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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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AMERICAN SAFETY RAZOR COMPANY
(NAME OF SUBJECT COMPANY)
AMERICAN SAFETY RAZOR COMPANY
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
029362100
(CUSIP NUMBER OF CLASS OF SECURITIES)
THOMAS H. QUINN
CHAIRMAN & CHIEF EXECUTIVE OFFICER
ONE RAZOR BLADE LANE
P.O. BOX 500
VERONA, VIRGINIA 24482-0500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF PERSON FILING STATEMENT)
WITH COPIES TO:
JAMES B. CARLSON, ESQ.
MAYER, BROWN & PLATT
1675 BROADWAY
NEW YORK, NEW YORK 10019
(212) 506-2500
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This Amendment No. 2 (this "Amendment") amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 of American Safety Razor Company , a
Delaware Corporation (the "Company"), filed with the Securities and Exchange
Commission on February 22, 1999 (as amended and supplemented, the "Schedule
14D-9"), with respect to the tender offer made by RSA Acquisition Corp.
("Purchaser"), a wholly-owned subsidiary of RSA Holdings Corp. of Delaware
("Parent"), to purchase all of the issued and outstanding common stock, $.01 par
value per share, of the Company (the "Shares") held by the stockholders of the
Company (the "Stockholders"), at a price of $14.125 per share, net to the
Stockholders 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") and in the related Letter of Transmittal (which together with any
amendments or supplements thereto constitute the "Offer Documents").
Capitalized terms used but not defined herein have the meanings given such terms
in the Schedule 14D-9.
ITEM 2. TENDER OFFER OF BIDDER
Item 2 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The information provided in this Amendment under Item 3 is incorporated
herein by reference.
ITEM 3. IDENTITY AND BACKGROUND
Item 3(b) of the Schedule 14D-9 is hereby amended and supplemented as follows:
On April 8, 1999, the parties to the Merger Agreement executed an amendment
thereto (the "Merger Amendment") the full text of which is set forth in
Exhibit (a)(10) and incorporated herein by reference. The Merger Amendment,
among other things (i) increases the purchase price from $14.125 net per
Share to $14.20 net per Share, (ii) extends the Expiration Date to 2:00
p.m., New York City time, on Friday, April 23, 1999, (iii) extends the
Outside Date (as defined in the Supplement) to 2:00 p.m., New York City
time, on Friday, April 23, 1999, (iv) modifies certain of the
representations and covenants provided by the Company and the Purchaser and
the Parent due to certain developments with respect to the Company that are
described in the Supplement to the Offer (the "Supplement"), dated April
13, 1999, the full text of which is set forth in Exhibit (a)(11) and
incorporated herein by reference, under "Recent Developments Regarding the
Company" (the "Cotton Liability"), (v) provides the Parent the option to
effect the Merger as a Short Form Merger (as defined in the Supplement) or
otherwise, and (vi) eliminates the obligation of the Company to pay the
Parent the Fee or Expenses in the event the Merger Agreement is terminated
as a result of the Cotton Liability:
PURCHASE PRICE. The purchase price to paid by the Purchaser, subject to
the terms and conditions of the Offer and the Supplement, for each Share
validly rendered and not properly withdrawn in response to its offer to
purchase for cash all outstanding Shares is increased to $14.20 net per
Share from $14.125 net per Share.
EXPIRATION DATE. The Expiration Date is extended to 2:00 p.m., New York
City time, on Friday, April 23, 1999. Upon the terms and subject to the
conditions of the Offer and the Supplement (including, if the Offer is
further extended or amended, the terms and conditions of any such extension
or amendment), the Purchaser will accept
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for payment and will pay for all Shares validly tendered and not properly
withdrawn on or prior to 2:00 p.m., New York City time, on Friday, April
23, 1999.
ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. Upon the terms and subject
to the conditions of the Offer and the Supplement (including, if the Offer
is further extended or amended, the terms and conditions of any such
extension or amendment), the Purchaser will accept for payment and will pay
for all Shares validly tendered and not properly withdrawn on or prior to
the Expiration Date as soon as practical after the Expiration Date.
SOURCE AND AMOUNT OF FUNDS. A total of $210.8 million is expected to be
required to (i) fund payment of the cash consideration in the Offer, and
the Merger Agreement and (ii) pay the fees and expenses incurred in
connection with such transactions and the financings thereof. The
transactions contemplated by the Merger Agreement and the Merger Amendment
will be funded by (i) approximately $90 million in equity investment
contributions made by J.W. Childs or one of its affiliates to the Parent,
(ii) approximately $65.8 million of borrowings by the Company pursuant to a
senior secured 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 J.W. Childs or one of its
affiliates.
The Merger Amendment provides that if the Merger is terminated by the
Parent or Purchaser as a result of the Cotton Liability, the Parent and the
Purchaser shall not be entitled payment of either the Fee or their
Expenses.
The preceding discussion is a summary of the provisions of the Merger
Amendment, a full copy of which is included as Exhibit No. (a)(10) to this
Amendment. Stockholders are urged to read the Merger Amendment in its
entirety.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4(a) of the Schedule 14D-9 is hereby amended and supplemented as follows:
The Company's Board on April 7, 1999, held a telephonic meeting and (i)
unanimously approved the Merger Amendment and Supplement, (ii) determined
that the terms of the Merger Amendment and the Supplement are fair to, and
in the best interest of, the Stockholders of the Company and (iii)
continues to recommend that the Stockholders tender their shares pursuant
to the Offer and the Supplement.
Item 4(b)(1) of the Schedule 14D-9 is hereby amended and supplemented as
follows:
On April 7, 1999, the Company's Board held a telephonic meeting to consider
the Merger Amendment and the Supplement. The Company's Board, except for
Mr. Ballard who was not present at this meeting, voted unanimously to
approve the Merger Amendment and all of the related transactions
contemplated thereby.
Also on April 7, 1999, the Company's disinterested directors discussed the
Merger Amendment. The disinterested directors, except for Mr. Ballard who
was not present at this meeting, unanimously approved the form of this
Merger Amendment. On April 9, 1999, the Merger Amendment was publicly
announced jointly by J.W. Childs and the Company.
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ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The information provided in this Amendment under Item 3 is incorporated
herein by reference.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented as follows:
(a)(10) Merger Amendment, dated as of April 8, 1999, by and among the
Parent, the Purchaser and the Company.*
(a)(11) Supplement to the Offer to Purchase dated April 13, 1999.*
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* Incorporated by reference from the Amendment No. 3 of Schedule 14D-1 filed
with the Securities and Exchange Commission by J.W. Childs on April 9, 1999.
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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.
AMERICAN SAFETY RAZOR COMPANY
By: /s/ THOMAS KASVIN
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Name: Thomas Kasvin
Title: Chief Financial Officer
Date: April 13, 1999
