UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549


                                   FORM 10-Q


[x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934
      For the Quarter Ended September 29, 2000

                                    OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934
      For the transition period from ________ to ___________


                        Commission File Number 0-21952


                         AMERICAN SAFETY RAZOR COMPANY
            (Exact name of registrant as specified in its charter)



      Delaware                                  54-1050207
      --------                                  ----------
(State of incorporation)            (I.R.S. Employer Identification Number)


240 Cedar Knolls Road, Suite 401, Cedar Knolls, New Jersey 07927
----------------------------------------------------------------
(Address of  principal  executive  offices,  including  zip code)


         (973) 753-3000
         --------------
(Registrant's telephone number)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [x] No [ ]



Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of November 2, 2000.

            Class                               Outstanding at November 2, 2000
            -----                               -------------------------------

Common Stock, $.01 Par Value                           12,110,349



<PAGE>




                         AMERICAN SAFETY RAZOR COMPANY


                                     Index
                                     -----


                                                                   Page Number
                                                                   -----------

Part I.     Financial Information

   Item 1.  Financial Statements

            Condensed Consolidated Balance Sheets                            1

            Condensed Consolidated Statements of Operations (Unaudited)      3

            Condensed Consolidated Statements of Comprehensive Income
            (Unaudited)                                                      4

            Condensed Consolidated Statements of Cash Flows (Unaudited)      5

            Notes to Condensed Consolidated Financial Statements (Unaudited) 6

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             20

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk      26


Part II.    Other Information

   Item 1.  Legal Proceedings                                               26

   Item 6.  Exhibits and Reports on Form 8-K                                26

Signatures                                                                  27



<PAGE>






                          AMERICAN SAFETY RAZOR COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)




                                                      Company
                                          ------------------------------
                                          September 29,     December 31,
                                              2000             1999
                                          -------------     ------------
                                           (Unaudited)

ASSETS

Current assets:
    Cash and cash equivalents                $   4,121        $  12,500
    Accounts receivable, net                    48,016           46,252
    Inventories                                 62,126           54,404
    Deferred income taxes                        5,136            6,814
    Prepaid expenses                             2,217            1,882
                                             ---------       ----------

        Total current assets                   121,616          121,852

Property and equipment                         109,547           98,398
Less accumulated depreciation                  (18,193)          (8,407)
                                             ---------       ----------
                                                91,354           89,991

Intangible assets, net:
    Goodwill, trademarks and patents           156,590          159,675
    Other                                        5,611            6,826
                                             ---------       ----------
                                               162,201          166,501

Prepaid pension cost and other                  27,201           24,527
                                             ---------        ---------




Total assets                                  $402,372         $402,871
                                              ========         ========














See accompanying notes.

                                       -1-

<PAGE>





                          AMERICAN SAFETY RAZOR COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

<TABLE>
<CAPTION>



                                                                                            Company
                                                                             --------------------------------------
                                                                             September 29,             December 31,
                                                                                 2000                     1999
                                                                             -------------             ------------
                                                                              (Unaudited)

<S>                                                                              <C>                     <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                             $ 16,576                 $ 13,711
    Accrued expenses and other                                                     20,260                   23,131
    Current maturities of long-term obligations                                    10,945                   10,508
                                                                                 --------                 -------

        Total current liabilities                                                  47,781                   47,350

Long-term obligations                                                             180,234                  175,108
Retiree benefits and other                                                         27,847                   27,333
Deferred income taxes                                                              24,734                   24,078
                                                                                 --------                 --------

Total liabilities                                                                 280,596                  273,869
                                                                                 --------                 ---------

Stockholders' equity:
    Common stock, $.01 par value, 25,000,000
        shares authorized; 12,110,349 shares issued and
        outstanding at September 29, 2000 and December 31, 1999                       121                      121
    Additional paid-in capital                                                    172,843                  172,843
    Advances to RSA Holdings Corporation, net                                     (52,372)                 (42,714)
    Retained earnings (accumulated deficit)                                         2,222                   (1,258)
    Accumulated other comprehensive (loss) income                                  (1,038)                      10
                                                                                 --------                 --------
                                                                                  121,776                  129,002
                                                                                 --------                 --------

Total liabilities and stockholders' equity                                       $402,372                 $402,871
                                                                                 ========                 ========

</TABLE>












See accompanying notes.

                                       -2-

<PAGE>





                          AMERICAN SAFETY RAZOR COMPANY
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      (In thousands, except per share data)
<TABLE>
<CAPTION>



                                                                       Company                        Predecessor
                                                           -----------------------------------------  -----------
                                                                                              Period     Period
                                                              Three      Three      Nine       from       from
                                                              Months     Months     Months   April 24, January 1,
                                                              Ended      Ended      Ended     1999 to    1999 to
                                                            September  September  September  September  April 23,
                                                            29, 2000   30, 1999   29, 2000   30, 1999     1999
                                                           ---------- ---------- ---------- ---------- ----------


<S>                                                           <C>        <C>       <C>       <C>         <C>
Net sales                                                     $83,434    $86,080   $240,564  $146,022    $87,591
Cost of sales:
    Cost of sales                                              54,107     54,913    159,327    93,098     58,520
    Purchase accounting adjustment to inventory                     -          -          -     9,008          -
                                                              -------    -------   --------  --------    -------

    Gross profit                                               29,327     31,167     81,237    43,916     29,071

Selling, general and administrative expenses                   19,284     21,283     56,292    34,413     21,429
Amortization of intangible assets                               1,106      1,266      3,468     2,185        835
Transaction expenses                                                -          -          -         -     11,440
                                                              -------    -------   --------  --------    -------

    Operating income (loss)                                     8,937      8,618     21,477     7,318     (4,633)

Interest expense                                                5,153      6,514     14,706    10,486      3,907
                                                              -------    -------   --------  --------    -------

    Income (loss) before income taxes
        and extraordinary item                                  3,784      2,104      6,771    (3,168)    (8,540)

Income taxes (benefit)                                          1,896        845      3,291      (702)      (842)
                                                              -------    -------    -------  --------    -------

    Income (loss) before extraordinary item                     1,888      1,259      3,480    (2,466)    (7,698)

Extraordinary item, net of income tax benefit                       -          -          -       611        118
                                                              -------    -------    -------  --------    -------

Net income (loss)                                             $ 1,888    $ 1,259   $  3,480  $ (3,077)   $(7,816)
                                                              =======    =======   ========  ========    =======

Basic earnings per share:
    Income (loss) before extraordinary item                     $0.16      $0.10      $0.29    $(0.20)    $(0.64)
    Extraordinary item                                              -          -          -     (0.05)     (0.01)
                                                                -----      -----      -----    ------     ------
    Net income (loss)                                           $0.16      $0.10      $0.29    $(0.25)    $(0.65)
                                                                =====      =====      =====    ======     ======

    Weighted average number of shares outstanding              12,110     12,110     12,110    12,110     12,110
                                                               ======     ======     ======    ======     ======

Diluted earnings per share:
    Income (loss) before extraordinary item                     $0.16      $0.10      $0.29    $(0.20)    $(0.64)
    Extraordinary item                                              -          -          -     (0.05)     (0.01)
                                                                -----      -----      -----    ------     ------
    Net income (loss)                                           $0.16      $0.10      $0.29    $(0.25)    $(0.65)
                                                                =====      =====      =====    ======     ======

    Weighted average number of shares outstanding              12,110     12,110     12,110    12,116     12,198
                                                               ======     ======     ======    ======     ======

</TABLE>






See accompanying notes.


                                       -3-

<PAGE>



          CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 (In thousands)
<TABLE>
<CAPTION>


                                                                     Company                            Predecessor
                                                           -------------------------------------------  -----------
                                                                                              Period      Period
                                                              Three      Three      Nine       from        from
                                                              Months     Months     Months   April 24,   January 1,
                                                              Ended      Ended      Ended     1999 to     1999 to
                                                            September  September  September  September    April 23,
                                                            29, 2000   30, 1999   29, 2000   30, 1999       1999
                                                           ---------- ---------- ---------- ----------  -----------


<S>                                                            <C>        <C>       <C>       <C>        <C>
Net income (loss)                                              $1,888     $1,259    $3,480    $(3,077)   $(7,816)
Other comprehensive income (loss):
   Foreign currency translation adjustments                     (181)        594    (1,048)       284       (116)
                                                              ------      ------    ------    -------    -------
Comprehensive income (loss)                                   $1,707      $1,853    $2,432    $(2,793)   $(7,932)
                                                              ======      ======    ======    =======    =======

</TABLE>
















































See accompanying notes.


                                       -4-

<PAGE>





                          AMERICAN SAFETY RAZOR COMPANY
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                      Company          Predecessor
                                                                               ---------------------   -----------
                                                                                            Period       Period
                                                                                  Nine       from         from
                                                                                 Months    April 24,    January 1,
                                                                                 Ended      1999 to      1999 to
                                                                               September   September     April 23,
                                                                               29, 2000    30, 1999        1999
                                                                               ---------   ---------    ----------

<S>                                                                             <C>         <C>           <C>
Operating activities
Net income (loss)                                                               $ 3,480     $(3,077)      $(7,816)
Adjustments to reconcile net income (loss) to net cash provided by
    (used in) operating activities:
        Extraordinary item                                                            -         611           118
        Depreciation and amortization                                            13,356       7,324         4,105
        Amortization of financing costs                                           1,090       2,867           180
        Retiree benefits and other                                               (3,208)       (642)         (719)
        Deferred income taxes                                                     2,334      (3,438)          232
        Changes in operating assets and liabilities:
             Accounts receivable                                                 (1,764)     (9,878)        7,710
             Inventories                                                         (7,722)     12,653        (7,748)
             Income taxes receivable                                                  -       2,268        (2,252)
             Prepaid expenses                                                      (335)         90           205
             Accounts payable                                                     2,865      (3,215)        1,723
             Accrued and other expenses                                          (2,871)      4,022        (1,072)
                                                                                -------      ------       -------

Net cash provided by (used in) operating activities                               7,225       9,585        (5,334)

Investing activities
Capital expenditures                                                            (11,251)     (3,609)       (3,638)
Other                                                                              (175)        (74)           49
                                                                                -------     -------       -------

Net cash used in investing activities                                           (11,426)     (3,683)       (3,589)

Financing activities
Repayment of long-term obligations                                              (17,482)    (39,217)      (25,846)
Proceeds from borrowings                                                         23,000      57,797        65,337
Deferred loan fees                                                                  (38)       (395)       (7,606)
Proceeds from exercise of stock options                                               -           -             2
Advances to parent, net                                                          (9,658)    (18,783)      (24,155)
                                                                                -------     -------       -------

Net cash (used in) provided by financing activities                              (4,178)       (598)        7,732
                                                                                -------     -------       -------

Net (decrease) increase in cash and cash equivalents                             (8,379)      5,304        (1,191)
Cash and cash equivalents, beginning of period                                   12,500       2,262         3,453
                                                                                -------      ------       -------

Cash and cash equivalents, end of period                                        $ 4,121      $7,566       $ 2,262
                                                                                =======      ======       =======

</TABLE>


See accompanying notes.

                                       -5-

<PAGE>





                          AMERICAN SAFETY RAZOR COMPANY

        Notes to Condensed Consolidated Financial Statements (Unaudited)


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three and nine month  periods  ended
September 29, 2000,  are not  necessarily  indicative of the results that may be
expected for the year ended December 29, 2000.

The  balance  sheet at  December  31,  1999 has been  derived  from the  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto included in the  Registrant's  Annual Report on Form 10-K for
the year ended December 31, 1999.

As a result of the acquisition of the Company, effective April 23, 1999, and new
basis  of  accounting,   the  Company's  financial  statements  for  the  period
subsequent to the acquisition are not comparable to the Predecessor's  financial
statements for the period prior to the acquisition.

Effective  January 1, 2000,  the  Company  changed its  calendar  year ending on
December 31 to a 52-53 week fiscal year ending on the Friday closest to December
31.  The  change  in fiscal  year did not have a  material  effect on  financial
position,  results  of  operations  or cash  flows  for the  nine  months  ended
September 29, 2000.


NOTE B - INVENTORIES

Inventories consisted of:

                                                        Company
                                        -------------------------------------
                                        September 29,            December 31,
                                            2000                     1999
                                        -------------            ------------
                                                    (In thousands)

Raw materials                                 $29,513                 $27,928
Work-in-process                                 6,979                   4,521
Finished goods                                 21,446                  18,098
Operating supplies                              4,188                   3,857
                                              -------                 -------
                                              $62,126                 $54,404
                                              =======                 =======


NOTE C - LONG TERM OBLIGATIONS

In May 2000, the Company amended its $190.0 million credit  agreement to provide
for the  Company to make a $10.0  million  advance to its  parent  company,  RSA
Holdings  Corporation,  for  the  partial  prepayment  of its  outstanding  note
payable.  In May 2000,  the Company  borrowed  $10.0 million under its revolving
credit  facility and advanced the $10.0 million to RSA Holdings  Corporation  to
prepay a portion of its outstanding note payable.

At September 29, 2000, the Company had approximately $11.4 million available for
future borrowings under its revolving credit facility.

                                       -6-

<PAGE>





NOTE D - EARNINGS PER SHARE

The difference  between the weighted  average number of shares  outstanding  for
computing basic earnings per share and diluted earnings per share related to the
Predecessor's  employee  stock  options  outstanding  which  were  assumed to be
converted for the diluted earnings per share calculation when the average market
price of the  Predecessor's  common  stock for the period  exceeded the exercise
price of the employee stock options which were outstanding.


NOTE E - SEGMENT INFORMATION
<TABLE>
<CAPTION>

                                                                            Company                 Company
                                                                    -----------------------   ----------------------
                                                                           Three Months             Three Months
                                                                              Ended                    Ended
                                                                        September 29, 2000       September 30, 1999
                                                                     ----------------------   ----------------------
                                                                        Net       Operating      Net       Operating
                                                                       Sales       Income       Sales       Income
                                                                     ---------    ---------   ---------   ----------
                                                                                     (In Thousands)

<S>                                                                  <C>           <C>        <C>           <C>
Razors and Blades                                                    $55,100       $8,107     $54,727       $7,081
Cotton and Foot Care                                                  21,223          402      23,468          650
Custom Bar Soap                                                        7,111          428       7,885          887
                                                                     -------       ------     -------       ------
                                                                     $83,434        8,937     $86,080        8,618
                                                                     =======                  =======
Interest expense                                                                    5,153                    6,514
                                                                                   ------                   ------
Income before income taxes
   and extraordinary item                                                          $3,784                   $2,104
                                                                                   ======                   ======
</TABLE>
<TABLE>
<CAPTION>


                                                 Company                   Company                 Predecessor
                                         ------------------------   ----------------------    --------------------
                                               Nine Months                Period from              Period from
                                                 Ended                  April 24, 1999 to       January 1, 1999 to
                                            September 29, 2000         September 30, 1999         April 23, 1999
                                         -----------------------    --------------------      ---------------------
                                                                                 Operating                Operating
                                           Net        Operating        Net        Income        Net        Income
                                          Sales        Income         Sales       (Loss)       Sales       (Loss)
                                         --------     ---------     --------   - ---------    -------     ---------

<S>                                      <C>           <C>          <C>          <C>          <C>         <C>
Razors and Blades                        $158,408      $20,558      $ 95,059     $ 5,220      $55,189     $(4,673)
Cotton and Foot Care                       60,869           93        37,034         499       25,551         258
Custom Bar Soap                            21,287          826        13,929       1,599        6,851        (218)
                                         --------      -------      --------     -------      -------     -------
                                         $240,564       21,477      $146,022       7,318      $87,591      (4,633)
                                         ========                   ========                  =======
Interest expense                                        14,706                    10,486                    3,907
                                                       -------                   -------                  -------
Income (loss) before income taxes
   and extraordinary item                              $ 6,771                   $(3,168)                 $(8,540)
                                                       =======                   =======                  =======
</TABLE>

                                                  Total Assets
                                                 -------------
                                                 September 29,
                                                     2000
                                                 -------------

Razors and Blades                                     $313,787
Cotton and Foot Care                                    59,197
Custom Bar Soap                                         29,388
                                                      --------
                                                      $402,372
                                                      ========



                                       -7-

<PAGE>




NOTE F - CONTINGENCIES

Cotton Matter:

During 1998, the Company purchased  bleached cotton from an outside supplier for
use in its pharmaceutical coil business.  The Company converted this cotton from
incoming bales into a coil, which was shipped to its pharmaceutical customers to
be used as filler in bottles of oral dosage forms of pharmaceutical  products to
prevent  breakage.  During the period from March through  November of 1998,  the
process by which the  Company's  supplier  bleached  this  cotton was changed by
introducing  an  expanded  hydrogen  peroxide   treatment.   Subsequent  testing
indicated  varying levels of residual  hydrogen peroxide in the cotton processed
during this time period and the supplier in November  1998 reduced the levels of
residual hydrogen peroxide in its bleaching process.  The Company,  to date, has
received  complaints from a number of customers  alleging  defects in the cotton
supplied  them  during the period and  asserting  these  defects may have led to
changes  in their  products  pharmaceutical  appearance,  and with  respect to a
limited number of products, potency. No lawsuits have been filed by any of these
customers.  The Company has received written notice of claims for damages in the
aggregate amount of approximately $117.0 million. In addition, $113.0 million of
this amount is for alleged lost profits from two  customers,  which lost profits
have not been substantiated.  It is possible that additional damage claims might
be  forthcoming.  On  March  2,  1999,  at the  request  of the  Food  and  Drug
Administration,  the Company  notified all (numbering  approximately  85) of its
pharmaceutical  cotton coil  customers that it was  withdrawing  from the market
those  lots of  cotton  coil  which may  contain  elevated  levels  of  hydrogen
peroxide.

The Company has notified its supplier that, in the Company's  view, the supplier
is primarily responsible for damages, if any, that may arise out of this matter.
At this time, the Company's  supplier has agreed to be responsible  for the cost
of fiber,  bleaching and freight of returned  product,  but has not agreed to be
responsible  for any other  damages and has  expressed  an  intention  to assert
defenses to the Company's  claims.  The Company's  insurance  carriers have been
timely notified of the existence of the claim and have agreed to provide defense
in a  reservation  of rights  letter,  but are  continuing  to evaluate  whether
coverage  would apply to all  aspects of the  claims.  The Company is advised by
outside counsel that it has strong legal arguments that the aggregate  amount of
insurance  available for these claims would be sufficient to cover the magnitude
of the claims currently expressed.

The Company also has been advised by its outside counsel that it has a number of
valid  defenses  to  potential  customer  claims as well as a third  party claim
against its suppliers  for damages,  if any,  incurred by the Company.  However,
management cannot at this time make a meaningful estimate of the amount or range
of loss that could result from an unfavorable  outcome  relating to this overall
issue,  and accordingly,  there can be no assurance that the Company's  exposure
from this matter might not  potentially  exceed the combination of its insurance
coverages  and  recourse to its  suppliers.  It is therefore  possible  that the
Company's  results of  operations  or cash flows in a  particular  quarterly  or
annual  period or its financial  position  could be  significantly  or adversely
affected by an ultimate unfavorable outcome of this matter.

Other Matter:

In June  1999,  the  Company  received  notice of the filing of a lawsuit by The
Gillette Company ("Gillette") asserting claims for damages and injunctive relief
for  alleged  patent  infringement,   misappropriation  of  trade  dress,  false
advertising  and breach of  contract in  connection  with the  marketing  of the
Company's  two-bladed and three-bladed  shaving  cartridge  systems (the MBC(TM)
introduced in 1994 and the  Tri-Flexxx(TM)  introduced in 1999). In August 1999,
the  Company  filed an answer and  counterclaims  in which it denied  Gillette's
allegations, sought a declaration that Gillette's patents are not infringed, are
invalid and  unenforceable,  and  asserted  counterclaims  against  Gillette for
damages  and  injunctive  relief  for,  among other  things,  alleged  antitrust
violations and false  advertising.  Gillette's  time to respond to the Company's
answer  and  counterclaims   has  been  postponed  pending  ongoing   settlement
discussions.  The Company believes that Gillette's  claims are without merit and
intends to defend against them vigorously,  as well as to vigorously  pursue the
Company's  counterclaims  against Gillette.  The Company does not believe it has
any  material  liability  with respect to  Gillette's  claims  described  above.
However,  management  and  counsel at this time are unable to make a  meaningful
estimate of the amount or range of loss that could  result  from an  unfavorable
outcome  relating to this matter.  The Company will  reassess this matter as new
facts become available.




                                       -8-

<PAGE>



NOTE G - ADOPTION OF STOCK INCENTIVE PLAN

In June 2000, RSA Holdings  Corporation,  the Company's parent,  adopted a stock
incentive plan, whereby stock options may be granted to directors,  officers and
other key employees of RSA Holdings Corporation and its subsidiaries to purchase
a specified  number of shares of common stock for a term not to exceed 10 years.
The plan  provides for the granting of options to purchase up to 110,000  shares
of common stock of RSA Holdings  Corporation.  Grants of options to be issued to
directors, officers and other key employees vest and become exercisable upon the
attainment  of  certain  performance  goals  at the end of  certain  performance
periods, as defined in the plan or after nine years.

At September 29, 2000, there were 95,500 stock options outstanding under the RSA
Holdings Corporation stock plan.

In  accordance  with APB  Opinion  No.  25,  "Accounting  for  Stock  Issued  to
Employees,"  the Company has  accounted  for the  provisions of the RSA Holdings
Corporation stock plan in its consolidated  financial  statements.  Accordingly,
because the exercise price of the stock options equaled the fair market value of
the  underlying  stock on the  measurement  date,  no  compensation  expense was
recognized.


NOTE H - NEW ACCOUNTING STANDARDS

In June 1998,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities" ("FAS 133"). FAS 133 establishes  standards
for accounting and disclosure of derivative  instruments.  This new standard, as
amended by FAS 137 and FAS 138, is effective for fiscal quarters of fiscal years
beginning  after June 15,  2000.  The  Company is  required  to adopt FAS 133 on
December 30, 2000.  The  implementation  of this new standard is not expected to
have a material  effect on the  Company's  results of  operations  or  financial
position.

In March 2000,  the FASB  issued FASB  Interpretation  No. 44,  "Accounting  for
Certain  Transactions  Involving Stock  Compensation",  an interpretation of APB
Opinion No. 25,  "Accounting for Stock Issued to Employees." The  Interpretation
clarifies  guidance  for  certain  issues that arose in the  application  of APB
Opinion No. 25. The Company adopted the  Interpretation  on July 1, 2000,  which
did not have any effect on the  Company's  results of  operations  or  financial
position.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial  Statements".  SAB No.
101 provides additional guidance relating to revenue recognition. The Company is
required to adopt SAB No. 101, as amended by SAB No. 101A and SAB No.  101B,  in
the fourth quarter of 2000 and is currently  assessing the impact,  if any, that
SAB No.  101 may  have on the  Company's  results  of  operations  or  financial
position.

In May 2000,  the Emerging  Issues Task Force  ("EITF")  issued EITF No.  00-14,
"Accounting  for  Certain  Sales  Incentives".  EITF  No.  00-14  addresses  the
recognition,  measurement,  and income statement classification of various sales
incentives including discounts, coupons, rebates, and free products or services.
The Company is required to adopt EITF No.  00-14 in the fourth  quarter of 2000.
The  Company has  determined  that the  adoption of EITF No.  00-14 will have no
effect on its financial  position or previously  reported  results of operations
and is in the process of  determining  the potential  effect on its statement of
operations   presentation  and  upon  adoption,   previously   issued  financial
statements may need to be revised to conform to the new presentation.


NOTE I - RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS

In the third quarter of 2000, the Company's Board of Directors approved an early
retirement program which covers certain hourly employees at the Verona, Virginia
plant.  Employees'  eligibility for the early retirement program is based on age
and years of service. Participants will be provided enhanced retirement benefits
including  additional  years of credited  service,  a social security bridge and
postretirement benefits.

The early  retirement  program was offered to eligible  employees on November 1,
2000 and the offer is expected to expire on December 15, 2000.  The  termination
benefits and related  curtailment  gain and loss related to the early retirement
program will be recorded in the fourth quarter of 2000.

                                       -9-

<PAGE>





NOTE J - SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The  Company's  $69.3 million of 9 7/8% Series B Senior Notes due 2005 have been
guaranteed, on a joint and several basis by certain domestic subsidiaries of the
Company, which guarantees are senior unsecured obligations of each guarantor and
will rank pari passu in right of  payment  with all other  indebtedness  of each
guarantor.

The following condensed  consolidating  financial information presents condensed
consolidating  financial  statements  as of September  29, 2000 and December 31,
1999 (the Company),  for the nine months ended September 29, 2000 (the Company),
for the period from April 24, 1999 to September 30, 1999 (the Company),  and for
the period  from  January 1, 1999 to April 23,  1999  (Predecessor)  of American
Safety Razor  Company - the parent  company,  the guarantor  subsidiaries  (on a
combined basis),  the  non-guarantor  subsidiaries  (on a combined  basis),  and
elimination  entries necessary to combine such entities on a consolidated basis.
Separate  financial  statements and other  disclosures  concerning the guarantor
subsidiaries  are not presented  because  management  has  determined  that such
information  would not be  material to the holders of the 9 7/8% Series B Senior
Notes.

                                      -10-

<PAGE>



               Condensed Consolidating Balance Sheets (Unaudited)

                               September 29, 2000
<TABLE>
<CAPTION>


                                                                             Company
                                                   ---------------------------------------------------------------
                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                  ---------- ------------ ------------  ------------  ------------
                                                                          (In thousands)

<S>                                                <C>           <C>          <C>         <C>            <C>
Assets
Current assets:
   Cash and cash equivalents                       $     (8)     $ 1,781      $ 2,348     $       -      $  4,121
   Accounts receivable, net                          21,704       11,350       15,294          (332)       48,016
   Advances receivable--subsidiaries                 65,358            -            -       (65,358)            -
   Inventories                                       32,858       16,199       13,907          (838)       62,126
   Income taxes and prepaid expenses                  4,488        2,102          763             -         7,353
                                                   --------      -------      -------     ---------      -------

     Total current assets                           124,400       31,432       32,312       (66,528)      121,616

Property and equipment, net                          59,831       24,251        7,272             -        91,354
Intangible assets, net                              134,877       22,328        4,996             -       162,201
Prepaid pension cost and other                       18,126        9,054           21             -        27,201
Investment in subsidiaries                           33,103            -        6,725       (39,828)            -
                                                   --------      -------      -------     ---------      --------
     Total assets                                  $370,337      $87,065      $51,326     $(106,356)     $402,372
                                                   ========      =======      =======     =========      ========

Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable, accrued expenses
     and other                                     $ 20,491      $10,891      $ 5,458     $      (4)    $  36,836
   Advances payable--subsidiaries                         -       48,967       17,557       (66,524)            -
   Current maturities of long-term obligations       10,900           45            -             -        10,945
                                                   --------      -------      -------     ---------      --------

     Total current liabilities                       31,391       59,903       23,015       (66,528)       47,781

Long-term obligations                               180,098          136            -             -       180,234
Retiree benefits and other                           17,270       10,577            -             -        27,847
Deferred income taxes                                19,802        4,606          326             -        24,734
                                                   --------      -------      -------     ---------      --------

     Total liabilities                              248,561       75,222       23,341       (66,528)      280,596
                                                   --------      -------      -------     ---------      --------

Stockholders' equity
   Common stock                                         121            -            -             -           121
   Additional paid-in capital                       172,843       12,948       23,736       (36,684)      172,843
   Advances to RSA Holdings Corporation, net        (52,372)           -            -             -       (52,372)
   Retained earnings (accumulated deficit)            2,222       (1,105)       5,287        (4,182)        2,222
   Accumulated other comprehensive loss              (1,038)           -       (1,038)        1,038        (1,038)
                                                   --------      -------      -------     ---------      --------
                                                    121,776       11,843       27,985       (39,828)      121,776
                                                   --------      -------      -------     ---------      ---------
     Total liabilities and stockholders' equity    $370,337      $87,065      $51,326     $(106,356)     $402,372
                                                   ========      =======      =======     =========      ========
</TABLE>



                                      -11-

<PAGE>



                     Condensed Consolidating Balance Sheets

                                December 31, 1999
<TABLE>
<CAPTION>


                                                                             Company
                                                   ---------------------------------------------------------------
                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                   --------  ------------ ------------  ------------  ------------
                                                                         (In thousands)
<S>                                                <C>           <C>          <C>         <C>            <C>
Assets
Current assets:
   Cash and cash equivalents                       $  6,221      $ 1,180      $ 5,081     $      18      $ 12,500
   Accounts receivable, net                          19,927       12,906       13,751          (332)       46,252
   Advances receivable--subsidiaries                 59,790            -            -       (59,790)            -
   Inventories                                       29,825       13,322       11,947          (690)       54,404
   Income taxes and prepaid expenses                  6,511        1,912          273             -         8,696
                                                   --------      -------      -------     ---------      --------

     Total current assets                           122,274       29,320       31,052       (60,794)      121,852

Property and equipment, net                          58,005       24,731        7,255             -        89,991
Intangible assets, net                              138,404       22,994        5,103             -       166,501
Prepaid pension cost and other                       16,133        8,373           21             -        24,527
Investment in subsidiaries                           32,506            -        8,587       (41,093)            -
                                                   --------      -------      -------     ---------      --------
     Total assets                                  $367,322      $85,418      $52,018     $(101,887)     $402,871
                                                   ========      =======      =======     =========      ========

Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable, accrued expenses
     and other                                     $ 19,299      $10,830      $ 6,714   $        (1)    $  36,842
   Advances payable--subsidiaries                         -       44,289       16,504       (60,793)            -
   Current maturities of long-term obligations        7,964        1,417        1,127             -        10,508
                                                   --------      -------      -------     ---------      --------

     Total current liabilities                       27,263       56,536       24,345       (60,794)       47,350

Long-term obligations                               174,954          154            -             -       175,108
Retiree benefits and other                           16,750       10,583            -             -        27,333
Deferred income taxes                                19,353        4,392          333             -        24,078
                                                   --------      -------      -------     ---------      --------

     Total liabilities                              238,320       71,665       24,678       (60,794)      273,869
                                                   --------      -------      -------     ---------      --------

Stockholders' equity
   Common stock                                         121          485           87          (572)          121
   Additional paid-in capital                       172,843       12,463       23,391       (35,854)      172,843
   Advances to RSA Holdings Corporation, net        (42,714)           -            -             -       (42,714)
   Retained earnings (accumulated deficit)           (1,258)         805        3,852        (4,657)       (1,258)
   Accumulated other comprehensive
     income                                              10            -           10           (10)           10
                                                   --------      -------      -------     ---------      --------
                                                    129,002       13,753       27,340       (41,093)      129,002
                                                   --------      -------      -------     ---------      --------
     Total liabilities and stockholders' equity    $367,322      $85,418      $52,018     $(101,887)     $402,871
                                                   ========      =======      =======     =========      ========

</TABLE>

                                      -12-

<PAGE>




          Condensed Consolidating Statements of Operations (Unaudited)

                      Nine Months Ended September 29, 2000

<TABLE>
<CAPTION>

                                                                            Company
                                                   ---------------------------------------------------------------
                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                   --------  ------------ ------------  ------------  ------------
                                                                          (In thousands)


<S>                                                <C>           <C>          <C>         <C>           <C>
Net sales                                          $125,510      $82,727      $52,328     $(20,001)     $240,564
Cost of sales                                        69,696       70,101       39,531      (20,001)      159,327
                                                   --------      -------      -------     ---------     --------

Gross profit                                         55,814       12,626       12,797             -       81,237

Selling, general and
     administrative expenses                         36,228       11,100        8,964             -       56,292
Amortization of intangible assets                     2,695          666          107             -        3,468
                                                   --------      -------      -------     ---------     --------

Operating income                                     16,891          860        3,726             -       21,477

Other income (expense):
     Equity in earnings (losses) of affiliates        1,388            -       (1,863)          475            -
     Interest expense                               (12,800)      (3,578)       1,672             -      (14,706)
                                                   --------      -------      -------     ---------     ---------

Income (loss) before income taxes                     5,479       (2,718)       3,535           475        6,771
Income taxes (benefit)                                1,999         (808)       2,100             -        3,291
                                                   --------      -------      -------     ---------     --------

Net income (loss)                                  $  3,480      $(1,910)     $ 1,435     $     475     $  3,480
                                                   ========      =======      =======     =========     ========
</TABLE>

                                      -13-

<PAGE>




          Condensed Consolidating Statements of Operations (Unaudited)

            For the Period from April 24, 1999 to September 30, 1999

<TABLE>
<CAPTION>


                                                                            Company
                                                    --------------------------------------------------------------
                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------- ------------ ------------  ------------  ------------
                                                                         (In thousands)


<S>                                                 <C>          <C>          <C>         <C>           <C>
Net sales                                           $77,406      $51,280      $27,890     $(10,554)     $146,022
Cost of sales:
     Cost of sales                                   40,310       42,103       21,239      (10,554)       93,098
     Purchase accounting adjustment
        to inventory                                  7,910          215          883            -         9,008
                                                    -------      -------      -------     ---------     --------

Gross profit                                         29,186        8,962        5,768            -        43,916

Selling, general and
     administrative expenses                         23,413        6,299        4,701            -        34,413
Amortization of intangible assets                     1,606          565           14            -         2,185
                                                    -------      -------      -------     --------      --------

Operating income                                      4,167        2,098        1,053            -         7,318

Operating income (expense):
     Equity in earnings (losses) of affiliates        1,635            -         (602)      (1,033)            -
     Interest expense                                (9,477)      (1,874)         865            -       (10,486)
                                                    -------      -------      -------     --------      --------

Income (loss) before income taxes
     and extraordinary item                          (3,675)         224        1,316       (1,033)       (3,168)
Income taxes (benefit)                               (1,209)         109          398            -          (702)
                                                    -------       ------      -------     --------      --------

Income (loss) before extraordinary item              (2,466)         115          918       (1,033)       (2,466)
Extraordinary item                                      611            -            -            -           611
                                                    -------       ------      -------     --------      --------

Net income (loss)                                   $(3,077)      $  115      $   918     $ (1,033)     $ (3,077)
                                                    =======       ======      =======     ========      ========
</TABLE>


                                      -14-

<PAGE>




          Condensed Consolidating Statements of Operations (Unaudited)

              For the Period from January 1, 1999 to April 23, 1999


<TABLE>
<CAPTION>

                                                                           Predecessor
                                                    --------------------------------------------------------------
                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------  ------------ ------------  ------------  ------------
                                                                         (In thousands)

<S>                                                 <C>          <C>          <C>           <C>           <C>
Net sales                                           $46,889      $32,731      $17,136       $(9,165)      $87,591
Cost of sales                                        26,237       28,514       12,934        (9,165)       58,520
                                                    -------      -------      -------       -------       -------

Gross profit                                         20,652        4,217        4,202             -        29,071

Selling, general and
     administrative expenses                         13,665        3,860        3,904             -        21,429
Amortization of intangible assets                       470          318           47             -           835
Transaction expenses                                 11,440            -            -             -        11,440
                                                    -------      -------      -------       -------       -------

Operating income (loss)                              (4,923)          39          251             -        (4,633)

Operating income (expense):
     Equity in earnings (losses) of affiliates         (135)           -         (394)          529             -
     Interest expense                                (3,193)      (1,300)         586             -        (3,907)
                                                    -------      -------      -------       -------       -------

Income (loss) before income taxes
     and extraordinary item                          (8,251)      (1,261)         443           529        (8,540)
Income taxes (benefit)                                 (553)        (570)         281             -          (842)
                                                    -------      -------      -------       -------       -------

Income (loss) before extraordinary item              (7,698)        (691)         162           529        (7,698)
Extraordinary item                                      118            -            -             -           118
                                                    -------      -------      -------       -------       -------

Net income (loss)                                   $(7,816)     $  (691)     $   162       $   529       $(7,816)
                                                    =======      =======      =======       =======       =======
</TABLE>


                                      -15-

<PAGE>



     Condensed Consolidating Statements of Comprehensive Income (Unaudited)

                      Nine Months Ended September 29, 2000

<TABLE>
<CAPTION>


                                                                            Company
                                                     -------------------------------------------------------------
                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                     ------- ------------ ------------  ------------  ------------
                                                                         (In thousands)

<S>                                                  <C>         <C>           <C>           <C>           <C>
Net income (loss)                                    $3,480      $(1,910)      $1,435        $   475       $3,480
Other comprehensive loss:
   Foreign currency translation adjustments          (1,048)           -       (1,048)         1,048       (1,048)
                                                     ------      -------       ------         ------       ------
Comprehensive income (loss)                          $2,432      $(1,910)      $  387         $1,523       $2,432
                                                     ======      =======       ======         ======       ======
</TABLE>


     Condensed Consolidating Statements of Comprehensive Income (Unaudited)

            For the Period from April 24, 1999 to September 30, 1999


<TABLE>
<CAPTION>

                                                                            Company
                                                    --------------------------------------------------------------
                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------- ------------ ------------  ------------  ------------
                                                                         (In thousands)

<S>                                                 <C>              <C>       <C>          <C>           <C>
Net income (loss)                                   $(3,077)         $115      $  918       $(1,033)      $(3,077)
Other comprehensive loss:
   Foreign currency translation adjustments               -             -         281             3           284
                                                    -------          ----      ------       -------       -------
Comprehensive income (loss)                         $(3,077)         $115      $1,199       $(1,030)      $(2,793)
                                                    =======          ====      ======       =======       =======
</TABLE>


     Condensed Consolidating Statements of Comprehensive Income (Unaudited)

              For the Period from January 1, 1999 to April 23, 1999

<TABLE>
<CAPTION>

                                                                           Predecessor
                                                    --------------------------------------------------------------
                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------  ------------ ------------  ------------  ------------
                                                                         (In thousands)

<S>                                                 <C>            <C>           <C>            <C>       <C>
Net income (loss)                                   $(7,816)       $(691)        $162           $529      $(7,816)
Other comprehensive loss:
   Foreign currency translation adjustments               -            -         (116)             -         (116)
                                                    -------        -----         ----           ----      -------
Comprehensive income (loss)                         $(7,816)       $(691)        $ 46           $529      $(7,932)
                                                    =======        =====         ====           ====      =======

</TABLE>

                                      -16-

<PAGE>



          Condensed Consolidating Statements of Cash Flows (Unaudited)

                      Nine Months Ended September 29, 2000


<TABLE>
<CAPTION>

                                                                             Company
                                                    ---------------------------------------------------------------
                                                                              Non-
                                                               Guarantor    guarantor
                                                       ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------   ------------ ------------  ------------  ------------
                                                                         (In thousands)

<S>                                                 <C>           <C>         <C>            <C>          <C>
Operating activities
Net cash provided by (used in)
     operating activities                           $ 9,419       $ (788)     $(1,551)       $  145       $ 7,225

Investing activities
Capital expenditures                                 (8,289)      (1,854)      (1,108)            -       (11,251)
Other                                                  (175)           -            -             -          (175)
Advances from (to) subsidiaries                      (5,568)           -            -         5,568             -
                                                    -------       -----       -------        ------       --------

Net cash used in investing activities               (14,032)      (1,854)      (1,108)        5,568       (11,426)

Financing activities
Repayment of long-term obligations                  (14,920)      (1,435)      (1,127)            -       (17,482)
Proceeds from borrowings                             23,000            -            -             -        23,000
Deferred loan fees                                      (38)           -            -             -           (38)
Advances to parent                                   (9,658)           -            -             -        (9,658)
Advances from (to) subsidiaries                           -        4,678        1,053        (5,731)            -
                                                    -------       ------      -------        ------       -------

Net cash (used in) provided by
     financing activities                            (1,616)       3,243          (74)       (5,731)       (4,178)

Net (decrease) increase in cash and cash
   equivalents                                       (6,229)         601       (2,733)          (18)       (8,379)
Cash and cash equivalents, beginning of
   period                                             6,221        1,180        5,081            18        12,500
                                                    -------       ------      -------        ------       -------
Cash and cash equivalents, end of
   period                                           $    (8)      $1,781      $ 2,348        $    -       $ 4,121
                                                    =======       ======      =======        ======       =======
</TABLE>

                                      -17-

<PAGE>



          Condensed Consolidating Statements of Cash Flows (Unaudited)

            For the Period from April 24, 1999 to September 30, 1999


<TABLE>
<CAPTION>


                                                                             Company
                                                    --------------------------------------------------------------
                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------- ------------ ------------  ------------  ------------
                                                                         (In thousands)
<S>                                                 <C>           <C>          <C>          <C>           <C>
Operating activities
Net cash provided by
     operating activities                           $ 7,068       $1,111       $2,731       $(1,325)      $ 9,585

Investing activities
Capital expenditures                                 (2,076)        (990)        (543)            -        (3,609)
Other                                                   (35)          (1)         (38)            -           (74)
Advances from (to) subsidiaries                        (131)           -       (2,076)        2,207             -
                                                    -------       ------       ------       -------       -------

Net cash used in investing activities                (2,242)        (991)      (2,657)        2,207        (3,683)

Financing activities
Repayment of long-term obligations                  (37,870)      (1,117)        (230)            -       (39,217)
Proceeds from borrowings                              57,797           -            -             -        57,797
Deferred loan fees                                     (395)           -            -             -          (395)
Advances to parent, net                             (18,783)           -            -             -       (18,783)
Advances from (to) subsidiaries                           -          882            -          (882)            -
                                                    -------       ------       ------       -------       -------

Net cash provided by (used in)
     financing activities                               749         (235)        (230)         (882)         (598)

Net increase (decrease) in cash and cash
   equivalents                                        5,575         (115)        (156)            -         5,304
Cash and cash equivalents, beginning of
  period                                               (173)         297        2,138             -         2,262
                                                     ------       ------       ------       -------       -------
Cash and cash equivalents, end of
   period                                            $5,402       $  182       $1,982       $     -       $ 7,566
                                                     ======       ======       ======       =======       =======
</TABLE>



                                      -18-

<PAGE>



          Condensed Consolidating Statements of Cash Flows (Unaudited)

              For the Period from January 1, 1999 to April 23, 1999

<TABLE>
<CAPTION>

                                                                           Predecessor
                                                    --------------------------------------------------------------
                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------- ------------ ------------  ------------  ------------
                                                                         (In thousands)
<S>                                                 <C>           <C>          <C>           <C>          <C>
Operating activities
Net cash (used in) provided by
     operating activities                           $(7,976)      $1,545       $  124        $  973       $(5,334)

Investing activities
Capital expenditures                                 (2,538)        (824)        (276)            -        (3,638)
Other                                                    49            -            -             -            49
Advances from (to) subsidiaries                       2,132            -         (691)       (1,441)            -
                                                    -------       ------       ------        ------       -------

Net cash used in investing activities                  (357)        (824)        (967)       (1,441)       (3,589)

Financing activities
Repayment of long-term obligations                  (25,401)         (62)        (383)            -       (25,846)
Proceeds from borrowings                             65,337            -            -             -        65,337
Deferred loan fees                                   (7,606)           -            -             -        (7,606)
Proceeds from exercise of stock options                   2            -            -             -             2
Advances to parent, net                             (24,155)           -            -             -       (24,155)
Advances from (to) subsidiaries                           -         (468)           -           468             -
                                                    -------       ------       ------        ------       -------

Net cash provided by (used in)
     financing activities                             8,177         (530)        (383)          468         7,732

Net (decrease) increase in cash and cash
   equivalents                                         (156)         191       (1,226)            -        (1,191)
Cash and cash equivalents, beginning of
  period                                                (17)         106        3,364             -         3,453
                                                    -------       ------       ------        ------        ------
Cash and cash equivalents, end of
   period                                           $  (173)      $  297       $2,138        $    -       $ 2,262
                                                    =======       ======       ======        ======       =======
</TABLE>

                                      -19-

<PAGE>




                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

General

The  following  discussion  and analysis of financial  condition  and results of
operations is based upon and should be read in conjunction with the consolidated
financial  statements of the Company and notes  thereto  included in this Report
and the Registrant's  Annual Report on Form 10-K for the year ended December 31,
1999. Additionally,  management has prepared pro forma results of operations for
the nine  months  ended  September  30, 1999 to enable a  meaningful  comparison
between 2000 and 1999 results of operations. Accordingly, see "Nine Months Ended
September 29, 2000  Compared to Pro Forma Nine Months Ended  September 30, 1999"
discussions below, which compare the nine months ended September 29, 2000 to the
pro forma nine months ended  September  30, 1999  assuming the  acquisition  and
related  financing  transactions  had  occurred  on January 1, 1999,  for a more
meaningful comparison of operations.


Forward-Looking Statements

Management's  discussion  and  analysis of  financial  condition  and results of
operations  and  other   sections  of  this  Report   contain   "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933 and
Section  21E of  the  Securities  Exchange  Act  of  1934.  We  intend  for  the
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements  in these  sections.  All  statements  regarding the
Company's  expected  financial  position,   business  and  financing  plans  are
forward-looking  statements.  Such forward- looking statements are identified by
use  of  forward-looking  words  such  as  "anticipates,"  "believes,"  "plans,"
"estimates," "expects," and "intends" or words or phrases of similar expression.
These forward-looking  statements are subject to various assumptions,  risks and
uncertainties,  including but not limited to,  changes in political and economic
conditions,  demand for the  Company's  products,  acceptance  of new  products,
technology  developments affecting the Company's products and to those discussed
in  the  Company's   filings  with  the  Securities  and  Exchange   Commission.
Accordingly,  actual results could differ materially from those  contemplated by
the forward-looking statements.


Three Months Ended  September 29, 2000 Compared to Three Months Ended  September
30, 1999

Net Sales.  Net sales for the three months ended September 29, 2000, and for the
three months ended  September 30, 1999,  were $83.4  million and $86.1  million,
respectively, a decrease of $2.7 million, or 3.1%.

Razors and  Blades.  Net sales of our razors  and blades  segment  for the three
months ended  September 29, 2000,  and for the three months ended  September 30,
1999,  were $55.1 million and $54.7 million,  respectively,  an increase of $0.4
million or 0.7%.

Net sales of shaving razors and blades for the three months ended  September 29,
2000, and for the three months ended  September 30, 1999, were $37.3 million and
$37.4 million,  respectively,  a decrease of $0.1 million, or 0.3%. Net sales of
domestic value branded shaving  products  decreased 7.0% primarily  reflecting a
decline in promotional programs and inventory reductions by a key customer.  Net
sales of domestic  private  label  shaving  products  decreased  3.1%  primarily
reflecting  a decline in  promotional  programs by several  customers  which was
somewhat  offset by sales gains relating to the  Tri-Flexxx and Premier  Comfort
shaving  products.  Net  sales of  shaving  products  in  international  markets
increased  7.9% (net of a 7%  negative  impact of  unfavorable  exchange  rates)
reflecting stronger sales in most of the Company's markets.

Net sales of blades and bladed hand tools for the three months  ended  September
29, 2000, and for the three months ended  September 30, 1999, were $13.5 million
and $13.1  million,  respectively,  an increase of $0.4  million,  or 2.9%.  The
growth primarily reflects increased sales of the Company's branded products as a
result of recent distribution gains.

Net sales of specialty  industrial and medical blades for the three months ended
September 29, 2000, and for the three

                                      -20-

<PAGE>



months  ended   September  30,  1999,   were  $4.3  million  and  $4.2  million,
respectively, an increase of $0.1 million or 2.2%. Sales of specialty industrial
products increased 12.7% reflecting strong  distribution gains. Sales of medical
products  decreased 6.3% primarily  reflecting  inventory  reductions by certain
customers and consolidations within the healthcare industry.

Cotton and Foot Care.  Net sales of cotton and foot care  products for the three
months ended  September 29, 2000,  and for the three months ended  September 30,
1999,  were $21.2 million and $23.5  million,  respectively,  a decrease of $2.3
million or 9.6%. The decrease  results  primarily from a decrease in promotional
programs and  inventory  reductions  by a key customer and reduced  sales volume
resulting  from  issues  related to the cotton  coil  matter  (see Note F to the
condensed consolidated financial statements).

Custom Bar Soap.  Net sales of the  Company's  custom bar soap  products for the
three months ended  September 29, 2000, and for the three months ended September
30, 1999, were $7.1 million and $7.9 million,  respectively,  a decrease of $0.8
million or 9.8%. The decrease  results  primarily from decreased sales volume to
several   pharmaceutical/skin  care  customers  which  was  somewhat  offset  by
increased sales volume to one of the Company's specialty customers.

Gross Profit.  Gross profit  decreased  $1.9 million to $29.3 million during the
three months ended  September 29, 2000,  from $31.2 million for the three months
ended  September  30, 1999 due to lower sales  volume.  As a  percentage  of net
sales, gross profit was 35.1% for the three months ended September 29, 2000, and
36.2% for the three months ended September 30, 1999.  Blade margins declined due
primarily to product mix,  higher material costs,  higher  depreciation  expense
related  to  capacity  expansion  projects  and  from  the  negative  impact  of
unfavorable  exchange  rates,  primarily the Euro.  Cotton margins  declined due
primarily  to  product  mix and higher  manufacturing  overheads.  Soap  margins
declined due primarily to product mix.

Operating and Other Expenses.  Selling, general and administrative expenses were
23.1% of net sales for the three months ended  September  29, 2000,  compared to
24.7% for the three months ended  September  30,  1999.  The decrease  primarily
reflects a decrease in  promotional  spending  for our shaving  blade and cotton
products  and an  increase in pension  income  which was  somewhat  offset by an
increase  in   administrative   overhead   associated  with  the  new  corporate
headquarters.  Amortization of intangible assets was substantially  unchanged at
$1.1 million for the three months ended September 29, 2000, and $1.3 million for
the three months ended  September  30, 1999.  Interest  expense  decreased  $1.3
million to $5.2 million for the three months ended September 29, 2000, from $6.5
million for the three months ended  September  30,  1999,  due  primarily to the
write-off in July 1999 of $2.2 million of deferred financing costs in connection
with the $52.5  million  reduction  in the  Company's  term loan  facility.  The
decrease  was somewhat  offset by  increased  interest  expense  resulting  from
additional  borrowings  under the  Company's  revolving  credit  facility and an
increase in interest rates.

The  Company's  effective  income tax rate was 50.1% for the three  months ended
September 29, 2000,  versus 40.2% for the three months ended September 30, 1999,
and varies from the United States  statutory rate due primarily to nondeductible
goodwill amortization and state income taxes, net of the federal tax benefit.


Pro Forma  Condensed  Consolidated  Statement of Operations  for the Nine Months
Ended September 30, 1999

The following unaudited pro forma condensed consolidated statement of operations
has been prepared by management from the historical  financial statements of the
Predecessor  for the  period  from  January 1, 1999 to April 23,  1999,  and the
historical  financial  statements  of the  Company for the period from April 24,
1999  to  September  30,  1999.  The  acquisition,  and  the  related  financing
transactions,  are assumed to have  occurred  on January 1, 1999.  The pro forma
condensed  consolidated  statement  of  operations  for the  nine  months  ended
September 30, 1999, is not  necessarily  indicative of the results of operations
that would have occurred for the nine months ended  September 30, 1999,  had the
acquisition and relating financing  transactions occurred on January 1, 1999. In
preparation  of the pro forma  condensed  consolidated  statement of operations,
management has made certain  estimates and  assumptions  that affect the amounts
reported  in  the  unaudited  pro  forma  condensed  consolidated  statement  of
operations.   The  unaudited  pro  forma  condensed  consolidated  statement  of
operations  for the nine months  ended  September  30,  1999,  should be read in
conjunction with the historical  financial  statements and related notes thereto
of the Company which are included in this Form 10-Q and in the Company's  Annual
Report on Form 10-K for the year ended December 31, 1999.

                                      -21-

<PAGE>



   Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
                      Nine Months Ended September 30, 1999
                                 (In Thousands)
<TABLE>
<CAPTION>

                                    Predecessor                 Predecessor       Company                      Company
                                     Historical                  Pro Forma       Historical                   Pro Forma
                                    Period from                  Period From    Period From                  Nine Months
                                  January 1, 1999              January 1, 1999  April 24, 1999                 Ended
                                   to April 23,     Pro Forma   to April 23,    to September    Pro Forma    September
                                        1999       Adjustments    1999           30, 1999      Adjustments   30, 1999
                                  ---------------  -----------  --------------  -------------- -----------   -----------
<S>                                   <C>           <C>            <C>            <C>            <C>           <C>
Net sales                             $87,591                      $ 87,591       $146,022       $    -        $233,613
Cost of sales:
   Cost of sales                       58,520       $   460 (a)      58,980         93,098            -         152,078
   Purchase accounting adjustment
      to inventory                          -         9,008 (b)       9,008          9,008       (9,008)(b)       9,008
                                      -------       -------        --------       --------       ------        --------

   Gross profit                        29,071        (9,468)         19,603         43,916        9,008          72,527

Selling, general and administrative
   expenses                            21,429            68 (c)      21,497         34,413            -          55,910
Amortization of intangible assets         835           638 (d)       1,473          2,185            -           3,658
Transaction expenses                   11,440             -          11,440              -            -          11,440
                                      -------       -------        --------       --------       -------       --------

   Operating (loss) income             (4,633)      (10,174)        (14,807)         7,318        9,008           1,519

Interest expense                        3,907         2,030 (e)       5,937         10,486         (138)(g)      16,285
                                      -------       -------        --------       --------       ------        --------

   Loss before income taxes
      and extraordinary item           (8,540)      (12,204)        (20,744)        (3,168)       9,146         (14,766)

Income taxes (benefit)                   (842)       (4,666)(f)      (5,508)          (702)       3,631 (f)      (2,579)
                                      -------       -------        --------       --------       ------        --------

   Loss before
      extraordinary item              $(7,698)      $(7,538)       $(15,236)      $ (2,466)      $5,515        $(12,187)
                                      =======       =======        ========       ========       ======        ========
</TABLE>


(a) Adjustment  to provide pro forma  depreciation  expense  resulting  from the
    application  of  purchase  accounting  adjustments  computed  based  on  the
    remaining useful lives of plant and equipment.

(b) Adjustment  to reflect the impact on cost of sales of  additional  inventory
    costs resulting from adjusting the carrying value of acquired inventories to
    reflect their estimated fair market value assuming the acquisition  occurred
    on January 1, 1999.

(c) Adjustment to reflect the elimination of amortization of unrecognized  prior
    service cost and unrecognized gains related to the Predecessor's pension and
    postretirement benefit plans.

(d) Adjustment to reflect the  elimination  of $705 of  amortization  related to
    historical  goodwill and record pro forma  amortization of $1,343 related to
    intangible  assets  including  goodwill,  trademarks and patents recorded in
    connection with the acquisition. Goodwill and trademarks are being amortized
    over a 40-year  useful life and patents are being  amortized  over a 15-year
    useful life. These periods are believed by management to be reasonable based
    on the expected lives of the underlying processes,  products,  and equipment
    assumed to be acquired.

(e) Adjustment to reflect (i) the elimination of historical  interest expense of
    $494 related to the Predecessor's  credit facilities,  loan commitment fees,
    and  the  amortization  of  deferred   financing   costs,   (ii)  pro  forma
    amortization of $353 for the $8,001 in deferred  financing costs incurred in
    connection  with the financing,  amortized over the respective  lives of the
    Company's credit facilities,  and (iii) pro forma interest expense of $2,171
    on the Company's  credit  facilities  related to the balances  assumed to be
    outstanding on January 1, 1999.  Interest expense has been computed assuming
    that the  LIBOR-based  interest rate (plus the applicable  margin) option is
    selected by the Company.  Balances  assumed to be  outstanding on January 1,
    1999,  include $5,000 under the revolving  credit facility and $88,000 under
    the Term Loan Facility. In addition, the purchase of $30,700 in Senior Notes

                                      -22-

<PAGE>



    on June 10, 1999, was assumed to occur on January 1, 1999.

(f) Adjustment  to  reflect  the  income  tax  consequences  of  the  pro  forma
    adjustments  computed  at the  statutory  rate of  39.7%  excluding  the net
    adjustment for goodwill of $451 which is not tax deductible.

(g) Adjustment  to reflect pro forma  interest  expense of $261 on the Company's
    credit facilities related to the balances assumed to be outstanding on April
    24, 1999.  Interest expense has been computed  assuming that the LIBOR-based
    interest  rate  (plus  the  applicable  margin)  option is  selected  by the
    Company.  Balances assumed to be outstanding on April 24, 1999, are the same
    as described in (e) above.  Adjustment to reflect pro forma interest expense
    reduction  of $399  related to the  $30,700,000  in Senior  Notes which were
    assumed to be purchased on April 24, 1999.


Nine Months  Ended  September  29, 2000  Compared to Pro Forma Nine Months Ended
September 30, 1999

Net Sales.  Net sales for the nine months ended  September 29, 2000, and for the
pro forma nine months ended  September 30, 1999,  were $240.6 million and $233.6
million, respectively, an increase of $7.0 million, or 3.0%.

Razors and  Blades.  Net sales of our razors  and  blades  segment  for the nine
months  ended  September  29,  2000,  and for the pro forma  nine  months  ended
September 30, 1999,  were $158.4 million and $150.2  million,  respectively,  an
increase of $8.2 million, or 5.4%.

Net sales of shaving  razors and blades for the nine months ended  September 29,
2000,  and for the pro forma nine months ended  September 30, 1999,  were $107.0
million and $99.3 million,  respectively,  an increase of $7.7 million, or 7.7%.
Net sales of domestic value branded  shaving  products  decreased 5.4% primarily
reflecting a decline in promotional  programs and inventory  reductions by a key
customer.  In addition,  net sales for the nine months ended September 30, 1999,
were favorably affected by sales of the Revlon Perfect Finish(TM) shaving system
which was  discontinued in September  1999. Net sales of domestic  private label
shaving products increased 6.3% primarily reflecting sales gains relating to the
Tri-Flexxx and Premier Comfort  shaving  products which was somewhat offset by a
decline  in  promotional  programs  by several  customers.  Net sales of shaving
products in international  markets  increased 20.5% (net of a 6% negative impact
of  unfavorable  exchange  rates)  reflecting  stronger  sales  in  most  of the
Company's markets.

Net sales of blades and bladed  hand tools for the nine months  ended  September
29, 2000, and for the pro forma nine months ended September 30, 1999, were $39.0
million and $38.9 million, respectively, an increase of $0.1 million, or 0.3%.

Net sales of specialty  industrial  and medical blades for the nine months ended
September 29, 2000, and for the pro forma nine months ended  September 30, 1999,
were $12.4 million and $12.0 million, respectively, an increase of $0.4 million,
or 2.9%.  Sales of specialty  industrial  products  increased  10.3%  reflecting
strong  distribution  gains.  Sales of medical products decreased 3.1% primarily
reflecting inventory  reductions by certain customers and consolidations  within
the healthcare industry.

Cotton and Foot Care.  Net sales of cotton and foot care  products  for the nine
months  ended  September  29,  2000,  and for the pro forma  nine  months  ended
September  30,  1999,  were $60.9  million and $62.6  million,  respectively,  a
decrease of $1.7 million or 2.7%.  The decrease  results  primarily from reduced
sales volume resulting from issues related to the cotton coil matter (see Note F
to the condensed consolidated financial statements).

Custom Bar Soap.  Net sales of the  Company's  custom bar soap  products for the
nine months ended  September  29, 2000,  and for the pro forma nine months ended
September  30, 1999,  were $21.3  million and $20.8  million,  respectively,  an
increase of $0.5 million or 2.4%. The increase results  primarily from increased
sales  volume to one of the  Company's  specialty  customers  which was somewhat
offset by decreased sales volume to several pharmaceutical/skin care customers.

Gross Profit.  Gross profit increased $8.7 million to $81.2 million for the nine
months  ended  September  29,  2000,  from $72.5  million for the pro forma nine
months  ended  September  30,  1999 due  primarily  to the  purchase  accounting
adjustment  to  inventory  of $9.0  million for the pro forma nine months  ended
September 30, 1999, and

                                      -23-

<PAGE>



to higher sales volume. As a percentage of net sales, gross profit was 33.8% for
the nine  months  ended  September  29,  2000,  and 31.0% for the pro forma nine
months  ended  September  30,  1999.  Excluding  the  1999  purchase  accounting
adjustment to inventory of $9.0 million,  gross profit decreased $0.3 million to
$81.2 million for the nine months ended  September 29, 2000,  from $81.5 million
for the pro forma nine months ended  September 30, 1999,  and as a percentage of
net sales,  gross profit was 33.8% for the nine months ended September 29, 2000,
and 34.9% for the pro forma nine months ended September 30, 1999.  Blade margins
declined  due  primarily  to  product  mix,  higher   material   costs,   higher
depreciation  expense  related  to  capacity  expansion  projects  and  from the
negative  impact of  unfavorable  exchange  rates,  primarily  the Euro.  Cotton
margins  declined  due  primarily  to  product  mix  and  higher   manufacturing
overheads. Soap margins declined due primarily to product mix.

Operating and Other Expenses.  Selling, general and administrative expenses were
23.4% of net sales for the nine months ended  September  29,  2000,  compared to
23.9% for the pro forma nine months  ended  September  30,  1999.  The  decrease
primarily  reflects a decrease in  promotional  spending  for our shaving  blade
products  and an  increase in pension  income  which was  somewhat  offset by an
increase  in legal fees  arising  from the  Gillette  lawsuit and an increase in
marketing and  administrative  overhead  associated with the new management team
and the new  corporate  headquarters.  Amortization  of  intangible  assets  was
substantially  unchanged at $3.5 million for the nine months ended September 29,
2000,  and $3.7 million for the pro forma nine months ended  September 30, 1999.
Interest  expense  decreased  $1.6 million to $14.7  million for the nine months
ended September 29, 2000, from $16.3 million for the pro forma nine months ended
September 30, 1999,  due primarily to the write-off in July 1999 of $2.2 million
of deferred  financing costs and lower commitment fee expense in connection with
the $52.5 million permanent  reduction in the Company's term loan facility.  The
decrease  was somewhat  offset by  increased  interest  expense  resulting  from
additional  borrowings  under the  Company's  revolving  credit  facility and an
increase in interest rates.

In connection with the 1999 acquisition the Predecessor  incurred  approximately
$11.4 million in transaction  expenses related  primarily to (i) amounts paid to
redeem  all  of  the  outstanding  options  to  purchase  common  stock  of  the
Predecessor,  (ii)  costs  incurred  by or  on  behalf  of  the  Predecessor  in
connection  with the  acquisition,  including legal and other advisory fees, and
(iii) costs incurred by or on behalf of the Predecessor related to payments made
to  certain  employees  of the  Predecessor  in  connection  with the  change of
control.

Costs of $0.7 million (net of tax benefit)  associated with the 1999 purchase of
the Senior Notes and repayment of the terminated  credit  facility are reflected
in the consolidated statement of operations as an extraordinary item.

The  Company's  effective  income tax rate was 48.6% for the nine  months  ended
September  29, 2000,  and (17.5)% for the pro forma nine months ended  September
30, 1999,  and varies from the United  States  statutory  rate due  primarily to
nondeductible goodwill amortization, certain non deductible transaction expenses
in 1999 and state income taxes, net of the federal tax benefit.


Liquidity and Capital Resources

The Company's  primary  sources of liquidity are cash flow from  operations  and
borrowings under its revolving  credit facility.  Net cash provided by operating
activities  amounted to $7.2  million for the nine months  ended  September  29,
2000. Net cash provided by operating activities amounted to $9.6 million for the
period  from  April  24,  1999,  to  September  30,  1999,  and net cash used in
operating  activities  amounted to $5.3  million for the period from  January 1,
1999, to April 23, 1999. Net cash provided by operating  activities for the nine
months ended September 29, 2000 primarily reflects an increase in net income and
net changes in working capital accounts.  Net cash used in investing  activities
related  primarily to capital  expenditures of $11.3 million for the nine months
ended  September 29, 2000. Net cash used in financing  activities  resulted from
$9.7 million in net advances to the Company's  parent which was somewhat  offset
by $5.5 million in net borrowings for the nine months ended September 29, 2000.

In May 2000, the Company amended its $190.0 million credit  agreement to provide
for the  Company to make a $10.0  million  advance to its  parent  company,  RSA
Holdings  Corporation,  for  the  partial  prepayment  of its  outstanding  note
payable.  In May 2000,  the Company  borrowed  $10.0 million under its revolving
credit  facility and advanced the $10.0 million to RSA Holdings  Corporation  to
prepay a portion of its outstanding note payable.

At September 29, 2000, the Company had approximately $11.4 million available for
future borrowings under its revolving credit facility.

                                      -24-

<PAGE>




Management  believes that the  Company's  cash on hand,  anticipated  funds from
operations,  and the amounts available to the Company under its revolving credit
facility  will be  sufficient  to  cover  its  working  capital  needs,  capital
expenditures  and debt  service  requirements  as well as support the  Company's
growth-oriented  strategy  for its  existing  business  for at least the next 12
months.

The Company's  ability to fund  operations,  make capital  expenditures and make
scheduled  principal  and  interest  payments  or  to  refinance  the  Company's
indebtedness will depend upon future financial and operating performance,  which
will be affected by prevailing economic  conditions and financial,  business and
other factors, some of which are beyond the Company's control.

Market Risk

The  Company is  exposed to various  market  risk  factors  such as  fluctuating
interest  rates and changes in foreign  currency  rates.  These risk factors can
impact results of  operations,  cash flows and financial  position.  The Company
manages these risks through  regular  operating  and  financing  activities  and
periodically  uses derivative  financial  instruments  such as foreign  exchange
option and forward  contracts and interest rate cap and swap  agreements.  These
derivative  instruments are placed with major financial institutions and are not
for speculative or trading purposes.

The following analysis presents the effect on the Company's earnings, cash flows
and  financial  position as if the  hypothetical  changes in market risk factors
occurred on  September  29, 2000 and  September  30,  1999.  Only the  potential
impacts of hypothetical assumptions are analyzed. The analysis does not consider
other possible effects that could impact the business.

Interest Rate Risk

At September 29, 2000, the Company carried $191.2 million of outstanding debt on
its balance sheet,  with $120.9 million of that total held at variable  interest
rates.  The Company  has entered  into an  interest  rate cap  agreement  and an
interest rate swap  agreement with a bank covering $56.3 million of its variable
rate debt  outstanding  to manage  its  interest  rate risk.  Holding  all other
variables constant,  if interest rates hypothetically  increased or decreased by
10%,  for the nine months  ended  September  29, 2000 and the nine months  ended
September 30, 1999,  the impact on earnings,  cash flow and  financial  position
would not be material. In addition,  if interest rates hypothetically  increased
or  decreased  by 10% on  September  29,  2000,  with all other  variables  held
constant,  the fair  market  value of our $69.3  million 9 7/8%  Series B Senior
Notes would increase or decrease by approximately $3.5 million.

Foreign Currency Risk

The Company sells to customers in foreign markets through foreign operations and
through  export  sales  from  plants in the U.S.  These  transactions  are often
denominated  in  currencies  other than the U.S.  dollar.  The primary  currency
exposures are the Euro,  British  Pound  Sterling,  Canadian  Dollar and Mexican
Peso.

The Company  limits its foreign  currency risk by operational  means,  mostly by
locating  its   manufacturing   operations  in  those  locations  where  it  has
significant exposures to major currencies.  The Company periodically enters into
currency  option  contracts  to  partially  offset the risk of foreign  currency
fluctuations.  There were no currency  contracts  outstanding  at September  29,
2000.

Contingencies

Refer to Note F - Contingencies to the Notes to Condensed Consolidated Financial
Statements for a discussion of legal contingencies.

New Accounting Standards

In June 1998,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities" ("FAS 133"). FAS 133 establishes  standards
for accounting and disclosure of derivative  instruments.  This new standard, as
amended by FAS 137 and FAS 138, is effective for fiscal quarters of fiscal years
beginning  after June 15,  2000.  The  Company is  required  to adopt FAS 133 on
December 30, 2000.  The  implementation  of this new standard is not expected to
have a material  effect on the  Company's  results of  operations  or  financial
position.

                                      -25-

<PAGE>




In March 2000,  the FASB  issued FASB  Interpretation  No. 44,  "Accounting  for
Certain  Transactions  Involving Stock  Compensation",  an interpretation of APB
Opinion No. 25,  "Accounting for Stock Issued to Employees." The  Interpretation
clarifies  guidance  for  certain  issues that arose in the  application  of APB
Opinion No. 25. The Company adopted the  Interpretation  on July 1, 2000,  which
did not have any effect on the  Company's  results of  operations  or  financial
position.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial  Statements".  SAB No.
101 provides additional guidance relating to revenue recognition. The Company is
required to adopt SAB No. 101, as amended by SAB No. 101A and SAB No.  101B,  in
the fourth quarter of 2000 and is currently  assessing the impact,  if any, that
SAB No.  101 may  have on the  Company's  results  of  operations  or  financial
position.

In May 2000,  the Emerging  Issues Task Force  ("EITF")  issued EITF No.  00-14,
"Accounting  for  Certain  Sales  Incentives".  EITF  No.  00-14  addresses  the
recognition,  measurement,  and income statement classification of various sales
incentives including discounts, coupons, rebates, and free products or services.
The Company is required to adopt EITF No.  00-14 in the fourth  quarter of 2000.
The  Company has  determined  that the  adoption of EITF No.  00-14 will have no
effect on its financial  position or previously  reported  results of operations
and is in the process of  determining  the potential  effect on its statement of
operations   presentation  and  upon  adoption,   previously   issued  financial
statements may need to be revised to conform to the new presentation.


Inflation

Inflation has not been material to the Company's  operations  within the periods
presented.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information  called for by this item is provided under the captions  "Market
Risk",  "Interest Rate Risk" and "Foreign  Currency Risk" under Part I, Item 2 -
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations of this Report.


                           PART II, OTHER INFORMATION


Item 1.  Legal Proceedings

          The  information  called  for by  this  item is  provided  in Note F -
          Contingencies to Notes to Condensed  Consolidated Financial Statements
          under Part I, Item 1. - Financial Statements of this Report.


Item 6.  Exhibits and Reports on Form 8-K

     a.   Exhibits - Exhibit 27 - Financial  Data  Schedule.

     b.   Reports on Form 8-K: No reports on Form 8-K have been filed during the
          quarter ended September 29, 2000.

                                      -26-

<PAGE>



                                   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




November 8, 2000                    By /s/James D. Murphy
-----------------                      --------------------------------------
Date                                    James D. Murphy
                                        President and Chief Executive Officer




November 8, 2000                    By /s/Alan R. Koss
-----------------                      --------------------------------------
Date                                    Alan R. Koss
                                        Senior Vice President
                                        Chief Financial Officer


                                      -27-