-----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, SfWYme0r/iaqUfMBGiE8TO7jFUAxYFsC2sZ9d6nYYUUMDgIVBUamnOXM9gswYkhU iW4o2KvXve9exdXJMViZKg== 0000893750-99-000192.txt : 19990505 0000893750-99-000192.hdr.sgml : 19990505 ACCESSION NUMBER: 0000893750-99-000192 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990504 GROUP MEMBERS: JW CHILDS EQUITY PARTNERS II LP GROUP MEMBERS: RSA ACQUISITION CORP GROUP MEMBERS: RSA ACQUISITION CORP. GROUP MEMBERS: RSA HOLDINGS CORP. OF DELAWARE 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 13D/A SEC ACT: SEC FILE NUMBER: 005-43695 FILM NUMBER: 99610280 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 13D/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 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)1 American Safety Razor Company - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 029362100 --------------------------------------- (CUSIP Number) Adam Suttin J.W. Childs Equity Partners II, L.P. One Federal Street Boston, MA 02110 (617) 753-1100 with a copy to: Mario A. Ponce, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017 (212) 455-2000 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 23, 1999 - ------------------------------------------------------------------------------ (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 029362100 Page 2 of 6 Pages --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.W. Childs Equity Partners II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS SC, BK, WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER* NUMBER OF 11,802,983 SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 11,802,983 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 11,802,983 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 97.5% (based on 12,110,049 outstanding) 14 TYPE OF REPORTING PERSON PN CUSIP No. 029362100 Page 3 of 6 Pages --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RSA Holdings Corp. of Delaware 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS SC, BK, WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER* NUMBER OF 11,802,983 SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 11,802,983 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 11,802,983 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 97.5% (based on 12,110,049 outstanding) 14 TYPE OF REPORTING PERSON CO CUSIP No. 029362100 Page 4 of 6 Pages --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RSA Acquisition Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS SC, BK, WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER* NUMBER OF 11,802,983 SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 11,802,983 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 11,802,983 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 97.5% (based on 12,110,049 outstanding) 14 TYPE OF REPORTING PERSON CO AMENDMENT NO. 1 TO SCHEDULE 13D This Statement on Schedule 13D relating to the Common Stock, par value $0.01 per share, (the "Common Shares") of American Safety Razor Company (the "Issuer"), as previously filed on February 22, 1999 by RSA Acquisition Corp., RSA Holdings Corp. of Delaware and J.W. Childs Equity Partners II, L.P. is hereby amended and supplemented with respect to the items set forth below. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration The financing of the acquisition of the Common Shares is comprised of (i) approximately $90 million in equity investment contributions made by JWCP or one of its affiliates, to the Parent (the "Equity Investment"), (ii) approximately $65.8 million of borrowings by the Company pursuant to a senior secured credit facility (the "New 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 JWCP or one of its affiliates (the "JWC Note"). Item 4. Purpose of Transaction On April 23, 1999, RSA Acquisition Corp. 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 11,802,983 shares of American Safety Razor Company stock were validly tendered and accepted for payment, representing approximately 97.5% of the outstanding shares of the Company. RSA Acquisition Corp. and American Safety Razor Company intend to complete the Merger pursuant to which RSA Acquisition Corp. will acquire the remaining shares for $14.20 per share. Item 5. Interest in Securities of the Issuer On April 23, 1999, RSA Acquisition Corp. acquired approximately 11,802,983 Common Shares, representing approximately 97.5% of the outstanding Common Shares. RSA Acquisition Corp. and American Safety Razor Company intend to complete the Merger pursuant to which RSA Acquisition Corp. will acquire the remaining shares for $14.20 per share. 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. May 3, 1999 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 L. Suttin Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----