View:
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
------------
July 23, 2004 (July 22, 2004)
-----------------------------------------------------------------------
Date of Report (Date of earliest event reported)
Revlon, Inc.
-----------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11178 13-3662955
-------------------- ------------------------ -------------------------
(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification
Incorporation) No.)
237 Park Avenue
New York, New York 10017
----------------------------------- ---------------------------------
(Address of Principal (Zip Code)
Executive Offices)
(212) 527-4000
-----------------------------------------------------------------------
(Registrant's telephone number, including area code)
None
-----------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 9. Regulation FD Disclosure.
On July 22, 2004, Revlon, Inc. ("Revlon") and Revlon Consumer
Products Corporation ("RCPC"), a wholly owned subsidiary of Revlon (together,
the "Company"), issued a joint press release announcing, in connection with
the Company's previously announced debt refinancing, the consummation of the
Company's tender offer for any and all of RCPC's 12% Senior Secured Notes due
2005 (the "12% Notes"), which expired at 5:00 pm on July 21, 2004. The Company
indicated that a total of approximately $299 million aggregate principal
amount of the 12% Notes were repurchased in connection with the tender offer,
including RCPC's repurchase on July 22, 2004 of approximately $0.4 million
aggregate principal amount of the 12% Notes, the amount of such notes tendered
following the July 9, 2004 initial settlement through expiration of the tender
offer.
In connection with the expiration of the tender offer, the Company
also announced that on August 23, 2004, RCPC will redeem all of the $64.5
million aggregate principal amount of its 12% Notes (CUSIP No. 761519AT4) that
remain outstanding following the July 21, 2004 expiration of the tender offer
at a redemption price calculated in accordance with the indenture governing
the 12% Notes and as set forth in the notice of redemption dated July 22,
2004, a copy of which is attached hereto as Exhibit 99.2 and incorporated by
reference herein.
The above transactions and related matters are further described in
the press release dated July 22, 2004, a copy of which is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
In accordance with general instruction B.2 of Form 8-K, the
information in this report, including the exhibits, is furnished pursuant to
Item 9 and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liability of that
section.
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
------------------------
Robert K. Kretzman
Executive Vice President,
General Counsel and Chief
Legal Officer
Date: July 23, 2004
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release dated July 22, 2004.
99.2 Notice of Redemption dated July 22, 2004 (incorporated by
reference to Exhibit 99.2 of the Current Report on Form
8-K of Revlon Consumer Products Corporation filed with the
Securities and Exchange Commission on July 23, 2004).
Exhibit 99.1
FOR IMMEDIATE RELEASE
- ---------------------
Revlon Announces Consummation of Tender Offer;
Redemption of All Remaining 12% Senior Secured Notes due 2005
NEW YORK - July 22, 2004 - Revlon, Inc. (NYSE: REV) and its wholly-owned
subsidiary, Revlon Consumer Products Corporation ("RCPC"), together announced,
in connection with its previously announced debt refinancing, the consummation
of the Company's tender offer for any and all of RCPC's 12% Senior Secured
Notes due 2005 (the "12% Notes"). The Company's refinancing transactions
extended the maturity of much of the Company's debt that would have otherwise
matured in 2005, further strengthened the Company's balance sheet and
represents another important step to creating long-term value.
The debt refinancing featured a new $960 million credit facility from Citicorp
USA, Inc. and Citigroup Global Markets Inc. (together, "Citigroup") and a
syndicate of lenders and RCPC's repurchase of approximately $299 million
aggregate principal amount of the 12% Notes pursuant to its successful tender
offer and consent solicitation with respect to the 12% Notes, which expired at
5:00 pm on July 21, 2004. On July 22, 2004, RCPC repurchased approximately
$0.4 million aggregate principal amount of the 12% Notes, the amount of such
notes tendered following the July 9, 2004 initial settlement through
expiration of the tender offer.
In connection with the expiration of the tender offer, the Company also
announced that on August 23, 2004 RCPC will redeem all of the $64.5 million
aggregate principal amount of its 12% Notes (CUSIP No. 761519AT4) that remain
outstanding following the July 21, 2004 expiration of the tender offer at a
redemption price calculated in accordance with the indenture governing the 12%
Notes and as set forth in the notice of redemption.
Copies of the notice of redemption will be mailed to all record holders by
Wilmington Trust Company, the trustee under the indenture governing the 12%
Notes, Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890.
About Revlon
Revlon is a worldwide cosmetics, 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 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).
Forward-Looking Statements
Statements in this press release which are not historical facts, including
statements about plans, strategies, beliefs and expectations of Revlon, Inc.
and RCPC (together, the "Company"), 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,
including RCPC's plans to redeem all of the 12% Notes remaining outstanding
following the expiration of the tender offer. 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 or the inability of RCPC to consummate
the redemption of all of the 12% Notes remaining outstanding following the
expiration of the tender offer. Factors other than those referred to above
could also cause the Company's results to differ materially from expected
results.
CONTACT:
Revlon, Inc.
Investor Relations:
Maria A. Sceppaguercio
212-527-5230
Media:
Catherine Fisher
212-527-5727