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                                 UNITED STATES
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                 SCHEDULE 14D-9
               SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
            SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
 
                               (AMENDMENT NO. 2)
 
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                         AMERICAN SAFETY RAZOR COMPANY
                           (NAME OF SUBJECT COMPANY)
 
                         AMERICAN SAFETY RAZOR COMPANY
                       (NAME OF PERSON FILING STATEMENT)
 
                     COMMON STOCK, $.01 PAR VALUE PER SHARE
                         (TITLE OF CLASS OF SECURITIES)
 
                                   029362100
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
                                THOMAS H. QUINN
                       CHAIRMAN & CHIEF EXECUTIVE OFFICER
                              ONE RAZOR BLADE LANE
                                  P.O. BOX 500
                          VERONA, VIRGINIA 24482-0500
      (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
        NOTICE AND COMMUNICATIONS ON BEHALF OF PERSON FILING STATEMENT)
 
                                WITH COPIES TO:
 
                             JAMES B. CARLSON, ESQ.
                              MAYER, BROWN & PLATT
                                 1675 BROADWAY
                            NEW YORK, NEW YORK 10019
                                 (212) 506-2500
 
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This Amendment No. 2 (this "Amendment") amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 of American Safety Razor Company , a
Delaware Corporation (the "Company"), filed with the Securities and Exchange
Commission on February 22, 1999 (as amended and supplemented, the "Schedule
14D-9"), with respect to the tender offer made by RSA Acquisition Corp.
("Purchaser"), a wholly-owned subsidiary of RSA Holdings Corp. of Delaware
("Parent"), to purchase all of the issued and outstanding common stock, $.01 par
value per share, of the Company (the "Shares") held by the stockholders of the
Company (the "Stockholders"), at a price of $14.125 per share, net to the
Stockholders in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated February 22, 1999 (the
"Offer") and in the related Letter of Transmittal (which together with any
amendments or supplements thereto constitute the "Offer Documents").
 
Capitalized terms used but not defined herein have the meanings given such terms
in the Schedule 14D-9.
 
ITEM 2.  TENDER OFFER OF BIDDER
 
Item 2 of the Schedule 14D-9 is hereby amended and supplemented as follows:
 
     The information provided in this Amendment under Item 3 is incorporated
     herein by reference.
 
ITEM 3.  IDENTITY AND BACKGROUND
 
Item 3(b) of the Schedule 14D-9 is hereby amended and supplemented as follows:
 
     On April 8, 1999, the parties to the Merger Agreement executed an amendment
     thereto (the "Merger Amendment") the full text of which is set forth in
     Exhibit (a)(10) and incorporated herein by reference. The Merger Amendment,
     among other things (i) increases the purchase price from $14.125 net per
     Share to $14.20 net per Share, (ii) extends the Expiration Date to 2:00
     p.m., New York City time, on Friday, April 23, 1999, (iii) extends the
     Outside Date (as defined in the Supplement) to 2:00 p.m., New York City
     time, on Friday, April 23, 1999, (iv) modifies certain of the
     representations and covenants provided by the Company and the Purchaser and
     the Parent due to certain developments with respect to the Company that are
     described in the Supplement to the Offer (the "Supplement"), dated April
     13, 1999, the full text of which is set forth in Exhibit (a)(11) and
     incorporated herein by reference, under "Recent Developments Regarding the
     Company" (the "Cotton Liability"), (v) provides the Parent the option to
     effect the Merger as a Short Form Merger (as defined in the Supplement) or
     otherwise, and (vi) eliminates the obligation of the Company to pay the
     Parent the Fee or Expenses in the event the Merger Agreement is terminated
     as a result of the Cotton Liability:
 
     PURCHASE PRICE.  The purchase price to paid by the Purchaser, subject to
     the terms and conditions of the Offer and the Supplement, for each Share
     validly rendered and not properly withdrawn in response to its offer to
     purchase for cash all outstanding Shares is increased to $14.20 net per
     Share from $14.125 net per Share.
 
     EXPIRATION DATE.  The Expiration Date is extended to 2:00 p.m., New York
     City time, on Friday, April 23, 1999. Upon the terms and subject to the
     conditions of the Offer and the Supplement (including, if the Offer is
     further extended or amended, the terms and conditions of any such extension
     or amendment), the Purchaser will accept
 
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     for payment and will pay for all Shares validly tendered and not properly
     withdrawn on or prior to 2:00 p.m., New York City time, on Friday, April
     23, 1999.
 
     ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.  Upon the terms and subject
     to the conditions of the Offer and the Supplement (including, if the Offer
     is further extended or amended, the terms and conditions of any such
     extension or amendment), the Purchaser will accept for payment and will pay
     for all Shares validly tendered and not properly withdrawn on or prior to
     the Expiration Date as soon as practical after the Expiration Date.
 
     SOURCE AND AMOUNT OF FUNDS.  A total of $210.8 million is expected to be
     required to (i) fund payment of the cash consideration in the Offer, and
     the Merger Agreement and (ii) pay the fees and expenses incurred in
     connection with such transactions and the financings thereof. The
     transactions contemplated by the Merger Agreement and the Merger Amendment
     will be funded by (i) approximately $90 million in equity investment
     contributions made by J.W. Childs or one of its affiliates to the Parent,
     (ii) approximately $65.8 million of borrowings by the Company pursuant to a
     senior secured 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 J.W. Childs or one of its
     affiliates.
 
     The Merger Amendment provides that if the Merger is terminated by the
     Parent or Purchaser as a result of the Cotton Liability, the Parent and the
     Purchaser shall not be entitled payment of either the Fee or their
     Expenses.
 
     The preceding discussion is a summary of the provisions of the Merger
     Amendment, a full copy of which is included as Exhibit No. (a)(10) to this
     Amendment. Stockholders are urged to read the Merger Amendment in its
     entirety.
 
ITEM 4.  THE SOLICITATION OR RECOMMENDATION
 
Item 4(a) of the Schedule 14D-9 is hereby amended and supplemented as follows:
 
     The Company's Board on April 7, 1999, held a telephonic meeting and (i)
     unanimously approved the Merger Amendment and Supplement, (ii) determined
     that the terms of the Merger Amendment and the Supplement are fair to, and
     in the best interest of, the Stockholders of the Company and (iii)
     continues to recommend that the Stockholders tender their shares pursuant
     to the Offer and the Supplement.
 
Item 4(b)(1) of the Schedule 14D-9 is hereby amended and supplemented as
follows:
 
     On April 7, 1999, the Company's Board held a telephonic meeting to consider
     the Merger Amendment and the Supplement. The Company's Board, except for
     Mr. Ballard who was not present at this meeting, voted unanimously to
     approve the Merger Amendment and all of the related transactions
     contemplated thereby.
 
     Also on April 7, 1999, the Company's disinterested directors discussed the
     Merger Amendment. The disinterested directors, except for Mr. Ballard who
     was not present at this meeting, unanimously approved the form of this
     Merger Amendment. On April 9, 1999, the Merger Amendment was publicly
     announced jointly by J.W. Childs and the Company.
 
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ITEM 8.  ADDITIONAL INFORMATION TO BE FURNISHED
 
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:
 
     The information provided in this Amendment under Item 3 is incorporated 
     herein by reference.
 
ITEM 9.  MATERIALS TO BE FILED AS EXHIBITS.
 
Item 9 of the Schedule 14D-9 is hereby amended and supplemented as follows:
 
     (a)(10)  Merger Amendment, dated as of April 8, 1999, by and among the
              Parent, the Purchaser and the Company.*
 
     (a)(11)  Supplement to the Offer to Purchase dated April 13, 1999.*
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* Incorporated by reference from the Amendment No. 3 of Schedule 14D-1 filed
  with the Securities and Exchange Commission by J.W. Childs on April 9, 1999.
 
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                                   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.
 
                                   AMERICAN SAFETY RAZOR COMPANY
 
                                   By: /s/ THOMAS KASVIN
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                                             Name: Thomas Kasvin
                                             Title:   Chief Financial Officer
 
Date: April 13, 1999