<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 10-K/A
----------
[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1997 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act Of 1934
Commission File Number 0-21952
----------
AMERICAN SAFETY RAZOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 54-1050207
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
P. O. Box 500
Staunton, Virginia 24402-0500
(Address of principal executive offices, including zip code)
----------
Registrant's telephone number, including area code:
(540) 248-8000
----------
Securities registered pursuant to
Section 12(b) of the Act: None
Securities registered pursuant to
Section 12(g) of the Act: Common Stock, par value $.01 per share
----------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of March 9, 1998, 12,106,449 shares of the Registrant's Common Stock
were outstanding. The aggregate market value of the Registrant's Common Stock,
which is the only class of voting stock of the Registrant, held by
non-affiliates was approximately $212,192,139 based on the closing sales price
of March 9, 1998. Determination of affiliate status for this purpose is not a
determination of affiliate status for any other purpose.
DOCUMENT INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement for the Annual
Meeting of Shareholders to be held on May 19, 1998, are incorporated by
reference into Part III of this Report on Form 10-K.
<PAGE>
PART IV
Form 10-K of American Safety Razor Company for the year ended December 31, 1997,
filed with the Securities and Exchange Commission on March 18, 1998, is amended
to include (i) in Exhibit 27 a restated financial data schedule for the quarter
ended September 30, 1997, relating to recalculated earnings per share amounts
due to the adoption by the Company of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share", effective Decemer 31, 1997, and (ii)
Exhibits 10.6(b), 10.6(c) and 10.6(d) relating to employment protection
agreements.
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K.
(a) (1), (2) and (3)--The response to this portion of Item 14 is submitted
as a separate section of this Report under Item 8.
(b) Reports on Form 8-K filed in the fourth quarter of 1997.
None
(c) Exhibits--The response to this portion of Item 14 is submitted as a
separate section of this Report starting on page 4.
(d) Financial Statement Schedule--The response to this portion of Item 14
is submitted as a separate section of this Report on page 3.
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, as of the 9th day of April
1998.
AMERICAN SAFETY RAZOR COMPANY
/s/William C. Weathersby
------------------------------
William C. Weathersby
Director, President and
Chief Operating Officer
/s/Thomas G. Kasvin
------------------------------
Thomas G. Kasvin
Senior Vice President
Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
2
<PAGE>
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
AMERICAN SAFETY RAZOR COMPANY
(IN THOUSANDS)
<TABLE>
<CAPTION>
Additions
----------------------
Balance Charged to Charged Balance
Beginning Costs and to Other End of
Description of Period Expenses Accounts Deductions Period
- ----------- --------- ---------- -------- ---------- -------
<S> <C> <C> <C> <C> <C>
Year ended 12-31-97
Reserves and allowances deducted from asset accounts:
Allowance for doubtful accounts $1,252 $ 595 $ - $ 484 (2) $1,36
Allowance for discounts and other deductions 1,306 4,820 - 4,028 (3) 2,09
------ ------ ---- ------ ------
$2,558 $5,415 $ - $4,512 $3,46
====== ====== ==== ====== ======
Year ended 12-31-96
Reserves and allowances deducted from asset accounts:
Allowance for doubtful accounts $1,026 $ 593 $ 3 (1) $ 370 (2) $1,252
Allowance for discounts and other deductions 986 3,223 32 (1) 2,935 (3) 1,306
------ ------ ---- ------ ------
$2,012 $3,816 $ 35 $3,305 $2,558
====== ====== ==== ====== ======
Year ended 12-31-95
Reserves and allowances deducted from asset accounts:
Allowance for doubtful accounts $ 794 $ 594 $ 71 (1) $ 433 (2) $1,026
Allowance for discounts and other deductions 633 3,534 235 (1) 3,416 (3) 986
------ ------ ---- ------ ------
$1,427 $4,128 $306 $3,849 $2,012
====== ====== ==== ====== ======
(1) Allowance balance of subsidiary at acquisition date
(2) Accounts written off, net of recoveries
(3) Discounts taken by customer
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
2.1 Stock Sale and Purchase Agreement for the Registrant,
dated April 12, 1989, by, between, and among J. Gray
Ferguson, Arthur J. Gajarsa, Joseph F. Hackett and
William L. Robbins, III, the Registrant and ASR
Acquisition Corp. (1)................................. **
2.2 Agreement for Purchase and Sale of Stock, dated
April 17, 1989, by and among Howard E. Strauss,
Bert Ghavami, and Ardell Acquisition Corp.(1)......... **
2.3 Amendment No. 1 to Agreement for Purchase and Sale of
Stock, dated April 28, 1989, by and among Howard E.
Strauss, Bert Ghavami, and Ardell Acquisition
Corp.................................................. **
2.4 Agreement for Purchase and Sale of Stock of Megas
Beauty Care, Inc. dated May 16, 1994 between Megas
Holdings, Inc. and Robert Bender (1)............... ***
2.5 Stock Purchase Agreement dated February 7, 1995, by
and among Sterile Products Holdings, Inc. and C. C.
(Jack) Van Noy, George P. Goemans, Tamalpais Capital,
and Newtek Venture (1)................................ ****
2.6 Asset Purchase Agreement, dated as of March 6, 1996,
by and among MLO Razor Company (1996) Ltd.
("Purchaser"), and Bond-America Israel Blades Ltd.
("Seller"), Nostrum Establishment and Kaftor VePerach
Ltd., the stockholders of Seller (individually each
an "Owner" and collectively, the "Owners") and Robert
Mandel, Daniel Mandel, Alfred Mernone, Shulamit
Weiman, Noam Weiman, Efrat Gershoni and Ayin Mor Ltd.
(individually each a "Beneficial Owner" and
collectively the "Beneficial Owners" and together
with the Owners, the "Stockholders"). (1)............. *******
2.7 Amendment No. 1 to Asset Purchase Agreement (the
"Amendment"), dated as of March 25, 1996, by and
among Bond Blades International Ltd. (formerly known
as MLO Razor Company (1996) Ltd.), ("Purchaser"), and
Bond-America Israel Blades Ltd., ("Seller"), Nostrum
Establishment and Kaftor VePerach Ltd., the
stockholders of Seller (individually each an "Owner"
and collectively, the "Owners") and Robert Mandel,
Daniel Mandel, Alfred Mernone, Shulamit Weiman, Noam
Weiman, Efrat Gershoni and Ayin Mor Ltd.
(individually each a "Beneficial Owner" and
collectively the "Beneficial Owners" and together
with the Owners, the "Stockholders").................. *******
2.8 Asset Purchase Agreement, dated as of March 6, 1996,
by and among American Safety Razor Company
("Purchaser"), and A.I. Blades, Inc. ("Seller") and
Bond-America Israel Blades, Ltd., the sole
stockholder of Seller ("Bond"), Nostrum Establishment
and Kaftor VePerach Ltd., Robert Mandel, Daniel
Mandel, Alfred Mernone, Shulmait Weiman, Noam Weiman,
Efrat Gershoni and Ayin Mor Ltd. (individually each a
"Beneficial Owner" and collectively the "Beneficial
Owners" and together with Bond, the "Stockholders").
(1)................................................... *******
4
<PAGE>
Sequentially
Exhibit Numbered
Number Description Page
2.9 Amendment No. 1 to Asset Purchase Agreement (the
"Amendment"), dated as of March 25, 1996, by and
among American Safety Razor Company ("Purchaser"),
and A.I. Blades, Inc. ("Seller") and Bond-America
Israel Blades Ltd., the sole stockholder of Seller
("Bond"), Nostrum Establishment and Kaftor VePerach
Ltd., Robert Mandel, Daniel Mandel, Alfred Mernone,
Shulamit Weiman, Noam Weiman, Efrat Gershoni and Ayin
Mor Ltd. (individually each a "Beneficial Owner" and
collectively the "Beneficial Owners" and together
with Bond, the "Stockholders")........................ *******
3.1 Amended and Restated Certificate of Incorporation of
the Registrant........................................ *
3.2 Amended and Restated By-laws of the Registrant........ *
4.1 Specimen of Stock Certificate......................... **
4.2 Recapitalization Agreement, dated May 24, 1993, among
the Registrant and its Stockholders................... *
4.3 Subscription Agreement, dated April 28, 1989, by and
among the Registrant, JZCC and Allsop................. **
4.4 Registration Rights Agreement, dated as of August 3,
1995, among the Registrant, the Guarantors and the
Initial Purchasers, relating to the Senior
Notes................................................. ******
4.5 Indenture governing the Senior Notes, dated as of
August 3, 1995, by and among the Registrant, the
Guarantors and the Trustees........................... *****
4.6 Preferred Stock Exchange Agreement, dated June 14,
1993, among the Registrant and the holders of
Preferred Stock....................................... *
4.7 Common Stock Conversion Agreement, dated May 24,
1993, among the Registrant and the holders of Common
Stock................................................. *
4.8 Stockholders Agreement, dated April 14,
1989, between the Registrant and its
Stockholders.......................................... **
4.9 First Amendment to the Stockholders Agreement, dated
April 28, 1989, between the Registrant and its
Stockholders.......................................... **
4.10 Second Amendment to the Stockholders Agreement, dated
December 29, 1992, between the Registrant and its
Stockholders.......................................... **
4.11 Third Amendment to the Stockholders Agreement, dated
June 15, 1993, among the Registrant and certain of
its Stockholders...................................... *
4.12 $2,500,000 Subordinated Secured Note, due June 10,
2000, executed by Megas Holdings, Inc. in favor of
Robert Bender......................................... ***
4.13 Junior Security Agreement, dated June 10, 1994, by
Megas Beauty Care, Inc. (formerly Megas Holdings,
Inc.) in favor of Robert Bender....................... ****
4.14 Multicurrency Credit Agreement, dated as of August 3,
1995, among the Registrant, the Guarantors and First
National Bank of Chicago, as agent, including
exhibits.............................................. *****
5
<PAGE>
Sequentially
Exhibit Numbered
Number Description Page
4.15 Guarantees of the Guarantors pursuant to the
Multicurrency Credit Agreement........................ ******
4.16 Security Agreement, dated August 3, 1995, between the
Registrant and First National Bank of Chicago, as
agent, including schedules............................ ******
4.17 Guarantor Security Agreements, dated August 3, 1995,
by and among the Guarantors and First National Bank
of Chicago, as agent, including schedules............. ******
10.1(a) Non-Disclosure/Non-Compete Agreement, dated June 15,
1993, between the Registrant and William C.
Weathersby (2)........................................ *
10.1(b) Non-Disclosure/Non-Compete Agreement, dated June 15,
1993, between the Registrant and William L. Robbins
(2)................................................... *
10.1(c) Non-Disclosure/Non-Compete Agreement, dated June 15,
1993, between the Registrant and George L. Pineo
(2)................................................... *
10.1(d) Non-Disclosure/Non-Compete Agreement, dated June 15,
1993, between the Registrant and Gary S. Wade
(2)................................................... *
10.1(e) Non-Disclosure/Non-Compete Agreement, dated June 15,
1993, between the Registrant and Joseph F. Hackett
(2)................................................... *
10.1(f) Non-Disclosure/Non-Compete Agreement, dated June 15,
1993, between the Registrant and Thomas G. Kasvin
(2)................................................... *
10.1(g) Non-Disclosure/Non-Compete Agreement, dated June 15,
1993, between the Registrant and Thomas B. Boyd
(2)................................................... *
10.1.(h) Non-Disclosure/Non-Compete Agreement, dated June 15,
1993, between the Registrant and Bruce L. Stichter
(2)................................................... *
10.2(a) Indemnification Agreement, dated June 15, 1993,
between the Registrant and Thomas H. Quinn
(2)................................................... *
10.2(b) Indemnification Agreement, dated June 15, 1993,
between the Registrant and William C. Weathersby
(2)................................................... *
10.2(c) Indemnification Agreement, dated June 15, 1993,
between the Registrant and Jonathan F. Boucher
(2)................................................... *
10.2(d) Indemnification Agreement, dated June 15, 1993,
between the Registrant and John W. Jordan, II
(2)................................................... *
10.2(e) Indemnification Agreement, dated June 15, 1993,
between the Registrant and David W. Zalaznick
(2)................................................... *
10.2(f) Indemnification Agreement, dated June 15, 1993,
between the Registrant and John R. Lowden
(2)................................................... *
10.2(g) Indemnification Agreement, dated June 15, 1993,
between the Registrant and Paul D. Rhines
(2)................................................... *
10.2(h) Indemnification Agreement, dated June 15, 1993,
between the Registrant and D. Patrick Curran
(2)................................................... *
6
<PAGE>
Sequentially
Exhibit Numbered
Number Description Page
10.2(i) Indemnification Agreement, dated June 15, 1993,
between the Registrant and William C. Ballard, Jr.
(2)................................................... *
10.3 Financial Advisory Agreement, dated July 12, 1995,
between the Registrant and TJC Management............. ******
10.4 Settlement Agreement, dated June 5, 1992, by and
between Warner-Lambert Company and the
Registrant............................................ **
10.5 Administrative Consent Order, dated March 13, 1989,
between the Registrant and the New Jersey Department
of Environmental Protection and Energy................ **
10.6(a) Employment Agreement, dated March 3, 1995, by and
between Sterile Products Holdings, and Sterile
Products Corporation and C. C. Van Noy (2)............ ****
10.6(b) Employment Protection Agreement, dated December 8,
1997, by and between the Registrant and William C.
Weathersby (2)........................................
10.6(c) Employment Protection Agreement, dated December 8,
1997, by and between the Registrant and James V. Heim
(2)...................................................
10.6(d) Employment Protection Agreement, dated December 8,
1997, by and between the Registrant and Thomas G.
Kasvin (2)............................................
10.7 The American Safety Razor Company Stock Option Plan... *
16 Letter re Change in Certifying Accountant............. ****
21 List of Subsidiaries of the Registrant................
23 Consent of Coopers & Lybrand L.L.P....................
27 Financial Data Schedule...............................
- -----------------------
* Incorporated by reference to the exhibits filed with the Registrant's
Form 10-K for the fiscal year ended December 31, 1993.
** Incorporated by reference to the exhibits filed with the Registrant's
Form S-1 Registration Statement (No. 33-60298).
*** Incorporated by reference to the exhibits filed with the Registrant's
Form 8-K/A, dated June 10, 1994 relating to the acquisition of Megas
Beauty Care, Inc.
**** Incorporated by reference to the exhibits filed with the Registrant's
Form 10-K for the fiscal year ended December 31, 1994.
***** Incorporated by reference to the exhibits filed with the Registrant's
Form 8-K, dated August 15, 1995.
****** Incorporated by reference to the exhibits filed with the Registrant's
Form S-4 Registration Statement (No. 33-96046).
******* Incorporated by reference to the exhibits filed with the Registrant's
Form 10-Q for the quarter ended March 31, 1996.
(1) Disclosure schedules relating to the representations and warranties
have not been filed; such schedules will be filed supplementally upon
the request of the Securities and Exchange Commission.
(2) This exhibit is a management contract or compensatory plan or
arrangement required to be identified in this Form 10-K pursuant to
Item 14(c) of this Report.
7
<PAGE>
Exhibit 10.6(b)
EMPLOYMENT PROTECTION AGREEMENT
THIS EMPLOYMENT PROTECTION AGREEMENT (this "Agreement") is entered into
on December 8, 1997, by and between AMERICAN SAFETY RAZOR COMPANY, a Delaware
corporation (the "Company"), and WILLIAM C. WEATHERSBY, an individual
("Executive").
WITNESSETH:
WHEREAS, Executive is currently employed as the President and Chief
Operating Officer of the Company;
WHEREAS, the board of directors of the Company considers it to be in
the best interests of the Company to foster the continued employment of certain
key management personnel; and
WHEREAS, the board of directors of the Company recognizes that the
possibility of the sale of the Company exists and, as a result, the board of
directors has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication to the Company of the Executive
as a member of the Company's management team;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Certain Definitions. For purposes of this Agreement, the following
terms shall have the following meanings:
a. "Cause" shall mean any one of the following: (i) the conviction of
Executive of any crime or criminal offense involving monies or other property or
any felony; (ii) the breach by Executive of any of his fiduciary duties of
loyalty as an officer of the Company; (iii) the repeated and willful failure of
Executive to diligently, faithfully and competently perform his duties; and (iv)
the material violation by Executive of the terms of any agreement with the
Company after a reasonable notice of such violation and an opportunity to cure.
b. "Change of Control" shall mean (a) the purchase or other
acquisition, pursuant to the sale process recently approved by the board of
directors of the Company, by any person(s) or entity, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (excluding, for this purpose, the Jordan Group (defined herein),
the Company or its subsidiaries or any employee benefit plan of the Company or
its subsidiaries), of (i) beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of the then-outstanding
shares of voting common stock of the Company, (ii) all or substantially all of
the assets of the Company or (iii) that number of shares of voting common stock
owned by the members of the Jordan Group which results in the Jordan Group
beneficially owning less than three and one-half percent (3.5%) of the then
outstanding voting common stock of the Company, or (b) pursuant to such sale
process, resignation or removal of all the members of the Jordan Group from the
<PAGE>
Board of Directors of the Company. Notwithstanding the foregoing, a sale,
spin-off, joint venture or other business combination by the Company, which
involves one or more, but not substantially all, of the Company's divisions or
subsidiaries and is approved by a majority vote of the board of directors of the
Company, shall not be deemed to be a Change of Control.
c. "Effective Date" shall mean the first date on which a Change of
Control occurs. Anything in this Agreement to the contrary notwithstanding, if
Executive's employment with the Company is terminated by the Company and such
termination (i) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control, or (ii) otherwise arose in
connection with, or in anticipation of, a Change of Control, then for all
purposes of this Agreement the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.
d. "Jordan Group" shall collectively mean Jordan Industries, Inc.,
The Jordan Company, Leucadia Investors Inc., Jordan/Zalaznick Capital
Corporation, MCIT PLC and their respective partners, shareholders, direct and
indirect subsidiaries, and any other Person that directly or indirectly, through
one or more intermediaries, controls or is controlled by or is under common
control with them, and John W. Jordan II, Thomas H. Quinn, David W. Zalaznick,
John R. Lowden and Jonathan F. Boucher. For purposes of this definition, the
term "Person" shall include any single individual, any single entity and, in
either case, their "Affiliates" as that term is defined under the Exchange Act.
2. Duties. While employed by the Company, Executive shall diligently,
faithfully and competently perform the duties of the offices of President and
Chief Operating Officer and shall devote as much of his productive time and
abilities to the performance of such duties as is required to accomplish such
duties.
3. Compensation; Change of Control Payment.
a. While Executive is employed by the Company, the Company will pay
Executive such compensation and benefits as agreed upon from time to time by the
parties hereto.
b. In the event of a Change of Control, on an Effective Date, the
Company shall pay Executive a lump sum in cash consisting of, (i) six month's
base salary (excluding benefits) at the rate in effect as of the Effective Date
and (ii) an amount equal to 50% of Executive's "target" bonus (excluding stock
bonuses or stock options) for the fiscal year in which the Change of Control
occurs (items (i) and (ii) are collectively referred to as the "Change of
Control Payment"). The amounts payable to Executive pursuant to this Section
3(b) shall be in addition to any salary, bonus or benefits payable to or accrued
to Executive as of an Effective Date.
<PAGE>
4. Severance Payment.
a. Subject to Sections 6 and 7 hereof, if as of an Effective Date (i)
Executive is not hired by the Company or its successor to serve as President or
such similar position, or within twelve months after such Effective Date, (ii)
Executive's employment is terminated by the Company or its successor for any
reason other than the voluntary termination by Executive, termination of
Executive for cause, or the death of Executive, (iii) the location of the office
where Executive is required to perform the majority of his duties for the
Company is relocated, without Executive's consent, to a location more than 70
miles from Verona, Virginia or (iv) without Executive's concurrence, Executive's
duties as set forth in Section 2 hereof or Executive compensation during the
twelve months prior to an Effective Date are materially reduced (items (i)-(iv)
each being referred to as a "Termination Event"), the Company shall pay
Executive an amount equal to the Change of Control Payment (such amount being
referred to as the "Severance Payment"). All amounts payable by the Company to
Executive pursuant to this Section 4 shall be in addition to any other amounts
payable under this Agreement and shall be paid, at the option of Executive: (A)
in a lump sum in cash within 10 days of the date of the Termination Event; or
(B) in accordance with the payroll schedule of the Company in effect as of the
date of the Termination Event, and, in addition, Executive shall be entitled to
continue to receive, at the Company's cost, the Base Benefits (defined herein)
he receives as of the date of the Termination Event until such time as the
Severance Payment has been paid in full, provided, however, if prior to the full
payment of the Severance Payment, Executive becomes employed with another
entity, upon Executive's delivery of written notice informing the Company of
such employment, the Company shall pay Executive a lump sum in cash equal to the
unpaid amount, if any, of the Severance Payment and Executive shall no longer be
entitled to receive the Base Benefits. As used in this Section 4(a), "Base
Benefits" shall mean life insurance, disability insurance and health insurance.
Pursuant to clause (B) of this Section 4(a), Executive shall not be entitled to
receive any benefits other than the Base Benefits, including, but not limited
to, participation in any 401(k), profit sharing or retirement plans or the
payment or reimbursement of any automobile expenses or social club dues.
b. Executive shall exercise his payment option under Section 4(a) by
delivering written notice to the Company within five (5) days after the date of
the Termination Event, provided, however, in the event Executive fails to
deliver such written notice, the Severance Payment shall be paid in accordance
with clause A of Section 4(a).
5. Stock Options. As of the date of a Termination Event, any stock
options previously granted to Executive under any stock option plan of the
Company or any of its subsidiaries, whether or not vested, shall become
immediately exercisable. Executive shall have one year after the date of the
Termination Event to exercise such options. The provisions of the foregoing
sentence will supersede and amend any inconsistent provision in the terms of any
agreement granting stock options to Executive.
<PAGE>
6. Release. As a condition to receiving the amounts payable under
Section 4 and exercising any stock options pursuant to Section 5, Executive must
provide the Company with a release, satisfactory to the Company in its
reasonable discretion, of all claims, charges and causes of action Executive may
have arising out of or relating in any way to Executive's employment by the
Company and its affiliated companies and the termination of such employment.
7. Termination. Except as may otherwise be provided below, the
employment of Executive by the Company is "at will" and, prior to an Effective
Date, Executive's employment may be terminated by either the Executive or the
Company, in which case Executive shall have no further rights under this
Agreement (except as provided in the next sentence) and the Company shall be
released from its obligations under this Agreement. Notwithstanding the previous
sentence, if the Company shall terminate Executive's employment without Cause
within 120 days of an Effective Date, subject to the terms of Sections 6, 8 and
9, Executive shall be entitled to receive the benefit of this Agreement. This
Agreement shall expire on December 31, 2002, unless sooner terminated as
provided for above and upon such expiration, Executive shall have no further
rights under his Agreement and the Company shall be released from its
obligations under this Agreement. Notwithstanding anything contained in this
Agreement to the contrary, Sections 8 and 9 of this Agreement shall survive the
termination or expiration of this Agreement.
8. Restrictive Covenants. In consideration of this Agreement, Executive
agrees that for the one year period after his employment is terminated for any
reason, Executive shall not:
a. directly or indirectly, either individually or as a principal,
partner, agent, employee, employer, consultant, stockholder, joint venturer, or
investor, or as a director or officer of any corporation or association, or in
any other manner or capacity whatsoever, engage in, assist or have any active
interest in a business located anywhere in United States, Israel, Germany, the
Dominican Republic, Puerto Rico, Canada, Mexico or the United Kingdom that
manufactures or distributes razor blades, razors, cotton fiber products in the
health and beauty aids business segment, or foot care or soap products in the
health and beauty aids business segment, or that otherwise competes with or is
substantially similar in concept, design, format, or otherwise to the business
conducted by the Company and its subsidiaries on the date hereof or at any time
prior to the date on which Executive's employment is terminated. Notwithstanding
the above, this paragraph shall not be construed to prohibit Executive from
owning less than three percent (3%) of the outstanding securities of a
corporation which is publicly traded on a securities exchange or
over-the-counter.
b. directly or indirectly, either individually, or as a principal,
partner, agent, employee, employer, consultant, stockholder, joint venturer, or
investor, or as a director or officer of any corporation or association, or in
any other manner or capacity whatsoever, (i) divert or attempt to divert from
the Company any business with any customer or account with which Executive had
any contact or association, which was under the supervision of Executive, or the
identity of which was learned by Executive as a result of Executive's employment
with the Company, or (ii) induce
<PAGE>
any salesperson, distributor, supplier, vendor, manufacturer, representative,
agent, jobber or other person transacting business with the Company to terminate
their relationship or association with the Company, or to represent, distribute
or sell services or products in competition with services or products that are
provided by or produced by the Company at any time prior to the date on which
Executive's employment is terminated, or (iii) induce or cause any employee of
the Company or its affiliates to leave the employ of the Company or any
affiliate of the Company.
9. Non-Disclosure. Executive shall not at any time or in any manner,
directly or indirectly, use or disclose to any party other than the Company, it
subsidiaries or their successors any trade secrets or other confidential
information (defined herein) learned or obtained by him while a stockholder,
officer or director of the Company. As used herein, the term "Confidential
Information" means information disclosed to or known by Executive as a
consequence of his position with the Company and not generally known in the
industry in which the Company or its subsidiaries are engaged and that in any
relates to the Company's or any of its subsidiaries' products, processes,
services, inventions (whether patentable or not), formulas, techniques or
know-how, including, but not limited to, information relating to distribution,
systems and methods, research, development, manufacturing, purchasing,
accounting, engineering, marketing, merchandising and selling. Executive
acknowledges that the release of any Confidential Information of the Company,
any of its subsidiaries or their successors to unauthorized persons would be
extremely detrimental to the Company and agrees to use its best efforts to
safeguard such Confidential Information from unauthorized persons. Upon a
Termination Event, or whenever the Company shall request, Executive shall
deliver and return promptly to the Company all tangible embodiments (including
all copies) of the Confidential Information in the possession or under the
control of Executive.
10. Successors.
a. This Agreement shall inure to the benefit of and be enforceable by
Executive and Executive's legal representative.
b. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.
c. The Company shall require any successor (whether direct or indirect,
by purchase, merger, consolidation, sale of assets or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
<PAGE>
11. Mitigation. The Company acknowledges and agrees that in the event
of a Termination Event, Executive shall not be required to mitigate the amount
of the Severance Payment by seeking other employment or otherwise.
12. Miscellaneous.
a. This Agreement shall be governed by and construed in accordance with
the laws of the state of Virginia, without reference to principles of conflict
of laws. The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect.
b. This Agreement may be amended, changed or modified only pursuant to
a written document signed by both the Company and the Executive.
c. All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to Executive:
William C. Weathersby
2 Old Mill Road
Charlottesville, Virginia 22901
If to the Company:
American Safety Razor Company
P.O. Box 500
Staunton, Virginia 24402-0500
Notices and communications shall be effective at the time they are given in the
foregoing manner.
d. The Company shall withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as may be required to be
withheld pursuant to any applicable law or regulation.
e. A party's failure to insist upon strict compliance with any
provision hereof or any other provision of this Agreement or the failure to
assert any right hereunder shall not be deemed to be a waiver of such provision
or right or any other provision or right of this Agreement.
<PAGE>
f. If any legal action or other proceeding is commenced to enforce or
interpret any provision of, or otherwise relating to this Agreement, the losing
party shall pay the prevailing party's reasonable expenses incurred in the
investigation of any claim leading to the proceeding, preparation for and
participation in the proceeding, any appeal or other post judgment motion and
any action to enforce or collect the judgment, including contempt, garnishment,
levy, discovery or bankruptcy. "Expenses" shall include, without limitation,
reasonable court or other proceeding costs and reasonable experts' and
reasonable attorneys' fees and their expenses. The phrase "prevailing party"
shall mean the party who is determined in the proceeding to have prevailed and
who prevails by dismissal, default or otherwise.
[SIGNATURES ON THE NEXT PAGE]
<PAGE>
IN WITNESS WHEREOF, the foregoing Agreement was executed on December 8,
1997.
AMERICAN SAFETY RAZOR COMPANY
By:/s/ Thomas H. Quinn
---------------------------
Thomas H. Quinn, Chairman of
the Board and Chief Executive Officer
/s/ William C. Weathersby
---------------------------
William C. Weathersby
<PAGE>
Exhibit 10.6(c)
EMPLOYMENT PROTECTION AGREEMENT
THIS EMPLOYMENT PROTECTION AGREEMENT (this "Agreement") is entered into
on December 8, 1997, by and between AMERICAN SAFETY RAZOR COMPANY, a Delaware
corporation (the "Company"), and JAMES V. HEIM, an individual ("Executive").
WITNESSETH:
WHEREAS, Executive is currently employed as the Senior Vice President-
Consumer Products of the Company;
WHEREAS, the board of directors of the Company considers it to be in
the best interests of the Company to foster the continued employment of certain
key management personnel; and
WHEREAS, the board of directors of the Company recognizes that the
possibility of the sale of the Company exists and, as a result, the board of
directors has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication to the Company of Executive as
a member of the Company's management team;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Certain Definitions. For purposes of this Agreement, the following
terms shall have the following meanings:
a. "Cause" shall mean any one of the following: (i) the conviction of
Executive of any crime or criminal offense involving monies or other property or
any felony; (ii) the breach by Executive of any of his fiduciary duties of
loyalty as an officer of the Company; (iii) the repeated and willful failure of
Executive diligently, faithfully and competently perform his duties; or (iv) the
material violation by Executive of any of the terms of any agreement with the
Company after a reasonable notice of such violation and an opportunity to cure.
b. "Change of Control" shall mean (a) the purchase or other
acquisition, pursuant to the sale process recently approved by the board of
directors of the Company, by any person(s) or entity, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (excluding, for this purpose, the Jordan Group (defined herein),
the Company or its subsidiaries or any employee benefit plan of the Company or
its subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of (i) 50% or more of the then-outstanding
shares of voting common stock of the Company, (ii) all or substantially all of
the assets of the Company or (iii) that number of shares of voting common stock
owned by the members of the Jordan Group which results in the Jordan
<PAGE>
Group beneficially owning less than three and one-half percent (3.5%) of the
then outstanding voting common stock of the Company, or (b) pursuant to such
sale process, resignation or removal of all the members of the Jordan Group from
the Board of Directors of the Company. Notwithstanding the foregoing, a sale,
spin-off, joint venture or other business combination by the Company, which
involves one or more divisions or subsidiaries of the Company and is approved by
a majority vote of the board of directors of the Company, shall not be deemed to
be a Change of Control.
c. "Effective Date" shall mean the first date on which a Change of
Control occurs. Anything in this Agreement to the contrary notwithstanding, if
Executive's employment with the Company is terminated by the Company, and such
termination: (i) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control; or (ii) otherwise arose in
connection with, or in anticipation of, a Change of Control, then for all
purposes of this Agreement the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.
d. Jordan Group" shall collectively mean Jordan Industries, Inc., The
Jordan Company, Leucadia Investors Inc., Jordan/Zalaznick Capital Corporation,
MCIT PLC and their respective partners, shareholders, direct and indirect
subsidiaries, and any other Person that directly or indirectly, through one or
more intermediaries, controls or is controlled by or is under common control
with them, and John W. Jordan II, Thomas H. Quinn, David W. Zalaznick, John R.
Lowden and Jonathan F. Boucher. For purposes of this definition, the term
"Person" shall include any single individual, any single entity and, in either
case, their "Affiliates" as that term is defined under the Exchange Act.
2. Duties. While employed by the Company, Executive shall
diligently, faithfully and competently perform the duties of the office of
Senior Vice President-Consumer Products and shall devote as much of his
productive time and abilities to the performance of such duties as is required
to accomplish such duties.
3. Compensation; Change of Control Payment.
a. While Executive is employed by the Company, the Company
will pay Executive such compensation and benefits as agreed upon from time to
time by the parties hereto.
b. In the event of a Change of Control, on an Effective Date
the Company shall pay Executive a lump sum in cash consisting of, (i) one year's
base salary (excluding benefits) at the rate in effect as of the Effective Date
and (ii) an amount equal to 100% of Executive's "target" bonus
<PAGE>
(excluding stock bonuses or stock options) for the fiscal year in which the
Change of Control occurs (items (i) and (ii) are collectively referred to as the
"Change of Control Payment"). The payments to Executive by the Company pursuant
to this Section 3(b) shall be in addition to any salary, bonus and benefits
payable to or accrued to Executive as of an Effective Date.
4. Severance Payment. Subject to Sections 5 and 6 hereof, if as of an
Effective Date (i) Executive is not hired by the Company or its successor to
serve as Senior Vice President-Consumer Products or in a similar position, or
within twenty-four months after such Effective Date, (ii) Executive's employment
is terminated by the Company or its successor for any reason other than the
voluntary termination by Executive, termination of Executive for Cause, or the
death of Executive, (iii) the location of the office where Executive is required
to perform the majority of his duties for the Company is relocated, without
Executive's consent, to a location more than 70 miles from Verona, Virginia or
(iv) without Executive's concurrence, Executive's duties as set forth in Section
2 hereof or Executive's compensation during the twenty-four months prior to an
Effective Date are materially reduced (items (i)-(iv) each being referred to as
a "Termination Event"), the Company shall pay Executive an amount equal to the
Change of Control Payment (the "Severance Payment"). All amounts payable by the
Company to Executive pursuant to this Section 4 shall be in addition to any
other amounts payable under and shall be paid, at the option of Executive, (A)
in a lump sum in cash within 10 days of the date of the Termination Event or (B)
in accordance with the payroll schedule of the Company in effect as of the date
of the Termination Event, provided, however, if prior to the full payment of the
Severance Payment, Executive becomes employed by another entity, upon
Executive's delivery of written notice to the Company of such employment, the
Company shall pay Executive a lump sum in cash equal to the unpaid amount of the
Severance Payment. Executive shall exercise his payment option by delivering
written notice to the Company within five (5) days after the date of the
Termination Event, provided, however, in the event Executive fails to deliver
such written notice, the Severance and shall be in addition to any other amounts
payable under this Agreement.
5. Release. As a condition to receiving the amounts payable under
Section 4, Executive must provide the Company with a release, satisfactory to
the Company in its reasonable discretion, of all claims, charges and causes of
action Executive may have arising out of or relating in any way to Executive's
employment by the Company and its affiliated companies and the termination of
such employment.
6. Termination. Except as may otherwise be provided under any other
written agreement between Executive and the Company, the employment of Executive
by the Company is "at will" and, prior to an Effective Date, Executive's
employment may be terminated by either Executive or the Company, in which case
Executive shall have no further rights under this Agreement and the Company
shall be released from its obligations under this Agreement. In addition, unless
a Change of Control has occurred prior thereto, this Agreement shall expire on
December 31, 2002 unless this Agreement is sooner terminated as provided for
above, in which case Executive shall
<PAGE>
have no further rights under this Agreement and the Company shall be released
from its obligations under this Agreement.
7. Restrictive Covenants. In consideration of this Agreement, Executive
agrees that for the one year period after his employment is terminated for any
reason, Executive shall not:
a. directly or indirectly, either individually or as a principal,
partner, agent, employee, employer, consultant, stockholder, joint venturer, or
investor, or as a director or officer of any corporation or association, or in
any other manner or capacity whatsoever, engage in, assist or have any active
interest in a business located anywhere in United States, Israel, Germany, the
Dominican Republic, Puerto Rico, Canada, Mexico or the United Kingdom that
manufactures or distributes razor blades, razors, cotton fiber products in the
health and beauty aids business segment, or foot care or soap products in the
health and beauty aids business segment, or that otherwise competes with or is
substantially similar in concept, design, format, or otherwise to the business
conducted by the Company and its subsidiaries on the date hereof or at any time
during the term of this covenant. Notwithstanding the above, this paragraph
shall not be construed to prohibit Executive from owning less than three percent
(3%) of the outstanding securities of a corporation which is publicly traded on
a securities exchange or over-the-counter.
b. directly or indirectly, either individually, or as a principal,
partner, agent, employee, employer, consultant, stockholder, joint venturer, or
investor, or as a director or officer of any corporation or association, or in
any other manner or capacity whatsoever, (i) divert or attempt to divert from
the Company any business with any customer or account with which Executive had
any contact or association, which was under the supervision of Executive, or the
identity of which was learned by Executive as a result of Executive's employment
with the Company, or (ii) induce any salesperson, distributor, supplier, vendor,
manufacturer, representative, agent, jobber or other person transacting business
with the Company to terminate their relationship or association with the
Company, or to represent, distribute or sell services or products in competition
with services or products of the Company, or (iii) induce or cause any employee
of the Company or its affiliates to leave the employ of the Company or any
affiliate of the Company.
8. Successors.
a. This Agreement shall inure to the benefit of and be enforceable by
Executive and Executive's legal representative.
b. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.
<PAGE>
c. The Company shall require any successor (whether direct or indirect,
by purchase, merger, consolidation, sale of assets or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
9. Miscellaneous.
a. This Agreement shall be governed by and construed in accordance with
the laws of the state of Virginia, without reference to principles of conflict
of laws. The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect.
b. This Agreement may be amended, changed or modified only pursuant to
a written document signed by both the Company and Executive.
c. All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to Executive:
James V. Heim
1420 Piper Way
Keswick, Virginia 22947
If to the Company:
American Safety Razor Company
P.O. Box 500
Staunton, Virginia 24402-0500
Notices and communications shall be effective at the time they are given in the
foregoing manner.
d. The Company shall withhold from any amounts payable under this
Agreement such Federal,
<PAGE>
state, local or foreign taxes as may be required to be withheld pursuant to any
applicable law or regulation.
e. A party's failure to insist upon strict compliance with any
provision hereof or any other provision of this Agreement or the failure to
assert any right hereunder shall not be deemed to be a waiver of such provision
or right or any other provision or right of this Agreement.
f. If any legal action or other proceeding is commenced to enforce or
interpret any provision of, or otherwise relating to this Agreement, the losing
party shall pay the prevailing party's reasonable expenses incurred in the
investigation of any claim leading to the proceeding, preparation for and
participation in the proceeding, any appeal or other post judgment motion and
any action to enforce or collect the judgment, including contempt, garnishment,
levy, discovery or bankruptcy. "Expenses" shall include, without limitation,
reasonable court or other proceeding costs and reasonable experts' and
reasonable attorneys' fees and their expenses. The phrase "prevailing party"
shall mean the party who is determined in the proceeding to have prevailed and
who prevails by dismissal, default or otherwise.
IN WITNESS WHEREOF, the foregoing Agreement was executed on December 8,
1997.
AMERICAN SAFETY RAZOR COMPANY
By:/s/ Thomas H. Quinn
---------------------------
Thomas H. Quinn, Chairman of
the Board and Chief Executive Officer
/s/ James V. Heim
---------------------------
James V. Heim
<PAGE>
Exhibit 10.6(d)
EMPLOYMENT PROTECTION AGREEMENT
THIS EMPLOYMENT PROTECTION AGREEMENT (this "Agreement") is entered into
on December 8, 1997, by and between AMERICAN SAFETY RAZOR COMPANY, a Delaware
corporation (the "Company"), and THOMAS G. KASVIN, an individual ("Executive").
WITNESSETH:
WHEREAS, Executive is currently employed as the Senior Vice President-
Finance of the Company;
WHEREAS, the board of directors of the Company considers it to be in
the best interests of the Company to foster the continued employment of certain
key management personnel; and
WHEREAS, the board of directors of the Company recognizes that the
possibility of the sale of the Company exists and, as a result, the board of
directors has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication to the Company of the Executive
as a member of the Company's management team;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Certain Definitions. For purposes of this Agreement, the following
terms shall have the following meanings:
a. "Cause" shall mean any one of the following: (i) the conviction of
Executive of any crime or criminal offense involving monies or other property or
any felony; (ii) the breach by Executive of any of his fiduciary duties of
loyalty as an officer of the Company; (iii) the repeated and willful failure of
Executive to diligently, faithfully and competently perform his duties; and (iv)
the material violation by Executive of the terms of any agreement with the
Company after a reasonable notice of such violation and an opportunity to cure.
b. "Change of Control" shall mean (a) the purchase or other
acquisition, pursuant to the sale process recently approved by the board of
directors of the Company, by any person(s) or entity, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (excluding, for this purpose, the Jordan Group (defined herein),
the Company or its subsidiaries or any employee benefit plan of the Company or
its subsidiaries), of (i) beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of the then-outstanding
shares of voting common stock of the Company, (ii) all or substantially all of
the assets of the Company or (iii) that number of shares of voting common stock
owned by the members of the Jordan Group which results in the Jordan Group
beneficially owning less than three and one-half percent (3.5%) of the then
outstanding voting common stock of the Company, or (b) pursuant to such sale
process, resignation or
<PAGE>
removal of all the members of the Jordan Group from the Board of Directors of
the Company. Notwithstanding the foregoing, a sale, spin-off, joint venture or
other business combination by the Company, which involves one or more, but not
substantially all, of the Company's divisions or subsidiaries and is approved by
a majority vote of the board of directors of the Company, shall not be deemed to
be a Change of Control.
c. "Effective Date" shall mean the first date on which a Change of
Control occurs. Anything in this Agreement to the contrary notwithstanding, if
Executive's employment with the Company is terminated by the Company and such
termination (i) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control, or (ii) otherwise arose in
connection with, or in anticipation of, a Change of Control, then for all
purposes of this Agreement the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.
d. "Jordan Group" shall collectively mean Jordan Industries, Inc., The
Jordan Company, Leucadia Investors Inc., Jordan/Zalaznick Capital Corporation,
MCIT PLC and their respective partners, shareholders, direct and indirect
subsidiaries, and any other Person that directly or indirectly, through one or
more intermediaries, controls or is controlled by or is under common control
with them, and John W. Jordan II, Thomas H. Quinn, David W. Zalaznick, John R.
Lowden and Jonathan F. Boucher. For purposes of this definition, the term
"Person" shall include any single individual, any single entity and, in either
case, their "Affiliates" as that term is defined under the Exchange Act.
2. Duties. While employed by the Company, Executive shall diligently,
faithfully and competently perform the duties of the office of Senior Vice
President-Finance and shall devote as much of his productive time and abilities
to the performance of such duties as is required to accomplish such duties.
3. Compensation; Change of Control Payment.
a. While Executive is employed by the Company, the Company will pay
Executive such compensation and benefits as agreed upon from time to time by the
parties hereto.
b. In the event of a Change of Control, on an Effective Date, the
Company shall pay Executive a lump sum in cash consisting of, (i) one year's
base salary (excluding benefits) at the rate in effect as of the Effective Date
and (ii) an amount equal to 100% of Executive's "target" bonus (excluding stock
bonuses or stock options) for the fiscal year in which the Change of Control
occurs (items (i) and (ii) are collectively referred to as the "Change of
Control Payment"). The amounts payable to Executive pursuant to this Section
3(b) shall be in addition to any salary, bonus or benefits payable to or accrued
to Executive as of an Effective Date.
<PAGE>
4. Severance Payment.
a. Subject to Sections 6 and 7 hereof, if as of an Effective Date (i)
Executive is not hired by the Company or its successor to serve as Senior Vice
President-Finance or such similar position, or within twenty-four months after
such Effective Date, (ii) Executive's employment is terminated by the Company or
its successor for any reason other than the voluntary termination by Executive,
termination of Executive for Cause, or the death of Executive, (iii) the
location of the office where Executive is required to perform the majority of
his duties for the Company is relocated, without Executive's consent, to a
location more than 70 miles from Verona, Virginia or (iv) without Executive's
concurrence, Executive's duties as set forth in Section 2 hereof or Executive's
compensation during the twenty-four months prior to an Effective Date are
materially reduced (items (i)-(iv) each being referred to as a "Termination
Event"), the Company shall pay Executive an amount equal to the Change of
Control Payment (such amount being referred to as the "Severance Payment"). All
amounts payable by the Company to Executive pursuant to this Section 4 shall be
in addition to any other amounts payable under this Agreement and shall be paid,
at the option of Executive: (A) in a lump sum in cash within 10 days of the date
of the Termination Event; or (B) in accordance with the payroll schedule of the
Company in effect as of the date of the Termination Event and, in addition,
Executive shall be entitled to continue to receive, at the Company's cost, the
Base Benefits (defined herein) he receives as of the date of the Termination
Event until such time as the Severance Payment has been paid in full, provided,
however, if prior to the full payment of the Severance Payment, Executive
becomes employed with another entity, upon Executive's delivery of written
notice informing the Company of such employment, the Company shall pay Executive
a lump sum in cash equal to the unpaid amount, if any, of the Severance Payment
and Executive shall no longer be entitled to receive the Base Benefits. As used
in this Section 4(a), "Base Benefits" shall mean life insurance, disability
insurance and health insurance. Pursuant to clause (B) of this Section 4(a),
Executive shall not be entitled to receive any benefits other than the Base
Benefits, including, but not limited to, participation in any 401(k), profit
sharing or retirement plans or the payment or reimbursement of any automobile
expenses or social club dues.
b. Executive shall exercise his payment option under Section 4(a) by
delivering written notice to the Company within five (5) days after the date of
the Termination Event, provided, however, in the event Executive fails to
deliver such written notice, the Severance Payment shall be paid in accordance
with clause A of Section 4(a).
5. Stock Options. As of the date of a Termination Event, any stock
options previously granted to Executive under any stock option plan of the
Company or any of its subsidiaries, whether or not vested, shall become
immediately exercisable. Executive shall have one year after the date of the
Termination Event to exercise such options. The provisions of the foregoing
sentence will supersede and amend any inconsistent provision in the terms of any
agreement granting stock options to Executive.
<PAGE>
6. Release. As a condition to receiving the amounts payable under
Section 4 and exercising any stock options pursuant to Section 5, Executive must
provide the Company with a release, satisfactory to the Company in its
reasonable discretion, of all claims, charges and causes of action Executive may
have arising out of or relating in any way to Executive's employment by the
Company and its affiliated companies and the termination of such employment.
7. Termination. Except as may otherwise be provided below, the
employment of Executive by the Company is "at will" and, prior to an Effective
Date, Executive's employment may be terminated by either the Executive or the
Company, in which case Executive shall have no further rights under this
Agreement (except as provided in the next sentence) and the Company shall be
released from its obligations under this Agreement. Notwithstanding the previous
sentence, if the Company shall terminate Executive's employment without Cause
within 120 days of an Effective Date, subject to the terms of Sections 6, 8 and
9, Executive shall be entitled to receive the benefit of this Agreement. This
Agreement shall expire on December 31, 2002, unless sooner terminated as
provided for above and upon such expiration, Executive shall have no further
rights under his Agreement and the Company shall be released from its
obligations under this Agreement. Notwithstanding anything to the contrary
contained in this Agreement, Sections 8 and 9 shall survive the termination or
expiration of this Agreement.
8. Restrictive Covenants. In consideration of this Agreement, Executive
agrees that for the one year period after his employment is terminated for any
reason, Executive shall not:
a. directly or indirectly, either individually or as a principal,
partner, agent, employee, employer, consultant, stockholder, joint venturer, or
investor, or as a director or officer of any corporation or association, or in
any other manner or capacity whatsoever, engage in, assist or have any active
interest in a business located anywhere in United States, Israel, Germany, the
Dominican Republic, Puerto Rico, Canada, Mexico or the United Kingdom that
manufactures or distributes razor blades, razors, cotton fiber products in the
health and beauty aids business segment, or foot care or soap products in the
health and beauty aids business segment, or that otherwise competes with or is
substantially similar in concept, design, format, or otherwise to the business
conducted by the Company and its subsidiaries on the date hereof or at any time
prior to the date on which Executive's employment is terminated. Notwithstanding
the above, this paragraph shall not be construed to prohibit Executive from
owning less than three percent (3%) of the outstanding securities of a
corporation which is publicly traded on a securities exchange or
over-the-counter.
b. directly or indirectly, either individually, or as a principal,
partner, agent, employee, employer, consultant, stockholder, joint venturer, or
investor, or as a director or officer of any corporation or association, or in
any other manner or capacity whatsoever, (i) divert or attempt to divert from
the Company any business with any customer or account with which Executive had
any contact or association, which was under the supervision of Executive, or the
identity of which was learned by Executive as a result of Executive's employment
with the Company, or (ii) induce
<PAGE>
any salesperson, distributor, supplier, vendor, manufacturer, representative,
agent, jobber or other person transacting business with the Company to terminate
their relationship or association with the Company, or to represent, distribute
or sell services or products in competition with services or products that are
provided by or produced by the Company at any time prior to the date on which
Executive's employment is terminated, or (iii) induce or cause any employee of
the Company or its affiliates to leave the employ of the Company or any
affiliate of the Company.
9. Non-Disclosure. Executive shall not at any time or in any manner,
directly or indirectly, use or disclose to any party other than the Company, it
subsidiaries or their successors any trade secrets or other confidential
information (defined herein) learned or obtained by him while a stockholder or
officer of the Company. As used herein, the term "Confidential Information"
means information disclosed to or known by Executive as a consequence of his
position with the Company and not generally known in the industry in which the
Company or its subsidiaries are engaged and that in any relates to the Company's
or any of its subsidiaries' products, processes, services, inventions (whether
patentable or not), formulas, techniques or know-how, including, but not limited
to, information relating to distribution, systems and methods, research,
development, manufacturing, purchasing, accounting, engineering, marketing,
merchandising and selling. Executive acknowledges that the release of any
Confidential Information of the Company, any of its subsidiaries or their
successors to unauthorized persons would be extremely detrimental to the Company
and agrees to use its best efforts to safeguard such Confidential Information
from unauthorized persons. Upon a Termination Event, or whenever the Company
shall request, Executive shall deliver and return promptly to the Company all
tangible embodiments (including all copies) of the Confidential Information in
the possession or under the control of Executive.
10. Successors.
a. This Agreement shall inure to the benefit of and be enforceable by
Executive and Executive's legal representative.
b. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.
c. The Company shall require any successor (whether direct or indirect,
by purchase, merger, consolidation, sale of assets or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
<PAGE>
11. Mitigation. The Company acknowledges and agrees that in the event
of a Termination Event, Executive shall not be required to mitigate the amount
of the Severance Payment by seeking other employment or otherwise.
12. Miscellaneous.
a. This Agreement shall be governed by and construed in accordance with
the laws of the state of Virginia, without reference to principles of conflict
of laws. The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect.
b. This Agreement may be amended, changed or modified only pursuant to
a written document signed by both the Company and the Executive.
c. All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to Executive:
Thomas G. Kasvin
2400 Shady Spring Drive
Charlottesville, Virginia 22901
If to the Company:
American Safety Razor Company
P.O. Box 500
Staunton, Virginia 24402-0500
Notices and communications shall be effective at the time they are given in the
foregoing manner.
d. The Company shall withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as may be required to be
withheld pursuant to any applicable law or regulation.
e. A party's failure to insist upon strict compliance with any
provision hereof or any other provision of this Agreement or the failure to
assert any right hereunder shall not be deemed to be a waiver of such provision
or right or any other provision or right of this Agreement.
<PAGE>
f. If any legal action or other proceeding is commenced to enforce or
interpret any provision of, or otherwise relating to this Agreement, the losing
party shall pay the prevailing party's reasonable expenses incurred in the
investigation of any claim leading to the proceeding, preparation for and
participation in the proceeding, any appeal or other post judgment motion and
any action to enforce or collect the judgment, including contempt, garnishment,
levy, discovery or bankruptcy. "Expenses" shall include, without limitation,
reasonable court or other proceeding costs and reasonable experts' and
reasonable attorneys' fees and their expenses. The phrase "prevailing party"
shall mean the party who is determined in the proceeding to have prevailed and
who prevails by dismissal, default or otherwise.
[SIGNATURES ON THE NEXT PAGE]
<PAGE>
IN WITNESS WHEREOF, the foregoing Agreement was executed on December 8,
1997.
AMERICAN SAFETY RAZOR COMPANY
By:/s/ Thomas H. Quinn
---------------------------
Thomas H. Quinn, Chairman of
the Board and Chief Executive Officer
/s/ Thomas G. Kasvin
---------------------------
Thomas G. Kasvin
<PAGE>
Exhibit 21
LIST OF SUBSIDIARIES OF THE REGISTRANT (1):
Subsidiary
ACME Chaston Puerto Rico, Inc.
American Safety Razor Corporation
American Safety Razor of Canada Limited
ASR Holdings, Inc.
Bond Blades International, Ltd.
The Hewitt Soap Company, Inc.
Industrias Manufactureras ASR de Puerto Rico, Inc.
Megas Beauty Care, Inc.
Personna International de Mexico, S.A. de C.V.
Personna International Limited
Personna International UK Limited
Personna International (Deutschland) GmbH
Personna International de Puerto Rico, Inc.
Valley Park Realty, Inc.
(1) Each subsidiary is 100% owned by the Company or certain of its subsidiaries.
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
American Safety Razor Company and subsidiaries on Form S-8 (File No. 33-73982)
of our report dated February 4, 1998, on our audits of the consolidated
financial statements and financial statement schedule of American Safety Razor
Company and subsidiaries as of December 31, 1997 and 1996, and for the years
December 31, 1997, 1996, and 1995, which report is included in the Annual Report
on Form 10-K.
Coopers and Lybrand L.L.P.
Richmond, Virginia
April 7, 1998
<TABLE> <S> <C>
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<LEGEND>
This schedule contains summary financial information extracted from the
financial statements included in the Form 10-K of American Safety Razor Company
for the year ended December 31, 1997, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
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<NAME> AMERICAN SAFETY RAZOR COMPANY
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<RECEIVABLES> 48738
<ALLOWANCES> 3461
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<CURRENT-ASSETS> 103308
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<DEPRECIATION> 41706
<TOTAL-ASSETS> 254081
<CURRENT-LIABILITIES> 38572
<BONDS> 121505
0
0
<COMMON> 121
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<TOTAL-LIABILITY-AND-EQUITY> 254081
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This restated financial data schedule contains summary financial information
extracted from the financial statements included in the Form 10-Q of American
Safety Razor Company for the quarter ended September 30, 1997 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000750339
<NAME> AMERICAN SAFETY RAZOR COMPANY
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
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<PERIOD-TYPE> 9-MOS
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<COMMON> 121
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<INCOME-TAX> 6842
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<EPS-PRIMARY> .86
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</TABLE>
