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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April 30, 2004 (April 29, 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
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 April 30, 2004, Revlon, Inc. ("Revlon") issued a press release
announcing that approximately 97% of the total issued and outstanding principal
amount of 12% Senior Secured Notes due 2005 (the "Notes") issued by Revlon
Consumer Products Corporation ("RCPC"), a wholly owned subsidiary of Revlon,
have been tendered in connection with RCPC's tender offer and consent
solicitation commenced on April 16, 2004. The amount of Notes tendered
represents a sufficient number of consents to certain amendments to the
indenture governing the Notes. RCPC, the guarantors of RCPC's obligations under
the Notes, and the trustee for the Notes have executed a supplemental indenture
which will become operative upon the consummation of RCPC's offer to purchase
the Notes. The supplemental indenture is attached as Exhibit 4.33 and is
incorporated herein by reference.
The above events and related matters are further described in the press
release dated April 30, 2004, a copy of which is attached hereto as Exhibit
99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibit No. Description
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4.33 First Supplemental Indenture, dated as of
April 29, 2004, between Revlon Consumer
Products Corporation, the Guarantors, and
Wilmington Trust Company, as Trustee,
relating to Revlon Consumer Products
Corporation's 12% Senior Secured Notes due
2005 (incorporated by reference to Exhibit
4.33 of the Current Report on Form 8-K of
Revlon Consumer Products Corporation filed
with the Securities and Exchange Commission
on April 30, 2004).
99.1 Press Release, dated April 30, 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: April 30, 2004
EXHIBIT INDEX
Exhibit No. Description
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4.33 First Supplemental Indenture, dated as of
April 29, 2004, between Revlon Consumer
Products Corporation, the Guarantors, and
Wilmington Trust Company, as Trustee,
relating to Revlon Consumer Products
Corporation's 12% Senior Secured Notes due
2005 (incorporated by reference to Exhibit
4.33 of the Current Report on Form 8-K of
Revlon Consumer Products Corporation filed
with the Securities and Exchange Commission
on April 30, 2004).
99.1 Press Release, dated April 30, 2004.
Exhibit 99.1
FOR IMMEDIATE RELEASE
REVLON ANNOUNCES SUCCESS OF CONSENT SOLICITATION FOR ITS
12% SENIOR SECURED NOTES DUE 2005
PERIOD TO RECEIVE FULL TENDER CONSIDERATION EXTENDED
NEW YORK, April 30, 2004 - Revlon, Inc. (NYSE: REV) today announced that, in
connection with the tender offer and consent solicitation by its wholly-owned
subsidiary, Revlon Consumer Products Corporation ("RCPC"), with respect to
RCPC's 12% Senior Secured Notes due 2005, approximately 97% of the total issued
and outstanding principal amount of the notes have been validly tendered,
representing a sufficient number of consents to certain amendments to the
indenture. The Company also indicated that it is extending the deadline for
tendering and receiving the full tender consideration with respect to the 12%
Senior Secured Notes, from 5:00 PM EDT on April 29, 2004 to the tender offer
expiration at 5:00 PM EDT on May 14, 2004. The Company indicated that, through
5:00 PM EDT on April 29, 2004, holders have tendered $352,971,000 aggregate
principal amount of the 12% Senior Secured Notes.
The amendments to the indenture will eliminate substantially all of the
restrictive covenants contained in the indenture governing the 12% Senior
Secured Notes and release the guarantees of RCPC's obligations, and the
collateral securing the obligations of RCPC and the guarantors, under the
indenture. The supplemental indenture incorporating the amendments, as described
in the Offer to Purchase for Cash and Consent Solicitation dated April 16, 2004
(the "Offer to Purchase") will not become operative unless RCPC's tender offer
for the 12% Senior Secured Notes is consummated in accordance with its terms.
This press release announces the Withdrawal Deadline, as described in the Offer
to Purchase; accordingly, holders who have validly tendered 12% Senior Secured
Notes as of this time (the "Withdrawal Deadline") are no longer permitted to
withdraw their 12% Senior Secured Notes and related consents. In addition,
holders who tender 12% Senior Secured Notes between now and the expiration date
of the tender offer will not be permitted to withdraw their 12% Senior Secured
Notes. In order to allow holders of the 12% Senior Secured Notes to utilize the
DTC Automated Tender Offer Program throughout the entire tender offer, the
expiration has been extended from 3:00 PM EDT to 5:00 PM EDT on the same date as
previously announced, May 14, 2004.
Holders of the notes can obtain copies of the offer to purchase and related
materials from D.F. King & Co., Inc., the Information Agent, at (800) 949-2583
(toll free) or (212) 269-5550 (collect). Citigroup Global Markets Inc.
("Citigroup") is acting as Dealer Manager. Questions regarding the solicitation
can be addressed to Citigroup at (800) 558-3745 (toll free) or (212) 723-6106
(collect). Holders of the 12% Senior Secured Notes may obtain a hypothetical
quote of the consideration to be paid by calling either the Dealer Manager or
the Information Agent. In addition, promptly following the final calculation of
the consideration for the 12% Senior Secured Notes, the Company will publicly
announce, by press release, the pricing information.
None of Revlon, RCPC, Citigroup or the Information Agent makes any
recommendations as to whether or not holders should tender their notes, and no
one has been authorized by any of them to make such recommendations. Holders
must make their own decisions as to whether to tender notes and, if so, the
principal amount of notes to tender.
CONTACTS:
INVESTOR RELATIONS: MEDIA:
MARIA A. SCEPPAGUERCIO CATHERINE FISHER
(212) 527-5230 (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
refinancing transactions, including the tender offers and consent solicitation,
and the amounts and timing thereof. 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 RCPC to consummate the refinancing
transactions, including completing the tender offers and consent solicitation,
or changes in the amount or timing thereof. Factors other than those listed
above could also cause the Company's results to differ materially from expected
results.