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 30, 2004 (April 29, 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 5. Other Events and Regulation FD Disclosure
On April 30, 2004, Revlon, Inc. ("Revlon") issued a press release
announcing that approximately 97% of the total issued and outstanding principal
amount of 12% Senior Secured Notes due 2005 (the "Notes") issued by Revlon
Consumer Products Corporation ("RCPC"), a wholly owned subsidiary of Revlon,
have been validly tendered in connection with RCPC's tender offer and consent
solicitation commenced on April 16, 2004. The amount of Notes tendered
represents a sufficient number of consents to certain amendments to the
indenture governing the Notes. RCPC, the guarantors of RCPC's obligations under
the Notes, and the trustee for the Notes have executed a supplemental indenture
which will become operative upon the consummation of RCPC's offer to purchase
the Notes. The supplemental indenture is attached hereto as Exhibit 4.33 and
incorporated by reference herein.
The above events and related matters are further described in the press
release dated April 30, 2004, a copy of which is attached hereto as Exhibit 99.1
and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibit No. Description
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4.33 First Supplemental Indenture, dated as of April 29,
2004, between Revlon Consumer Products Corporation, the
Guarantors, and Wilmington Trust Company, as Trustee,
relating to Revlon Consumer Products Corporation's 12%
Senior Secured Notes due 2005.
99.1 Press Release, dated April 30, 2004 (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 April 30, 2004).
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 30, 2004
EXHIBIT INDEX
Exhibit No. Description
4.33 First Supplemental Indenture, dated as of April 29,
2004, between Revlon Consumer Products Corporation, the
Guarantors, and Wilmington Trust Company, as Trustee,
relating to Revlon Consumer Products Corporation's 12%
Senior Secured Notes due 2005.
99.1 Press Release, dated April 30, 2004 (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 April 30, 2004).