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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February 5, 2003 (February 5, 2003)
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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
Incorporation) No.)
625 Madison Avenue
New York, New York 10022
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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 5. Other Events and Regulation FD Disclosure
Investment by MacAndrews & Forbes
On February 5, 2003, Revlon, Inc. ("Revlon") announced that its Board
of Directors, following the recommendations of a special committee of the Board,
approved the previously announced proposal from MacAndrews and Forbes Holdings
Inc. ("MacAndrews & Forbes"), a corporation wholly owned by Ronald O. Perelman,
to provide Revlon and its subsidiaries with up to $150 million in cash to help
fund Revlon's growth plan. A copy of the press release is attached as Exhibit
99.1 to this report.
On February 5, 2003, Revlon and Revlon Consumer Products Corporation,
its wholly-owned subsidiary ("Products Corporation"), entered into an Investment
Agreement with MacAndrews & Forbes that provides, among the things, for the
investment by MacAndrews & Forbes in the form of (i) a $100 million senior
unsecured multiple draw term loan to Products Corporation, (ii) a $50 million
advance to Revlon if needed prior to completion of a proposed rights offering to
be undertaken by Revlon through an investment in shares of a newly-issued class
of non-voting, non-dividend paying, non-convertible Series C preferred stock of
Revlon that would be redeemed upon consummation of the rights offering, (iii) a
senior unsecured supplemental line of credit which provides Products Corporation
with up to $40 million in revolving loan commitment during 2003, increasing to
up to $65 million during 2004, and (iv) a commitment to participate on a
pro-rata basis with other Revlon common stockholders in the rights offering. A
copy of the Investment Agreement is attached as Exhibit 2.1 to this report.
In connection with the announcements described above, on February 5,
2003, Products Corporation entered into the Senior Unsecured Multiple-Draw Term
Loan Agreement and a Senior Unsecured Supplemental Line of Credit Agreement with
MacAndrews & Forbes, both of which are described further below.
Pursuant to the Senior Unsecured Multiple-Draw Term Loan Agreement,
MacAndrews & Forbes will provide to Products Corporation a $100 million senior
unsecured multiple-draw term loan with a final maturity date of December 1, 2005
and interest at 12.0%, not payable in cash, but added to the principal quarterly
and to be paid in full at final maturity.
Pursuant to the Senior Unsecured Supplemental Line of Credit Agreement,
MacAndrews & Forbes will provide to Products Corporation up to $40 million in
outstanding principal amount of revolving loans during 2003, which commitment
increases to $65 million during 2004, with a final maturity date of December 31,
2004, if Products Corporation is fully drawn under its $100 million senior
unsecured multiple-draw term loan and MacAndrews & Forbes has purchased an
aggregate of $50 million of the Series C preferred stock of Revlon (or if Revlon
has consummated its rights offering and redeemed all the outstanding shares of
Series C preferred stock). Each loan shall bear interest on the unpaid principal
amount thereof at a rate per annum from time to time
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equal to lesser of (i) 12.0% and (ii) the rate that is 0.25% less than the rate
payable from time to time on Eurodollar Loans under the Second Amended and
Restated Credit Agreement, dated as of November 30, 2001, among Products
Corporation, its subsidiaries parties thereto, and the lenders syndicate party
thereto.
Pursuant to an Investment Agreement entered into between Revlon,
Products Corporation and MacAndrews & Forbes, if, prior to the proposed rights
offering of Revlon, Products Corporation has fully drawn the $100 million senior
unsecured multiple-draw term loan and needs additional capital, MacAndrews &
Forbes has agreed to purchase up to an aggregate of $50 million of a
newly-issued class of non-voting, non- dividend paying, non-convertible Series C
Preferred Stock of Revlon which would be redeemed with the proceeds of the
rights offering. The proceeds from any such purchase would be contributed by
Revlon to Products Corporation.
Copies of the Senior Unsecured Multiple-Draw Term Loan Agreement, the
Investment Agreement and the Senior Unsecured Supplemental Line of Credit
Agreement are attached as Exhibits 10.17, 2.1 and 10.18, respectively, to this
report.
Amendment to Existing Credit Agreement
On February 5, 2003, Products Corporation also entered into an
amendment of its existing credit agreement. The amendments included, among other
things, the elimination of the minimum cumulative EBITDA and leverage ratio
covenants for the first three quarters of 2003, a waiver of compliance with such
covenants for the fourth quarter of 2003 expiring on January 31, 2004, an
increase of 0.5% in applicable margins, the substitution of a minimum liquidity
covenant for 2003 through January 31, 2004 and certain other amendments to allow
for the investments by MacAndrews & Forbes described above and the Revlon, Inc.
rights offering. The amendments also provide for a waiver of the financial
covenants, including the minimum cumulative EBITDA and leverage ratio covenants,
for the four quarters ended December 31, 2002.
A copy of the Second Amendment and First Waiver Agreement is attached
as Exhibit 10.19 to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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Exhibit 2.1 Investment Agreement, dated as of February
5, 2003, among Revlon, Inc., Revlon Consumer
Products Corporation and MacAndrews & Forbes
Holdings Inc.
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Exhibit 10.17 Senior Unsecured Multiple-Draw Term Loan
Agreement, dated as of February 5, 2003,
between MacAndrews & Forbes Holdings Inc.
and Revlon Consumer Products Corporation.
Exhibit 10.18 Senior Unsecured Supplemental Line of Credit
Agreement, dated as of February 5, 2003,
between MacAndrews & Forbes Holdings Inc.
and Revlon Consumer Products Corporation.
Exhibit 10.19 Second Amendment and First Waiver Agreement,
dated as of February 5, 2003, among Revlon
Consumer Products Corporation, its
subsidiaries parties thereto, the lenders
parties thereto, Citibank, N.A., as
documentation agent, J.P. Morgan Securities
Inc., as arranger, and JPMorgan Chase Bank,
as administrative agent.
Exhibit 99.1 Revlon, Inc. Press Release dated February 5,
2003. (incorporated by reference to
Exhibit 99.1 of the Current Report on
Form 8-K of Revlon, Inc. filed with the
Securities and Exchange Commission on
February 5, 2003).
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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
Senior Vice President, General
Counsel and Secretary
Date: February 5, 2003
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 2.1 Investment Agreement, dated as of February
5, 2003, among Revlon, Inc., Revlon Consumer
Products Corporation and MacAndrews & Forbes
Holdings Inc.
Exhibit 10.17 Senior Unsecured Multiple-Draw Term Loan
Agreement, dated as of February 5, 2003,
between MacAndrews & Forbes Holdings Inc.
and Revlon Consumer Products Corporation.
Exhibit 10.18 Senior Unsecured Supplemental Line of Credit
Agreement, dated as of February 5, 2003,
between MacAndrews & Forbes Holdings Inc.
and Revlon Consumer Products Corporation.
Exhibit 10.19 Second Amendment and First Waiver Agreement,
dated as of February 5, 2003, among Revlon
Consumer Products Corporation, its
subsidiaries parties thereto, the lenders
parties thereto, Citibank, N.A., as
documentation agent, J.P. Morgan Securities
Inc., as arranger, and JPMorgan Chase Bank,
as administrative agent.
Exhibit 99.1 Revlon, Inc. Press Release dated February 5,
2003. (incorporated by reference to
Exhibit 99.1 of the Current Report on
Form 8-K of Revlon, Inc. filed with the
Securities and Exchange Commission on
February 5, 2003).
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