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 23, 2004 (July 22, 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 No.)
Incorporation)
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. Regulation FD Disclosure.
On July 22, 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, in connection with the
Company's previously announced debt refinancing, the consummation of the
Company's tender offer for any and all of RCPC's 12% Senior Secured Notes due
2005 (the "12% Notes"), which expired at 5:00 pm on July 21, 2004. The Company
indicated that a total of approximately $299 million aggregate principal amount
of the 12% Notes were repurchased in connection with the tender offer,
including RCPC's repurchase on July 22, 2004 of approximately $0.4 million
aggregate principal amount of the 12% Notes, the amount of such notes tendered
following the July 9, 2004 initial settlement through expiration of the tender
offer.
In connection with the expiration of the tender offer, the Company
also announced that on August 23, 2004, RCPC will redeem all of the $64.5
million aggregate principal amount of its 12% Notes (CUSIP No. 761519AT4) that
remain outstanding following the July 21, 2004 expiration of the tender offer
at a redemption price calculated in accordance with the indenture governing the
12% Notes and as set forth in the notice of redemption dated July 22, 2004, a
copy of which is attached hereto as Exhibit 99.2 and incorporated by reference
herein.
The above transactions and related matters are further described in
the press release dated July 22, 2004, a copy of which is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
In accordance with general instruction B.2 of Form 8-K, the information
in this report, including the exhibits, is furnished pursuant to Item 9 and
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liability of that section.
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 23, 2004
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated July 22, 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 23, 2004)
99.2 Notice of Redemption dated July 22, 2004.