-----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, D9YaTUC6EwA5wJRAub4gKEXuG/lLag7hVNEGTdiQFJUokZdrkb2lLr9sBVPhqjOF tRDoaIL8ECj4Z4C/5aORag== 0000893750-99-000156.txt : 19990412 0000893750-99-000156.hdr.sgml : 19990412 ACCESSION NUMBER: 0000893750-99-000156 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990409 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: 99591080 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. 3 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. 3 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 (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 9, 1999, J.W. Childs Equity Partners II, L.P. issued a press release with the Company announcing that RSA Acquisition Corp. has increased the purchase price for Shares of American Safety Razor Company common stock from $14.125 to $14.20 per share and that it extended the period during which the Offer will remain open to 2:00 p.m., New York City time, on Friday, April 23, 1999. Accordingly, the Expiration Date shall be 2:00 p.m. on Friday, April 23, 1999 unless the Offer is further extended. The price increase and extension were made pursuant to an amendment to the Agreement and Plan of Merger, dated as of February 12, 1999, between the Company, RSA Holdings Corp. of Delaware and RSA Acquisition Corp entered into on April 8, 1999 by the parties. The full text of the press release is set forth in Exhibit 11(a)(11) and the Amendment Agreement is set forth in Exhibit 11(c)(3) and both are incorporated herein by reference. Item 4. Source and Amount of Funds or Other Consideration. Item 4(a) and (b) of the Schedule 14D-1 are hereby amended and supplemented as follows: The information provided in this Amendment No. 3 under Item 3 is incorporated herein by reference. -2- 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. 3 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. 3 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. 3 under Item 3 is incorporated herein by reference. Item 10. Additional Information. Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as follows: The information provided in this Amendment No. 3 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)(11) Press release issued by J.W. Childs Equity Partners II, L.P. and American Safety Razor Company on April 9, 1999. (c)(3) Amendment Agreement, dated as of April 8, 1999, by and among the Parent, the Purchaser and the Company -3- 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 9, 1999 -4- EXHIBIT INDEX Exhibit Page No. Description No. 11(a)(11) Press release issued by J.W. Childs Equity Partners II, L.P. and American Safety Razor Company on April 9, 1999 11(c)(3) Amendment Agreement, dated as of April 8, 1999, by and among the Parent, the Purchaser and the Company -5- EX-99 2 EXHIBT 11(a)(11) FOR IMMEDIATE RELEASE J. W. CHILDS AND AMERICAN SAFETY RAZOR COMPANY EXTEND TENDER OFFERS THROUGH APRIL 23 AND APRIL 26,1999 AND INCREASE EQUITY TENDER PRICE Verona, Virginia (April 9, l999) -- J.W. Childs Equity Partners II, L.P. today announced that RSA Acquisition Corp. has increased the purchase price for shares of American Safety Razor Company (Nasdaq:RAZR) common stock tendered by the holders thereof in response to RSA Acquisition Corp.'s tender offer for the common stock from $14.125 to $14.20 per share and has extended the period during which its tender offer for shares of American Safety Razor Company common stock will remain open to 2:00 p.m., New York City time, on Friday, April 23, 1999. The price increase and extension were made pursuant to an amendment to the Agreement and Plan of Merger, dated as of February 12, 1999, between the Company, RSA Holdings Corp. of Delaware and RSA Acquisition Corp. entered into on April 8, 1999 by the parties. In connection with the extension of the equity tender offer, American Safety Razor 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 2:00 p.m., New York City time, on Monday, April 26, 1999. As of the close of business on April 6, 1999, approximately 11.2 million shares of American Safety Razor Company common stock had been validly tendered in connection with the equity tender offer and approximately $6.7 million of Notes had been validly tendered in connection with the debt 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 blade and razor products are sold under retailers' private-brand names as well as American Safety Razor's own brands: Personnal, GEMS, 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 Persona (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. -2- EX-99 3 EXHIBIT 11(c)(3) AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of April 8, 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 (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 reference to "$14.125" contained in the second WHEREAS clause to the Agreement and each other reference to "$14.125" contained in the Agreement is hereby replaced with "$14.20". 3. The proviso contained in the penultimate sentence of Section 1.01(a) of the Agreement is hereby deleted in its entirety and replaced with the phrase "; provided that notwithstanding the satisfaction of the Offer Conditions, Parent, Purchaser and the Company agree that the Offer may be extended up to and including 2:00 p.m. on April 23, 1999." 4. Section 1.01 of the Agreement is hereby further amended by adding a new subsection, subsection 1.01(c), which shall read in its entirety: "(c) The Offer Documents shall be promptly amended and supplemented following the execution of the Amendment Agreement to describe the material terms thereof, and the Offer Documents as so amended and supplemented, shall be filed with the SEC and published, sent or given to the Company's stockholders, in each case as and to the extent required by applicable federal securities law. 5. Section 1.02 of the Agreement is hereby amended by adding a new subsection, subsection 1.02(d), which shall read in its entirety: "(d) The Schedule 14D-9 shall be promptly amended and supplemented following the execution of the Amendment Agreement to describe the material terms thereof, and the Schedule 14D-9, as so amended and supplemented, shall be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by applicable federal securities law. 6. Section 2.11 of the Agreement is hereby amended and restated in its entirety to read as follows: "Section 2.11 Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of each outstanding class of capital stock of the Company pursuant to the Offer, if the Parent, Purchaser or any other subsidiary of the Parent determines, in its sole discretion, to utilize the provisions of Section 253 of the GCL, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the GCL, provided, that the foregoing will not alter the Minimum Condition." 7. Section 4.14 of the Agreement is hereby amended by deleting the "or" immediately before the "(iii)" in the penultimate line thereof and inserting at the end of such section the following: "; or (iv) with respect to the cotton related matters described in Annex A of Section 4.08 of the Company Disclosure Schedule or referenced in Sections 4.14(iv) and 4.22, any new condition, event or occurrence (or in the case of any condition, event or occurrence existing at the date hereof, an acceleration or worsening thereof), which would, in the good faith judgment of Parent and its financing sources, reasonably be expected to have a Material Adverse Effect on the Company". 8. A new section is hereby added to the Agreement, Section 4.22, which shall read in its entirety: -2- "Section 4.22 Cotton Liability. In respect of the potential liability (the "Cotton Liability") arising from the higher residual levels of hydrogen peroxide in the cotton that the Company's pharmaceutical coil business received from its supplier during the period from March 1998 through November 1998, the Company, based upon a review and investigation of the Cotton Liability and upon advice of counsel and taking into account the levels of insurance, including and assuming for this purpose the purchase of the Supplemental Insurance (as defined in Section 5.09 hereof) and potential defenses, claims and counterclaims available to the Company in respect of the Cotton Liability, the Company believes at the date hereof that the Cotton Liability will not have a material adverse effect on the assets, business, financial condition, results or operations of the Company and its subsidiaries taken as a whole." 9. Section 5.05 is hereby amended to add the following sentence at the end thereof to read as follows: "Purchaser has delivered to the Company revised Commitment Letters which eliminate any conditions relating to receipt and satisfaction with respect to the Company's financial statements for fiscal year 1998". 10. A new section is hereby added to the Agreement, Section 5.09, which shall read in its entirety: "Section 5.09 Insurance. Parent has executed binders with Transcontinental Insurance Company and/or another nationally recognized insurance company entitling the Company to purchase $50.0 million of additional insurance (the "Supplemental Insurance"), pursuant to policies substantially in the form set forth on Section 5.09 of the Purchaser Disclosure Statement to cover the Company and existing directors and officers (as named insureds) for matters arising out of or relating to, among other things, the cotton liability described in Annex A of Section 4.08 of the Company Disclosure Schedule, with coverage contingent upon the consummation of the Offer." 11. A new section is hereby added to the Agreement, Section 6.17, which shall read in its entirety: "Section 6.17 Insurance. Parent will, upon consummation of the Offer, enter into insurance policies in substantially the form set forth on Section 5.09 of the Purchaser Disclosure -3- Statement with Transcontinental Insurance Company and/or another nationally recognized insurance company pursuant to which the Company will purchase the Supplemental Insurance, with coverage effective upon the consummation of the Offer." 12. The reference to "55 days" contained in Section 8.01(c)(ii) of the Agreement is hereby replaced with "70 days." 13. Section 8.02 of the Agreement is hereby amended by inserting the following proviso at the end thereof: "provided, that, notwithstanding the foregoing, in the event of the termination of this Agreement pursuant to Section 8.01(c), 8.01(d)(iv), 8.01(e)(i) or 8.01(e)(ii) as a result of or in connection with the cotton liability described on Annex A of Section 4.08 of the Company Disclosure Schedule or referenced in Sections 4.14(iv) and 4.22, each of Parent and Purchaser, on the one hand, and the Company, on the other hand, hereby irrevocably and unconditionally releases, acquits and forever discharges on behalf of itself and any person acting by, through, or under or in concert with such party and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees"), the other party or parties to this Agreement (the "Other Party") and each of the directors and officers of the Other Party and any financing sources of the Other Party (collectively, the "Released Parties") from any and all charges, complaints, claims, suits, judgments, demands, actions, obligations or liabilities, damages, causes of action, rights, costs, loans, debts and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever known or unknown, emanating from, arising out of, or in any way whatsoever arising or resulting from any action which the Other Party may have taken or failed to take which results in such termination, and each such party agrees that neither it, nor any person acting by, through, or under it shall institute or pursue any action or actions, cause or causes of action (in law or in equity), suits or claims in state or federal court against or adverse to the Released Parties arising from or attributable to the Releasees in connection with the foregoing." 14. Section 8.03 of the Agreement is hereby amended by inserting the following new subsection at the end thereof: "(d) Notwithstanding anything to the contrary contained in this Agreement, if this Agreement is terminated pursuant to Section 8.01 (e)(i) or 8.01(e)(ii) as a result of or in -4- connection with the cotton liability described on Annex A of Section 4.08 of the Company Disclosure Schedule or referenced in Sections 4.14(iv) and 4.22, the Company shall not be required to pay to Purchaser or Parent a Fee or any Expenses. 15. Item 2 of Section 4.08 of the Company Disclosure Schedule is hereby amended in the manner set forth in Annex A attached hereto and such section is hereby replaced in its entirety by Annex A. 16. A new section, Section 5.09, is added to the Purchaser Disclosure Statement as set forth in Annex B attached hereto. -5- 17. 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. 18. 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. 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 F. Boucher ______________________________________ Name: Jonathan F. Boucher Title: RSA HOLDINGS CORP. OF DELAWARE By: /s/ Adam L. Suttin _____________________________________ Name: Adam L. Suttin Title: RSA ACQUISITION CORP. By: /s/ Adam L. Suttin _____________________________________ Name: Adam L. Suttin Title: -6- -----END PRIVACY-ENHANCED MESSAGE-----