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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2006 (April 21, 2006) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 - ------------------------------------- ----------------------------------- ----------------------------------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Identification Incorporation) File Number) No.) 237 Park Avenue New York, New York 10017 - ------------------------------------------------------- ----------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 527-4000 (Registrant's telephone number, including area code) None (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01. REGULATION FD DISCLOSURE. On April 21, 2006, Revlon, Inc. ("Revlon") issued a press release (the "Press Release") announcing that Revlon Consumer Products Corporation ("RCPC"), Revlon's wholly-owned operating subsidiary, completed the redemption of $109.7 million aggregate principal amount of its 8 5/8% Senior Subordinated Notes due 2008 (the "Notes"), in satisfaction of the applicable requirements under RCPC's bankcredit agreement. The aggregate redemption price for the Notes was $111.8 million, consisting of $109.7 million aggregate principal amount of the Notes, plus an additional $2.1 million of accrued and unpaid interest on the Notes up to, but not including, the redemption date. Following the redemption, there remained outstanding $217.4 million in aggregate principal amount of the Notes. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated April 21, 2006. 2 SIGNATURE 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 hereunto duly authorized. REVLON, INC. By: /s/ Robert K. Kretzman ---------------------- Name: Robert K. Kretzman Title: Executive Vice President and General Counsel Date: April 21, 2006 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release dated April 21, 2006. 4
REVLON COMPLETES PREVIOUSLY-ANNOUNCED REDEMPTION OF $110 MILLION OF RCPC'S 8 5/8% SENIOR SUBORDINATED NOTES NEW YORK, April 21, 2006--Revlon, Inc. (NYSE: REV) today announced that its wholly-owned operating subsidiary, Revlon Consumer Products Corporation ("RCPC"), has completed its previously-announced redemption of approximately $110 million aggregate principal amount of RCPC's 8 5/8% Senior Subordinated Notes due 2008 (CUSIP 761519AN7) (the "Notes"). RCPC redeemed the Notes using the proceeds from Revlon, Inc.'s highly successful $110 million rights offering completed in March 2006, which was fully subscribed for by public shareholders. RCPC's redemption of the Notes satisfied the applicable requirements under its bank credit agreement. The aggregate redemption price for the Notes was $111.8 million, consisting of $109.7 million aggregate principal amount of the Notes, plus an additional $2.1 million of accrued and unpaid interest on the Notes up to, but not including, the redemption date. The redemption was completed in accordance with the terms of the notice of redemption mailed on March 22, 2006 to the holders of the Notes that were redeemed when the redemption amount previously deposited with U.S. Bank National Association, the trustee under the indenture governing the Notes, was released to the holders of such Notes. Following the redemption, there remained outstanding $217.4 million in aggregate principal amount of the Notes. ABOUT REVLON Revlon Consumer Products Corporation is the wholly-owned operating subsidiary of Revlon, Inc., a worldwide cosmetics, skin care, fragrance, and personal care products company. The Company's vision is to deliver the promise of beauty through creating and developing the most consumer preferred brands. Websites featuring current product and promotional information can be reached at www.revlon.com, www.almay.com, www.vitalradiance.com and www.mitchumman.com. Corporate and investor relations information can be accessed at www.revloninc.com. The Company's brands include REVLON(R), ALMAY(R), VITAL RADIANCE(R), ULTIMA(R), CHARLIE(R), FLEX(R), and MITCHUM(R). INVESTOR RELATIONS CONTACT: MEDIA CONTACT: MARIA A. SCEPPAGUERCIO SCOTT BEHLES (212) 527-5230 (212) 527-4718