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: September 29, 2006
(Date of earliest event reported): (September 29, 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 of (Commission (I.R.S. Employer
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 1.01. Entry into a Material Definitive Agreement.
On September 29, 2006, Revlon, Inc. ("Revlon" and together with Revlon Consumer
Products Corporation ("RCPC"), Revlon's wholly owned operating subsidiary, the
"Company"), announced that RCPC entered into the third amendment (the "Credit
Agreement Amendment") to its Credit Agreement, dated as of July 9, 2004, among
RCPC, certain of its subsidiaries as local borrowing subsidiaries, a syndicate
of lenders, and Citicorp USA, Inc., as multi-currency administrative agent, term
loan administrative agent and collateral agent.
The Credit Agreement Amendment enables RCPC to add back to the Credit
Agreement's definition of EBITDA up to $75 million of restructuring charges,
asset impairment charges, inventory write offs, returns costs and related
charges in connection with the previously-announced discontinuance of the
Company's Vital Radiance brand and recent senior management changes and
organizational streamlining, which actions are described in the Company's
Current Reports on Form 8-K filed with the Securities and Exchange Commission
(the "SEC") on September 19, 2006 and September 25, 2006.
A copy of the Credit Agreement Amendment is attached hereto as Exhibit 4.1, and
its terms are incorporated by reference herein. The Credit Agreement, as amended
(which is referred to in this Form 8-K as the "Credit Agreement"), is filed as
Exhibit 4.34 to RCPC's Current Report on Form 8-K filed with the SEC on July 13,
2004. Amendment No. 1 to the Credit Agreement, dated as of February 15, 2006, is
filed as Exhibit 10.2 to RCPC's Current Report on Form 8-K filed with the SEC on
February 17, 2006, and Amendment No. 2, dated as of July 28, 2006, is filed as
Exhibit 4.1 to RCPC's Current Report on Form 8-K filed with the SEC on July 28,
2006.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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4.1 Amendment No. 3 to Credit Agreement, dated as of September
29, 2006 (incorporated by reference to Exhibit 4.1 of the
Current Report on Form 8-K of Revlon Consumer Products
Corporation filed with the Securities and Exchange
Commission on September 29, 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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Robert K. Kretzman
Executive Vice President, Chief Legal
Officer, General Counsel and Secretary
Date: September 29, 2006
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Amendment No. 3 to Credit Agreement, dated as of September
29, 2006 (incorporated by reference to Exhibit 4.1 of the
Current Report on Form 8-K of Revlon Consumer Products
Corporation filed with the Securities and Exchange
Commission on September 29, 2006).
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