UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

REVLON, INC.

(Name of Subject Company (Issuer))

REVLON, INC.
(Name of Filing Person (Offeror))

Class A Common Stock, par value $0.01 per share
(Titles of Classes of Securities)

761525609
(CUSIP Numbers of Classes of Securities)

ROBERT K. KRETZMAN, ESQ.
EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES,
CHIEF LEGAL OFFICER AND GENERAL COUNSEL
REVLON, INC.
237 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 527-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person)

FRANKLIN M. GITTES, ESQ. AND ALAN C. MYERS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000

	TRANSACTION VALUATION*			AMOUNT OF FILING FEE+
	$288,236,279			$16,084

*		Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the exchange of 48,443,072 shares of Revlon, Inc. (“Revlon”) Series A Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), for 48,443,072 shares of Revlon Class A Common Stock, par value $0.01 per share (“Class A Common Stock”). The amount is estimated based upon the product of (a) $5.95, which is the average of the high and the low price per share of the Class A Common Stock on August 7, 2009, as reported on the New York Stock Exchange and (b) 48,443,072, representing the number of shares outstanding as of July 31, 2009.
+		The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Advisory # 5 for Fiscal Year 2009, issued March 11, 2009, equals $55.80 per million dollars of the transaction value.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid: $16,084
Filing party: Revlon, Inc.
Form or registration No.: Schedule TO
Date filed: August 10, 2009

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o Third-party tender offer subject to Rule 14d-1.

þ Issuer tender offer subject to Rule 13e-4.

þ Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

This Amendment No. 5 (“Amendment No. 5”) amends the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed on August 10, 2009, as amended by Amendment No. 1 to the Tender Offer Statement and Schedule 13E-3 on Schedule TO filed on August 11, 2009, Amendment No. 2 to the Tender Offer Statement and Schedule 13E-3 on Schedule TO filed on August 19, 2009, Amendment No. 3 to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed on August 27, 2009 and Amendment No. 4 to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed on September 3, 2009 (as amended from time to time, the “Schedule TO”), which relates to the offer by Revlon, Inc., a Delaware corporation (together with its subsidiaries, “Revlon” or the “Issuer”), to exchange (the “Exchange Offer”) each share of Revlon’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), for one (1) share of Revlon’s newly issued Series A preferred stock, par value $0.01 per share (the “Series A Preferred Stock”), from the holders thereof (the “Holders”), upon the terms and subject to the conditions set forth in the Offer to Exchange, dated August 10, 2009, as amended and restated on August 27, 2009 and September 3, 2009 (as amended and restated, the “Second Amended and Restated Offer to Exchange”), and in the related Letter of Transmittal (“Letter of Transmittal”).

This Amendment No. 5 is filed solely for the following purposes: to announce the extension of the Exchange Offer and to supplement the Exhibit Index with an additional exhibit.

Each of Item 11 of the Schedule TO — Additional Information and Item 13 of Schedule TO — Information Required by Schedule 13E-3 — Schedule 13E-3 Item 15. Additional Information is hereby amended and supplemented by adding the following text thereto:

“Based on preliminary information from the Exchange Agent, as of 5:00 p.m., New York City time, on Thursday, September 10, 2009, a total of 8,436,516 shares of Revlon Class A Common Stock were tendered pursuant to the Exchange Offer (including shares tendered pursuant to guaranteed delivery procedures).

On September 11, 2009, Revlon issued a press release announcing that it has extended the expiration date of the Exchange Offer. The deadline for tendering shares of Revlon Class A Common Stock in exchange for shares of Revlon Series A Preferred Stock has been extended from 5:00 p.m., New York City time, on September 10, 2009 to 5:00 p.m., New York City time, on September 17, 2009, unless further extended.

Procedures for tendering shares during this extension of the Exchange Offer shall be the same as during the Exchange Offer, including the guaranteed delivery procedures.

The full text of the press release is attached as Exhibit (a)(5)(J) to the Schedule TO and is incorporated herein by reference.”

SIGNATURE

Revlon, Inc. is filing this Amendment No. 5 to its combined Schedule TO and Schedule 13E-3. After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		REVLON, INC.
		By:		/s/ Robert K. Kretzman, Esq.
		Name:		Robert K. Kretzman, Esq.
		Title:		Executive Vice President, Human Resources, Chief Legal Officer and General Counsel

Date: September 11, 2009

The Exhibit Index of the Schedule TO is hereby amended and restated in its entirety as follows:

EXHIBIT INDEX

Exhibit No.		Description
(a)(1)(A)		Offer to Exchange, dated August 10, 2009.
(a)(1)(B)		Letter of Transmittal, dated August 10, 2009.
(a)(1)(C)		Notice of Guaranteed Delivery, dated August 10, 2009.
(a)(1)(D)		Letter to Clients, dated August 10, 2009.
(a)(1)(E)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 10, 2009.
(a)(1)(F)		Letter to 401(k) Plan Participants, dated August 10, 2009.
(a)(1)(G)		Amended and Restated Offer to Exchange, dated August 27, 2009.
(a)(1)(H)		Second Amended and Restated Offer to Exchange, dated September 3, 2009.
(a)(1)(I)		Letter to Stockholders of Revlon from Alan T. Ennis, dated September 3, 2009.
(a)(5)(A)		Press Release of Revlon, Inc., dated August 10, 2009.
(a)(5)(B)		Mercier v. Perelman, et al., C.A. No. 4532-CC, Delaware Chancery Court (filed April 24, 2009).
(a)(5)(C)		Jurkowitz v. Perelman, et al., C.A. No. 4557-CC, Delaware Chancery Court (filed May 1, 2009).
(a)(5)(D)		Lefkowitz v. Revlon, et al., C.A. No. 4563-CC, Delaware Chancery Court (filed May 5, 2009).
(a)(5)(E)		Heiser v. Revlon, et al., C.A. No. 4578-CC, Delaware Chancery Court (filed May 12, 2009).
(a)(5)(F)		Sullivan v. Perelman, et al., No. 650257/2009, Supreme Court of the State of New York (filed May 4, 2009).
(a)(5)(G)		Revlon News Memorandum, dated August 10, 2009.
(a)(5)(H)		Q&A for Employees, dated August 10, 2009.
(a)(5)(I)		Summary of Key Terms for Use by Investment Professionals.
(a)(5)(J)*		Press Release of Revlon, Inc., dated September 11, 2009.
(b)		Not applicable.
(c)(1)		Draft Presentation of Barclays Capital Inc., dated May 18, 2009.
(c)(2)		Presentation of Gleacher Partners, LLC, dated July 2009.
(d)(1)		Form of Certificate of Designation of Series A Preferred Stock of Revlon, Inc. (incorporated by reference to Annex A to Exhibit (a)(1)(H) hereto).
(d)(2)		Contribution and Stockholder Agreement, dated August 9, 2009, by and between Revlon, Inc. and MacAndrews & Forbes Holdings Inc. (incorporated by reference to Annex B to Exhibit (a)(1)(H) hereto).
(d)(3)		Amendment No. 2 to the Senior Subordinated Term Loan, dated August 9, 2009, by and between Revlon Consumer Products Corporation and MacAndrews & Forbes Holdings Inc., as amended by Amendment No. 3 to the Senior Subordinated Term

Exhibit No.		Description
		Loan, dated August 27, 2009, by and between Revlon Consumer Products Corporation and MacAndrews & Forbes Holdings Inc. (incorporated by reference to Annex C-1 and Annex C-2 to Exhibit (a)(1)(H) hereto).
(d)(4)		Form of Certificate of Amendment to the Restated Certificate of Incorporation of Revlon, Inc.
(d)(5)		Form of Certificate of Amendment to the Restated Certificate of Incorporation of Revlon, Inc.
(f)		Section 262 of the General Corporation Law of the State of Delaware (incorporated by reference to Annex E to Exhibit (a)(1)(H) hereto).
(g)		Not applicable.
(h)		Not applicable.

Revlon Extends Exchange Offer until September 17, 2009

NEW YORK—(BUSINESS WIRE)— Revlon, Inc. (NYSE: REV) has extended the expiration date of its previously-announced exchange offer, in which each issued and outstanding share of Revlon Class A common stock may be exchanged on a voluntary basis for one share of a newly-issued series of Revlon preferred stock (the “Exchange Offer”).

The deadline for tendering shares of Revlon Class A common stock in exchange for shares of Revlon preferred stock has been extended from 5:00 p.m., New York City time, on September 10, 2009 to 5:00 p.m., New York City time, on September 17, 2009, unless further extended.

The Company has been advised that as of 5:00 p.m. New York City time on September 10, 2009 approximately 8,436,516 shares of Revlon Class A common stock had been tendered in the Exchange Offer.

Additional Information and Where to Find It

This press release is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of Revlon common stock, nor an offer to sell nor a solicitation of an offer to purchase any shares of Revlon preferred stock. The solicitation of offers to exchange shares of Revlon Class A common stock for shares of Revlon preferred stock is being made pursuant to a tender offer statement on Schedule TO (including an offer to exchange, a letter of transmittal and related materials) that Revlon filed with the SEC on August 10, 2009, as amended on August 27, 2009 and on September 3, 2009 and as they may be further amended. Revlon stockholders are strongly advised to read the tender offer statement on Schedule TO (and related materials, including the offer to exchange), as they may be amended from time to time, as they contain important information. Revlon stockholders may obtain a free copy of these statements and other documents filed by Revlon with the SEC at the website maintained by the SEC at www.sec.gov.

The exchange agent for the Exchange Offer is American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038, telephone: (877) 777-0800. In addition, the tender offer statement and related materials may be obtained for free by calling D.F. King & Co., Inc., the information agent for the exchange offer, toll-free at (800) 949-2583. Banks and brokerage firms please call D.F. King & Co., Inc. collect at: (212) 269-5550. Holders of Class A common stock may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Exchange Offer. In addition, the tender offer statement and related materials may be obtained for free by directing such requests to the Company’s Secretary, at Revlon, Inc., 237 Park Avenue, 14th Floor, New York, NY 10017, attention: Michael T. Sheehan (or via email to michael.sheehan@revlon.com).

About Revlon

Revlon is a worldwide cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirants/deodorants and beauty care products company. The Company’s vision is to provide glamour, excitement and innovation to consumers through high-quality products at affordable prices. Websites featuring current product and promotional information can be reached at www.revlon.com, www.almay.com and www.mitchumman.com. Corporate and investor relations information can be accessed at www.revloninc.com. The Company’s brands,which are sold worldwide, include Revlon^®, Almay^®, ColorSilk^®,Mitchum^®, Charlie^®, Gatineau^® and Ultima II^®.

Contacts

Revlon, Inc.
Steven Berns, +1-212-527-5181
Executive Vice President and Chief Financial Officer

Source: Revlon, Inc.