UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
___________________
American Safety Razor Company
(Name of Subject Company)
J.W. Childs Equity Partners II, L.P.
RSA Holdings Corp. of Delaware
RSA Acquisition Corp.
(Bidders)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
029362100
(CUSIP Number of Class of Securities)
Adam Suttin
J.W. Childs Equity Partners II, L.P.
One Federal Street
Boston, MA 02110
(617) 753-1100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
Mario A. Ponce, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-2000
<PAGE>
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on February 22, 1999 and amended and supplemented
with an Amendment No. 1 filed on March 19, 1999 (as amended and supplemented,
the "Schedule 14D-1"), relating to the offer by RSA Acquisition Corp., a
Delaware corporation (the "Purchaser") and a wholly owned subsidiary of RSA
Holdings Corp. of Delaware, a Delaware corporation (the "Parent"), to
purchase all outstanding shares of Common Stock, $0.01 par value per share
(the "Shares"), of American Safety Razor Company, a Delaware corporation (the
"Company"), at a purchase price of $14.125 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated February 22, 1999 and amended March
19, 1999 (the Offer to Purchase), and in the related Letter of Transmittal
(which, together with the Offer to Purchase, as amended from time to time,
constitute the "Offer"). RSA Holdings Corp. of Delaware is a wholly owned
subsidiary of J.W. Childs Equity Partners II, L.P. Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the
meanings assigned to them in the Schedule 14D-1.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On April 1, 1999, J.W. Childs Equity Partners II, L.P. issued a press
release with the Company announcing that it has extended the period during
which the Offer will remain open to 12:00 midnight, New York City time, on
Thursday, April 8, 1999. Accordingly, the Expiration Date shall be 12:00
midnight on Friday, April 8, 1999 unless the Offer is further extended. The
full text of the press release is set forth in Exhibit 11(a)(10) and is
incorporated herein by reference.
Item 10. Additional Information.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 2 under Item 5 is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to add the following:
(a)(10) Press release issued by J.W. Childs Equity Partners II,
L.P. and American Safety Razor Company on April 1, 1999.
<PAGE>
<PAGE>
SIGNATURE
After due 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.
RSA Holdings Corp. of Delaware
By: /s/ B. Lane MacDonald
Name: B. Lane MacDonald
Title: Vice President and Secretary
RSA Acquisition Corp.
By: /s/ B. Lane MacDonald
Name: B. Lane MacDonald
Title: Vice President and Secretary
J.W. Childs Equity Partners II, L.P.
By: J.W. Childs Advisors II, L.P.
its general partner
By: J.W. Childs Associates, L.P.
its general partner
By: J.W. Childs Associates, Inc.
its general partner
By: /s/ Dana L. Schmaltz
Name: Dana L. Schmaltz
Title: Vice President
Date: April 2, 1999
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Page
No. Description No.
11(a)(10) Press release issued by J.W. Childs Equity
Partners II, L.P. and American Safety Razor
Company on April 1, 1999 . . . . . . . . . . . . . . . . . .
<PAGE>
<PAGE>
FOR IMMEDIATE RELEASE
J.W. CHILDS AND AMERICAN SAFETY RAZOR COMPANY EXTEND TENDER OFFERS THROUGH
APRIL 8, 1999
Verona, Virginia, April 1, 1999--J.W. Childs Equity Partners
II, L.P. today announced that RSA Acquisition Corp. has extended the period
during which its tender offer for shares of American Safety Razor Company
common stock will remain open to 12:00 midnight, New York City Time, on
Thursday, April 8, 1999. American Safety Razor Company 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 5:00 P.M., New York
City time, on Thursday, April 8, 1999.
As of the close of business on March 31, 1999, approximately
10.1 million shares of American Safety Razor Company common stock had been
validly tendered in connection with the equity tender offer and as of March
31, 1999, approximately $9.7 million of Notes had been 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 (Registered Trademark), GEM (Registered Trademark), Flicker
(Registered Trademark), LegMate (Registered Trademark), Bump Fighter
(Registered Trademark), Treet (Registered Trademark), GEM Blue Star
(Registered Trademark), Pal (Registered Trademark), MBC (Trademark), and
Burma Shave (Trademark). 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 (Registered
Trademark), ACCO (Registered Trademark), and Crystal (Registered Trademark).
The Company is also a leading manufacturer of premium and value-priced blades
and bladed hand tools, sold primarily under the Persona (Registered
Trademark), American Line (Trademark), and Ardell (Trademark) 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.
####
