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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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SAFETY 1(ST), INC.
(Name of Subject Company)
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DIAMOND ACQUISITION SUBSIDIARY INC.
DOREL INDUSTRIES INC.
(OFFEROR)
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
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Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
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786475103
(CUSIP Number of Class of Securities)
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JEFFREY SCHWARTZ
DOREL INDUSTRIES INC.
1255 GREENE AVENUE, SUITE 300
WESTMOUNT, QUEBEC, CANADA H3Z 2A4
(514) 934-3034
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
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Copy to:
BRUCE CZACHOR
SHEARMAN & STERLING
199 BAY STREET, SUITE 4405
TORONTO, ONTARIO
M5L 1E8
(416) 360-8484
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$141,714,971 $28,343
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* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $13.875, the per share tender offer price, by
8,680,682, number of currently outstanding shares of Common Stock sought in
the Offer plus $21,270,507.60, the amount paid to option holders.
** Calculated as 1/50 of 1% of the transaction value.
[X] 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.
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Amount Previously Paid: $28,343 Filing Party: Diamond Acquisition Subsidiary
Inc.
Dorel Industries Inc.
Form or Registration No.: TO Date Filed: May 8, 2000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement
relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] 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: [ ]
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This Amendment No. l amends and supplements the Tender Offer Statement on
Schedule TO, originally filed by Diamond Acquisition Subsidiary Inc., a
Massachusetts corporation ("Purchaser") and a wholly owned subsidiary of Dorel
Industries Inc., a Quebec, Canada corporation ("Parent") on May 8, 2000,
relating to the offer by Purchaser to purchase all outstanding shares of Common
Stock, par value $.01 per share (the "Shares"), of Safety 1(st), Inc., a
Massachusetts corporation (the "Company"), at a purchase price of $13.875 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated May 8, 2000 (the "Offer to Purchase")
and in the related Letter of Transmittal, copies of which are attached as
Exhibits (a)(1) and (a)(2) to the Schedule TO (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"). The
information set forth in the Offer to Purchase and the related Letter of
Transmittal is incorporated by reference with respect to Items 1-9 and 11 of the
Schedule TO. The Agreement and Plan of Merger, dated as of April 22, 2000, among
Parent, Purchaser and the Company, a copy of which is attached as Exhibit (d)(1)
to the Schedule TO, the Commitment Letter, dated April 18, 2000, between Parent
and Royal Bank of Canada, a copy of which is attached as Exhibit (b)(1) to the
Schedule TO and the Tender Agreement, dated as of April 22, 2000, among Parent,
Purchaser and Michael Lerner, Michael S. Bernstein, DB Capital Partners, Inc.
(formerly BT Capital Partners, Inc.), Mark Owens and Bear, Stearns & Co., Inc.,
a copy of which is attached as Exhibit (d)(3) to the Schedule TO, are
incorporated by reference with respect to Items 5, 7 and 11 of the Schedule TO,
respectively.
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ITEM 11. ADDITIONAL INFORMATION
(b)(1) The second sentence of the second paragraph under Section 1,
"Terms of the Offer; Expiration Date," contained in the
Offer to Purchase has been amended to read in its entirety
as follows: "Subject to the applicable rules and regulations
of the Commission and subject to the terms and conditions of
the Merger Agreement, Purchaser expressly reserves the right
to waive any such condition in whole or in part, in its
reasonable discretion."
(b)(2) The first sentence of the first paragraph under Section 2,
"Acceptance and Payment for Shares," contained in the Offer
to Purchase has been amended to read in its entirety as
follows: "Under the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended,
the terms and conditions of any such extension or
amendment), which conditions, other than necessary
government approvals, will be satisfied or waived prior to
the Expiration Date, Purchaser will accept for payment all
Shares validly tendered (and not properly withdrawn in
accordance with Section 4) prior to the Expiration Date
promptly after the occurrence of the Expiration Date."
(b)(3) A new first sentence to the second paragraph under Section
14, "Certain Conditions of the Offer" contained in the Offer
to Purchase has been added to read in its entirety as
follows: "The foregoing conditions, other than necessary
government approvals, will have been satisfied or waived
prior to the Expiration Date."
(b)(4) The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to the
Offer, expired as of May 23, 2000.
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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: May 24, 2000
DIAMOND ACQUISITION SUBSIDIARY INC.
/s/ JEFFREY SCHWARTZ
By:
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Name: Jeffrey Schwartz
Title: President and Treasurer
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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: May 24, 2000
DOREL INDUSTRIES INC.
/s/ JEFFREY SCHWARTZ
By:
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Name: Jeffrey Schwartz
Title: Vice-President, Finance
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EXHIBIT INDEX
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EXHIBIT
NO.
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*(a)(1) Offer to Purchase dated May 8, 2000.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice of Guaranteed Delivery.
*(a)(4) Letter dated May 8, 2000 from Innisfree M&A Incorporated to
Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
*(a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.
*(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(7) Form of Summary Advertisement published in The Wall Street
Journal on May 8, 2000.
*(a)(8) Joint Press Release issued by Parent and the Company on
April 24, 2000 (incorporated by reference from Parent's
Schedule TO filed with the Commission on April 24, 2000).
*(b)(1) Commitment Letter dated April 18, 2000 between Parent and
Royal Bank of Canada.
*(d)(1) Agreement and Plan of Merger, dated as of April 22, 2000,
among Parent, Purchaser and the Company.
*(d)(2) Confidentiality Agreement, dated as of February 17, 2000,
between Parent and the Company.
*(d)(3) Tender Agreement, dated as of April 22, 2000, among Parent,
Purchaser and Michael Lerner, Michael S. Bernstein, DB
Capital Partners, Inc. (formerly BT Capital Partners, Inc.),
Mark Owens and Bear Stearns & Co., Inc.
(g) None.
(h) None.
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* Previously filed.
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