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. 2)
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.
[ ] Check the box if any part of the fee is offset as provided by Rule
011 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. 2 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, together constitute the tender offer. This Amendment No. 2, 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)(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, as amended or supplemented, is incorporated in this Amendment No. 2
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 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 21, 2001, The First Years issued a press release relating
to the announcement of the preliminary results of its issuer tender offer, which
expired on December 20, 2001. This press release is included herein as Exhibit
(a)(5)(vi) 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)(vi) Press Release, dated December 21, 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 21, 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.
(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