UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2006 (July 24, 2006)
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 Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
237 Park Avenue
New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
(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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On July 24, 2006, Revlon, Inc. issued a press release (the "Press Release")
announcing, among other things, that its wholly-owned operating subsidiary,
Revlon Consumer Products Corporation, had received all of the required lender
consents to the previously-announced amendment to its existing bank credit
agreement, dated July 9, 2004 (as amended by Amendment No. 1, dated as of
February 15, 2006, the "Credit Agreement"), that would, among other things, add
$100 million to the existing $700 million term loan facility under the Credit
Agreement. The Press Release also announced that Company expects to close and
fund the amendment to the Credit Agreement on July 28, 2006, subject to market
and other customary conditions.
A copy of the Press Release is attached to this report as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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99.1 Press Release, dated July 24, 2006.
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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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Name: Robert K. Kretzman
Title: Executive Vice President and
General Counsel
Date: July 24, 2006
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated July 24, 2006.
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Exhibit 99.1
Revlon Announces Receipt of Required Lender Consents for $100 Million Term Loan
Add-On to Bank Credit Agreement
NEW YORK--(BUSINESS WIRE)--July 24, 2006--Revlon, Inc. (NYSE: REV) today
announced that its wholly-owned operating subsidiary, Revlon Consumer Products
Corporation ("RCPC"), had received all of the required lender consents to the
previously-announced amendment to its bank credit agreement, dated July 9, 2004
(as previously amended, the "Credit Agreement") to, among other things, increase
the existing $700 million term loan facility under the Credit Agreement by $100
million.
The Company announced that it expects to close and fund the amendment to
the Credit Agreement on July 28, 2006, subject to market and other customary
conditions. There can be no assurances that this transaction will be
consummated.
Commenting on the announcement, Revlon President and CEO Jack Stahl stated,
"I am pleased with this demonstration of support by our lenders as we continue
to take important actions for the long-term to drive revenue growth, while
working aggressively to reduce costs and improve efficiencies. We believe that
these actions support our goal of achieving profitability and value creation
over time."
About Revlon
Revlon is a worldwide cosmetics, skin care, 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, www.almay.com, www.vitalradiance.com and www.mitchumman.com.
Corporate and investor relations information can be accessed at
www.revloninc.com. The Company's brands include Revlon(R), Almay(R), Vital
Radiance(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 the Company's plans to
secure the proposed amendment to the Credit Agreement, as well as the terms and
conditions of such proposed amendment, that the Company expects to close and
fund the amendment on July 28, 2006, the Company's expectations and plans to
take important actions for the long-term to drive revenue growth, while working
aggressively to reduce costs and improve efficiencies, and the Company's belief
that these actions support its goal of achieving profitability and value
creation over time. 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 SEC, including the Company's 2005 Annual Report
on Form 10-K, Form 10-Qs and Form 8-Ks filed with the SEC during 2006 (which may
be viewed on the SEC's website at http://www.sec.gov or on Revlon, Inc.'s
website at http://www.revloninc.com), as well as the Company's inability to
consummate, in whole or in part, the proposed amendment to the Credit Agreement,
including due to market conditions or other factors, as well as reasons
including difficulties, delays or the inability of the Company to: (i) drive
revenue growth, such as due to increased competitive activity or less than
anticipated retailer or consumer acceptance of the Company's marketing plans and
actions; and/or (ii) reduce costs and improve the Company's efficiencies, such
as due to its productivity initiatives or cost reduction actions being less
effective than planned, including as a result of higher than expected expenses
due to increased competitive activity, increased cost of goods and greater than
expected returns. Factors other than those listed above could also cause the
Company's results to differ materially from expected results. Additionally, the
business and financial materials and any other statement or disclosure on, or
made available through, the Company's websites or other websites referenced
herein shall not be incorporated by reference into this release.
CONTACTS: Revlon, Inc.
Investor Relations:
Maria A. Sceppaguercio, 212-527-5230
or
Media:
Scott Behles, 212-527-4718
SOURCE: Revlon, Inc.