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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act
of 1934, Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of RSA Holdings Corp. of Delaware
Reporting Person* (Last) (First) (Middle)
c/o J.W. Childs Equity Partners II, L.P.
One Federal Street
(Street)
Boston Massachusetts 02110
(City) (State) (Zip)
2. Date of Event 2/12/99
Requiring Statement
(Month/Day/Year)
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
4. Issuer Name and Ticker American Safety Razor Company Symbol: RAZR
or Trading Symbol
5. Relationship of Director X 10% Owner
Reporting Person(s) to Officer (give Other (specify
Issuer title below) below)
(Check all
applicable)
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6. If Amendment, Date of
Original
(Month/Day/Year)
7. Individual or X Form filed by One Reporting Person
Joint/Group Filing Form filed by More than One Reporting
(Check Applicable Person
Line)
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FORM 3 (continued)
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities No Securities beneficially owned. See attachment.
Beneficially Owned
(Instr. 4)
3. Ownership Form:
Direct (D) or Indirect
(I) (Instr. 5)
4. Nature of Indirect
Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
(Over)
SEC 1473 (7-96)
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Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Date Exercisable Expiration Date
Expiration Date
(Month/Day/Year)
3. Title and Amount of Title Amount or
Securities Underlying Number of
Derivative Security Shares
(Instr. 4)
4. Conversion or Exercise Price
of Derivative Security
5. Ownership Form of Derivative
Security: Direct (D) or
Indirect (I)
(Instr. 5)
6. Nature of Indirect
Beneficial Ownership
(Instr. 5)
/s/ B. Lane MacDonald 2/23/99
_______ _______________________ ______________
**Signature of Reporting Person Date
Explanation of Responses:
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space provided is insufficient, See Instruction 6 for
procedure.
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Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB Number.
SEC 1473 (7-96)
Page 5 of 6
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FORM 3 (continued)
Attachment to Form 3
Reporting Person: RSA Holdings Corp. of Delaware
Address: c/o J.W. Childs Equity Partners II, L.P.
One Federal Street
Boston, MA 02110
Issuer and Ticker Symbol: American Safety Razor Company (RAZR)
Date of Event Requiring Statement: 2/12/99
RSA Acquisition Corp. ("Acquisition") entered into a Shareholders Agreement
(the "Agreement"), dated as of February 12, 1999, among Acquisition, the
Reporting Person (owner of 100% of the capital stock of Acquisition)
and certain stockholders of American Safety Razor Company (the "Stockholders")
pursuant to which each Stockholder irrevocably appointed Acquisition the
lawful agent, attorney and proxy of such Stockholder, during the term of the
Agreement, at any meeting of the Company's Stockholders or in connection with
any written consent of the Company's stockholders to vote shares of common
stock, par value $.01 per share, of the Company held of record or beneficially
owned by such Stockholder (2,311,654 shares in the aggregate are held of
record or beneficially owned by all the Shareholders, collectively the
"Shares") and as a result of such Agreement, Acquisition may be deemed to
be, for purposes of Section 16 of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), a beneficial owner of such Shares, provided
however, that Acquisition expressly disclaims any pecuniary interest in
such Shares. As the sole shareholder of Acquisition, the Reporting Person
may be deemed, for purposes of Section 16 of the Exchange Act, to be the
beneficial owner of any Shares deemed to be beneficially owned by Acquisition
and therefore may be deemed to be a "ten percent beneficial owner" for
purposes of Section 16 of the Exchange Act. The Reporting Person expressly
disclaims any pecuniary interest in such Shares.
SEC 1473 (7-96)
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