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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June 23, 2004 (June 23, 2004)
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Date of Report (Date of earliest event reported)
Revlon Consumer Products Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-59650 13-3662953
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
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 9. REGULATION FD DISCLOSURE
On June 23, 2004, Revlon, Inc. ("Revlon") issued a press release
announcing the commencement by Revlon Consumer Products Corporation ("RCPC"), a
wholly owned subsidiary of Revlon, of a cash tender offer (the "Tender Offer")
to purchase any and all of RCPC's outstanding $363,000,000 aggregate principal
amount of 12% Senior Secured Notes due 2005 (the "12% Notes"). As part of the
Tender Offer, RCPC is soliciting consents from the holders of the 12% Notes for
certain proposed amendments which would eliminate substantially all of the
restrictive covenants contained in the indenture governing the 12% Notes and
release the guarantees of RCPC's obligations, and the collateral securing the
obligations of RCPC and the guarantors, under such indenture. The offer to
purchase the 12% Notes (the "Offer to Purchase") and the related letter of
transmittal (the "Letter of Transmittal") are attached hereto as Exhibits 99.1
and 99.2, respectively, and incorporated by reference herein.
The Tender Offer is being commenced in connection with RCPC's
previously-announced agreement with Citicorp USA, Inc. and Citigroup Global
Markets Inc. (together, "Citigroup") for a fully-committed financing to
refinance and extend to 2010 the maturities on RCPC's debt that matures in 2005.
Consummation of the Tender Offer is subject to various conditions,
including but not limited to, RCPC's entering into the new credit facilities and
RCPC's obtaining the required consents in the consent solicitation. Consummation
of the new credit facilities and related terms is also subject to negotiation
and execution of definitive documents and various customary conditions. There
can be no assurance that any aspect of the refinancing will be consummated. The
Tender Offer is made only upon the terms contained in Offer to Purchase and the
accompanying Letter of Transmittal provided to holders of the 12% Notes.
The Tender Offer will expire at 5:00 p.m., New York City time, on July
21, 2004, unless extended or earlier terminated by RCPC. RCPC currently expects
to have an initial settlement on July 9, 2004 for the 12% Notes tendered by such
date, followed by a final settlement shortly after the expiration date for such
notes tendered after the initial settlement date. RCPC reserves the right to
extend the initial settlement date up to and including the final settlement
date.
The above transactions and related matters are further described in the
press release dated June 23, 2004, a copy of which is attached hereto as Exhibit
99.3 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.
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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 CONSUMER PRODUCTS CORPORATION
By: /s/ Robert K. Kretzman
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Robert K. Kretzman
Executive Vice President, General
Counsel and Chief Legal Officer
Date: June 23, 2004
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Offer to Purchase dated June 22, 2004.
99.2 Letter of Transmittal.
99.3 Press Release, dated June 23, 2004 (incorporated by
reference to Exhibit 99.3 of the Current Report on Form 8-K
of Revlon, Inc. filed with the Securities and Exchange
Commission on June 23, 2004).
