-----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, T5hwTsW4z8S/jMmDdfNYd5AvqS2EAR5v8eNqLsx3G4oRRY7eQZMZbt4cOX1aXk+Z b5+sKCdoWjcxhjQu/HGd2g== 0000893750-99-000375.txt : 19990709 0000893750-99-000375.hdr.sgml : 19990709 ACCESSION NUMBER: 0000893750-99-000375 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990701 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990708 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-21952 FILM NUMBER: 99660879 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 1, 1999 (Date of earliest event reported) AMERICAN SAFETY RAZOR COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 0-21952 54-1050207 (State or other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification Number) Incorporation) P.O. Box 500, Staunton, VA 24402-0500 (Address of Principal Executive Offices) (Zip code) Registrant's telephone number, including area code: (540) 248-8000 Item 5. Other Events. The merger (the "Merger") of RSA Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of RSA Holdings Corp. of Delaware, with and into American Safety Razor Company, a Delaware corporation, became effective at 5:00 p.m. at July 1, 1999. For additional information regarding the Merger, see Exhibit 99.1 hereto, which is hereby incorporated by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit 99.1 American Safety Razor Company Press Release, dated July 1, 1999. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN SAFETY RAZOR COMPANY By: /s/ James Murphy ---------------------------------------- Name: James Murphy Title: Chief Executive Officer/President Dated: July 8, 1999 -3- EX-99.1 2 EXHIBIT 99.1 JULY 1, 1999 FOR IMMEDIATE RELEASE J.W. CHILDS COMPLETES MERGER WITH AMERICAN SAFETY RAZOR COMPANY Boston, MA (July 1, 1999) - J.W. Childs Equity Partners II, L.P. announced today that RSA Holdings Corp. of Delaware, an affiliate of J.W. Childs, completed the merger of American Safety Razor Company (OTCBB:RAZR) ("ASR") on July 1, 1999. The merger was the second step in a two-step acquisition. The first step, a cash tender offer for all the outstanding shares of ASR at $14.20 per share, was completed on April 23, 1999. As a result of the merger, ASR is now a wholly owned subsidiary of RSA Holdings Corp. of Delaware. The merger results in the automatic conversion of the remaining ASR shares into the right to receive $14.20 per former ASR share. American Safety Razor Company is the leading manufacturer of high-quality, value-priced shaving products sold in the United States and internationally. The Company's consumer shaving products are marketed under most major domestic and international retailers' private brand names as well as American Safety Razor's own brands: Persona , Acti-Flexx , MBC , Tri-Flexxx , Gem , Flick , Bump Fighter , and Burma Shave . In addition, ASR manufactures and markets industrial, specialty and medical blades for private brands and under the Personna , ASR , Ardell , and American Line brands, ASR also manufactures cotton swabs, cotton balls, cosmetic puffs and foot care items which are also sold under retailers' private brand names as well as brands such as Megas , Crystal , and ACCO . ASR's Hewitt Soap Division manufactures premium-quality custom bar soaps for cosmetic/skin care, pharmaceutical and department store markets. Founded in 1875, American Safety Razor Company is headquartered in the Shenandoah Valley of Virginia and has manufacturing facilities in Virginia, Tennessee, Ohio, Missouri, Indiana, Connecticut, Puerto Rico, Mexico and Israel. -1- -----END PRIVACY-ENHANCED MESSAGE-----