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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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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
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This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on February 22, 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 $14.20 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 (as amended and
supplemented, 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 3. Past Contacts, Transactions or Negotiations with the Subject
Company.
Item 3(a) and (b) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
On April 23, 1999, J.W. Childs Equity Partners II, L.P. issued a press
release announcing that RSA Acquisition Corp. has 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 11,843,748 shares
of American Safety Razor Company stock were validly tendered and accepted for
payment (including approximately 451,737 shares tendered pursuant to
guaranteed delivery procedures), representing approximately 97.8% of the
outstanding shares of the Company. Payment for the tendered shares will be
made by the Depositary. Following completion of the Offer, there remain
approximately 266,601 American Safety Razor Company shares outstanding. RSA
Acquisition Corp. and American Safety Razor Company intend to complete the
Merger pursuant to which RSA Acquisition Corp. will acquire these remaining
shares for $14.20 per share. The Merger is expected to be completed within
the next 75 days.
On April 23, 1999, Parent, Purchaser and the Company entered into a
Second Amendment (the "Second Amendment") to the Agreement and Plan of Merger
dated as of February 22, 1999, as amended pursuant to an Amendment Agreement
dated as of April 8, 1999 (such Agreement, as amended by the Amendments
thereto the, "Merger Agreement"). The Second Amendment amends the Merger
Agreement to provide that prior to the Effective Time (as defined in the
Merger Agreement), the Board (as defined in the Merger Agreement) shall
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always have at least one member who is not a Purchaser Insider (as defined in
the Merger Agreement). The Second Amendment also amends certain provisions
relating to the Option Plan (as defined in the Merger Agreement) to provide
that, among other things, except to the extent that Parent, Purchaser and the
holder of any such Option (as defined in the Merger Agreement) otherwise
agree, as soon as practicable following closing of the Offer (and in any
event by April 30, 1999), the Company shall pay to such holders of Options an
amount in respect thereof equal to the product of (i) the excess of the Share
Offer Price (as defined in the Merger Agreement) over the exercise price
thereof and (2) the number of Common Shares (as defined in the Merger
Agreement) subject thereto (such payment to be net of taxes required by law
to be withheld with respect thereto). The Company shall also use its
reasonable best efforts to take all such action as is necessary prior to the
Effective Time to terminate the Option Plan, so that on and after the
Effective Time no current or former employee or director shall have any
Option to purchase shares of common stock or any other equity interest in the
Company under the Option Plan.
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:
The information provided in this Amendment No. 5 under Item 3 is
incorporated herein by reference.
Item 6. Interest in Securities of the Subject Company.
Item 6(a) and (b) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
The information provided in this Amendment No. 5 under Item 3 is
incorporated herein by reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with
Respect to the Subject Company's Securities.
Item 7 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 5 under Item 3 is
incorporated herein by reference.
Item 10. Additional Information.
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Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 5 under Item 3 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)(13) Press release issued by J.W. Childs Equity Partners II,
L.P. on April 23, 1999.
(c)(4) Second Amendment Agreement, dated as of April 23, 1999, by
and among the Parent, the Purchaser and the Company
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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/ Adam L. Suttin
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Name: Adam L. Suttin
Title: President
RSA Acquisition Corp.
By:/s/ Adam L. Suttin
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Name: Adam L. 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 L. Suttin
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Name: Adam L. Suttin
Title: Vice President
Date: April 23, 1999
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EXHIBIT INDEX
Exhibit Page
No. Description No.
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11(a)(13) Press release issued by J.W. Childs Equity
Partners II, L.P. on April 23, 1999.................
11(c)(4) Second Amendment Agreement, dated as of April 23,
1999, by and among the Parent, the Purchaser and
the Company.........................................
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Exhibit 11(a)(13)
APRIL 23, 1999
FOR IMMEDIATE RELEASE
J.W. CHILDS ANNOUNCES COMPLETION OF
TENDER OFFER FOR AMERICAN SAFETY RAZOR COMPANY STOCK
Boston, Massachusetts (April 23, 1999)- J.W. Childs Equity Partners II, L.P.
today announced that RSA Acquisition Corp., an affiliate of J.W. Childs, has
completed its $14.20 per share cash tender offer for all outstanding shares
of American Safety Razor Company (NASD:RAZR). The offer expired, as
scheduled, at 2:00 p.m., New York City time, on April 23, 1999. J.W. Childs
said that, based on a preliminary count from the depositary for the offer,
approximately 11,843,748 shares of American Safety Razor Company stock were
validly tendered and accepted for payment (including approximately 451,737
shares tendered pursuant to guaranteed delivery procedures), representing
approximately 97.8% of the outstanding shares of American Safety Razor.
Payment for the tendered shares will be made by Continental Stock Transfer &
Trust Company, the depositary for the offer.
Following completion of the offer, there remain approximately 266,601
American Safety Razor shares outstanding. RSA Acquisition Corp. and American
Safety Razor intend to complete a merger transaction pursuant to which RSA
Acquisition Corp. will acquire these remaining shares of American Safety
Razor for $14.20 per share. The merger is expected to be completed within
the next 75 days.
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 blades 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 Personna (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.
Exhibit 11(c)(4)
SECOND AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of April 23,1999, by and among RSA
Holdings Corp. of Delaware, a Delaware corporation ("Parent"), RSA
Acquisition Corp., a Delaware corporation and a subsidiary of Parent
("Purchaser"), and American Safety Razor Company, a Delaware corporation (the
"Company").
WHEREAS, the parties have entered into an Agreement and Plan of
Merger dated as of February 12, 1999, as amended pursuant to an Amendment
Agreement, dated as of April 8, 1999 (the "Agreement");
WHEREAS, the parties wish to amend certain provisions of the
Agreement; and
WHEREAS, Section 8.04 of the Agreement provides in relevant part
that at any time before any approval of the Agreement by the stockholders of
the Company, the Company, Parent and Purchaser may amend the Agreement by
written agreement signed on behalf of all the parties.
NOW, THEREFORE, in consideration of the foregoing and other good
and valuable consideration, the receipt of which is hereby acknowledged,
Parent, Purchaser and the Company hereby agree as follows:
1. Terms not specifically defined herein shall have the meanings
set forth in the Agreement.
2. The third recital is amended by deleting the phrase "pursuant
to the Merger (as defined)".
3. Section 1.03(a) is hereby amended by deleting the proviso at
the end of the first sentence of Section 1.03(a) in its entirety, and
replacing it with the following:
"provided, however, that prior to the Effective Time (as
defined in Section 2.02), the Board shall always have at least one
member who is neither an officer, director, stockholder or designee
of the Purchaser or any of its affiliates ("Purchaser Insiders").
4. Section 2.09 is hereby deleted in its entirety and replaced
with the following:
"SECTION 2.09 Company Option Plan. Parent and the Company
shall take all actions necessary so that, as soon as practicable
following closing of the Offer (and in any event, by April 30,
1999), (A) each outstanding option to purchase Common Shares (an
"Option") granted under the American Safety Razor Company Stock
Option Plan (the "Option Plan"), whether or not then exercisable or
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vested, shall become fully exercisable and vested, (B) each Option
which is then outstanding shall be canceled and (C) in
consideration of such cancellation, and except to the extent that
Parent or the Purchaser and the holder of any such Option otherwise
agree, as soon as practicable following closing of the Offer (and
in any event by April 30, 1999), the Company shall pay to such
holders of Options an amount in respect thereof equal to the
product of (1) the excess of the Share Offer Price over the
exercise price thereof and (2) the number of Common Shares subject
thereto (such payment to be net of taxes required by law to be
withheld with respect thereto). The Company will, prior to the
payments to the Optionholders pursuant to this Section 2.09,
provide to the Purchaser a schedule setting forth each Option,
Optionholder and such taxes, if any, required to be withheld with
regard to any particular Options. Subject to the foregoing, the
Company shall use its reasonable best efforts to take all such
action as is necessary prior to the Effective Time to terminate the
Option Plan so that on and after the Effective Time no current or
former employee or director shall have any Option to purchase
shares of common stock or any other equity interest in the Company
under the Option Plan. Subject to the foregoing, the Company shall
use its reasonable best efforts to obtain any consents as may be
necessary to release the Company from any liability in respect of
any Options."
5. This Amendment Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same Agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other parties.
6. This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to conflicts
of law principles thereof.
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IN WITNESS WHEREOF, each of Parent, Purchaser and the Company has
caused this Amendment Agreement to be signed by its respective officers
thereunto duly authorized, all as of the date first written above.
AMERICAN SAFETY RAZOR COMPANY
By: /s/ Jonathan Boucher
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Name: Jonathan Boucher
Title:
RSA HOLDINGS CORP. OF DELAWARE
By: /s/ Adam L. Suttin
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Name: Adam L. Suttin
Title: President
RSA ACQUISITION CORP.
By: /s/ Adam L. Suttin
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Name: Adam L. Suttin
Title: President
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