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November 1, 2005
Mail Stop 7010
Mr. Robert K. Kretzman, Esq.
Executive Vice President, Chief Legal Officer,
General Counsel and Secretary
Revlon, Inc.
237 Park Avenue
New York, New York 10017
RE: Revlon, Inc.
Registration Statement on Form S-3
Filed on: October 4, 2005
File No.: 333-128815
Dear Mr. Kretzman:
We have limited our review of your filing to those issues we
have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
Registration Fee Table
1. Please clarify in footnote 1 that any shares issued under this
indeterminate amount will be counted against the $250 million of
securities that Revlon is registering.
Cover Page
2. We note your disclosure that "[a] prospectus supplement may
also
add, update or change information contained in this prospectus."
Please revise, as a prospectus supplement may not contradict,
modify
or replace information in the prospectus. Please make similar
revisions in the first paragraph under "About this Prospectus" on
page
1.
Where You Can Find More Information, page 2
3. Specifically identify and incorporate by reference the
company`s
annual report on Form 10-K for the year ended December 31, 2004
which
was filed with the SEC on March 10, 2005 as required by Item
12(a)(1)
of Form S-3.
Description of Securities, page 5
4. The staff notes that the specific terms of the securities to be
issued are not specified in the registration statement. If the
terms
of the securities to be offered under a future prospectus
supplement
to the registration statement are novel or unique, we intend to
review
and, if appropriate, comment on the disclosure. If the registrant
contemplates such an offering and wishes to furnish to the staff,
supplementally, draft copies of the 424(b) prospectus prior to its
use
(to the attention of the undersigned), the staff will review the
material on an expedited basis.
5. We note the use of Rule 415 and Rule 430A undertakings. Please
submit a copy of the prospectus supplement for any immediate
takedown.
Also, the registrant should specify in its acceleration request
the
amount of securities that will be offered on a delayed basis.
Please
revise or advise, as appropriate.
6. In the third paragraph under "Preferred Stock" on page 7, you
state
that the prospectus supplement will state "the terms and
conditions,
if applicable, upon which the preferred stock being offered will
be
convertible into Revlon Class A common stock...or other
securities...". Please note that the securities underlying
convertible securities must be registered on the registration
statement if the securities are convertible within one year from
the
date of their issuance. In this regard, please identify what the
"other securities" will be and revise footnote (1) to the fee
table
accordingly. Descriptions of the underlying securities should be
included in the registration statement.
7. We also note the disclosure in the fourth bullet on page 8
concerning the exchange of preferred stock for debt securities of
Products Corporation. Please also note that the exchange of
outstanding securities for securities to be offered through this
prospectus is not permitted on Form S-3. In this regard, please
see
the transactions requirements in Part I.B. to the general
instructions
to Form S-3. Please adivse us concerning this exchange. We may
have
further comment based on your response.
8. Similarly, under "Description of Warrants" on page 9, you state
that Revlon may issue warrants to purchase Revlon Class A common
stock
or preferred stock or "other securities". Warrants sold with
other
securities may be attached to or separate from the other
securities.
All securities issuable upon exercise of the warrants must be
registered if the warrants are exercisable with one year from the
date
of issuance. For the "other securities" that may be attached to
the
warrants, the staff notes that all classes of securities being
registered should be specifically identified. The reference to
"other
securities" should be deleted or modified to refer specifically to
other securities registered under this registration statement.
Plan of Distribution, page 12
9. We note the discussion of remarketing in the fifth paragraph on
page 13. Depending on the level of involvement by the issuer or
its
affilates in the remarketing, any offers or sales under such an
arrangement may require registration under the Securities Act. If
the
issuer would prefer that we express our view now on this issue,
provide us information about the procedures that will be used and
the
participants in the offered securities remarketing, including the
role
of Revlon or its affiliates, if any.
10. Disclosure in the sixth paragraph on page 13 states that the
company may authorize underwriters, dealers or agents to solicit
offers by certain purchasers to purchase securities from the
company
at the public offering price set forth in the applicable
prospectus
supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. With
respect
to the delayed delivery contracts, please supplementally (i)
describe
any terms and conditions, and (ii) confirm whether the terms and
conditions will cause the company`s counsel to conclude that the
delayed delivery contracts are securities within the meaning of
Section 2(a)(l) of the Securities Act of l933, as amended.
Exhibit 5.1 - Legal Opinion
11. We note the assumption contained in paragraph 1(v) on page 4,
which is also used similarly in the other opinions concerning the
other securities to be registered. Please tell us what is meant
by
"duly established." In addition, since counsel must opine that
the
securities when sold, will be legally issued fully paid and
nonassessable, the entire provision in paragraph 1(v) appears
overly
broad. Please tell us the basis for this assumption. We may have
further comment based on your response.
12. We also note the phrase "or upon due conversion, exercise or
exchange of any Warrants, Preferred Stock, or Subscription Rights
or
pursuant to any Stock Purchase Contracts or Stock Purchase Units"
used
in paragraph 1(vi) and similarly throughout the other opinions
concerning the other securities to be registered. Given that
counsel
must opine that the securities, when sold, will be legally issued,
fully paid and nonassessable, this provision appears confusing.
Please revise to clarify or delete.
Forms 8-K filed March 8, 2005, May 6, 2005 and August 4, 2005
13. We note that your year-end and quarterly earnings releases
include
the following non-GAAP measures: Adjusted EBITDA; Adjusted EBITDA,
excluding restructuring costs and growth plan charges; and
Operating
Income, excluding restructuring costs, additional consolidation
costs
and growth plan charges. We have the following comments related
to
these measures:
* We read in the footnotes to your March 8, 2005 press release
that
these metrics are useful to your company and investors in
understanding your financial operating performance. Please tell
us
more specifically how management uses each of these measures to
assess
your company`s performance. In this regard, we note that these
measures are not used for segmental evaluation since your company
only
has one segment.
* It is not clear to us why your current non-GAAP measures would
be
meaningful to investors. Please advise. If management does not
use
these measures for internal reporting or evaluation purposes, we
would
struggle to understand why you believe that it is more meaningful
to
present these measures to your investors than it would be to
present
EBITDA, operating income or net income/loss.
* We further note that your fiscal year 2005 quarterly earnings
releases only present Adjusted EBITDA. Please tell us if you plan
to
present the other non-GAAP measures seen in your March 8, 2005
press
release in future filings. If so, please help us to understand
why
you believe it is useful to present two differently calculated
Adjusted EBITDA measures. It appears that the use of a single
Adjusted EBITDA measure might be less confusing to your investors.
* If you present these non-GAAP measures in future earnings
releases,
please revise your disclosures to address each of the above
points.
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosure
they have made.
Notwithstanding our comments, in the even the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Jennifer K. Thompson, staff accountant at
(202)
551-3737 or John Cash, Branch Chief at (202) 551-3768 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact Dorine H. Miller, examiner at (202) 551-
3711
or Lesli Sheppard, attorney at (202) 551-3708 with any other
questions.
Sincerely,
Pamela A. Long
Assistant Director
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Robert K. Kretzman, Esq.
Revlon, Inc.
November 1, 2005
Page 6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE