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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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. 2 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, as amended on May 24, 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 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 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 9: MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add the following:
(a)(7) Press release issued by Dorel Industries Inc., dated
June 6, 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: June 6, 2000
SAFETY 1ST, INC.
By: /s/ Michael Lerner
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Name: Michael Lerner
Title: Chairman and
Chief Executive Officer
