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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
SAFETY 1ST, INC.
(Name of Subject Company)
SAFETY 1ST, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
786475103
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(CUSIP Number of Class of Securities)
MICHAEL LERNER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SAFETY 1ST, INC.
45 DAN ROAD
CANTON, MA 02021
(781) -364-3100
(Name and Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
WITH COPIES TO:
STUART M. CABLE, P.C.
JOSEPH L. JOHNSON III, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by
Safety 1st, Inc. (the "Company") on May 8, 2000 relating to the tender offer by
Diamond Acquisition Subsidiary Inc., a Massachusetts corporation and wholly
owned subsidiary of Dorel Industries, Inc., a Quebec corporation ("Parent"), for
all of the outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of the Company, at a purchase price of $13.875 per Share, net to the
seller in cash, without interest thereon, less applicable withholding taxes, if
any, and upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 8, 2000 and the related Letter of Transmittal (which together
constitute the "Offer"). The item numbers and responses thereto below are in
accordance with the requirements of Schedule 14D-9. Except as otherwise
indicated herein, the information set forth in the Schedule 14D-9 remains
unchanged and all capitalized terms used herein shall have the respective
meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented to add the following:
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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SIGNATURE
After reasonable 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.
Date: May 24, 2000
SAFETY 1ST, INC.
By: /s/ Michael Lerner
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Name: Michael Lerner
Title: Chairman and
Chief Executive Officer
