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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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March 26, 2004 (March 24, 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 13-366295
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification
Incorporation) No.)
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
On March 25, 2004, Revlon, Inc. ("Revlon") issued a press release
announcing the consummation of its offers (the "Exchange Offers") to exchange
any and all outstanding 8 1/8% Senior Notes due 2006, 9% Senior Notes due 2006
and 8 5/8% Senior Subordinated Notes due 2008 issued by Revlon Consumer Products
Corporation and guaranteed by Revlon pursuant to an offering circular dated
February 20, 2004. The press release also announced that, in accordance with
Revlon's previously-announced debt reduction plan, MacAndrews & Forbes
exchanged approximately $173 million of existing loans for shares of Revlon
Class A common stock and exchanged or converted all of Revlon's outstanding
Series A preferred stock and Series B convertible preferred stock for shares
of Revlon Class A common stock. In addition, Revlon announced the appointment
of two new directors, Kenneth L. Wolfe and Paul J. Bohan, to Revlon's Board of
Directors.
The press release further announced the amendment on March 24, 2004
of (i) the Support Agreement, dated as of February 11, 2004, between Revlon
and Mafco Holdings Inc., as amended, (ii) the Support Agreement, dated as of
February 11, 2004, between Revlon and Fidelity Management & Research Co., as
amended, and (iii) the Investment Agreement, dated February 20, 2004, by and
between Revlon and Mafco Holdings Inc. Copies of these amendments are attached
hereto as Exhibits 10.31, 10.32 and 10.33, respectively.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits
(c) Exhibit No. Description
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10.31 Amendment, dated as of March 24, 2004, to the
Support Agreement, dated as of February 11, 2004,
between Revlon and Mafco Holdings Inc., as amended.
10.32 Amendment, dated as of March 24, 2004, to the
Support Agreement, dated as of February 11, 2004,
between Revlon and Fidelity Management & Research
Co., as amended.
10.33 Amendment, dated as of March 24, 2004, to the
Investment Agreement, dated as of February 20,
2004, by and between Revlon and Mafco Holdings Inc.
99.1 Press Release dated March 25, 2004.
SIGNATURE
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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
----------------------------
Robert K. Kretzman
Executive Vice President,
General Counsel and
Chief Legal Officer
Date: March 26, 2004
EXHIBIT INDEX
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Exhibit No. Description
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10.31 Amendment, dated as of March 24, 2004, to the
Support Agreement, dated as of February 11, 2004,
between Revlon and Mafco Holdings Inc., as amended.
10.32 Amendment, dated as of March 24, 2004, to the
Support Agreement, dated as of February 11, 2004,
between Revlon and Fidelity Management & Research
Co., as amended.
10.33 Amendment, dated as of March 24, 2004, to the
Investment Agreement, dated as of February 20,
2004, by and between Revlon and Mafco Holdings Inc.
99.1 Press Release dated March 25, 2004.
March 24, 2004
Mafco Holdings Inc.
35 East 62nd Street
New York, New York 10021
Attention: Barry F. Schwartz
Executive Vice President and
General Counsel
Facsimile: (212) 572-5170
email: bschwartz@mafgrp.com
Ladies and Gentlemen:
Reference is made to that certain exchange support agreement dated as
of February 11, 2004 (as amended, the "Support Agreement") by and between
Revlon, Inc. and Mafco Holdings Inc. Capitalized terms used herein and not
defined shall have the meaning ascribed to such terms in the Support
Agreement.
In light of the results of the Exchange Offer in which the aggregate
principal amount of Additional Tendered Notes equals $190,339,000, which
results in an Aggregate Offering Amount (and an Aggregate Back-Stop Amount) of
$9,661,000, the parties agree that the costs and expenses, including, without
limitation, legal, accounting and printing expenses, as well as the use of
organizational resources, in a $9,661,000 rights offering would be unduly
disproportionate and that it would be a better use of corporate resources to
add this amount to the additional debt reduction which is to be completed by
March 31, 2006. Accordingly, notwithstanding anything contained in the Support
Agreement to the contrary, Revlon shall not conduct the Rights Offering and
that M&F shall not purchase the Back-Stop Shares. For the avoidance of doubt,
this shall not (i) affect Revlon's obligations with respect to the Additional
Offerings, (ii) reduce the Aggregate Additional Offering Amount (which, as a
result of this letter agreement, is currently $109,661,000) or (iii) affect
M&F's obligations to purchase the Aggregate Additional Back-Stop Amount
(which, as a result of this letter agreement, is an aggregate investment
amount of $109,661,000).
As modified hereby, the Support Agreement and its terms and
conditions are hereby ratified and confirmed for all purposes and in all
respects.
[Execution Page Follows]
Very truly yours,
REVLON, INC.
/s/ Robert K. Kretzman
By:________________________
Name: Robert K. Kretzman
Title: Executive Vice President,
Chief Legal Officer
and Secretary
Acknowledged and Agreed:
Mafco Holdings Inc.
/s/ Todd J. Slotkin
______________________________
Authorized Signature
______________________________
Todd J. Slotkin
Executive Vice President and
Chief Financial Officer
Acknowledged and Agreed:
Fidelity Management & Research Co.
/s/ Nate Van Duzer
______________________________
Authorized Signature
Nate Van Duzer
Assistant General Counsel
______________________________
(Type or Print Name and Title of
Authorized Signatory)
[Signature Page to Mafco Support Amendment]
March 24, 2004
Fidelity Management & Research Co.
c/o Fidelity Investments
82 Devonshire Street E31C
Boston, Massachusetts 02109
Attention: Nate Van Duzer
Assistant General Counsel
Facsimile: (617) 476-5174
email: Nate.VanDuzer@FMR.COM
Ladies and Gentlemen:
Reference is made to that certain exchange support agreement dated as
of February 11, 2004 (as amended, the "Support Agreement") by and between
Revlon, Inc. and Fidelity Management & Research Co. Capitalized terms used
herein and not defined shall have the meaning ascribed to such terms in the
Support Agreement.
In light of the results of the Exchange Offer in which the aggregate
principal amount of Additional Tendered Notes equals $190,339,000, which
results in an Aggregate Offering Amount (and an Aggregate Back-Stop Amount) of
$9,661,000, the parties agree that the costs and expenses, including, without
limitation, legal, accounting and printing expenses, as well as the use of
organizational resources, in a $9,661,000 rights offering would be unduly
disproportionate and that it would be a better use of corporate resources to
add this amount to the additional debt reduction which is to be completed by
March 31, 2006. Accordingly, notwithstanding anything contained in the Support
Agreement to the contrary, Revlon shall not conduct the Rights Offering and
that M&F shall not purchase the Back-Stop Shares. For the avoidance of doubt,
this shall not (i) affect Revlon's obligations with respect to the Additional
Offerings, (ii) reduce the Aggregate Additional Offering Amount (which, as a
result of this letter agreement, is currently $109,661,000) or (iii) affect
M&F's obligations to purchase the Aggregate Additional Back-Stop Amount
(which, as a result of this letter agreement, is an aggregate investment
amount of $109,661,000).
As modified hereby, the Support Agreement and its terms and
conditions are hereby ratified and confirmed for all purposes and in all
respects.
[Execution Page Follows]
Very truly yours,
REVLON, INC.
By: /s/ Robert K. Kretzman
_______________________
Name: Robert K. Kretzman
Title: Executive Vice President,
Chief Legal Officer
and Secretary
Acknowledged and Agreed:
Fidelity Management & Research Co.
/s/ Nate Van Duzer
_______________________________
Authorized Signature
Nate Van Duzer
Assistant General Counsel and
Secretary
_______________________________
(Type or Print Name and Title of
Authorized Signatory)
Acknowledged and Agreed:
Mafco Holdings Inc.
/s/ Todd J. Slotkin
______________________________
Authorized Signature
_______________________________
Todd J. Slotkin
Executive Vice President and
Chief Financial Officer
[Signature Page to Fidelity Support Amendment]
AMENDMENT TO INVESTMENT AGREEMENT
THIS AMENDMENT TO INVESTMENT AGREEMENT (this "Amendment") is made
this 24th day of March 2004 by and between Revlon, Inc., a Delaware
corporation (the "Company"), and Mafco Holdings Inc., a Delaware corporation
(the "Investor").
W I T N E S S E T H:
WHEREAS, the parties have entered into an Investment Agreement dated
February 20, 2004 (the "Investment Agreement");
WHEREAS, in light of the results of the Exchange Offer in which the
aggregate principal amount of Additional Tendered Notes equals $190,339,000,
which results in a Second Offering Amount of $9,661,000, the parties agree
that the costs and expenses, including, without limitation, legal, accounting
and printing expenses, as well as the use of organizational resources, in a
$9,661,000 rights offering would be unduly disproportionate and that it would
be a better use of corporate resources to add this amount to the additional
debt reduction which is to be completed by March 31, 2006; and
WHEREAS, the parties have determined to amend the Investment
Agreement pursuant to Section 9.6 thereof, as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained in this Amendment, the parties hereto
hereby agree as follows:
Section 1. Definitions. Capitalized terms used herein and not defined
shall have the meaning ascribed to such terms in the Investment Agreement.
Section 2. Second Rights Offering. Notwithstanding anything contained
in Section 4 of the Investment Agreement to the contrary, the Company shall
not conduct the Second Rights Offering and the Investor shall not purchase the
Second Stage Back-Stop Shares. For the avoidance of doubt, this Amendment
shall not (i) affect the Company's obligations with respect to the Third Stage
Offerings, (ii) reduce the Third Stage Offering Amount (which, as a result of
this Amendment, is currently $109,661,000) or (iii) affect the Investor's
obligations to purchase shares of Class A Common Stock for an aggregate amount
of cash equal to the Third Stage Back-Stop Amount (which, as a result of this
Amendment, is currently $109,661,000).
Section 3. Miscellaneous.
3.1 Ratification of Investment Agreement. As modified hereby, the
Investment Agreement and its terms and provisions are hereby ratified and
confirmed for all purposes and in all respects.
3.2 Counterparts. This Amendment may be executed in two or more
counterparts, which may be by facsimile, each of which will be deemed an
original but all of which together will constitute one and the same
instrument. All such counterparts will be deemed an original, will be
construed together and will constitute one and the same instrument.
3.3 Headings. The headings in this Amendment are for reference
purposes only and will not in any way affect the meaning or interpretation of
this Amendment.
[Execution Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first above written.
REVLON, INC.
/s/ Robert K. Kretzman
By:________________________________
Name: Robert K. Kretzman
Title: Executive Vice President,
Chief Legal Officer
MAFCO HOLDINGS INC.
/s/ Todd J. Slotkin
By:______________________________
Name: Todd J. Slotkin
Title: Executive Vice President
and Chief Financial
Officer
Acknowledged and Agreed
pursuant to Section 9.10
of the Investment Agreement:
Fidelity Management & Research Co.
/s/ Nate Van Duzer
_______________________________
Authorized Signature
Nate Van Duzer
Assistant General Counsel
_______________________________
(Type or Print Name and Title of
Authorized Signatory)
FOR IMMEDIATE RELEASE
REVLON ANNOUNCES CONSUMMATION OF SUCCESSFUL EXCHANGE OFFERS
$804 Million of Debt Exchanged For Equity
Two New Directors Appointed To Company's Board;
Nominating and Corporate Governance Committee Formed
NEW YORK, March 25, 2004 - Revlon, Inc. (NYSE: REV) today announced the
consummation of the Company's successful exchange offers for the 8 1/8% Senior
Notes, the 9% Senior Notes, and the 8 5/8% Senior Subordinated Notes, each
issued by Revlon's wholly-owned subsidiary, Revlon Consumer Products
Corporation. The Company indicated that approximately $631.2 million aggregate
principal amount of notes were tendered for Revlon Class A common stock,
representing approximately $190.3 million of notes in addition to the notes
previously committed to be exchanged by MacAndrews & Forbes and Fidelity
Management & Research Co. ("Fidelity") as part of their support agreements
related to the exchange offers.
In addition, in accordance with Revlon's previously-announced debt reduction
plan, MacAndrews & Forbes exchanged approximately $173 million of existing
loans for approximately 66.7 million shares of Revlon Class A common stock and
exchanged or converted all of the Company's outstanding Series A preferred
stock and Series B convertible preferred stock for an aggregate of
approximately 9.2 million shares of Revlon Class A common stock.
The Company indicated that the total debt reduction, including the exchange of
the MacAndrews & Forbes loans, totaled approximately $804 million, exceeding
the targeted minimum debt reduction at this stage of the Company's debt
reduction plan.
The approximate $631.2 million principal amount of notes tendered represents
$133.8 million principal amount of the 8 1/8% Senior Notes; $174.5 million
principal amount of the 9% Senior Notes; and $322.9 million principal amount
of the 8 5/8% Senior Subordinated Notes. These notes were exchanged for an
aggregate of approximately 224.1 million shares of Revlon's Class A common
stock, which includes shares issued in exchange for accrued interest.
The Company indicated that it now has outstanding approximately 338.2 million
shares of Class A common stock and 31.25 million shares of Class B common
stock. As a result of these transactions, MacAndrews & Forbes beneficially
holds approximately 59.9% of the Company's common stock (representing
approximately 77.2% of the Company's voting power); funds and accounts managed
by Fidelity beneficially hold approximately 21.2% of the Company's common
stock (representing approximately 12.1% of the Company's voting power); and
other stockholders beneficially hold approximately 18.9% of the Company's
common stock (representing approximately 10.7% of the Company's voting power).
Commenting on the consummation of the exchange offers, Revlon President & CEO
Jack Stahl stated, "The completion of the exchange offers and related
transactions is a very important milestone for Revlon. Today, we are in a much
stronger financial position than at any time in our recent past, and we plan
to build on this capital structure improvement to continue to strengthen the
business as we focus on our objective of achieving long-term, profitable
growth."
The Company indicated that its previously-announced plan to launch a rights
offering to reduce debt by a further $50 million by year-end 2004 was reduced
to $9.7 million, as a result of $190.3 million of notes having been exchanged
in excess of the notes committed to be exchanged under the support agreements.
This $190.3 million more than satisfies Revlon's plan to reduce debt through
the exchange offers by $150 million in addition to the notes that were
committed to be exchanged in the support agreements. The $40.3 million
difference satisfies all but $9.7 million of the Company's plan to reduce debt
by a further $50 million by year-end 2004. As a result, Revlon indicated that
its support and investment agreements with MacAndrews & Forbes and Fidelity
relating to the Company's debt reduction plan were amended to enable Revlon to
satisfy the remaining $9.7 million of debt reduction as part of the final
stage of the Company's debt reduction plan. Therefore, the Company now intends
to reduce debt by an additional $109.7 million by March 2006.
In conjunction with the consummation of the exchange offers, Revlon indicated
that amendments to the Company's bank credit agreement became effective,
providing the Company with an additional $64.4 million term loan facility.
This facility was used to repay outstanding revolving indebtedness under the
bank credit agreement, which will be available to be redrawn, as needed, to
fund the Company's 2004 working capital needs.
Revlon also announced today the appointment of Kenneth L. Wolfe and Paul J.
Bohan to the Company's Board of Directors.
Mr. Wolfe served as chairman and chief executive officer of Hershey Foods
Corporation from 1994 until his retirement in December 2001. Mr. Wolfe joined
Hershey in 1967 and held various executive positions, including president and
chief operating officer, before being appointed its chairman and chief
executive officer. Mr. Wolfe also serves as a member of the Board of Directors
of Adelphia Communications Corporation, Bausch and Lomb Incorporated and
Carpenter Technology Corporation and serves as the chairman of the audit
committees of each of those companies. In addition, Mr. Wolfe was appointed to
Revlon's newly-formed Nominating and Corporate Governance Committee and
Revlon's Compensation Committee.
Mr. Bohan, prior to his retirement in February 2001, was a Managing Director
of Salomon Smith Barney, a unit of Citigroup Inc., since 1980. Mr. Bohan
currently serves as a member of the Board of Directors of Arena Brands, Inc.,
a privately-held company, and of the Board of Directors of The New York Police
& Fire Widows' & Children's Benefit Fund and serves on its audit committee. In
addition, Mr. Bohan was appointed to Revlon's Audit Committee.
Commenting on the appointment of Messrs. Wolfe and Bohan to the Company's
Board, Revlon Chairman Ronald O. Perelman stated, "I am delighted that Ken and
Paul have joined our Board. Their collective experience, expertise and
insights in the consumer products and banking industries will be invaluable to
us as we continue to strengthen the business and reshape our capital
structure."
Revlon also announced that, building on the comprehensive Corporate Governance
Program adopted by the Company's Board of Directors in January 2004, the
Company has formed an independent Nominating and Corporate Governance
Committee. The corporate governance section of the Company's investor
relations website, www.revloninc.com, contains the principal elements of the
Company's comprehensive Corporate Governance Program, including the Board's
Corporate Governance Guidelines, the Board's Guidelines for Assessing Director
Independence, charters for the Audit Committee, Compensation Committee and the
new Nominating and Corporate Governance Committee and the Company's Code of
Business Conduct (which includes the Company's Code of Ethics for Senior
Financial Officers).
About Revlon
Revlon is a worldwide cosmetics, skin care, fragrance and personal care
products company. The Company's vision is to become the world's most dynamic
leader in global beauty and skin care. 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.
The Company's brands, which are sold worldwide, include Revlon(R), Almay(R),
Ultima(R), Charlie(R), Flex(R) and Mitchum(R).
CONTACTS:
Investor Relations: Media:
Maria A. Sceppaguercio, 212-527-5230 Catherine Fisher, 212-527-5727
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 U.S. federal securities laws, the Company undertakes no
obligation to publicly update any forward-looking statement, 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 and the Company's estimates regarding the
consummation of the remaining debt reduction transactions and the amounts and
timing thereof, as well as the Company's plans to build on its capital
structure improvement to continue to strengthen the business. 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 and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
filed with the SEC (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 difficulties, delays, unexpected costs, the
inability of the Company to consummate the remaining debt reduction
transactions or changes in the amount or timing thereof, or to build on its
capital structure improvement. Factors other than those listed above could
also cause the Company's results to differ materially from expected results.