OCTOBER 19, 2005 Ms. Pamela A. Long Assistant Director Division of Corporation Finance Securities and Exchange Commission Station Place 100 F Street, N.E. Washington, DC 20549-7010 RE: REVLON CONSUMER PRODUCTS CORPORATION REGISTRATION STATEMENT ON FORM S-4 FILED SEPTEMBER 9, 2005 FILE NO. 333-128217 Dear Ms. Long: On behalf of our client, Revlon Consumer Products Corporation (the "Company"), enclosed please find four copies of Amendment No. 1 ("Amendment No. 1") to the Registration Statement on Form S-4 (the "Registration Statement") which was filed today via EDGAR with the Securities and Exchange Commission (the "Commission"). Also enclosed are four copies of Amendment No. 1 marked to show changes from the Registration Statement filed with the Commission on September 9, 2005. The changes in Amendment No. 1 include those made in response to the comments of the staff of the Commission (the "Staff") set forth in your letter dated October 6, 2005 (the "Comment Letter"). Set forth below are the Company's responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold and italics and is followed by the corresponding response of the Company. Unless otherwise indicated, page numbers in the responses refer to pages of Amendment No. 1. Capitalized terms used but not defined herein shall have the meanings ascribed to them in Amendment No. 1. GENERAL 1. IF YOU INTEND TO RELY ON THE POSITION THE STAFF HAS TAKEN IN EXXON CAPITAL HOLDINGS CORPORATION (MAY 13, 1988) AND SUBSEQUENT RELATED NO-ACTION LETTERS, PLEASE PROVIDE US WITH A SUPPLEMENTAL LETTER STATING THAT YOU ARE REGISTERING YOUR EXCHANGE OFFER IN RELIANCE ON OUR POSITION CONTAINED IN THESE LETTERS AND INCLUDE THE REPRESENTATIONS CONTAINED IN MORGAN STANLEY & CO., INC. (JUNE 5, 1991) AND SHEARMAN & STERLING (JULY 2, 1993). Ms. Pamela A. Long October 19, 2005 Page 2 We acknowledge the Staff's comment and confirm that, prior to the effectiveness, we will provide the Staff with the supplemental letter requested above. SUMMARY, PAGE 1 (PAGE 1 OF AMENDMENT NO. 1) 2. PLEASE MOVE THE SECOND AND THIRD INTRODUCTORY PARAGRAPHS TO A MORE APPROPRIATE LOCATION IN YOUR PROSPECTUS. In response to the Staff's comment, the second and third introductory paragraphs have been moved to page ii of Amendment No. 1. 3. THE INFORMATION IN YOUR SUMMARY IS VERY DETAILED AND LENGTHY AND PROVIDES TOO MUCH INFORMATION FOR SUMMARY DISCLOSURE. IN PARTICULAR, WE NOTE THE DISCLOSURE IN THE SECTIONS ENTITLED "INVESTMENT HIGHLIGHTS," "OUR PLAN," AND "RECENT DEVELOPMENTS." WE ALSO NOTE THAT MUCH OF YOUR REMAINING DISCLOSURE UNDER THE HEADING "OUR COMPANY" REPEATS ENTIRE PORTIONS OF THE BUSINESS SECTION. IF YOU BELIEVE THAT SOME OF THIS DISCLOSURE IS NECESSARY, PLEASE REDUCE THE DISCLOSURE TO A BULLET POINT PRESENTATION, AND BALANCE THE DISCLOSURE WITH THE ASSOCIATED RISKS FACING THE COMPANY. THE SUMMARY SHOULD PROVIDE A BRIEF OVERVIEW OF THE MOST IMPORTANT ASPECTS OF YOUR BUSINESS AND THE KEY ASPECTS OF YOUR OFFERING. In response to the Staff's comment, the summary section, which begins on page 1 of Amendment No. 1, has been revised. In addition, in an effort to reduce the summary disclosure to a brief overview of the most important aspects of the Company's business and the key aspects of the offering, certain disclosure was moved to a new section entitled "Investment Highlights" on page 45-46 of Amendment No. 1 and to page 50-51 of Amendment No. 1 under the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section. RISK FACTORS, PAGE 22 (PAGE 17 OF AMENDMENT NO. 1) 4. SOME OF YOUR RISK FACTORS USE LANGUAGE LIKE "WE CANNOT ASSURE" OR "THERE CAN BE NO ASSURANCE." PLEASE REVISE THIS LANGUAGE; THE REAL RISK IS NOT YOUR INABILITY TO OFFER ASSURANCE, BUT THE CONDITION DESCRIBED. PLEASE SEE RISK FACTORS FIVE, SEVEN, NINE, 12, 15, 16, 17, 18, 19 AND 22. In response to the Staff's comment, risk factors five, seven, nine, 12, 15, 16, 17, 18, 19 and 22, which appear on pages 18, 19, 21, 23, 24, 25, 26, 26, 27 and 28 of Amendment No. 1, respectively, have been revised. 5. PLEASE INCLUDE RISK FACTOR DISCLOSURE THAT DISCUSSES YOUR HISTORY OF NET LOSSES AND THE IMPACT THIS COULD HAVE ON YOUR BUSINESS AND YOUR ABILITY TO SERVICE YOUR DEBT. Ms. Pamela A. Long October 19, 2005 Page 3 In response to the Staff's comment, risk factor disclosure regarding the Company's history of net losses has been added to page 17 of Amendment No. 1. OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT..., PAGE 22 (PAGE 17 OF AMENDMENT NO. 1) 6. PLEASE QUANTIFY YOUR DEBT SERVICE COSTS. In response to the Staff's comment, this risk factor, which appears on page 17 of Amendment No. 1, has been revised to quantify the Company's debt service costs. WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS.... PAGE 29 (PAGE 24 OF AMENDMENT NO. 1) 7. PLEASE DISCLOSE, IF TRUE, THAT YOUR MATERIAL CUSTOMERS ARE NOT OBLIGATED TO CONTINUE PURCHASING PRODUCTS FROM YOU IN THE FUTURE. In response to the Staff's comment, this risk factor, which appears on page 24 of Amendment No. 1, has been revised to disclose that our material customers are not obligated to continue purchasing products from the Company in the future. IN THE COURSE OF ASSESSING ITS INTERNAL CONTROL OVER FINANCIAL REPORTING..., PAGE 33 (PAGE 28 OF AMENDMENT NO. 1) 8. PLEASE ADDRESS ANY RISKS OF RELYING ON THE FINANCIAL STATEMENTS CONTAINED IN YOUR REGISTRATION STATEMENT DUE TO THE MATERIAL WEAKNESS IN YOUR INTERNAL CONTROL OVER FINANCIAL REPORTING. The Company believes that the financial statements contained in the Registration Statement are fairly stated and that investors can rely on the financial statements contained in the Registration Statement. In preparing its financial statements as of and for the year ended December 31, 2004, the Company performed additional analyses and other post-closing procedures pertaining to sales return estimates in light of the material weakness in internal control over financial reporting identified in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2004. KPMG LLP, our independent registered public accounting firm, have issued an unqualified audit report on the December 31, 2004 consolidated financial statements and their report contained a statement that they considered the material weakness in internal control over financial reporting in connection with their report. Furthermore, we have implemented controls that we believe have remediated the material weakness identified at December 31, 2004. The third and fourth paragraphs of the risk factor, which appear on pages 28-29 of Amendment No. 1, address this point. The third paragraph of this risk factor states that the material weakness identified by Revlon, Inc. did not result in a material misstatement of Revlon, Inc.'s or the Company's consolidated financial statements as of and for the Ms. Pamela A. Long October 19, 2005 Page 4 year ended December 31, 2004, for the interim periods within that year or in Revlon, Inc.'s or the Company's consolidated financial statements as of and for the three- and six-month periods ended June 30, 2005 and that the reports of KPMG LLP, Revlon, Inc.'s and the Company's independent registered public accounting firm, dated March 9, 2005 expressed an unqualified opinion on Revlon, Inc.'s and the Company's consolidated financial statements as of and for the year ended December 31, 2004. Further, the fourth paragraph of this risk factor states that the Company believes that the material weakness has been remediated. Because of these detailed disclosures in the third and fourth paragraphs of the risk factor, we respectfully believe additional disclosure is not necessary. MACANDREWS & FORBES HOLDINGS HAS THE POWER TO DIRECT..., PAGE 35 (PAGE 30 OF AMENDMENT NO. 1) 9. PLEASE REVISE THIS RISK FACTOR TO DISCLOSE THE ACTUAL RISK TO AN INVESTOR, NAMELY THE RISK THAT YOUR CONTROLLING SECURITY HOLDER COULD PREVENT OR FRUSTRATE ANY ATTEMPTS TO EFFECT A TRANSACTION THAT IS IN THE BEST INTERESTS OF MINORITY SECURITY HOLDERS. In response to the Staff's comment, this risk factor, which appears on page 30 of Amendment No. 1, has been revised. We do note, however, that the Company is a wholly-owned subsidiary which does not have minority security holders and this Registration Statement is registering debt, not equity, securities. SELECTED HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL DATA, PAGE 45 (PAGE 41 OF AMENDMENT NO. 1) 10. WE NOTE YOUR DISCLOSURE OF HISTORICAL DEPRECIATION AND AMORTIZATION FOR EACH PERIOD FOR WHICH YOU PRESENT A STATEMENT OF OPERATIONS. PLEASE RECONCILE FOR US THE AMOUNTS PRESENTED FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2005 WITH THE AMOUNTS REFLECTED ON YOUR UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS ON PAGE F-54. In response to the Staff's comment, we have revised our disclosure of the amounts of historical depreciation and amortization for the six months ended June 30, 2004 and 2005 on page 42 of Amendment No. 1 such that the disclosure is now consistent with the amounts presented on our unaudited consolidated statement of cash flows on page F-54 of Amendment No. 1. 11. WE NOTE THE PRO FORMA ADJUSTMENTS EXPLAINED IN YOUR FOOTNOTE (H). PLEASE PROVIDE US WITH A MORE DETAILED EXPLANATION OF HOW THE PRO FORMA 2004 REFINANCING TRANSACTIONS RESULT IN A DECREASE IN YOUR AMORTIZATION OF DEBT ISSUANCE COSTS FOR THE YEAR ENDED DECEMBER 31, 2004 WHEN COMPARED TO YOUR HISTORICAL RESULTS. IN THIS REGARD, WE NOTE THAT YOUR PRO FORMA FINANCIAL DATA PRESENTS THESE TRANSACTIONS AS THOUGH THEY HAD OCCURRED ON JANUARY 1, 2004. Ms. Pamela A. Long October 19, 2005 Page 5 The Pro Forma 2004 Refinancing Transactions, which were presented as though they had occurred on January 1, 2004, resulted in a net decrease in amortization of debt issuance costs when compared to our historical results as a result of the combined pro forma effect of the following: (i) the Revlon Exchange Transactions, which were a combination of debt-for-equity transactions through which the Company reduced debt by approximately $804 million (which resulted in a $0.3 million decrease in amortization of debt issuance costs), (ii) the refinancing of the Company's 2001 credit agreement with proceeds of borrowings under its 2004 credit agreement (which resulted in a $0.1 million increase in amortization of debt issuance costs) and (iii) the extinguishment of the Company's 12% Senior Secured Notes due 2012 (which resulted in a $1.9 million decrease in amortization of debt issuance costs). MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS..., PAGE 49 (PAGE 47 OF AMENDMENT NO. 1) DISCLOSURE ABOUT CONTRACTUAL OBLIGATIONS, PAGE 73 (PAGE 72 OF AMENDMENT NO. 1) 12. WE NOTE THE DISCLOSURE IN FOOTNOTE (D) OF THE TABLE. PLEASE REVISE TO QUANTIFY THE IMPACT OF THE CHANGES ON YOUR CONTRACTUAL OBLIGATIONS. SEE INSTRUCTION 7 TO ITEM 303(B) OF REGULATION S-K. In response to the Staff's comment, we have revised pages 72-73 of Amendment No. 1 to quantify the impact of the changes on the Company's contractual obligations. BUSINESS, PAGE 80 (PAGE 80 OF AMENDMENT NO. 1) PATENTS, TRADEMARKS AND PROPRIETARY TECHNOLOGY, PAGE 86 (PAGE 86 OF AMENDMENT NO. 1) 13. PLEASE DISCLOSE WHEN YOUR MATERIAL INTELLECTUAL PROPERTY RIGHTS WILL TERMINATE. The Patents, Trademarks and Proprietary Technology subsection of the "Business" section, which appears on page 86 of Amendment No. 1 has been revised in response to the Staff's comment. EXECUTIVE COMPENSATION, PAGE 91 (PAGE 91 OF AMENDMENT NO. 1) 14. PLEASE REVISE THE TABLE TO INCLUDE THE COMPENSATION INFORMATION FOR THE CEO AND THE FOUR MOST HIGHLY PAID EXECUTIVE OFFICERS OTHER THAN THE CHIEF EXECUTIVE OFFICER. The Company has provided on pages 91-96 of Amendment No. 1, compensation information as required by Item 402 of Regulation S-K for Jack L. Stahl (Chief Executive Officer), Thomas E. McGuire (Executive Vice President and Chief Financial Officer) and Douglas H. Greeff (former Executive Vice President--Strategic Finance). The Company respectfully submits that, as noted in footnote (a) to the Summary Compensation Table Ms. Pamela A. Long October 19, 2005 Page 6 on page 91 of Amendment No. 1, during 2004, these individuals were the Company's only executive officers within the meaning of Rule 3b-7 of the Exchange Act. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, PAGE 105 (PAGE 105 OF AMENDMENT NO. 1) 15. IT APPEARS THAT CURRENT MEMBERS OF MANAGEMENT HOLD STOCK OPTIONS THAT SHOULD BE REFLECTED IN THE BENEFICIAL OWNERSHIP TABLE. PLEASE ADVISE. The Registration Statement has been revised on pages 105-107 of Amendment No. 1 to provide, pursuant to Item 403(b) of Regulation S-K, information as to the equity securities of Revlon, Inc. (the registrant's parent) beneficially owned by the registrant's directors, named executive officers, and directors and executive officers of the registrant as a group. DESCRIPTION OF NOTES, PAGE 116 (PAGE 117 OF AMENDMENT NO. 1) 16. PLEASE REMOVE THE STATEMENT IN THE FIRST SENTENCE OF THE THIRD PARAGRAPH OF THIS SECTION THAT THE DESCRIPTION IS QUALIFIED BY REFERENCE TO THE INDENTURE AND NOTES, AS IT IS INCONSISTENT WITH RULE 411 OF REGULATION C. IN ADDITION, PLEASE CLARIFY THAT THE DESCRIPTION SUMMARIZES THE MATERIAL TERMS OF THE INDENTURE AND NOTES. In response to the Staff's comment, the relevant sentences in the third paragraph under "Description of Notes", which appear on page 117 of Amendment No. 1, have been revised. 17. PLEASE REVISE THE FOURTH SENTENCE OF THE THIRD PARAGRAPH OF THIS SECTION TO REMOVE THE IMPLICATION THAT INVESTORS DO NOT HAVE RIGHTS RELATING TO THE DESCRIPTION OF THE NOTES IN YOUR PROSPECTUS. In response to the Staff's comment, the relevant sentence in the third paragraph under "Description of Notes", which appears on page 117 of Amendment No. 1, has been revised. CERTAIN DEFINITIONS, PAGE 135 (PAGE 136 OF AMENDMENT NO. 1) 18. WE NOTE THAT "ISSUE DATE" IS DEFINED AS MARCH 16, 2005. PLEASE REVISE THIS SECTION SO THAT IT IS CONSISTENT WITH THE ISSUANCE OF NOTES CURRENTLY BEING REGISTERED. In response to the Staff's comment, on page 142 of Amendment No. 1 we have changed the defined term "Issue Date" to "Indenture Date" to avoid confusion. Ms. Pamela A. Long October 19, 2005 Page 7 THE EXCHANGE OFFER, PAGE 153 (PAGE 154 OF AMENDMENT NO. 1) 19. PLEASE APPLY THE COMMENTS ON THIS SECTION SET FORTH BELOW TO THE SECTION ENTITLED "SUMMARY OF THE EXCHANGE OFFER" AND TO EXHIBIT 99.1, AS APPROPRIATE. The comments to the "The Exchange Offer" section have been applied to the "Summary of the Exchange Offer" section and to Exhibit 99.1, as appropriate. TERMS OF THE EXCHANGE OFFER: PERIOD FOR TENDERING OLD NOTES, PAGE 154 (PAGE 155 OF AMENDMENT NO. 1) 20. WE NOTE THE DISCLOSURE IN THE LAST PARAGRAPH OF THIS SECTION. PLEASE ADVISE US AS TO HOW ORAL NOTICE OF ANY EXTENSION IS REASONABLY CALCULATED TO REACH REGISTERED HOLDERS OF THE OUTSTANDING NOTES OR OTHERWISE SATISFIES THE REQUIREMENTS OF RULE 14E-1(d). In response to the Staff's comment, we have revised the disclosure on page 155 of Amendment No. 1 to clarify that, in addition to any oral or written notice of extension given to holders of the Old Notes, the Company will issue a press release or other public announcement, as contemplated by Rule 14e-1(d), if the exchange offer is extended. 21. WE NOTE THAT YOU HAVE RESERVED THE RIGHT TO AMEND THE TERMS OF YOUR EXCHANGE OFFER. PLEASE REVISE TO INDICATE THAT, IN THE EVENT OF A MATERIAL CHANGE IN YOUR EXCHANGE OFFER, INCLUDING THE WAIVER OF A MATERIAL CONDITION, YOU WILL EXTEND YOUR EXCHANGE OFFER PERIOD IF NECESSARY SO THAT AT LEAST FIVE BUSINESS DAYS REMAIN IN YOUR EXCHANGE OFFER FOLLOWING NOTICE OF THE MATERIAL CHANGE. In response to the Staff's comment, the last paragraph of this section, which appears on page 155 of Amendment No. 1, and related disclosure throughout Amendment No. 1, has been revised to so indicate. PROCEDURE FOR TENDERING OLD NOTES, PAGE 154 (PAGE 155 OF AMENDMENT NO. 1) 22. WE NOTE THE DISCLOSURE IN THE THIRD PARAGRAPH THAT YOU HAVE RESERVED THE RIGHT TO WAIVE CONDITIONS TO THE EXCHANGE OFFER AFTER THE EXPIRATION DATE. PLEASE REVISE TO STATE THAT ALL OFFER CONDITIONS, EXCEPT THOSE RELATED TO THE RECEIPT OF GOVERNMENT REGULATORY APPROVALS NECESSARY TO CONSUMMATE THE OFFER, MUST BE SATISFIED OR WAIVED PRIOR TO THE EXPIRATION OF THE OFFER. In response to the Staff's comment, we have revised the disclosure on page 156 of Amendment No. 1, and have similarly revised page 10 of the Letter of Transmittal. Ms. Pamela A. Long October 19, 2005 Page 8 ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES, PAGE 156 (PAGE 157 OF AMENDMENT NO. 1) 23. WE NOTE THE DISCLOSURE IN THE FIRST SENTENCE OF THIS SECTION THAT YOU WILL ISSUE THE NEW NOTES PROMPTLY AFTER ACCEPTANCE OF THE OLD NOTES. RULE 14E-1(C) UNDER THE EXCHANGE ACT REQUIRES THAT YOU EXCHANGE THE NOTES "PROMPTLY" UPON EXPIRATION OR TERMINATION OF YOUR EXCHANGE OFFER. PLEASE REVISE HERE AND THROUGHOUT YOUR FILING ACCORDINGLY. In response to the Staff's comment, we have revised the disclosure on page 157 of Amendment No. 1. CONDITIONS TO THE EXCHANGE OFFER, PAGE 158 (PAGE 159 OF AMENDMENT NO. 1) 24. WE NOTE THAT ONE OF THE CONDITIONS TO YOUR EXCHANGE OFFER IS THAT YOUR EXCHANGE OFFER DOES NOT VIOLATE ANY APPLICABLE LAW OR APPLICABLE INTERPRETATION OF THE STAFF OF THE SEC. PLEASE CONFIRM YOUR UNDERSTANDING THAT "APPLICABLE LAW" AND SEC STAFF INTERPRETATIONS ARE NOT REGULATORY APPROVALS, AND THAT CONDITIONS RELATING TO THOSE ITEMS MUST BE SATISFIED OR WAIVED PRIOR TO THE EXPIRATION OF YOUR EXCHANGE OFFER. In response to the Staff's comment, we have revised page 159 of Amendment No. 1. FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2004 GENERAL 25. TO THE EXTENT APPLICABLE, PLEASE APPLY ALL COMMENTS ON YOUR FINANCIAL STATEMENTS TO THE FINANCIAL STATEMENTS OF REVLON, INC. AND REV HOLDINGS LLC. We acknowledge the Staff's comment and, if applicable, the Company will apply all comments on its financial statements to the financial statements of Revlon, Inc. and REV Holdings LLC in future filings. NOTE 1--SIGNIFICANT ACCOUNTING POLICIES--CASH AND CASH EQUIVALENTS, PAGE F-7 26. WE NOTE THAT YOU ARE REQUIRED TO MAINTAIN COMPENSATING BALANCES OF CASH TO SUPPORT CERTAIN OF YOUR SHORT-TERM BORROWINGS. WE ALSO NOTE THAT YOU REFER TO YOUR CASH EXCLUDING THESE COMPENSATING BALANCES AS "UNRESTRICTED" CASH, AND THAT YOUR DISCUSSION OF LIQUIDITY IN MD&A REFERS TO THESE COMPENSATING BALANCES AS "RESTRICTED" CASH. PLEASE TELL US HOW YOU DETERMINED THAT YOU DID NOT NEED TO SEPARATELY DISCLOSE THESE COMPENSATING BALANCES AS RESTRICTED CASH ON THE FACE OF YOUR BALANCE SHEET AND IN YOUR CASH FLOW STATEMENT. IF Ms. Pamela A. Long October 19, 2005 Page 9 APPROPRIATE, PLEASE REVISE YOUR FINANCIAL STATEMENTS ACCORDINGLY WITHIN YOUR FORM S-4 AND IN FUTURE FILINGS. The Company has considered FRR 203 and Rule 5-02.1 of Regulation S-X with respect to restrictions on cash. The Company's reference to "restricted cash" relates to a compensating balance arrangement that is required by Rule 5-02.1 of Regulation S-X to be described in the notes to the financial statements. Under the Company's compensating balancing arrangement, such funds are not legally restricted as to withdrawal. Accordingly, as required under FRR 203 and Rule 5-02.1 of Regulation S-X, the Company has made footnote disclosure of the determinable amounts at each year-end on pages F-7 and F-13 of Amendment No. 1. The Company disclosed the required information in footnote 1 ("Cash and Cash Equivalents") on page F-7 of Amendment No. 1. Therefore, the Company believes that it is in compliance with FRR 203 and Rule 5-02.1 of Regulation S-X and that no change to the financial statements included in the Registration Statement is necessary. In response to the Staff's comment, the Company has revised its disclosure under "Management's Discussion and Analysis of Financial Condition and Results of Operations-- Financial Condition, Liquidity and Capital Resources" on page 63 of Amendment No. 1 to refer to its "liquidity position, excluding cash held in compensating balance accounts" rather than referencing "restricted cash." In addition, the Company will revise footnote 1 to its Consolidated Financial Statements in the future to delete the word "unrestricted" so that, as applicable, the disclosure would read substantially as follows: "In accordance with borrowing arrangements with certain financial institutions, the Company is permitted to borrow against its cash balances. The cash available to the Company is the Company's gross cash position less amounts supporting borrowings under these compensating balance accounts. The cash balance and related borrowings are shown gross in the Company's Consolidated Balance Sheets. As of December 31, 2005 and 2004, the Company had $XX and $36.2, respectively, of cash supporting such short-term borrowings." EXHIBIT 5.01 27. THE LEGALITY OPINION MUST OPINE AS TO THE STATE LAW GOVERNING THE INDENTURE. WE NOTE THAT YOUR LEGALITY OPINION REFERENCES THE LAWS OF THE STATE OF NEW YORK, BUT ONLY TO THE EXTENT THAT COUNSEL DEEMS THEM "IN [ITS] EXPERIENCE, [TO BE] NORMALLY APPLICABLE TO TRANSACTIONS OF THE TYPE CONTEMPLATED BY THE EXCHANGE OFFER..." WE HAVE THE FOLLOWING COMMENTS: o PLEASE HAVE COUNSEL DELETE THE QUALIFICATION "IN OUR EXPERIENCE" AS IT IS TOO VAGUE AND INHERENTLY SUBJECTIVE. o PLEASE HAVE COUNSEL DELETE THE QUALIFICATION REGARDING LAWS THAT ARE NORMALLY APPLICABLE TO "TRANSACTIONS" AND INSTEAD ADDRESS THOSE LAWS APPLICABLE TO THE SECURITIES GOVERNED BY THE INDENTURE. IN THIS REGARD, WE NOTE THAT PARAGRAPH (B)(5) TO ITEM 601 OF REGULATION S-K REQUIRES AN OPINION OF COUNSEL AS TO THE LEGALITY OF THE SECURITIES BEING REGISTERED. 3 Ms. Pamela A. Long October 19, 2005 Page 10 In response to the Staff's comment and in addition to Exhibit 5.1, we have provided the opinion of Robert K. Kretzman, Executive Vice President, General Counsel, Chief Legal Officer and Secretary of the Company. EXHIBIT 25.1 28. PLEASE ADVISE US AS TO THE AUTHORITY YOU RELIED UPON TO INCLUDE THE DISCLAIMER SET FORTH UNDER THE HEADING "NOTE" ON PAGE 3. In response to the Staff's comment, the disclaimer under the heading "Note" on page 3 of the Form T-1 has been deleted. 29. WE NOTE THAT THE EXHIBITS INCORPORATED BY REFERENCE ARE NOT FILED AS EXHIBITS TO THE REFERENCED REGISTRATION STATEMENT, BUT RATHER ARE THEMSELVES INCORPORATED BY REFERENCE TO A PREVIOUSLY FILED REGISTRATION STATEMENT. YOU MAY NOT INCORPORATE DOCUMENTS BY REFERENCE THAT ARE THEMSELVES INCORPORATED BY REFERENCE. PLEASE REVISE ACCORDINGLY. We respectfully note that the exhibits to the Form T-1 are filed as exhibits to Amendment No. 1 to the referenced registration statement, which was filed with the Commission on July 27, 2005. In response to the Staff's comment, page 2 of Exhibit 25.1 has been revised to refer specifically to that filing of the referenced registration statement. EXHIBIT 99.1 30. PLEASE DELETE THE LANGUAGE IN THE LETTER OF TRANSMITTAL REQUIRING THE NOTE HOLDER TO ACKNOWLEDGE OR CERTIFY THAT HE/SHE HAS "REVIEWED" THE PROSPECTUS. In response to the Staff's comment, we have revised page 1 of the Letter of Transmittal accordingly. * * * * Ms. Pamela A. Long October 19, 2005 Page 11 If you have any questions regarding the responses to the comments of the Staff, or require additional information, please contact the undersigned at (212) 735-3497. Very truly yours, /s/ Stacy J. Kanter Stacy J. Kanter cc: Mr. Robert K. Kretzman, Revlon, Inc.
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S-4/A Filing
Revlon Consumer Products (RCPC) S-4/ARegistration of securities issued in business combination transactions (amended)
Filed: 19 Oct 05, 12:00am