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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April 19, 2004 (April 19, 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
Incorporation) No.)
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. OTHER EVENTS AND REGULATION FD DISCLOSURE
On April 19, 2004, Revlon, Inc. ("Revlon") issued a press release
announcing the commencement by Revlon Consumer Products Corporation ("RCPC"), a
wholly owned subsidiary of Revlon, of cash tender offers (the "Tender Offers")
to purchase any and all of RCPC's outstanding (i) $363,000,000 aggregate
principal amount of 12% Senior Secured Notes due 2005 (the "12% Senior Secured
Notes"), (ii) $116,218,000 aggregate principal amount of 8 1/8% Senior Notes due
2006 (the "8 1/8% Senior Notes") and (iii) $75,535,000 aggregate principal
amount of 9% Senior Notes due 2006 (the "9% Senior Notes") pursuant to Offers to
Purchase dated April 16, 2004 (the "Offers to Purchase"). In connection with the
Tender Offer to purchase the 12% Senior Secured Notes, RCPC is soliciting
consents from the holders of such notes for certain proposed amendments which
would eliminate substantially all of the restrictive covenants contained in the
indenture governing such notes and release the guarantees of RCPC's obligations,
and the collateral securing the obligations of RCPC and the guarantors, under
such indenture. The Offers to Purchase and certain ancillary documents related
thereto are attached hereto as Exhibits 99.1 to 99.4.
Revlon also announced that in connection with the Tender Offers, RCPC
expects to enter into a new credit facility for an aggregate principal amount of
approximately $680 million, which will replace its existing credit facility.
Revlon also indicated that RCPC expects to issue approximately $400 million
aggregate principal amount of new senior unsecured debt. Revlon also announced
that RCPC intends to redeem any 8 1/8% Senior Notes, 9% Senior Notes and 12%
Senior Secured Notes outstanding following consummation of the tender offers at
the redemption prices set forth in the applicable indenture.
The Tender Offers will expire 3:00 p.m., New York City, time, on May
14, 2004, unless extended or earlier terminated by RCPC.
The above transactions and related matters are further described in the
press release dated April 19, 2004, a copy of which is attached hereto as
Exhibit 99.5 and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit No. Description
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99.1 8 1/8% Senior Notes due 2006 and 9% Senior Notes due 2006
Offer to Purchase dated April 16, 2004.
99.2 8 1/8% Senior Notes due 2006 and 9% Senior Notes due 2006
Letter of Transmittal.
99.3 12% Senior Secured Notes due 2005 Offer to Purchase dated
April 16, 2004.
99.4 12% Senior Secured Notes due 2005 Letter of Transmittal.
99.5 Press Release, dated April 19, 2004 (incorporated by
reference to Exhibit 99.5 of the Current Report on Form
8-K of Revlon, Inc. filed with the Securities and
Exchange Commission on April 19, 2004).
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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: April 19, 2004
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EXHIBIT INDEX
Exhibit No. Description
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99.1 8 1/8% Senior Notes due 2006 and 9% Senior Notes due 2006
Offer to Purchase dated April 16, 2004.
99.2 8 1/8% Senior Notes due 2006 and 9% Senior Notes due 2006
Letter of Transmittal.
99.3 12% Senior Secured Notes due 2005 Offer to Purchase dated
April 16, 2004.
99.4 12% Senior Secured Notes due 2005 Letter of Transmittal.
99.5 Press Release, dated April 19, 2004 (incorporated by
reference to Exhibit 99.5 of the Current Report on Form
8-K of Revlon, Inc. filed with the Securities and
Exchange Commission on April 19, 2004).
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