US, Canada & the UK

•

US

industry

sales

concentrated

through

7

–

10

retailers

12

Diverse Product Mix

(as a % of 2005 Net Sales)

Gates

Monitors

Bath

Medical

Rails

Seats, Bouncers &

Other

28%

19%

27%

9%

8%

9%

13

Sales and Marketing

•

Market directly to retail chain buyers

–

Management & sales force has long–standing

relationships with key

buyers

–

Significant recurring revenue

–

Every major customer increased purchases in 2006 over 2005

•

Early commitments from retailers lead to strong sales visibility

–

Buying decisions primarily made in the summer for next calendar year

purchases

–

Purchase commitments are for one year

•

Very little seasonality

14

Strong Customer Relationships

Argos

Sainsbury

Europe

North America

15

Operational Infrastructure

Scalable, low cost business model

Suburban London

European operations

HQ –

North Smithfield, RI

Electronics and QC –

Shunde

China

R&D

Approximately 70–80 worldwide

Employees

Leased facilities in Rhode Island, California,

Suburban London

Warehousing

North Smithfield, RI (new HQ in Woonsocket, RI

to be completed in Q1’07)

Headquarters

80% in Southern China

20% in Massachusetts

Manufacturing

16

Management

31 years experience; GE Healthcare,

Organogenesis

VP Operations

Paul DiCicco

20 years experience; Safety 1

st

(CFO), Staples,

KPMG Peat Marwick

Chief Financial

Officer

Joseph Driscoll *

Dorel, Dolly, Inc., and Gibson Greetings

VP of Sales

William Basset

10 years experience; The First Years

VP Quality &

Assurance

Anthony Paolo

Financial positions with Trammell Crow,

Action Automation and Controls

VP Finance & IT

Mark Gorton

20 years industry experience; Safety 1

st

VP Research &

Development

Brian Sundberg

20 years industry experience; Mothercare,

Dorel Juvenile Group Europe

VP European

Operations

Rachelle Harel

20 years experience; Little Kids, Inc., Safety

1

st

, Hasbro

SVP Product

Development

Steve Gibree

Founder; 20 years experience; Safety 1

st

, CR

Bard, & Hasbro

CEO, President,

Principal Owner

Jason Macari

Background

Title

Management

* Anticipated that he will join Summer in mid–September 2006.

17

Rapid Growth in Sales & EBITDA

$0

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

$35,000

$40,000

2002A

2003A

2004A

2005A

1H '05

1H '06

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

Net Sales

(000)

EBITDA

(000)

2002-1Q’06 RR CAGR: Net Sales = 74% , EBITDA = 171%

$000; unaudited

These

numbers

were

obtained

using

private

company

accounting,

are

unaudited

and

subject

to

change

Net Sales CAGR = 82%

EBITDA CAGR = 158%

Net Sales increase = 57%

EBITDA increase = 147%

18

Multiple Growth Drivers

•

Summer positioned to continue to grow much faster than the

overall market

–

Organic growth

•

New products

•

Increased product penetration (more products at each customer)

•

Broadened mass merchant distribution (more stores)

•

Increased store penetration (more stores with existing customers)

•

Additional retail relationships, e.g. large food and drug chains, price clubs,

home centers, web–based

retailers

•

International expansion

•

Increased operating efficiencies

–

Opportunistic acquisitions that provide access to innovative products, new

product categories, new retailers, new geographies and/or new brands

19

Acquisition Opportunities

•

Opportunity for Summer to be consolidator

–

Strong balance sheet

–

Relationships with mass merchants

–

Experienced product and management team

•

Large

and

fragmented

market:

~

400

infant

product

companies

–

~

5–10

are

$250

million

–

$1

billion

–

~

20–30

are

$50

million–

$250

million

–

~

30–50

are

$10

million

–

$50

million

–

~

300+

are

under

$10

million

•

Summer’s products currently address less than 10% of the $12 billion

market

•

Summer currently does not compete in the following large and growing

segments of the market:

–

Baby

mobility

–

strollers,

car

seats,

travel

systems

–

Baby

gear

–

play

yards,

high

chairs,

swings,

walkers,

etc.

–

Nursery

care

–

feeding

&

accessories,

nursery

needs

–

Soft

goods

–

bedding,

blankets,

bedding

sets,

etc.

20

Investment Conclusion

•

Simple, scalable business with rapidly growing sales & profits

with good visibility

•

Increasing market share due to:

–

Innovative designs

–

Superior product quality

–

Strong value proposition

–

New product introductions

–

Strong relationships with major retailers

•

Experienced, proven management team

•

Organic

and

acquisition–based

growth

opportunities

available

•

Enhanced financial position

21

Appendix

22

Recent Industry Transactions

•

Prentice

Capital

Management

acquires

Russ

Berrie

&

Co.

(NYSE:

RUS)

(announced

August 2006)

•

3i

Group

plc

(LSE:

III)

acquires

Mayborn

Group

plc

(AIM:

MBY)

(announced

May

2006)

•

Royal

Philips

Electronics

(NYSE:PHG,

AEX:PHI)

acquires

AVENT

Holdings

Ltd.

(announced May 2006)

•

JAKKS

Pacific

(NASDAQ:

JAKK)

acquires

Creative

Design

International,

Ltd.

(completed February 2006)

•

Baby

Universe

(NASDAQ:

POSH)

acquires

PoshTots,

LLC

(completed

January

2006)

•

Baby

Universe

(NASDAQ:

POSH)

acquires

Huta

Duna,

Inc.

(completed

September

2005)

•

The

Carlyle

Group

acquires

Britax

Childcare

(completed

September

2005)

•

Russ

Berrie

and

Company,

Inc.

(NYSE:

RUS)

acquires

Kids

Line,

LLC

(completed

Dec 2004) 

•

RC2

Corp.

(NASDAQ:

RCRC)

acquires

The

First

Years,

Inc.

(completed

June

2004)

23

Summer Products

02090 Day & Night Color Handheld

Video Monitor First to give moms and

dads handheld portability

02170 Secure Sounds™

2.4 GHz Digital

Monitor –

Secure and private audio

transmissions

02180 Baby’s Quiet Sounds™

Video

Monitor –

Leading video monitor on

the market

07160 Custom–Fit Gate –

First gate to

accommodate openings up to 12’

07030 Sure and Secure™

Top–of–Stairs

Gate with Alarm –

Audible alarmed

gate for added safety

08190 Soothing Spa and Shower Baby

Bath –

The first whirlpool tub for baby

24

Summer Products

08160 Mother’s Touch™

Large Comfort

Bather –

The perfect alternative to

bathing bigger babies

01350 Deluxe Soft Embrace™

Comfort

Bouncer–

The next best thing to being

cradled in mom’s arms

12020 Sure and Secure™

Double

Bedrail –

Double protection and fully

assembled

08040 Newborn–to–Toddler Bath

Center & Shower –The first baby bath

with a clean rinse shower

04520 Deluxe Baby Essentials Kit

Everything baby needs for a healthy

start

03200 “Grow with Me”

Ear

Thermometer –

fast & accurate

temperature readings with no fuss in

about 1 second

25

Competition

Fisher–Price, Safety 1

st

, The First Years, Kids II

Small Furniture

Safety 1

st

, The First Years, Braun, Vicks

Infant Health

Evenflo, KidCo, North States, Safety 1st

Gates

Fisher–Price, Kids II, Graco, Safety 1

st

Bouncers

Safety 1

st

, The First Years, Regalo, Dex Products

Bed Rails

The First Years, Fisher–Price, Safety 1

st

, Evenflo

Baby Bath

Safety 1

st

, Bebe

Sounds, Mobi

A/V Monitor

26

KBL Healthcare Acquisition Corp. II

•

A Specified Purpose Acquisition Company

(“SPAC”)

designed to provide a profitable investment in a

health–related company

•

Each KBLH unit, issued at $6.00, consists of one share of

common stock and two warrants

–

Cash per share in trust at 6/30/06 of approximately $5.57/share

($51.2 million in trust at 6/30/06); increases with additional

interest earned

•

Lockup of insider shares until April 2008

27

About KBL

•

KBL Founders Also Run KBL Healthcare Ventures

–

~$94mm venture capital fund

–

L.Ps include Novartis, Allianz, PA State Teachers Retirement

System, William Blair, Others

–

Representive

investments include

•

Lumenos: sold to Wellpoint for $185mm

•

Spinal Concepts: sold to Abbott for $180mm

•

KBL Healthcare Acquisition Corp. I (prior SPAC)

–

IPO in March 1993 raised $17.5 mm gross proceeds

–

Merger with Concord Health Group, a long–term care/assisted living

company in August 1994

–

Concord

sold

for

cash

to

Multicare

Companies

in

February

1996

–

Investors in KBL IPO realized 34.7 % IRR

28

The KBL Team

•

Zachary Berk

–

Chairman and President

–

Managing Director/founder of KBL Healthcare Ventures

•

Founder: Prolong Pharmaceuticals, Lumenos, Transgenic Sciences (now part of

Genzyme)

•

Chairman: Prolong Pharmaceutiocals

•

B.S. and Doctorate of Optometry from Pacific University

•

Marlene

Krauss,

M.D.

–

CEO,

Secretary

and

Director

•

Managing Director/founder of KBL Healthcare Ventures

•

Founder/seed

financed:

Lumenos

(sold

to

Wellpoint

for

$185mm),

Summit

Technology

(sold to Alcon for $900mm), Candela Laser (CLZR), Cambridge Heart (CAMH)

•

Board Member: Cardio Focus, PneumRx, Prolong Pharmaceuticals

•

B.S. Cornell University, M.B.A. Harvard University (Alumni Achievement Award), M.D.

Harvard

Medical

School

(vitreoretinal

surgeon)

•

Michael Kaswan

–

COO and Director

•

Managing Director of KBL Healthcare Ventures

•

Founder: Lumenos

•

Board Member: Scandius, Remon

•

BS University of Virginia, MBA Harvard Business School