UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(D)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
--------------------------
AMERICAN SAFETY RAZOR COMPANY
(Name of Subject Company)
AMERICAN SAFETY RAZOR COMPANY
(Name of Person Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
029362100
(Cusip Number of Class of Securities)
THOMAS H. QUINN
Chairman & Chief Executive Officer
One Razor Blade Lane
P.O. Box 500
Verona, Virginia 24482-0500
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of Person Filing Statement)
WITH COPIES TO:
JAMES B. CARLSON, ESQ.
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019
(212) 506-2500
<PAGE>
This Amendment No. 1 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of American Safety Razor
Company (the "Company"), a Delaware Corporation (the "Company"), filed with the
Securities and Exchange Commission on February 22, 1999 (the "Schedule 14D-9"),
with respect to the tender offer made by RSA Acquisition Corp. ("Purchaser"), a
wholly-owned subsidiary of RSA Holdings Corp. of Delaware ("Parent"), to
purchase all of the issued and outstanding common stock, $.01 par value per
share, of the Company (the "Shares") held by the stockholders of the Company
(the "Stockholders"), at a price of $14.125 per share, net to the Stockholders
in cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated February 22, 1999 (the "Offer") and in
the related Letter of Transmittal (which together with any amendments or
supplements thereto constitute the "Offer Documents").
Capitalized terms used but not defined herein have the meanings given
such terms in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
On April 9, 1999, J.W. Childs Equity Partners II, L.P. issued a press
release with the Company announcing that RSA Acquisition Corp. has increased the
purchase price for the Shares from $14.125 to $14.20 per share, net to the
Stockholders in cash, without interest thereon. In addition, RSA Acquisition
Corp. has extended the period during which the Offer will remain open to 2:00
p.m., New York City time, Friday, April 23, 1999. Accordingly, the Expiration
Date shall be 2:00 p.m., New York City time, Friday, April 23, 1999. The press
release also announced that the Company has extended the period during which its
offer to purchase all of its outstanding 9 7/8% Series B Senior Notes due 2005
will remain open to 2:00 p.m., New York City time, Monday, April 26, 1999. As of
the close of business on April 6, 1999, approximately 11.2 million shares of the
Company had been validly tendered and approximately $6.7 million Notes has been
validly tendered in connection with the debt tender offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended and supplemented to add the following:
(a)(9) Press Release issued by the J.W. Childs Equity Partners II, L.P.
and the Company on April 9, 1999.
<PAGE>
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.
AMERICAN SAFETY RAZOR COMPANY
By: /s/ William C. Weathersby
Name: William C. Weathersby
Title: President
Date: April 9, 1999
Exhibit (a)(9)
J. W. CHILDS AND AMERICAN SAFETY RAZOR COMPANY EXTEND
TENDER OFFERS THROUGH APRIL 23 AND APRIL 26, 1999
AND INCREASE EQUITY TENDER PRICE
Verona, Virginia (April 9, 1999)--J. W. Childs Equity Partners II, L.P. today
announced that RSA Acquisition Corp. has increased the purchase price for shares
of American Safety Razor Company (Nasdaq:RAZR) common stock tendered by the
holders thereof in response to RSA Acquisition Corp.'s tender offer for the
common stock from $14.125 to $14.20 per share and has extended the period during
which its tender offer for shares of American Safety Razor Company common stock
will remain open to 2:00 p.m., New York City time, on Friday, April 23, 1999.
The price increase and extension were made pursuant to an amendment to the
Agreement and Plan of Merger, dated as of February 12, 1999, between the
Company, RSA Holdings Corp. of Delaware and RSA Acquisition Corp. entered into
on April 8, 1999 by the parties.
In connection with the extension of the equity tender offer, American Safety
Razor announced that it has extended the period during which its offer to
purchase all of its outstanding 9 7/8% Series B Senior Notes due 2005 will
remain open to 2:00 p.m., New York City time, on Monday, April 26, 1999.
As of the close of business on April 6, 1999, approximately 11.2 million shares
of American Safety Razor Company common stock had been validly tendered in
connection with the equity tender offer and approximately $6.7 million of Notes
had been validly tendered in connection with the debt tender offer.
American Safety Razor Company is the leading manufacturer of private-brand and
value-priced shaving blades and razors in the United States. The Company's
shaving blade and razor products are sold under retailers' private-brand names
as well as American Safety Razor's own brands: Personna(R), GEM(R), Flicker(R),
LegMate(R), Bump Fighter(R), Treet(R), GEM Blue Star(R), Pal(R), MBC(TM), and
Burma Shave(TM). The Company also manufactures cotton swabs, cotton balls and
puffs, and foot care items which are sold under retailers' private-brand names
as well as its own value-priced brands, Megas(R), ACCO(R), and Crystal(R). The
Company is also a leading manufacturer of premium and value-priced blades and
bladed hand tools, sold primarily under the Personna(R), American Line(TM), and
Ardell(TM) brand names, as well as bar soaps for the cosmetic/skin care,
pharmaceutical, and department store markets. In addition to its consumer
products, American Safety Razor manufactures and markets industrial and
specialty and medical blades.
