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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July 13, 2004 (July 9, 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 July 9, 2004, Revlon, Inc. ("Revlon") and Revlon Consumer Products
Corporation ("RCPC"), a wholly owned subsidiary of Revlon (together, the
"Company"), issued a joint press release announcing RCPC's new $960 million
credit facility from Citicorp USA, Inc. and Citigroup Global Markets Inc.
(together, "Citigroup") and a syndicate of lenders on terms substantially
similar to those previously announced (the "Credit Agreement"). Copies of the
Credit Agreement and the related Pledge and Security Agreement and
Intercreditor and Collateral Agency Agreement are attached hereto as Exhibits
4.34 through 4.36, respectively, and are incorporated by reference herein.
The Company also announced the successful tender offer for RCPC's 12% Senior
Secured Notes due 2005 (the "12% Notes"), with approximately 82% of the total
outstanding principal amount of the 12% Notes, representing approximately $298
million aggregate principal amount of the 12% Notes, validly tendered through
5:00 p.m. EDT on July 8, 2004.
The Company indicated that, upon purchasing the 12% Notes on July 9, 2004,
RCPC's previously-announced supplemental indenture became operative.
Accordingly, substantially all of the restrictive covenants contained in the
indenture governing the 12% Notes have been eliminated and the guarantees of
RCPC's obligations, and the collateral securing the obligations of RCPC and
the guarantors under the indenture, have been released. A copy of the
supplemental indenture is attached hereto as Exhibit 4.37 and is incorporated
by reference herein.
As previously announced, the tender offer will expire at 5:00 p.m. EDT on July
21, 2004, unless extended. RCPC currently expects to have a final settlement
promptly thereafter for any 12% Notes tendered on or after the July 9, 2004
initial settlement date.
The above transactions and related matters are further described in the press
release dated July 9, 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
4.34 Credit Agreement, dated as of July 9, 2004, among
Revlon Consumer Products Corporation and certain
local borrowing subsidiaries, as borrowers, the
lenders and issuing lenders party thereto, Citicorp
USA, Inc., as term loan administrative agent,
Citicorp USA, Inc. as multi-currency administrative
agent, Citicorp USA, Inc., as collateral agent, UBS
Securities LLC, as syndication agent and Citigroup
Global Markets Inc., as sole lead arranger and sole
bookrunner.
4.35 Pledge and Security Agreement, dated as of
July 9, 2004, among Revlon, Inc., Revlon
Consumer Products Corporation and the
additional grantors party thereto, in favor
of Citicorp USA, Inc., as collateral agent
for the secured parties.
4.36 Intercreditor and Collateral Agency Agreement, dated
as of July 9, 2004, among Citicorp USA, Inc. as
administrative agent for the multi-currency lenders
and issuing lenders, Citicorp USA, Inc., as
administrative agent for the term loan lenders,
Citicorp USA, Inc., as collateral agent for the
secured parties, Revlon, Inc., Revlon Consumer
Products Corporation and each other loan party.
4.37 First Supplemental Indenture, dated as of
July 6, 2004, between Revlon Consumer
Products Corporation, the guarantors party
thereto, and Wilmington Trust Company, as
trustee, relating to Revlon Consumer Products
Corporation's 12% Senior Secured Notes due 2005.
99.1 Press Release, dated July 9, 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 July 13, 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: July 13, 2004
EXHIBIT INDEX
Exhibit No. Description
4.34 Credit Agreement, dated as of July 9, 2004, among
Revlon Consumer Products Corporation and certain
local borrowing subsidiaries, as borrowers, the
lenders and issuing lenders party thereto, Citicorp
USA, Inc., as term loan administrative agent,
Citicorp USA, Inc. as multi-currency administrative
agent, Citicorp USA, Inc., as collateral agent, UBS
Securities LLC, as syndication agent and Citigroup
Global Markets Inc., as sole lead arranger and sole
bookrunner.
4.35 Pledge and Security Agreement, dated as of July 9,
2004, among Revlon, Inc., Revlon Consumer Products
Corporation and the additional grantors party
thereto, in favor of Citicorp USA, Inc., as
collateral agent for the secured parties.
4.36 Intercreditor and Collateral Agency Agreement, dated
as of July 9, 2004, among Citicorp USA, Inc. as
administative agent for the multi-currency lenders
and issuing lenders, Citicorp USA, Inc., as
administrative agent for the term loan lenders,
Citicorp USA, Inc., as collateral agent for the
secured parties, Revlon, Inc., Revlon Consumer
Products Corporation and each other loan party.
4.37 First Supplemental Indenture, dated as of July 6,
2004, between Revlon Consumer Products Corporation,
the guarantors party thereto, and Wilmington Trust
Company, as trustee, relating to Revlon Consumer
Products Corporation's 12% Senior Secured Notes due
2005.
99.1 Press Release, dated July 9, 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 July 13, 2004).