-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KuxSdkYUVenMPrZa3jpf9rQ3Z/3MMBXGvQnq6lUPfj0FuZKd2EnWRlc0+NNKryqK /ZtsJ1bd6zt/y9L7+Tvz0w== 0000893750-99-000178.txt : 19990427 0000893750-99-000178.hdr.sgml : 19990427 ACCESSION NUMBER: 0000893750-99-000178 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990426 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SAFETY RAZOR CO CENTRAL INDEX KEY: 0000750339 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 541050207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43695 FILM NUMBER: 99601191 BUSINESS ADDRESS: STREET 1: PO BOX 500 CITY: STAUNTON STATE: VA ZIP: 24402-0500 BUSINESS PHONE: 5042488000 MAIL ADDRESS: STREET 1: PO BOX 500 CITY: STAUNTON STATE: VA ZIP: 24402-0500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RSA ACQUISITION CORP CENTRAL INDEX KEY: 0001080059 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE FEDERAL ST 21ST FL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6177531100 MAIL ADDRESS: STREET 1: RSA HOLDINGS CORP OF DELAWARE STREET 2: ONE FEDERAL ST 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02110 SC 14D1/A 1 =============================================================================== 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 ___________________ 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 =============================================================================== 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 -2- 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. -3- 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 -4- 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 ------------------------------- Name: Adam L. Suttin Title: President RSA Acquisition Corp. By:/s/ Adam L. Suttin ------------------------------- 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 --------------------- Name: Adam L. Suttin Title: Vice President Date: April 23, 1999 -5- EXHIBIT INDEX Exhibit Page No. Description No. - ------- ----------- ----- 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......................................... -6- EX-11 2 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. EX-11 3 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 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. -2- 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 ------------------------------- Name: Jonathan Boucher Title: RSA HOLDINGS CORP. OF DELAWARE By: /s/ Adam L. Suttin ------------------------------- Name: Adam L. Suttin Title: President RSA ACQUISITION CORP. By: /s/ Adam L. Suttin ------------------------------- Name: Adam L. Suttin Title: President -3- -----END PRIVACY-ENHANCED MESSAGE-----