SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
X AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ____________
Commission File Number 33-59650
REVLON CONSUMER PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3662953
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 527-4000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act of 1934). Yes No X
--- ---
The number of shares outstanding of the registrant's common stock was
1,000 shares as of September 30, 2002, all of which were held by an affiliate,
Revlon, Inc., an indirect majority-owned subsidiary of Mafco Holdings Inc.
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EXPLANATORY NOTE
This Amendment No. 1 amends the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2002 by amending and restating Item 4
in its entirety to incorporate a small number of technical changes.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer (who
are its principal executive officer and principal financial officer,
respectively) have within 90 days prior to the filing date of this report (the
"Evaluation Date"), evaluated the effectiveness of the Company's disclosure
controls and procedures (as defined in Exchange Act Rule 13a-14(c) and
15d-14(c)). Based upon such evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that such disclosure controls and procedures
are effective to ensure that information required to be disclosed by the Company
in the reports filed or submitted by it under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and that such information is
accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding disclosure. The Company's Chief Executive Officer and Chief Financial
Officer have determined that there were no significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the Evaluation Date.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
99.1 Certification of Jack L. Stahl, Chief Executive Officer, dated April 25,
2003, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
99.2 Certification of Douglas H. Greeff, Chief Financial Officer, dated April
25, 2003, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
REVLON CONSUMER PRODUCTS CORPORATION
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Registrant
By: /s/ Douglas H. Greeff By: /s/ Laurence Winoker
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Douglas H. Greeff Laurence Winoker
Executive Vice President Senior Vice President,
and Chief Financial Officer Corporate Controller and
Treasurer
Dated: April 25, 2003
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Certification of Jack L Stahl, Chief Executive Officer, dated April 25, 2003,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certification of Douglas H. Greeff, Chief Financial Officer, dated April 25, 2003,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
I, Jack J. Stahl, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Revlon Consumer Products Corporation (the "Registrant"),
as amended by Amendment No. 1 to the quarterly report;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly
report, fairly present in all material respects the
financial condition, results of operations and cash flows
of the Registrant as of, and for, the periods presented
in this quarterly report;
4. The Registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the Registrant and have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the
Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
b) Evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The Registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing
the equivalent function):
a) All significant deficiencies in the design or
operation of internal controls which could adversely
affect the Registrant's ability to record, process,
summarize and report financial data
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and have identified for the Registrant's auditors
any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the Registrant's internal controls; and
6. The Registrant's other certifying officer and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: April 25, 2003 /s/ Jack L. Stahl
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Name: Jack L. Stahl
Title: Chief Executive Officer
of Revlon Consumer Products
Corporation
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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
I, Douglas H. Greeff, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Revlon Consumer Products Corporation (the "Registrant"),
as amended by Amendment No. 1 to the quarterly report;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly
report, fairly present in all material respects the
financial condition, results of operations and cash flows
of the Registrant as of, and for, the periods presented
in this quarterly report;
4. The Registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the Registrant and have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the
Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
b) Evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The Registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing
the equivalent function):
a) All significant deficiencies in the design or
operation of internal controls which could adversely
affect the Registrant's ability to record, process,
summarize and report financial data
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and have identified for the Registrant's auditors
any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the Registrant's internal controls; and
6. The Registrant's other certifying officer and I have
indicated in this quarterly report whether or not
there were significant changes in internal controls
or in other factors that could significantly affect
internal controls subsequent to the date of our most
recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
Date: April 25, 2003 /s/ Douglas H. Greeff
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Name: Douglas H.Greeff
Title: Chief Financial
Officer of Revlon Consumer
Products Corporation
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