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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. 2)
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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 $.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.: Schedule 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: [X]
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This Amendment No. 2 (Final Amendment) 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 and amended on May 24, 2000, relating to the offer by Purchaser to
purchase all outstanding shares of Common Stock, par value $.01 per share (the
"Shares"), of Safety 1st, 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"). Pursuant to General Instruction H to Schedule TO, this Final Amendment
satisfies the reporting requirements of Section 13(d) of the Act with respect to
all securities acquired by the Purchaser in the Offer. The item numbers and
responses thereto below are in accordance with the requirements of Schedule TO.
Except as otherwise indicated herein, the information set forth in the Schedule
TO remains unchanged and all capitalized terms used herein shall have the
respective meanings ascribed to them in the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby amended and supplemented to add the following:
The Offer expired in accordance with its terms at 12:00 midnight, New York
City time, on June 5, 2000. On June 6, 2000, Harris Trust Company of New York
certified that 9,235,599 Shares had been validly tendered and not withdrawn,
representing approximately 97.95% of the total outstanding shares, including
199,601 Shares tendered pursuant to guaranteed delivery procedures. At such time
the Purchaser accepted all tendered shares for payment in the Offer (including
Shares subject to guaranteed delivery procedures).
Additionally, in accordance with the Merger Agreement, the Purchaser
intends to merge with and into the Company pursuant to Section 78 of the
Massachusetts General Laws whereby each Share not tendered and purchased in the
Offer will be converted into the right to receive $13.875 in cash payable to the
holder thereof.
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented to add the following:
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(a)(9) Joint Press Release issued by Parent and the Company on June
6, 2000 relating to the expiration of the Offer.
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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: June 6, 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: June 6, 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).
(a)(9) Joint Press Release issued by Parent and the Company on June
6, 2000 relating to the expiration of the Offer.
*(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.
</TABLE>
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* Previously filed.
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