FIRST YEARS INC

election_required = True...d shares in the following order of priority: - First, we will purchase shares properly tendered and not properly withdrawn from any "odd lot" holder (as defined below) who - tenders all the shares owned (beneficially or of record) by the odd lot holder; and - completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; and - Second, after the purchase of all the shares properly tendered by odd lot holders, subject to the conditional tender provisions described in Section 5, we will purchase shares from all other shareholders who properly tender shares at prices at or below the purchase price, on...

expiry = 2001-12-20...ING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE OF NOT GREATER THAN $12.65 NOR LESS THAN $10.65 PER SHARE THE OFFER, PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW SHARES YOU TENDER WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON THURSDAY, DECEMBER 20, 2001, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. The First Years Inc., a Massachusetts corporation, invites you to tender your shares of its common stock for purchase to The First Years on the terms and conditions...

listed = True...tender your shares with your broker or other financial or tax advisor. Our officers and directors have advised us that they do not intend to tender shares pursuant to this offer. WHAT IS A RECENT MARKET PRICE OF THE FIRST YEARS COMMON STOCK? Our common stock is traded on the Nasdaq National Market under the symbol "KIDD." On November 16, 2001, a date close to the date of this document, the closing per share sales price as reported on the Nasdaq National Market was $10.30. WE URGE YOU TO OBTAIN MORE CURRENT MARKET QUOTATIONS FOR YOUR SHARES. SEE SECTION 8. WILL I HAVE TO PAY BROKERAGE COMMISSIONS OR STOCK TRANSFER TAXES IF I TENDER MY SHARES? If...

mechanism = DUTCH...00 shares of our outstanding common stock and the associated common stock purchase rights. We will not pay additional consideration for these rights. SEE SECTION 1. HOW AND WHEN WILL I BE PAID? We are conducting the offer through a procedure commonly called a modified "Dutch Auction." - This procedure allows you to select the price (in multiples of $0.25) within a specified price range at which you are willing to sell your shares. The price range for this offer is $10.65 to $12.65 per share. - We will determine the lowest single per share price within the price range that will allow us to purchase 900,000 shares, or...

must_tender_all = True...the shares that you tender in this offer may not be purchased. If more than 900,000 shares are tendered, we will purchase shares based on the following order of priority: - First, we will purchase shares from all holders of "odd lots" of less than 100 shares who properly tender all of their shares. - Second, we will purchase shares from all other shareholders who properly tender shares at or below the purchase price, on a pro rata basis, subject to the conditional tender provisions described in Section 5. As a result, we will purchase the same percentage of shares tendered from each tendering shareholder in this second category. W...

price = USD 10.65-12.65...modified "Dutch Auction." - This procedure allows you to select the price (in multiples of $0.25) within a specified price range at which you are willing to sell your shares. The price range for this offer is $10.65 to $12.65 per share. - We will determine the lowest single per share price within the price range that will allow us to purchase 900,000 shares, or if fewer shares are tendered, all shares tendered and not properly withdrawn. - A...

threshold = 100...m lot in accordance with Section 5. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares. ODD LOT HOLDERS. For purposes of this offer, the term "odd lot holder" means any person who owns, beneficially or of record, a total of fewer than 100 shares. As set forth above, shares of odd lot holders will be accepted for payment before proration, if any, of the purchase of other tendered shares. To qualify for this preference, an odd lot holder must tender all shares owned, beneficially or of record, by the odd lot holder and must so indicate in the Letter of Transmittal or, if applicabl...

txn_type = CONSOLIDATION...ges in one or more "self-dealing" transactions as set forth in the rights agreement, or (iv) during such time as there is an acquiring person, an event occurs which results in such acquiring person's ownership interest being increased by more than 1% (e.g., a reverse stock split), each holder of a right will then have the right to acquire, upon exercise, that number of shares of common stock (or, in certain circumstances, cash, property or other securities of ours) having a market value of two times the exercise price of the right. Following the occurrence of any of the events described in this paragraph, all ri...