SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 1, 1999
(Date of earliest event reported)
AMERICAN SAFETY RAZOR COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21952 54-1050207
(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
P.O. Box 500, Staunton, VA 24402-0500
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code:
(540) 248-8000
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Item 5. Other Events.
The merger (the "Merger") of RSA Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of RSA Holdings Corp. of Delaware,
with and into American Safety Razor Company, a Delaware corporation, became
effective at 5:00 p.m. at July 1, 1999. For additional information regarding
the Merger, see Exhibit 99.1 hereto, which is hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 99.1 American Safety Razor Company Press Release, dated
July 1, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN SAFETY RAZOR COMPANY
By: /s/ James Murphy
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Name: James Murphy
Title: Chief Executive Officer/President
Dated: July 8, 1999
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EXHIBIT 99.1
JULY 1, 1999
FOR IMMEDIATE RELEASE
J.W. CHILDS COMPLETES MERGER WITH
AMERICAN SAFETY RAZOR COMPANY
Boston, MA (July 1, 1999) - J.W. Childs Equity Partners II, L.P. announced
today that RSA Holdings Corp. of Delaware, an affiliate of J.W. Childs,
completed the merger of American Safety Razor Company (OTCBB:RAZR) ("ASR") on
July 1, 1999.
The merger was the second step in a two-step acquisition. The first step, a
cash tender offer for all the outstanding shares of ASR at $14.20 per share,
was completed on April 23, 1999. As a result of the merger, ASR is now a
wholly owned subsidiary of RSA Holdings Corp. of Delaware.
The merger results in the automatic conversion of the remaining ASR shares
into the right to receive $14.20 per former ASR share.
American Safety Razor Company is the leading manufacturer of high-quality,
value-priced shaving products sold in the United States and internationally.
The Company's consumer shaving products are marketed under most major
domestic and international retailers' private brand names as well as American
Safety Razor's own brands: Persona , Acti-Flexx , MBC , Tri-Flexxx , Gem ,
Flick , Bump Fighter , and Burma Shave . In addition, ASR manufactures and
markets industrial, specialty and medical blades for private brands and under
the Personna , ASR , Ardell , and American Line brands, ASR also manufactures
cotton swabs, cotton balls, cosmetic puffs and foot care items which are also
sold under retailers' private brand names as well as brands such as Megas ,
Crystal , and ACCO . ASR's Hewitt Soap Division manufactures premium-quality
custom bar soaps for cosmetic/skin care, pharmaceutical and department store
markets.
Founded in 1875, American Safety Razor Company is headquartered in the
Shenandoah Valley of Virginia and has manufacturing facilities in Virginia,
Tennessee, Ohio, Missouri, Indiana, Connecticut, Puerto Rico, Mexico and Israel.
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