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 March 31, 1999

                                    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 000-21952


                         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)


One Razor Blade Lane, P.O. Box 979, Verona, Virginia 24482-0979 
----------------------------------------------------------------
(Address of principal executive offices, including zip code)

(540)248-8000
-----------------------------
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 April 20, 1999.

            Class                               Outstanding at April 20, 1999
            -----                               -----------------------------

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
            March 31, 1999 (Unaudited) and December 31, 1998                 1

            Condensed Consolidated Statements of Income (Unaudited)
            Three months ended March 31, 1999 and March 31, 1998             3

            Condensed Consolidated Statements of Comprehensive
            Income (Unaudited)
            Three months ended March 31, 1999 and March 31, 1998             3

            Condensed Consolidated Statements of Cash Flows (Unaudited)
            Three months ended March 31, 1999 and March 31, 1998             4

            Notes to Condensed Consolidated Financial Statements             5

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             15

   Item 3.  Quantitative and Qualitative Disclosure of Market Risk          20


Part II.    Other Information

   Item 1.  Legal Proceedings                                               20

   Item 6.  Exhibits and Reports on Form 8-K                                20

Signatures                                                                  21



<PAGE>



<TABLE>


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

<CAPTION>



                                                         March 31, December 31,
                                                           1999       1998                                                     
                                                        ---------  ------------                                                  
                                                        (Unaudited)

ASSETS
<S>                                                      <C>        <C>   
Current assets:
   Cash and cash equivalents                             $   1,588  $   3,453
   Trade receivables, net                                   40,152     44,498
   Inventories                                              59,305     54,029
   Income taxes receivable                                       -        989
   Deferred income taxes                                     5,365      5,108
   Prepaid expenses                                          2,542      2,340
                                                         ---------  ---------

      Total current assets                                 108,952    110,417

Property and equipment                                     126,985    124,814
Less accumulated depreciation                              (52,229)   (50,149)
                                                         ---------   --------
                                                            74,756     74,665

Intangible assets, net:
   Goodwill                                                 67,928     68,446
   Other                                                     3,140      3,365
                                                         ---------  ---------
                                                            71,068     71,811

Prepaid pension cost and other                               6,594      6,004
                                                         ---------  ---------




Total assets                                              $261,370   $262,897
                                                          ========   ========


</TABLE>















See accompanying notes.

                                     -1-

<PAGE>




<TABLE>

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



<CAPTION>

                                                         March 31, December 31,
                                                          1999           1998      
                                                         --------- ------------      
                                                        (Unaudited)
<S>                                                       <C>        <C>   
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                       $ 16,153   $ 14,269
   Accrued expenses and other                               17,887     19,968
   Income taxes payable                                        316          -
   Current maturities of long-term obligations               3,917      3,852
                                                         ---------  ---------

      Total current liabilities                             38,273     38,089

Long-term obligations                                      119,795    123,481
Retiree benefits and other                                  25,250     25,163
Deferred income taxes                                        6,955      6,610
                                                         ---------  ---------

Total liabilities                                          190,273    193,343
                                                          --------   --------

Stockholders' equity:
   Common Stock, $.01 par value, 25,000,000 shares
      authorized; 12,110,349 shares
      issued and outstanding at March 31, 1999
      (12,110,049 at December 31, 1998)                        121        121
   Additional paid-in capital                               65,907     65,905
   Retained earnings                                         6,431      4,457
   Accumulated other comprehensive loss                     (1,362)      (929)
                                                        ---------- ----------
                                                            71,097     69,554

Total liabilities and stockholders' equity                $261,370   $262,897
                                                          ========   ========

</TABLE>















See accompanying notes.

                                     -2-

<PAGE>



<TABLE>


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

                                                           Three Months Ended
                                                                March 31,       
                                                           -------------------
                                                             1999      1998  
                                                           -------    -------  
<S>                                                        <C>        <C>    
Net sales                                                  $70,287    $66,511
Cost of sales                                               46,829     47,003
                                                           -------    -------

   Gross profit                                             23,458     19,508

Selling, general and administrative expenses                16,507     13,521
Amortization of intangibles                                    647        631
Special charge                                                   -      1,003
                                                         ---------    -------

   Operating income                                          6,304      4,353

Interest expense                                             3,030      3,045
                                                           -------     ------

   Income before income taxes                                3,274      1,308

Income taxes                                                 1,300        519
                                                           -------     ------

   Net income                                               $1,974       $789
                                                            ======       ====

Basic earnings per share:
   Net income                                                $0.16       $.07
                                                             =====       ====

   Weighted average number of shares outstanding            12,110     12,103
                                                            ======     ======

Diluted earnings per share:
   Net income                                                $0.16       $.06
                                                             =====       ====

   Weighted average number of shares outstanding            12,189     12,337
                                                            ======     ======


See accompanying notes.
</TABLE>


<TABLE>

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

                                                           Three Months Ended
                                                                March 31,       
                                                           ------------------
                                                             1999       1998  
                                                           -------     ------  
<S>                                                         <C>          <C>  
Net income                                                  $1,974       $789
Other comprehensive income (loss):
   Foreign currency translation adjustments                   (433)        88
                                                           -------      -----
                                                            $1,541       $877
                                                            ======       ====

See accompanying notes.

</TABLE>
                                    -3-

<PAGE>




<TABLE>

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


                                                             Three Months Ended
                                                                  March 31,      
                                                             ------------------      
                                                               1999     1998  
                                                             -------   -------
<S>                                                           <C>      <C>   
Operating activities
Net income                                                    $1,974   $  789
Adjustments to reconcile net income to net cash provided by
   operating activities:
      Depreciation and amortization                            3,206    2,977
      Amortization of interest and financing costs               138      136
      Retiree benefits and other                                (936)    (167)
      Deferred income taxes                                       88      881
      Changes in operating assets and liabilities:
           Trade receivables                                   4,346    7,177
           Inventories                                        (5,276)  (4,734)
           Income taxes receivable                               989     (567)
           Prepaid expenses                                     (202)    (966)
           Accounts payable                                    1,884       79
           Accrued expenses and other                         (2,081)  (4,180)
           Income taxes payable                                  316     (483)
                                                             -------  -------

Net cash provided by operating activities                      4,446      942

Investing activities
Capital expenditures                                          (2,650)  (2,956)
Other, net                                                       (28)       -
                                                             -------   ------

Net cash used in investing activities                         (2,678)  (2,956)

Financing activities
Repayment of long-term obligations                            (7,072)  (3,102)
Proceeds from borrowings                                       3,437    5,409
Proceeds from exercise of stock options                            2       73
                                                            --------  -------

Net cash (used in) provided from financing activities         (3,633)   2,380

Net increase (decrease) in cash and cash equivalents          (1,865)     366
Cash and cash equivalents, beginning of period                 3,453    1,434
                                                             -------  -------

Cash and cash equivalents, end of period                      $1,588   $1,800
                                                              ======   ======





See accompanying notes.

</TABLE>
                                     -4-

<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 considered
necessary for a fair presentation have been included.  Operating results for the
three month period ended March 31, 1999, are not  necessarily  indicative of the
results that may be expected for the year ended  December 31, 1999.  The balance
sheet at  December  31,  1998  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, 1998.


NOTE B - INVENTORIES

Classification of inventories is as follows:
<TABLE>
<CAPTION>

                                                       March 31, December 31,
                                                         1999         1998      
                                                       --------- ------------      
                                                           (In thousands)
<S>                                                     <C>          <C>   
Raw materials                                           $22,070      $18,797
Work-in-process                                           6,285        6,612
Finished goods                                           27,398       25,070
Operating supplies                                        3,477        3,475
                                                       --------     --------
                                                         59,230       53,954
Excess of LIFO inventory value over current cost             75           75
                                                      ---------    ---------
                                                        $59,305      $54,029
                                                        =======      =======
</TABLE>

NOTE C - SPECIAL CHARGES

In March 1998, the Company recorded a special charge of approximately $1,003,000
related to the shutdown of the Company's cotton operations in Sparks, Nevada and
employee terminations.

The  following  table  provides  information  about the changes in the Company's
accrued special  charges,  including the special charge discussed above, for the
first quarter of 1999:
<TABLE>
<CAPTION>

                                         Remaining                  Remaining
                                        Balance at    Charges in    Balance at
                                     January 1, 1999     1999     March 31, 1999
                                     --------------- ----------- --------------
<S>                                       <C>          <C>         <C>   
Discontinuation of product line:
   Contract termination                   $  500,000   $ 500,000   $         -
   Excess inventory and deferred charges     500,000      17,000       483,000
Severance and employee benefits              603,000     129,000       474,000
                                         -----------   ---------     ---------
                                          $1,603,000    $646,000      $957,000
                                          ==========    ========      ========
</TABLE>

Amounts  remaining  at March 31, 1999 are  included  in accrued  expenses in the
accompanying  condensed  consolidated  balance sheets.  Substantially all of the
remaining payments and asset impairments are expected to

                                     -5-

<PAGE>



occur during the remainder of 1999.


NOTE D - LONG TERM OBLIGATIONS

At March 31,  1999,  the Company had  utilized  $18.2  million of its  revolving
credit  facility  and had  approximately  $31.8  million  available  for  future
borrowings under this facility.


NOTE E - EARNINGS PER SHARE

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


NOTE F - SEGMENT INFORMATION
<TABLE>
<CAPTION>

                                    Three Months              Three Months
                                Ended March 31, 1999       Ended March 31, 1998     
                              ------------------------ ------------------------
                              Razors  Cotton   Custom  Razors  Cotton   Custom
                               and     and      Bar     and      and     Bar
                              Blades Foot Care Soap    Blades Foot Care  Soap 
                              ------ --------- ------  ------ --------- ------

<S>                          <C>       <C>      <C>    <C>      <C>     <C>
Net sales                    $ 44,282  $20,553$ 5,452  $38,674  $22,647 $5,190
Operating income                5,966      427   (89)    3,187    1,163      3
</TABLE>

A  reconciliation  of combined  operating  income of the  Company's  segments to
consolidated income before income taxes is as follows:
<TABLE>
<CAPTION>

                                                             Three Months Ended
                                                                  March 31,      
                                                             ------------------      
                                                               1999      1998  
                                                             --------   -------

<S>                                                            <C>      <C>   
Total operating income for segments                            $6,304   $4,353
Interest expense                                                3,030    3,045
                                                              -------  -------
Income before income taxes                                     $3,274   $1,308
                                                               ======   ======
</TABLE>


NOTE G - MERGER

On February 12, 1999, RSA Holdings Corporation and RSA Acquisition  Corporation,
which are affiliates of J.W. Childs Equity  Partners II, L.P.  ("J.W.  Childs"),
entered  into a  merger  agreement  with the  Company.  Pursuant  to the  merger
agreement,  as amended on April 8, 1999,  RSA  Acquisition  has made an offer to
purchase  all of the  outstanding  shares of common  stock of the  Company  at a
purchase price of $14.20 per share, upon the terms and subject to the conditions
set forth in the offer to purchase  ("the Stock Tender  Offer").  The  aggregate
purchase  price,  excluding  transaction  costs, to be paid for the common stock
purchased  in the Stock  Tender  Offer,  assuming  all of the common stock (on a
fully diluted basis) is tendered,  including the redemption of stock options, is
approximately  $173.6 million. The Stock Tender Offer is conditioned upon, among
other conditions,  there being validly tendered and not withdrawn,  prior to the
expiration  date of the Stock Tender  Offer,  a number of shares of common stock
which  constitutes  more than 50% of the  voting  power  (determined  on a fully
diluted  basis) of all the equity  securities  of the Company.  The Stock Tender
Offer expires on April 23, 1999.

The merger agreement provides that, following the completion of the Stock Tender
Offer,  RSA Acquisition will be merged with and into the Company (the "Merger").
Following the Merger, the Company will continue as the surviving corporation and
will become a direct,  wholly owned  subsidiary of RSA  Holdings,  which will be
wholly owned by J.W. Childs, its affiliates and Company management.  Closing for
the Merger is expected to occur in

                                     -6-

<PAGE>



late April 1999.

In  connection  with the Merger,  the Company has made an offer to purchase (the
"Note Tender Offer") all $100.0 million aggregate principal amount of its 9 7/8%
Series B Senior Notes due August 1, 2005 (the "Existing Notes").  In conjunction
with the Note Tender Offer, the Company has also solicited consents to eliminate
substantially  all of the covenants  contained in the indenture  relating to the
Existing  Notes.  Any tender of Existing Notes pursuant to the Note Tender Offer
will also be a grant of consent with respect to such  Existing  Notes.  The Note
Tender Offer expires on April 26, 1999.

Upon  completion  of the above  transactions,  as  currently  contemplated,  the
Company expects it would have had  approximately  $227.9 million of indebtedness
outstanding  as of  March  31,  1999  as  compared  to  historical  indebtedness
outstanding  as of March 31, 1999 of $123.7  million.  The Company  also expects
that as a  result  of the  application  of  purchase  accounting  the  Company's
depreciation  expense and  amortization of intangible  assets will increase.  In
addition,  certain  fees and  expenses  to be  incurred  relating  to the  above
transactions  will  be  reflected  either  as  components  of  the  cost  of the
transactions  or as an expense  (including the net cost to redeem stock options)
in the  period in which the  transactions  are  completed.  The  expenses  to be
incurred  in  connection  with the above  transactions  are  expected  to have a
material impact on results of operations in the period in which the transactions
are completed.

Upon  consummation  of  the  Merger,  The  Jordan  Company,  as  advisor  to the
transaction, will receive a fee of $2.5 million.


NOTE H - CONTINGENCIES

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  approximately  10 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. The Company has received notice of 2 claims
for damages in the  aggregate  amount of  approximately  $1.7 million  which the
Company believes primarily relates to alleged lost sales and merchandise damage,
and 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 our  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  has been  advised by its  general  counsel  that it has a number of
valid  defenses  to  potential  customer  claims as well as a third  party claim
against the  supplier  for damages,  if any,  incurred by the Company.  However,
management  is unable to 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 our exposure from this
matter might not exceed the combination of our insurance  coverage,  if any, and
our recourse to 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 and adversely affected by an ultimate
unfavorable outcome

                                     -7-

<PAGE>



of this matter.

Weston  Properties  Investments  III, Ltd. has filed a claim against the Company
for  damages  relating to delays in cost  overruns  attendant  to the  Company's
facility  expansion in  Cleveland,  Ohio in the amount of  $649,000.  Management
believes that the outcome of this matter will not have a material adverse effect
on the Company's consolidated financial position or results of operations.


NOTE I - SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The  Company's  $100.0  million 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.  However,  the guarantee of one of the guarantor  subsidiaries  ranks
junior to its outstanding subordinated note.

The following condensed  consolidating  financial information presents condensed
consolidating  financial  statements as of March 31, 1999 and December 31, 1998,
and for the three months ended March 31, 1999 and 1998, 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 present 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.

                                     -8-

<PAGE>


<TABLE>

              Condensed Consolidating Balance Sheets (Unaudited)
                                March 31, 1999
                                (In thousands)
<CAPTION>

                                                                             Non-
                                                           Guarantor       guarantor
                                                    ASR   Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                                --------- ------------   ------------   ------------   ------------


Assets
<S>                                            <C>           <C>             <C>         <C>              <C>    
Current assets:
  Cash and cash equivalents                    $        6    $    121        $ 1,461     $        -       $  1,588
  Trade receivables, net                           17,169      11,015         12,206           (238)        40,152
  Advances receivable--subsidiaries                46,064           -              -        (46,064)             -
  Inventories                                      31,903      15,611         13,341         (1,550)        59,305
  Income taxes and prepaid expenses                 5,954       1,272            681              -          7,907
                                                ---------    --------        -------      ---------       --------   

    Total current assets                          101,096      28,019         27,689        (47,852)       108,952

Property and equipment, net                        42,097      23,907          8,752              -         74,756
Intangible assets, net                             48,617      20,355          2,096              -         71,068
Prepaid pension cost and other                      1,545       5,028             21              -          6,594
Investment in subsidiaries                         40,039           -          4,088        (44,127)             -
                                                ---------    --------       --------      ---------       --------

    Total assets                                 $233,394     $77,309        $42,646       $(91,979)      $261,370
                                                 ========     =======        =======       ========       ========

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable, accrued expenses
    and other                                    $ 19,529     $10,877        $ 3,953     $       (3)      $ 34,356
    Advances payable--subsidiaries                      -      42,739          3,285        (46,024)             -
  Current maturities of long-term obligations       1,034       1,379          1,504              -          3,917
                                                 --------     -------        -------     ----------       --------

    Total current liabilities                      20,563      54,995          8,742        (46,027)        38,273

Long-term obligations                             118,450       1,345              -              -        119,795
Retiree benefits and other                         15,277       9,973              -              -         25,250
Deferred income taxes                               3,732       3,124             99              -          6,955
                                                 --------     -------        -------     ----------       --------

    Total liabilities                             158,022      69,437          8,841        (46,027)       190,273

Stockholders' equity
  Common Stock                                        121         485             87           (572)           121
  Additional paid-in capital                       65,907      15,662         27,173        (42,835)        65,907
   Retained earnings (accumulated deficit)          6,431     (8,275)         10,819         (2,544)         6,431
  Dividends                                         2,877           -         (2,877)             -              -
  Accumulated other comprehensive loss                 36           -         (1,397)            (1)        (1,362)
                                                 --------     -------        -------       --------       --------  
                                                   75,372       7,872         33,805        (45,952)        71,097
                                                 --------     -------        -------       --------       --------
    Total liabilities and stockholders' equity   $233,394     $77,309        $42,646       $(91,979)      $261,370
                                                 ========     =======        =======       ========       ========  
</TABLE>

                                     -9-

<PAGE>


<TABLE>

                    Condensed Consolidating Balance Sheets
                               December 31, 1998
                                (In thousands)
<CAPTION>

                                                                              Non-
                                                            Guarantor      guarantor
                                                    ASR   Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                                   ------ ------------   ------------   ------------   ------------
<S>                                            <C>           <C>             <C>         <C>             <C>
Assets
Current assets:
  Cash and cash equivalents                      $    (17)   $    106        $ 3,364     $        -      $   3,453
  Trade receivables, net                           18,717      12,315         13,704           (238)        44,498
  Advances receivable--subsidiaries                48,543           -              -        (48,543)             -
  Inventories                                      30,108      13,349         11,604         (1,032)        54,029
  Income taxes and prepaid expenses                 6,216       1,578            643              -          8,437
                                                 --------     -------        -------     ----------      ---------

    Total current assets                          103,567      27,348         29,315        (49,813)       110,417

Property and equipment, net                        41,656      24,068          8,941              -         74,665
Intangible assets, net                             49,027      20,601          2,183              -         71,811   
Prepaid pension cost and other                      1,133       4,850             21              -          6,004
Investment in subsidiaries                         39,458           -          4,218        (43,676)             -
                                                 --------     -------         ------       --------       --------

    Total assets                                 $234,841     $76,867        $44,678       $(93,489)      $262,897
                                                 ========     =======        =======       ========       ========

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable, accrued expenses
    and other                                    $ 20,058     $ 9,611        $ 4,568       $      -       $ 34,237
  Advances payable--subsidiaries                        -      43,283          4,703        (47,986)             -
  Current maturities of long-term obligations       1,030       1,380          1,442              -          3,852
                                                 --------     -------        -------       --------       --------

    Total current liabilities                      21,088      54,274         10,713        (47,986)        38,089

Long-term obligations                             121,718       1,377            386              -        123,481
Retiree health and insurance benefits and other    15,169       9,994              -              -         25,163
Deferred income taxes                               3,468       3,040            102              -          6,610
                                                 --------     -------        -------         ------       --------

    Total liabilities                             161,443      68,685         11,201        (47,986)       193,343
                                                 --------     -------        -------       --------       --------

Stockholders' equity
  Common Stock                                        121         485             87           (572)           121
  Additional paid-in capital                       65,905      15,662         27,173        (42,835)        65,905
  Retained earnings (accumulated deficit)           4,457     (7,965)         10,058         (2,093)         4,457
  Dividends                                         2,877           -         (2,877)             -              -
  Accumulated other comprehensive loss                 38           -           (964)            (3)          (929)
                                                 --------     -------        -------       --------        -------
                                                   73,398       8,182         33,477        (45,503)        69,554
                                                 --------     -------        -------       --------       --------
    Total liabilities and stockholders' equity   $234,841     $76,867        $44,678       $(93,489)      $262,897
                                                 ========     =======        =======       ========       ========

</TABLE>
                                     -10-

<PAGE>


<TABLE>


           Condensed Consolidating Statements of Income (Unaudited)
                       Three Months Ended March 31, 1999
                                (In thousands)
<CAPTION>

                                                                             Non-
                                                           Guarantor      guarantor
                                                     ASR  Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                                  ------- ------------   ------------   ------------   ------------

<S>                                               <C>         <C>            <C>            <C>            <C>    
Net sales                                         $37,918     $26,228        $14,005        $(7,864)       $70,287
Cost of sales                                      21,581      22,633         10,479         (7,864)        46,829   
                                                  -------     -------        -------        -------        -------

Gross profit                                       16,337       3,595          3,526              -        23,458

Selling, general and
    administrative expenses                        10,836       3,013          2,658              -         16,507
Amortization of intangible assets                     365         246             36              -            647
                                                  -------      ------        -------        -------        -------

Operating income                                    5,136         336            832              -         6,304

Other income (expense):
   Equity in earnings (losses) of affiliates          581           -           (130)          (451)             -
   Interest expense                                (2,483)     (1,002)           455              -         (3,030)
                                                  -------     -------        -------        -------        -------
Income (loss) before income taxes                   3,234        (666)         1,157           (451)         3,274
Income taxes                                        1,260        (356)           396              -          1,300
                                                  -------     -------        -------        -------        -------
Net income (loss)                                 $ 1,974     $  (310)       $   761        $  (451)       $ 1,974
                                                  =======     =======        =======        =======        =======
</TABLE>


<TABLE>
           Condensed Consolidating Statements of Income (Unaudited)
                       Three Months Ended March 31, 1998
                                (In thousands)

<CAPTION>
                                                                              Non-
                                                            Guarantor      guarantor
                                                    ASR   Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                                  ------- ------------   ------------   ------------   ------------

<S>                                               <C>         <C>            <C>            <C>            <C>    
Net sales                                         $32,177     $28,019        $11,317        $(5,002)       $66,511
Cost of sales                                      19,665      23,665          8,675         (5,002)        47,003
                                                  -------     -------        -------        -------        -------

Gross profit                                       12,512       4,354          2,642              -        19,508

Selling, general and
    administrative expenses                         8,183       2,977          2,361              -         13,521
Amortization of intangible assets                     372         245             14              -            631
Special charge                                        731         184             88              -          1,003
                                                  -------     -------        -------         ------        -------

Operating income                                    3,226         948            179              -          4,353

Other income (expense):
   Equity in earnings of affiliates                   325           -            154           (479)             -
   Interest expense                                (2,405)     (1,008)           368              -         (3,045)
                                                  -------     -------        -------         ------        -------
Income (loss) before income taxes                   1,146         (60)           701           (479)         1,308
Income taxes                                          357         (40)           202              -            519
                                                  -------    --------        -------         ------        -------   

Net income (loss)                                 $   789    $    (20)       $   499         $ (479)       $   789
                                                  =======    ========        =======         ======        =======
</TABLE>


                                     -11-

<PAGE>


<TABLE>

    Condensed Consolidating Statements of Comprehensive Income (Unaudited)
                       Three Months Ended March 31, 1999
                                (In thousands)

<CAPTION>

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

<S>                                                <C>          <C>             <C>           <C>          <C>   
Net income (loss)                                  $1,974       $(310)          $761          $(451)       $1,974
Other comprehensive loss:
   Foreign currency translation adjustments            (2)          -           (433)             2          (433)
                                                   ------       -----           ----          -----        ------
Comprehensive income                               $1,972       $(310)          $328          $(449)       $1,541
                                                   ======       =====           ====          =====        ======
</TABLE>







<TABLE>

    Condensed Consolidating Statements of Comprehensive Income (Unaudited)
                       Three Months Ended March 31, 1998
                                (In thousands)
<CAPTION>
                                                                             Non-
                                                            Guarantor     guarantor
                                                    ASR   Subsidiaries   Subsidiaries    Eliminations   Consolidated
                                                   ------ ------------   ------------   ------------   ------------
                                                                      
                                  
<S>                                                  <C>         <C>            <C>           <C>             <C> 
Net income (loss)                                    $789        $(20)          $499          $(479)          $789
Other comprehensive income:
   Foreign currency translation adjustments             -           -             88              -             88
                                                     ----        ----           ----          -----           ----
Comprehensive income                                 $789        $(20)          $587          $(479)          $877
                                                     ====        ====           ====          =====           ====

</TABLE>


                                     -12-

<PAGE>


<TABLE>

         Condensed Consolidating Statements of Cash Flows (Unaudited)
                       Three Months Ended March 31, 1999
                                (In thousands)
<CAPTION>

                                                                             Non-
                                                            Guarantor     guarantor
                                                    ASR   Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                                   ------ ------------   ------------   ------------   ------------
                                                                       

<S>                                               <C>          <C>            <C>              <C>          <C>
Operating activities
Net cash (used in) provided by
    operating activities                           $2,752      $1,258         $  (79)       $   515         $4,446

Investing activities    
Capital expenditures                               (1,865)       (652)          (133)             -         (2,650)
Other                                                 (79)          -             51              -            (28)
Advances from (to) subsidiaries                     2,477           -         (1,418)        (1,059)             -
                                                   ------      ------         ------         ------          -----  

    Net cash (used in) provided from
       investing activities                           533        (652)        (1,500)        (1,059)        (2,678)

Financing activities
Repayment of long-term obligations                 (6,564)        (47)          (461)             -         (7,072)
Proceeds from borrowings                            3,300           -            137              -          3,437
Proceeds from exercise of stock options                 2           -              -              -              2
Advances from (to) subsidiaries                         -        (544)             -            544              -
                                                   ------       -----         ------           ----         ------

    Net cash used in financing activities          (3,262)       (591)         (324)            544         (3,633)

Net increase (decrease) in cash and cash
   equivalents                                         23          15        (1,903)              -         (1,865)
Cash and cash equivalents, beginning of
  period                                              (17)        106         3,364               -          3,453
                                                   ------       -----        ------            ----         ------
    Cash and cash equivalents, end of
       period                                      $    6      $  121        $1,461            $  -         $1,588
                                                   ======      ======        ======            ====         ======
</TABLE>



                                     -13-

<PAGE>


<TABLE>

         Condensed Consolidating Statements of Cash Flows (Unaudited)
                       Three Months Ended March 31, 1998
                                (In thousands)
<CAPTION>

                                                                              Non-
                                                            Guarantor     guarantor
                                                    ASR   Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                                  ------  ------------   ------------   ------------   ------------
                                                                       

<S>                                                <C>         <C>           <C>                <C>         <C>   
Operating activities
Net cash (used in) provided by
    operating activities                           $ (274)     $1,057        $  178             $(19)       $  942

Investing activities
Capital expenditures                               (1,616)     (1,105)         (235)               -        (2,956)
Advances from (to) subsidiaries                      (662)          -             -              662             -  
                                                   ------      ------        ------             ----        ------

    Net cash used in investing activities          (2,278)     (1,105)         (235)             662        (2,956)

Financing activities
Repayment of long-term obligations                 (3,047)        (55)            -                -        (3,102)
Proceeds from borrowings                            5,288           -           121                -         5,409
Proceeds from exercise of stock options                73           -             -                -            73
Advances from (to) subsidiaries                         -        (239)          890             (651)            -
                                                   ------      ------        ------             ----        ------

    Net cash provided from (used in)
       financing activities                         2,314        (294)        1,011             (651)        2,380

Net increase (decrease) in cash and cash
   equivalents                                       (238)       (342)          954               (8)          366
Cash and cash equivalents, beginning of
  period                                              356         433           637                8         1,434
                                                   ------     -------        -------            ----        ------
    Cash and cash equivalents, end of
       period                                      $  118     $    91        $1,591            $   -        $1,800
                                                   ======     =======        ======            =====        ======

</TABLE>

                                     -14-

<PAGE>




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


General

The following  discussion of results of  operations  and financial  condition 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, 1998.


Forward-Looking Statements

This report contains  forward-looking  statements  relating to future results of
the  Company.   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 March 31, 1999 Compared to Three Months Ended March 31, 1998

Net Sales.  Net sales for the three months  ended March 31, 1999 and 1998,  were
$70.3 million and $66.5 million,  respectively,  an increase of $3.8 million, or
6%.

Razors and  Blades.  Net sales of our razors  and blades  segment  for the three
months  ended March 31,  1999 and 1998,  were $44.3  million and $38.7  million,
respectively, an increase of $5.6 million, or 14%.

Net sales of shaving razors and blades for the three months ended March 31, 1999
and 1998,  were $29.1 million and $23.5  million,  respectively,  an increase of
$5.6  million,  or 24%. Net sales of domestic  value  branded  shaving  products
increased  108%,  rebounding  from  weak  sales in the  first  quarter  of 1998,
reflecting  sales gains  relating to an increase in  promotional  programs  with
several  customers and overall  increased  distribution of the Company's shaving
products.  Net sales of domestic private label shaving products decreased 7% due
primarily  to reduced  promotional  support by certain  customers.  Net sales of
shaving  products in  international  markets  increased 9% (net of a 3% negative
impact of  unfavorable  exchange  rates)  reflecting  stronger  sales in certain
markets.

Net sales of blades and bladed hand tools for the three  months  ended March 31,
1999 and 1998, were $11.6 million and $11.0 million,  respectively,  an increase
of $0.6 million,  or 5%. This growth primarily  reflects  increased sales of the
Company's Personna(R) brand of products as a result of new distribution gains.

Net sales of specialty  industrial and medical blades for the three months ended
March 31, 1999 and 1998,  were $3.6 million and $4.2  million,  respectively,  a
decrease  of $0.6  million,  or 14%.  Sales  of  specialty  industrial  products
decreased 33% due primarily to inventory  adjustments  by certain  customers and
mix  shifts  to  lower  priced  blade  products.  Additionally,  certain  of the
Company's distributors experienced increased competition in their serviced niche
markets.  Sales of medical  products  increased  10% due  primarily to increased
distribution of products.

Cotton and Foot Care.  Net sales of cotton and foot care  products for the three
months  ended March 31,  1999 and 1998,  were $20.6  million and $22.6  million,
respectively,  a decrease of $2.0 million or 9%. This decrease results primarily
from issues  related to the continuing  integration  and  reorganization  of the
Company's  cotton  operations  which have led to delays in shipping  products to
customers and in turn reduced promotional activity.


                                     -15-

<PAGE>



Custom Bar Soap.  Net sales of the  Company's  custom bar soap  products for the
three months ended March 31, 1999 and 1998,  were $5.5 million and $5.2 million,
respectively, an increase of $0.3 million or 6%. This increase results primarily
from  increased  sales to  certain  of the  Company's  pharmaceutical/skin  care
customers.

Gross Profit.  Gross profit  increased  $4.0 million to $23.5 million during the
three months ended March 31, 1999, from $19.5 million for the three months ended
March 31,  1998.  As a percentage  of net sales,  gross profit was 33.4% for the
three months  ended March 31,  1999,  and 29.3% for the three months ended March
31, 1998.  Blade margins  improved due to favorable  product mix, lower material
costs and lower manufacturing costs reflecting the Company's  continuing efforts
to reduce  manufacturing  costs.  This improvement in blade margins was somewhat
offset by  increased  distribution  costs  and  higher  manufacturing  overheads
resulting  primarily  from  issues  related to the  continuing  integration  and
reorganization of the Company's cotton operations,  and increased  manufacturing
overheads and depreciation expense in the Company's soap operations.

Operating and Other Expenses.  Selling, general and administrative expenses were
23.5% of net sales for the three months ended March 31, 1999,  compared to 20.3%
for the three months ended March 31, 1998. This increase  primarily  reflects an
increase in  promotional  support for the Company's  shaving blade  products and
increased spending on new product development  activities,  primarily related to
our three-blade shaving system,  Tri-Flexxx(TM)  which will be introduced during
the second quarter of 1999. Amortization of goodwill and other intangible assets
was substantially unchanged at $0.6 million for the three months ended March 31,
1999 and 1998. Interest expense was substantially  unchanged at $3.0 million for
the three months ended March 31, 1999 and 1998.

In March 1998, the Company recorded a special charge of approximately $1,003,000
related to the shutdown of the Company's cotton operations in Sparks, Nevada and
employee terminations.

As of March 31, 1999,  approximately $1.0 million remained as an accrued expense
on our balance  sheet related to the Company's  special  charges,  including the
special charge  discussed above,  which is expected to be substantially  paid or
utilized for asset impairment during the remainder of 1999.

The  Company's  effective  income tax rate was 39.7% for the three  months ended
March 31, 1999 and 1998,  and varies from the United States  statutory  rate due
primarily to nondeductible  goodwill amortization 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 for the three months ended March 31, 1999,  amounted to $4.4 million.
Net cash used in investing activities for the three months ended March 31, 1999,
related  primarily to capital  expenditures  of $2.7  million.  Net cash used in
financing  activities  for the  three  months  ended  March 31,  1999,  resulted
primarily from net repayments of $3.6 million.

At March 31,  1999,  the Company had  utilized  $18.2  million of its  revolving
credit  facility  and had  approximately  $31.8  million  available  for  future
borrowings under this facility.

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,  capital expenditures,
debt service  requirements  and tax obligations as well as support the Company's
growth-oriented  strategy  for its  existing  business  for at least the next 12
months.


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 our results of operations,  cash flows and financial position.  We manage
these risks through regular operating and financing  activities and periodically
use derivative financial instruments such as foreign exchange option and forward
contracts.   These  derivative  instruments  are  placed  with  major  financial
institutions and are not for speculative or trading purposes.

                                     -16-

<PAGE>




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 March 31, 1999 and March 31, 1998. Only the potential impacts of our
hypothetical  assumptions  are analyzed.  The analysis  does not consider  other
possible effects that could impact our business.


Interest Rate Risk

At March 31, 1999, the Company carried $123.7 million of outstanding debt on its
books, with $17.5 million of that total held at variable interest rates. Holding
all other  variables  constant,  if interest rates  hypothetically  increased or
decreased by 10%, for the three months ended March 31, 1999 and 1998, 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
March 31, 1999, with all other variables held constant, the fair market value of
our $100.0  million 9 7/8% Series B Senior  Notes would  increase or decrease by
approximately $5.0 million.


Foreign Currency Risk

The Company sells to customers in foreign markets through our foreign operations
and through  export  sales from our plants in the U.S.  These  transactions  are
often denominated in currencies other than the U.S. dollar. Our 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 in major currencies. The Company has entered into currency
option  contracts to minimize  the risk of foreign  currency  fluctuations.  The
value of these  contracts  at March 31, 1999 was not  material to the  Company's
earnings, cash flow and financial position.


Merger

On February 12, 1999, RSA Holdings Corporation and RSA Acquisition  Corporation,
which are affiliates of J.W. Childs Equity  Partners II, L.P.  ("J.W.  Childs"),
entered  into a  merger  agreement  with the  Company.  Pursuant  to the  merger
agreement,  as amended on April 8, 1999,  RSA  Acquisition  has made an offer to
purchase  all of the  outstanding  shares of common  stock of the  Company  at a
purchase price of $14.20 per share, upon the terms and subject to the conditions
set forth in the offer to purchase  ("the Stock Tender  Offer").  The  aggregate
purchase  price,  excluding  transaction  costs, to be paid for the common stock
purchased  in the Stock  Tender  Offer,  assuming  all of the common stock (on a
fully diluted basis) is tendered,  including the redemption of stock options, is
approximately  $173.6 million. The Stock Tender Offer is conditioned upon, among
other conditions,  there being validly tendered and not withdrawn,  prior to the
expiration  date of the Stock Tender  Offer,  a number of shares of common stock
which  constitutes  more than 50% of the  voting  power  (determined  on a fully
diluted  basis) of all the equity  securities  of the Company.  The Stock Tender
Offer expires on April 23, 1999.

The merger agreement provides that, following the completion of the Stock Tender
Offer,  RSA Acquisition will be merged with and into the Company (the "Merger").
Following the Merger, the Company will continue as the surviving corporation and
will become a direct,  wholly owned  subsidiary of RSA  Holdings,  which will be
wholly owned by J.W. Childs, its affiliates and Company management.  Closing for
the Merger is expected to occur in late April 1999.

In  connection  with the Merger,  the Company has made an offer to purchase (the
"Note Tender Offer") all $100.0 million aggregate principal amount of its 9 7/8%
Series B Senior Notes due August 1, 2005 (the "Existing Notes").  In conjunction
with the Note Tender Offer, the Company has also solicited consents to eliminate
substantially  all of the covenants  contained in the indenture  relating to the
Existing  Notes.  Any tender of Existing Notes pursuant to the Note Tender Offer
will also be a grant of consent with respect to such  Existing  Notes.  The Note
Tender Offer expires on April 26, 1999.

Upon  completion  of the above  transactions,  as  currently  contemplated,  the
Company expects it would have had  approximately  $227.2 million of indebtedness
outstanding  as of  March  31,  1999  as  compared  to  historical  indebtedness
outstanding  as of March 31, 1999 of $123.7  million.  The Company  also expects
that as a result of

                                     -17-

<PAGE>



the application of purchase  accounting the Company's  depreciation  expense and
amortization of intangible assets will increase.  In addition,  certain fees and
expenses to be incurred  relating to the above  transactions  will be  reflected
either as components of the cost of the transactions or as an expense (including
the net cost to redeem  stock  options) in the period in which the  transactions
are  completed.  The  expenses  to be  incurred  in  connection  with the  above
transactions  are expected to have a material impact on results of operations in
the period in which the transactions are completed.

Upon  consummation  of  the  Merger,  The  Jordan  Company,  as  advisor  to the
transaction, will receive a fee of $2.5 million.


Contingencies

Refer to Note H - 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 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 is
effective for fiscal quarters of fiscal years beginning after June 15, 1999. The
implementation of this new standard is not expected to have a material effect on
our consolidated results of operations or financial position.


Year 2000 Computer Issues

The Year 2000 issue is the result of computer  programs  being written using two
digits  rather  than four to define the  applicable  year,  as well as  hardware
designed with similar  constraints.  Some of our computer  programs and hardware
that have date  sensitive  functions may recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculations causing disruptions in operations including, among other things,
a temporary inability to process transactions,  receive invoices,  make payments
or engage in normal business transactions.

We are  taking  action to  resolve  those  Year 2000  issues  that are under our
control.  The overall effort encompasses our razors and blades,  cotton and foot
care and custom bar soap business  segments and covers  international as well as
domestic sites. We are centrally monitoring and controlling the effort; however,
there are designated  representatives at each affiliate and subsidiary  location
with responsibility for resolving site-specific Year 2000 issues. Following is a
description of the six-phase approach we are using:

(1)  Assessment  -  Identify  and  inventory  all  information   technology  and
     non-information  technology  system components that are possible sources of
     Year 2000 issues and assess the  criticality  of  non-compliant  systems in
     order to establish priorities for replacement or repair.

(2)  Strategy - Determine the nature and extent of Year 2000 issues and select a
     remediation strategy (i.e., renovate by modifying existing system,  upgrade
     to a later version of the system,  replace with a new system, or retire the
     affected component).  After the strategy has been selected, develop project
     plans to address  non-compliant  systems,  beginning with the most critical
     systems.

(3)  Remediation - Execute  project plans to resolve  issues with  non-compliant
     systems.

(4)  Testing - Perform  testing  to  evaluate  effectiveness  of the  corrective
     actions taken or to confirm  compliance of systems that have been certified
     by third parties.

(5)  Implementation  - Implement  the  renovated,  upgraded,  and  replaced
     system components into the production environment.
                                     -18-

<PAGE>




(6)  Contingency Planning - Continue monitoring readiness and complete
     necessary contingency plans.

We have completed the Assessment and Strategy  phases for  substantially  all of
our information technology and non-information technology system components.

Our most  mission-critical  system is the  "Corporate  ERP"  system,  which is a
widely available software package that we have moderately customized.  Eleven of
our  fifteen  manufacturing,   packaging  and  distribution  sites  utilize  the
Corporate    ERP   system   to    process    orders,    control    manufacturing
planning/work-order processing, distribute products, manage financial activities
and report  financial  results.  The eleven sites using the Corporate ERP system
include  corporate  headquarters,  U.S. and Mexican razors and blades sites, all
cotton and foot care facilities,  and all custom bar soap facilities.  The third
party vendor has responded  that all of its software  modules in use at American
Safety Razor and our  subsidiaries  are Year 2000 ready.  In addition,  the most
frequently  utilized system  functions have been tested by our users,  including
the internally developed system customizations.

We are currently  linked with 152 customers for exchange of documents  using the
Corporate EDI (electronic data  interchange)  system.  Our EDI software has been
upgraded to a Year 2000 compliant version that is now capable of supporting ANSI
standard  version  4010,  which  provides  for a 4 digit year and is the version
which  many of our EDI  customers  are  adopting  prior  to the Year  2000.  EDI
transactions  with a 2 digit year have also been tested and will  continue to be
supported  for  those  customers  who elect not to  convert  to a 4 digit  year.
Approximately  45% of the 152 EDI customers  have now been  implemented on 4010.
Testing with EDI customers will continue through the remainder of 1999.

All personal  computers are being  analyzed and tested to determine  whether any
remediation is required. We expect that the analysis and testing process will be
complete by June 1999 and that all personal computers will be Year 2000 ready by
December 31, 1999.

Our U.S.,  Canada and U.K. payroll systems are Year 2000 compliant and we expect
all of our remaining  international payroll systems will be compliant by the end
of 1999.

We are also  assessing  the Year 2000  readiness of  non-information  technology
systems  and  equipment   which  may  include   embedded   technology   such  as
micro-controllers.   Our  manufacturing,   assembly,   and  packaging  machines,
operating in each of our razors and blades,  cotton and foot care and custom bar
soap segments,  are scheduled to be Year 2000 compliant by the end of the second
quarter of 1999.

Our  "worst-case"  scenario at the present  time is the  disruption  of business
operations  as the result of supplier  Year 2000 related  failures,  which would
impair their  ability to adequately  provide us with  products or services.  Our
business   processes   depend  on  our   material   suppliers  as  well  as  our
infrastructure   suppliers   in  areas   such  as   electricity,   water,   gas,
communications and transportation. Year 2000 related failures by suppliers could
adversely affect business operations including payroll, manufacturing processes,
product  distribution,  material ordering,  customer-order  processing and other
support functions  dependent on the affected  supplier.  While we have a limited
ability to test and control our  suppliers'  and other third  parties' Year 2000
readiness, we are contacting major suppliers and other critical third parties to
obtain information as to their Year 2000 readiness. Razors and blades and cotton
and foot care  suppliers  were surveyed  regarding  Year 2000 issues and all key
suppliers have  indicated they plan to be compliant  during 1999. The custom bar
soap business is scheduling a meeting with its top twenty  suppliers  during the
first half of 1999 for a Year 2000 readiness review.

Considering  the number of internal  and external  systems  which we directly or
indirectly  use, it is likely that there will be instances of failure that could
cause  disruptions  in  business  processes.   The  likelihood  of  failures  in
infrastructure systems and in the supply chain cannot be estimated and therefore
the impact of these failures on business  operations is uncertain.  If we or any
critical third party supplier does not complete  necessary  upgrades as planned,
the Year 2000 issue may have a material impact on us.

Necessary  contingency  plans are scheduled to be  developed,  beginning in July
1999,  for any internal  systems that are not compliant by the end of June 1999.
Also,  contingency  plans will be  developed  by December  1999,  as needed,  to
address the risk of business  disruption  due to supplier  Year 2000 issues.  As
part of contingency  planning,  we will consider a number of options to mitigate
risk, including building additional  inventory prior to year 2000,  establishing
manual backup processes and arranging for alternate suppliers.

                                     -19-

<PAGE>




Since most of our Year 2000 issues are being  addressed  through  normal planned
upgrades,  incremental  external  Year 2000 costs are  expected  to be  minimal,
approximating $115,000. To date, the Company has spent approximately $70,000, of
which  approximately  $35,000 was spent  during the first  quarter of 1999.  The
remaining balance of $45,000 is planned to be spent during the second quarter of
1999.

Readers  are  cautioned  that  forward-looking   statements  contained  in  this
discussion  of  Year  2000  issues  should  be  read  in  conjunction  with  our
disclosures under the heading "Forward-Looking Statements" above.


Inflation

Inflation has not been material to our operations within the periods presented.


Item 3. Quantitative and Qualitative Disclosure of 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  Position  and Results of
Operations.



                          PART II, OTHER INFORMATION


Item 1.  Legal Proceedings

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

Item 6.  Exhibits and Reports on Form 8-K

       a. Exhibits - Exhibit 27 - Financial Data Schedule

       b. Reports on Form 8-K: On February  24,  1999,  the  Registrant  filed a
          report  on Form 8-K  reporting  that the  Registrant  entered  into an
          Agreement  and  Plan  of  Merger  with  RSA  Holdings  Corp.  and  RSA
          Acquisition  Corp., each an indirect,  wholly-owned  subsidiary of the
          private investment firm J. W. Childs Associates, Inc.


                                     -20-

<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



April 22, 1999                     By /s/William C. Weathersby                
--------------                     ---------------------------
Date                                  William C. Weathersby
                                      President




April 22, 1999                     By /s/Thomas G. Kasvin                       
--------------                     ----------------------------
Date                                  Thomas G. Kasvin


                                     -21-

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