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 1ST, 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 $0.01 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
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario
M5L 1E8
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
Filing relates solely to preliminary communications None.
made before the commencement of a tender offer.
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
|_| 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.
Amount Previously Paid: Filing Party:
----------------------------- --------------
Form or Registration No.: Date Filed:
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|X| 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: |_|
FOR IMMEDIATE RELEASE
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Dorel Signs Agreement To Acquire Safety 1st
Strong Brand Awareness Will Boost Dorel's Juvenile Segment
Montreal, April 24, 2000 -- Dorel Industries Inc. (TSE: DII.A, DII.B; NASDAQ:
DIIBF) today announced it has signed an agreement to purchase Safety 1st, Inc.
(NASDAQ: SAFT), of Canton, Massachusetts, a leading marketer and developer of
juvenile products. The acquisition of Safety 1st will be Dorel's largest-ever.
Dorel will commence a tender offer to purchase all of the outstanding shares of
Safety 1st at US$13.875 per share. Upon completion of the tender offer, Dorel
will consummate a second-step merger in which all remaining Safety 1st
stockholders also will receive US$13.875 per share.
The Board of Directors of Safety 1st has approved the transaction. In connection
with the Board's approval of the transaction, Goldman, Sachs & Co. delivered its
opinion that the transaction was fair from a financial point of view to Safety
1st stockholders. In addition, certain stockholders of Safety 1st which control
shares representing approximately 60% of the issued and outstanding shares of
Safety 1st, have agreed to tender their shares in Dorel's offer. Completion of
the tender offer and the merger are subject to customary conditions. The tender
offer will be made pursuant to definitive documents to be filed with the
Securities and Exchange Commission.
Dorel President and Chief Executive Officer, Martin Schwartz, said Dorel has
been actively pursuing acquisition opportunities for some time, but did not want
to compromise the organization's tradition of selective and disciplined
purchases. "Safety 1st fits our criteria perfectly. It is a leader in a sector
we know intimately, complements our existing juvenile product lines and has
built one of the best known and respected brands. When combined with Cosco, our
existing juvenile operation, it will place Dorel in a significant position of
strength in the fast growing $5 billion retail juvenile products industry." The
Company has entered into a commitment to finance the acquisition through a new
lending facility led by the Royal Bank of Canada.
About Safety 1st
Safety 1st has established a reputation for unique, feature-rich, quality
products providing real value for the consumer. The Company is a leading source
of child safety products, nursery monitors, booster seats, bathtubs, infant
health and convenience products. Safety 1st currently distributes over 200
products to more than 1,000 retailers worldwide. Safety 1st was the first
company to identify "child safety" as a category within the industry, has more
than a 50% market share in the industry and it is recognized as the juvenile
safety expert. It was Safety 1st that first conceived the "Baby On Board"
vehicle signs.
For the year ended January 1, 2000, Safety 1st's net sales increased 30% to
US$158 million, compared to US$121 million the previous year. Net income before
an extraordinary charge was US$5.1 million or US$0.57 per diluted common share,
compared to a net loss of US$1.0 million or a net loss of $0.14 per diluted
common share, for fiscal 1998. In recently announced results for the first
quarter of 2000, sales increased 25% over the prior year to US$49.9 million,
while net income, available to common shareholders, increased a corresponding
75%.
<PAGE>
Safety 1st Chairman and Chief Executive Officer, Michael Lerner, said he is
very pleased with the transaction. "We have had several discussions with Dorel's
top management and we are entirely comfortable with their business philosophy
and their plans to grow both companies."
Strong Brand Recognition
In a recent Parents Magazine survey, Safety 1st ranked 11th in quality out of
107 of the most recognized brands in the United States, ranging from consumer
products to automobiles to retail chains. It ranked 4th in the juvenile category
itself. "Safety 1st has the leading market share in major product categories as
a result of its proven ability to identify new trends and innovate unique
products. Historically Safety 1st's new product introductions gain meaningful
market share within the first year," stated Mr. Schwartz.
Dorel has a history of growth through successfully integrating various
acquisitions. The first was Cosco in 1988, followed by Charleswood in 1990,
Maxi-Miliaan in 1994 and Ameriwood Industries in 1998. "There are immediate
synergies that can be realized with Safety 1st and the company is profitable. It
presents many of the same benefits we experienced when we purchased
Maxi-Miliaan," concluded Mr. Schwartz.
Dorel Profile
Dorel is a rapidly growing, consumer products manufacturer specializing in three
product areas: ready-to-assemble (RTA) furniture, juvenile products and home
furnishings. Dorel's product offerings include a wide variety of RTA furniture
for home and office use; juvenile products such as infant car seats, strollers,
high chairs, toddler beds and cribs; and home furnishings such as metal folding
chairs, tables, bunk beds, futons and step stools.
Dorel employs more than 3,500 people in nine countries. Major North American
facilities are located in Montreal, Quebec; Cornwall, Ontario; Columbus,
Indiana; Wright City, Missouri; Tiffin, Ohio; Dowagiac, Michigan; Cartersville,
Georgia; Fort Smith, Arkansas and San Diego, California. The Company's major
divisions in the United States include Cosco, Ameriwood and Infantino. In
Canada, Dorel operates Ridgewood and Dorel Home Products. European operations
are carried out through Maxi-Miliaan B.V. in the Netherlands and Dorel (U.K.)
Ltd. in the United Kingdom.
- 30 -
Other important information:
The tender offer described in this announcement for the outstanding shares of
Safety 1st has not yet commenced. As soon as the tender offer commences, we will
file a tender offer statement with the Securities and Exchange Commission (SEC).
You should read the tender offer statement when it becomes available because it
will contain important information about the tender offer. You can obtain the
tender offer statement and other documents that are filed with the SEC free on
the SEC's web site at: www.sec.gov. If you write us or call us, we will send you
these documents free when they are made available:
- - Tender offer statement (except for exhibits)
- - Offers to purchase
- - Letters of transmittal
- - Notices of guaranteed delivery
Except for the historical information contained herein, this press release
contains statements that constitute forward-looking statements, as defined in
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
<PAGE>
inherently involve risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements. Factors that may cause or
contribute to such differences include, among other things, the Company's
ability to close the proposed transaction. Other risks and uncertainties include
changes in business conditions and the economy in general, changes in
governmental regulations, unforeseen litigation and other risk factors
identified in the Company's public filings under "Risk Factors." The Company
undertakes no obligation to update these forward-looking statements for
revisions or changes after the date of this press release.
For further information:
Dorel contact: Jeffrey Schwartz
Tel: (514) 934-3034
Rick Leckner
Tel: (514) 731-0000
Safety 1st Contact: Kara DiCamillo
Investor Relations
Media: Stacy Roth
Morgen-Walke Associates
Tel: (212) 850-5600
