UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
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. 1 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
$14.125 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 (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 March 19, 1999, J.W. Childs Equity Partners II, L.P. issued a
press release with the Company announcing that RSA Acquisition Corp.
has extended the period during which the Offer will remain open to 5:00 P.M.,
New York City time, on Friday, April 2, 1999. Accordingly, the Expiration
Date shall be 5:00 P.M. on Friday, April 2, 1999 unless the Offer is
further extended. The press release also announced that J. W. Childs
Equity Partners II, L.P. had received early termination of the waiting
period under the Hart-Scott-Rodino Act relating to the Offer. The full
text of the press release is set forth in Exhibit 11(a)(9) and is
incorporated herein by reference.
Item 10. Additional Information.
Items 10(b), (c), (d) and (f) of the Schedule 14D-1 are hereby
amended and supplemented as follows:
The information provided in this Amendment No. 1 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)(9) Press release issued by J.W. Childs Equity Partners
II, L.P. and American Safety Razor Company on March 19, 1999.
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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 Suttin
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 Suttin
Title: Vice President
Date: March 19, 1999
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EXHIBIT INDEX
Exhibit Page
No. Description No.
11(a)(9) Press release issued by J.W. Childs Equity Partners II, L.P.
and American Safety Razor Company on March 19, 1999
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Exhibit 11(a)(9)
FOR IMMEDIATE RELEASE
J.W. CHILDS AND AMERICAN SAFETY RAZOR COMPANY EXTEND TENDER OFFERS AND
ANNOUNCE HART-SCOTT-RODINO ACT CLEARANCE
Verona, VA, (March 19, 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 5:00 P.M., New York City Time ,
on Friday, April 2, 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 Tuesday, April 6, 1999.
As of the close of business on March 18, 1999,
approximately 6.6 million shares of American Safety Razor Company common
stock had been validly tendered in connection with the equity tender
offer and as of March 17, 1999, approximately $9.1 million of Notes
had been tendered in connection with the debt tender offer.
J.W. Childs also announced today that it had received
early termination of the waiting period under the Hart-Scott-Rodino Act
relating to its proposed purchase of shares of American Safety Razor
Company under its pending 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 blades and razor products are sold under retailers'
private-brandnames 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
manufacturers cotton swabs, cotton balls and puffs, and foot care items which
are sold under retailers' private-brandnames 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
brandnames, as well as bar soaps for the cosmetic/skincare, pharmaceutical,
and department store markets. In addition to its consumer products.
American Safety Razor manufactures and markets industrial and specialty and
medical blades.
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