Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 8)
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
REVLON, INC.
(Name of the Issuer)
MACANDREWS & FORBES HOLDINGS INC.
RONALD O. PERELMAN
(Name of Person(s) Filing Statement)
RONALD O. PERELMAN
(Name of Person(s) Filing Statement)
Class A Common Stock, par value $0.01 per share
(Title of Classes of Securities)
(Title of Classes of Securities)
761525609
(CUSIP Number of Classes of Securities)
(CUSIP Number of Classes of Securities)
BARRY F. SCHWARTZ
EXECUTIVE VICE CHAIRMAN AND CHIEF ADMINISTRATIVE OFFICER
MACANDREWS & FORBES HOLDINGS INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10065
(212) 572-8600
EXECUTIVE VICE CHAIRMAN AND CHIEF ADMINISTRATIVE OFFICER
MACANDREWS & FORBES HOLDINGS INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10065
(212) 572-8600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of the Filing Persons)
Behalf of the Filing Persons)
COPIES TO:
ADAM O. EMMERICH, ESQ. AND TREVOR S. NORWITZ, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
This statement is filed in connection with (check the appropriate box):
a.
|
o | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
b.
|
o | The filing of a registration statement under the Securities Act of 1934. | ||
c.
|
þ | A tender offer. | ||
d.
|
o | None of the above. |
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies: o
Check the following box if the filing is a final amendment reporting the results of the
transaction: o
CALCULATION OF FILING FEE
| 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
Filing party: Revlon, Inc.
Form or registration No.: Schedule TO
Date filed: August 10, 2009
TABLE OF CONTENTS
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
Table of Contents
This Amendment No. 8 (“Amendment No. 8”) amends the Rule 13E-3 Transaction Statement on
Schedule 13E-3 filed on behalf of MacAndrews & Forbes Holdings Inc., a Delaware corporation
(“MacAndrews & Forbes”), and Ronald O. Perelman (together with MacAndrews & Forbes, the “MacAndrews
& Forbes Participants”) on August 10, 2009, as amended by Amendment No. 1 to the Schedule 13E-3
filed on August 11, 2009, Amendment No. 2 to the Schedule 13E-3 filed on August 19, 2009, Amendment
No. 3 to the Schedule 13E-3 filed on August 27, 2009, Amendment No. 4 to the Schedule 13E-3 filed
on September 3, 2009, Amendment No. 5 to the Schedule 13E-3 filed on September 11, 2009, Amendment
No. 6 to the Schedule 13E-3 filed on September 18, 2009 and Amendment No. 7 to the Schedule 13E-3
filed on September 24, 2009 (as amended from time to time, the “Schedule 13E-3”), 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, September 3,
2009 and September 24, 2009 (as amended and restated, the “Third Amended and Restated Offer to
Exchange”), and in the related Amended and Restated Letter of Transmittal (“Letter of
Transmittal”).
This Amendment No. 8 is filed solely for the following purposes: to announce the results of the
Exchange Offer, to announce the expiration of the Exchange Offer and to supplement the Exhibit
Index with additional exhibits.
Item 15 of the Schedule 13E-3 — Additional Information is hereby amended and supplemented by adding
the following text thereto:
“Based on preliminary information from the Exchange Agent, as of 11:59 p.m., New York City
time, on Wednesday, October 7, 2009, a total of 9,336,905 shares of Revlon Class A Common Stock
were tendered pursuant to the Exchange Offer (including shares tendered pursuant to
guaranteed delivery procedures). Revlon has issued to stockholders (other than MacAndrews &
Forbes and its affiliates) the same number of shares of Revlon Series A Preferred Stock in
exchange for each share of Revlon Class A Common Stock validly tendered for exchange. The
Revlon Class A Common Stock exchanged in the Exchange Offer
represented 46% of the shares
of Revlon Class A Common Stock held by stockholders other than MacAndrews & Forbes and its
affiliates.
On October 8, 2009, Revlon issued a press release announcing that it has accepted for
exchange all validly tendered shares of Revlon Class A Common Stock.
In conjunction with the consummation of the Exchange Offer, MacAndrews &
Forbes contributed to Revlon $5.21 in principal amount of the Senior Subordinated Term Loan
currently owed by RCPC to MacAndrews & Forbes for each share of Revlon Class A Common Stock
exchanged in the Exchange Offer.
For each share of Revlon Class A Common Stock exchanged in the
Exchange Offer, Revlon issued to MacAndrews &
Forbes one share of Revlon Class A Common Stock, or
9,336,905 shares of Class A Common
Stock in the aggregate.
Also, the amendments to the terms of the Senior
Subordinated Term Loan between RCPC and MacAndrews & Forbes became effective, extending the
maturity date of the portion of the loan not contributed to Revlon in connection with the
Exchange Offer from August 2010 to October 8, 2014, changing the interest rate for such
portion of the loan from 11% to 12% per annum, extending the maturity date of the portion of
the loan contributed to Revlon in connection with the consummation of the Exchange Offer
from August 2010 to October 8, 2013 and changing the interest rate for such portion of the
loan from 11% to 12.75%.
The full text of the press release is attached as Exhibit (a)(5)(M) to this Schedule 13E-3
and is incorporated by reference to
Exhibit (a)(5)(M) of the Revlon’s Schedule TO/Schedule 13E-3 filed on October 8, 2009.”
Exhibit (a)(5)(M) of the Revlon’s Schedule TO/Schedule 13E-3 filed on October 8, 2009.”
Table of Contents
SIGNATURE
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.
| MACANDREWS & FORBES HOLDINGS INC. | ||||||
| By: Name: |
/s/ Barry F. Schwartz
|
|||||
| Title: | Executive Vice Chairman | |||||
Date: October 8, 2009
| By: Name: |
/s/ Ronald O. Perelman
|
Date: October 8, 2009
Table of Contents
EXHIBIT INDEX
| Exhibit No. | Description | |
| (a)(1)(A) | Offer to Exchange, dated August 10, 2009 (incorporated by
reference to Exhibit (a)(1)(A) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(1)(B) | Letter of Transmittal, dated August 10, 2009 (incorporated by
reference to Exhibit (a)(1)(B) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(1)(C) | Notice of Guaranteed Delivery, dated August 10, 2009
(incorporated by reference to Exhibit (a)(1)(C) of Revlon,
Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(1)(D) | Letter to Clients, dated August 10, 2009 (incorporated by
reference to Exhibit (a)(1)(D) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(1)(E) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated August 10, 2009 (incorporated by
reference to Exhibit (a)(1)(E) of Revlon, Inc.’s
Schedule TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(1)(F) | Letter to 401(k) Plan Participants, dated August 10, 2009
(incorporated by reference to Exhibit (a)(1)(F) of Revlon,
Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(1)(G) | Amended and Restated Offer to Exchange, dated August 27, 2009
(incorporated by reference to Exhibit (a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 27, 2009). |
|
| (a)(1)(H) | Second Amended and Restated Offer to Exchange, dated
September 3, 2009 (incorporated by reference to Exhibit
(a)(1)(H) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed
on September 3, 2009). |
|
| (a)(1)(I) | Letter to Stockholders of Revlon from Alan T. Ennis, dated
September 3, 2009 (incorporated by reference to
Exhibit (a)(1)(I) of Revlon, Inc.’s Schedule TO/Schedule 13E-3
filed on September 3, 2009). |
|
| (a)(1)(J) | Third Amended and Restated Offer to Exchange, dated September
24, 2009 (incorporated by reference to Exhibit (a)(1)(J) of
Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September
24, 2009). |
|
| (a)(1)(K) | Amended and Restated Letter of Transmittal, dated September
24, 2009 (incorporated by reference to Exhibit (a)(1)(K) of
Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September
24, 2009). |
|
| (a)(1)(L) | Amended and Restated Notice of Guaranteed Delivery, dated
September 24, 2009 (incorporated by reference to Exhibit (a)(1)(L) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009). |
|
| (a)(1)(M) | Amended and Restated Letter to Clients, dated September 24,
2009 (incorporated by reference to Exhibit (a)(1)(M) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009). |
|
| (a)(1)(N) | Amended and Restated Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated September 24,
2009 (incorporated by reference to Exhibit (a)(1)(N) of
Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September
24, 2009). |
|
| (a)(1)(O) | Amended and Restated Letter to 401(k) Plan Participants, dated
September 24, 2009 (incorporated by reference to Exhibit (a)(1)(O) of Revlon, Inc.’s Schedule TO/Schedule 13-3 filed on September 24, 2009). |
Table of Contents
| Exhibit No. | Description | |
| (a)(1)(P) | Letter to Stockholders of Revlon from Alan T. Ennis, dated
September 24, 2009 (incorporated by reference to Exhibit (a)(1)(P) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009). |
|
| (a)(5)(A) | Press Release of Revlon, Inc., dated August 10, 2009
(incorporated by reference to Exhibit (a)(5)(A) of Revlon,
Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(5)(B) | Mercier v. Perelman, et al., C.A. No. 4532-CC, Delaware
Chancery Court (filed April 24, 2009) (incorporated by
reference to Exhibit (a)(5)(B) of Revlon, Inc.’s Schedule
TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(5)(C) | Jurkowitz v. Perelman, et al., C.A. No. 4557-CC, Delaware
Chancery Court (filed May 1, 2009) (incorporated by reference
to Exhibit (a)(5)(C) of Revlon, Inc.’s Schedule
TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(5)(D) | Lefkowitz v. Revlon, et al., C.A. No. 4563-CC, Delaware
Chancery Court (filed May 5, 2009) (incorporated by reference
to Exhibit (a)(5)(D) of Revlon, Inc.’s Schedule
TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(5)(E) | Heiser v. Revlon, et al., C.A. No. 4578-CC, Delaware Chancery
Court (filed May 12, 2009) (incorporated by reference to
Exhibit (a)(5)(E) of Revlon, Inc.’s Schedule TO/Schedule 13E-3
filed on August 10, 2009). |
|
| (a)(5)(F) | Sullivan v. Perelman, et al., No. 650257/2009, Supreme Court
of the State of New York (filed May 4, 2009) (incorporated by
reference to Exhibit (a)(5)(F) of Revlon, Inc.’s
Schedule TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(5)(G) | Revlon News Memorandum, dated August 10, 2009 (incorporated by
reference to Exhibit (a)(5)(G) of Revlon, Inc.’s
Schedule TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (a)(5)(H) | Q&A for Employees, dated August 10, 2009 (incorporated by
reference to Exhibit (a)(5)(H) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 11, 2009). |
|
| (a)(5)(I) | Summary of Key Terms for Use by Investment Professionals
(incorporated by reference to Exhibit (a)(5)(I) of Revlon,
Inc.’s Schedule TO/Schedule 13E-3 filed on August 19, 2009). |
|
| (a)(5)(J) | Press Release of Revlon, Inc., dated September 11, 2009
(incorporated by reference to Exhibit (a)(5)(J) of Revlon,
Inc.’s Schedule TO/Schedule 13E-3 filed on September 11,
2009). |
|
| (a)(5)(K) | Press Release of Revlon, Inc., dated September 18, 2009
(incorporated by reference to Exhibit (a)(5)(K) of Revlon,
Inc.’s Schedule TO/Schedule 13E-3 filed on September 18,
2009). |
|
| (a)(5)(L) | Press Release of Revlon, Inc., dated September 24, 2009
(incorporated by reference to Exhibit (a)(5)(L) of Revlon,
Inc.’s Schedule TO/Schedule 13E-3 filed on September 24,
2009). |
|
| (a)(5)(M) | Press Release of Revlon, Inc., dated October 8, 2009
(incorporated by reference to Exhibit (a)(5)(M) of Revlon,
Inc.’s Schedule TO/Schedule 13E-3 filed on October 8, 2009). |
|
| (b) | Not applicable. |
|
| (c)(1) | Draft Presentation of Barclays Capital Inc., dated May 18,
2009 (incorporated by reference to Exhibit (c)(1) of Revlon,
Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009). |
|
Table of Contents
| Exhibit No. | Description | |
| (c)(2) | Presentation of Gleacher Partners, LLC, dated July 2009
(incorporated by reference to Exhibit (c)(2) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009). |
|
| (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-1 to
Exhibit (a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3
filed on September 3, 2009). |
|
| (d)(4) | Form of Certificate of Amendment to the Restated Certificate
of Incorporation of Revlon, Inc. (incorporated by reference to
Exhibit (d)(4) of Revlon, Inc.’s Schedule TO/Schedule 13E-3
filed on August 10, 2009). |
|
| (d)(5) | Form of Certificate of Amendment to the Restated Certificate
of Incorporation of Revlon, Inc. (incorporated by reference to
Exhibit (d)(5) of Revlon, Inc.’s Schedule TO/Schedule 13E-3
filed on August 10, 2009). |
|
| (d)(6) | Amendment No. 1 to the Contribution and Stockholder Agreement,
dated September 23, 2009, by and between Revlon, Inc. and
MacAndrews & Forbes Holdings Inc. (incorporated by reference
to Annex B-2 to Exhibit (a)(1)(J) of Revlon, Inc.’s
Schedule TO/Schedule 13E-3 filed on September 24, 2009). |
|
| (d)(7) | Amended and Restated Amendment No. 2 to the Senior
Subordinated Term Loan Agreement, dated September 23, 2009, by
and between Revlon Consumer Products Corporation and
MacAndrews & Forbes Holdings Inc. (incorporated by reference
to Annex C of Exhibit (a)(1)(J) of Revlon, Inc.’s
Schedule TO/Schedule 13E-3 filed on September 24, 2009). |
|
| (d)(8) | Form of Certificate of Designation of Series A Preferred Stock
of Revlon, Inc. (incorporated by reference to Annex A to
Exhibit (a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3
filed on September 24, 2009). |
|
| (d)(9) | Certificate of Designation of Series A Preferred Stock of
Revlon, Inc., filed October 8, 2009 (incorporated by reference
to Exhibit (d)(9) of Revlon, Inc.’s Schedule TO/Schedule 13E-3
filed on October 8, 2009). |
|
| (d)(10) | Certificate of Amendment to the Restated Certificate of
Incorporation of Revlon, Inc., filed October 8, 2009
(incorporated by reference to Exhibit (d)(10) of Revlon,
Inc.’s Schedule TO/Schedule 13E-3 filed on October 8, 2009). |
|
| (f) | Section 262 of the General Corporation Law of the State of
Delaware (incorporated by reference to Annex E to Exhibit (a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009). |
|
| (g) | Not applicable. |
|
| (h) | Not applicable. |