SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)1
American Safety Razor Company
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(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
029362100
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(CUSIP Number)
Adam Suttin
J.W. Childs Equity Partners II, L.P.
One Federal Street
Boston, MA 02110
(617) 753-1100
with a copy to:
Mario A. Ponce, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 23, 1999
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box .
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
<PAGE>
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 029362100 Page 2 of 6 Pages
--- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.W. Childs Equity Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC, BK, WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER*
NUMBER OF 11,802,983
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 11,802,983
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
11,802,983
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
97.5% (based on 12,110,049 outstanding)
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 029362100 Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RSA Holdings Corp. of Delaware
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC, BK, WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER*
NUMBER OF 11,802,983
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 11,802,983
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
11,802,983
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
97.5% (based on 12,110,049 outstanding)
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 029362100 Page 4 of 6 Pages
--- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RSA Acquisition Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC, BK, WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER*
NUMBER OF 11,802,983
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 11,802,983
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
11,802,983
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
97.5% (based on 12,110,049 outstanding)
14 TYPE OF REPORTING PERSON
CO
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This Statement on Schedule 13D relating to the Common Stock, par
value $0.01 per share, (the "Common Shares") of American Safety Razor Company
(the "Issuer"), as previously filed on February 22, 1999 by RSA Acquisition
Corp., RSA Holdings Corp. of Delaware and J.W. Childs Equity Partners II,
L.P. is hereby amended and supplemented with respect to the items set forth
below. Capitalized terms used herein without definition have the meanings
ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The financing of the acquisition of the Common Shares is comprised of
(i) approximately $90 million in equity investment contributions made by JWCP
or one of its affiliates, to the Parent (the "Equity Investment"), (ii)
approximately $65.8 million of borrowings by the Company pursuant to a senior
secured credit facility (the "New Credit Facility") with a group of financial
institutions led by NationsBank, N.A., NationsBanc Montgomery securities LLC
and DLJ Capital Funding, Inc. which facility provides for aggregate
commitments of up to $190 million and (iii) approximately $55 million of
unsecured, pay-in-kind subordinated debt issued by the Parent to JWCP or one
of its affiliates (the "JWC Note").
Item 4. Purpose of Transaction
On April 23, 1999, RSA Acquisition Corp. completed its $14.20 per share
cash tender offer for all outstanding shares of American Safety Razor
Company. The offer expired, as scheduled, at 2:00 p.m., New York City time,
on April 23, 1999. Based on information provided by the Continental Stock
Transfer & Trust Company (the "Depositary"), approximately 11,802,983 shares
of American Safety Razor Company stock were validly tendered and accepted for
payment, representing approximately 97.5% of the outstanding shares of the
Company. RSA Acquisition Corp. and American Safety Razor Company intend to
complete the Merger pursuant to which RSA Acquisition Corp. will acquire the
remaining shares for $14.20 per share.
Item 5. Interest in Securities of the Issuer
On April 23, 1999, RSA Acquisition Corp. acquired approximately
11,802,983 Common Shares, representing approximately 97.5% of the outstanding
Common Shares. RSA Acquisition Corp. and American Safety Razor Company
intend to complete the Merger pursuant to which RSA Acquisition Corp. will
acquire the remaining shares for $14.20 per share.
<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.
May 3, 1999
RSA Holdings Corp. of Delaware
By: /s/ Adam Suttin
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Name: Adam Suttin
Title: President
RSA Acquisition Corp.
By: /s/ Adam Suttin
------------------------------
Name: Adam Suttin
Title: President
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/ Adam Suttin
------------------------
Name: Adam L. Suttin
Title: Vice President
