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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
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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