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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
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January 29, 2004 (January 28, 2004)
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Date of Report (Date of earliest event reported)
Revlon, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11178 13-3662955
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
237 Park Avenue
New York, New York 10017
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(Address of Principal (Zip Code)
Executive Offices)
(212) 527-4000
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Regulation FD Disclosure
$125 Million Senior Unsecured Multiple-Draw Term Loan Agreement
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On January 29, 2004, Revlon, Inc. ("Revlon") announced that Revlon
Consumer Products Corporation, its wholly-owned subsidiary ("Products
Corporation"), and MacAndrews & Forbes Holdings Inc. ("MacAndrews & Forbes"), a
corporation wholly owned by Ronald O. Perelman, entered into a $125 million
senior unsecured multiple-draw term loan agreement, a copy of which is attached
as Exhibit 10.22 to this report. A copy of the press release is attached as
Exhibit 99.1 to this report and is incorporated herein by reference.
Amendment to Existing Credit Agreement
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On January 28, 2004, Products Corporation also entered into an
amendment of its existing credit agreement. The amendments included, among
other things, the waiver of compliance with the minimum cumulative EBITDA and
maximum leverage ratio covenants for the four fiscal quarters ended December
31, 2003, elimination of such covenants for the four fiscal quarters ending
March 31, 2004, June 30, 2004 and September 30, 2004 and a waiver of compliance
with such covenants for the four fiscal quarters ending December 31, 2004
expiring on January 31, 2005; an increase of 0.25% in applicable margins; the
continuation of the $20 million minimum liquidity covenant; and certain other
amendments to permit Revlon to guarantee certain classes of Products
Corporation's public indebtedness, if necessary, in order to permit Revlon to
commence a possible exchange of such indebtedness for common stock or other
equity securities of Revlon. A copy of the Third Amendment and Second Waiver
Agreement is attached as Exhibit 4.28 to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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Exhibit 10.22 Senior Unsecured Multiple-Draw Term Loan
Agreement, dated as of January 28, 2004, between
MacAndrews & Forbes Holdings Inc. and Revlon
Consumer Products Corporation (incorporated by
reference to Exhibit 10.22 of the Current Report
on Form 8-K of Revlon Consumer Products
Corporation filed with the Securities and
Exchange Commission on January 29, 2004 (the
"RCPC January Form 8-K")).
Exhibit 4.28 Third Amendment and Second Waiver Agreement,
dated as of January 28, 2004, among Revlon
Consumer Products Corporation, its subsidiaries
parties thereto, the lenders parties thereto,
Citibank, N.A., as documentation agent, J.P.
Morgan Securities Inc., as arranger, and JPMorgan
Chase Bank, as administrative agent (incorporated
by reference to Exhibit 4.28 of the RCPC January
Form 8-K).
Exhibit 99.1 Press Release dated January 29, 2004.
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
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Robert K. Kretzman
Executive Vice President, General
Counsel and Chief Legal Officer
Date: January 29, 2004
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 10.22 Senior Unsecured Multiple-Draw Term Loan
Agreement, dated as of January 28, 2004, between
MacAndrews & Forbes Holdings Inc. and Revlon
Consumer Products Corporation (incorporated by
reference to Exhibit 10.22 of the Current Report
on Form 8-K of Revlon Consumer Products
Corporation filed with the Securities and
Exchange Commission on January 29, 2004 (the
"RCPC January Form 8-K")).
Exhibit 4.28 Third Amendment and Second Waiver Agreement,
dated as of January 28, 2004, among Revlon
Consumer Products Corporation, its subsidiaries
parties thereto, the lenders parties thereto,
Citibank, N.A., as documentation agent, J.P.
Morgan Securities Inc., as arranger, and JPMorgan
Chase Bank, as administrative agent (incorporated
by reference to Exhibit 4.28 of the RCPC January
Form 8-K).
Exhibit 99.1 Press Release dated January 29, 2004.
Exhibit 99.1
FOR IMMEDIATE RELEASE
REVLON OBTAINS AMENDMENT TO ITS BANK CREDIT AGREEMENT
NEW YORK, January 29, 2004 - Revlon, Inc. (NYSE: REV) today announced that its
bank group has unanimously agreed to amend the Company's Credit Agreement (the
2004 Amendment), reflecting continued support of the Company's progress against
its growth plan. The Company indicated that the 2004 Amendment includes
essentially a one-year extension of the waiver received last year to the
Company's EBITDA and certain other financial covenants under the Credit
Agreement.
Specifically, under the 2004 Amendment, the Company's financial covenants have
been waived for the four fiscal quarters ending December 31, 2003, eliminated
for the first three quarters of 2004, and waived through January 31, 2005 for
the four fiscal quarters ending December 31, 2004. In addition, the 2004
Amendment also continues, through the duration of the Credit Agreement, the $20
million minimum liquidity covenant established in connection with the Company's
2003 Credit Agreement amendment.
The Company indicated that the 2004 Amendment also extends the maturity of the
$65 million line of credit provided by MacAndrews & Forbes to Revlon's
wholly-owned subsidiary, Revlon Consumer Products Corporation (RCPC), from
December 1, 2004 to June 30, 2005, and increases the interest rate for loans
under the Credit Agreement by 0.25 percentage points.
The 2004 Amendment also includes the approval of the previously-announced
commitment from MacAndrews & Forbes to provide $100 million and $25 million in
senior unsecured loans to RCPC. The Company indicated that the combined loan of
$125 million has substantially the same terms as the $100 million term loan
extended by MacAndrews & Forbes in early 2003, bears non-cash, or
payment-in-kind (PIK) interest, at 12% annually, with a final maturity of
December 1, 2005, provided that the final $25 million of the loan is repayable
prior to maturity.
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Commenting on the announcement, Revlon President & CEO Jack Stahl stated, "I am
delighted by the continued support of MacAndrews & Forbes and our bank group in
the progress we are making at this very important time in the Company's
history. We have every confidence that the actions we are taking to strengthen
the business are moving us toward our objective of achieving long-term
profitable growth."
The Company will file a Form 8-K with the SEC, including copies of the
amendment to the Credit Agreement and the new $125 million term loan agreement.
ABOUT REVLON
Revlon is a worldwide cosmetics, skin care, fragrance, and personal care
products company. The Company's brands, which are sold worldwide, include
Revlon(R), Almay(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R). Websites
featuring current product and promotional information can be reached at
www.revlon.com and www.almay.com. Corporate investor relations information can
be accessed at www.revloninc.com
Investor Relations Contact for Revlon: Media Contact for Revlon:
Maria A. Sceppaguercio Catherine Fisher
(212) 527-5230 (212) 527-5727
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FORWARD-LOOKING STATEMENTS
Statements in this press release which are not historical facts, including
statements about the Company's plans, strategies, beliefs and expectations, are
forward-looking and subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements speak only
as of the date they are made, and except for the Company's ongoing obligations
under the U.S. federal securities laws, the Company undertakes no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise. Such forward-looking statements
include, without limitation, the Company's expectations and estimates about
future events, including the Company's expectations regarding the availability
of funds under loans from MacAndrews & Forbes and that the actions the Company
is taking to strengthen its business are moving it toward its objective of
achieving long-term profitable growth. Actual results may differ materially
from such forward-looking statements for a number of reasons, including those
set forth in the Company's filings with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K (which may be viewed on the SEC's website
at http://www.sec.gov or on the Company's website at http://www.revloninc.com),
as well as reasons including the unavailability of funds under any loans
provided by MacAndrews & Forbes or difficulties, delays in or the inability of
the Company to strengthen its business and achieve long-term profitable growth.
Factors other than those listed above could cause the Company's results to
differ materially from expected results.