UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 4, 2007
(Date of Earliest Event Reported): (December 4, 2007)
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Revlon Consumer Products Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware 33-59650 13-3662953
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of Incorporation)
237 Park Avenue 10017
New York, New York
(Address of Principal Executive (Zip Code)
Offices)
(212) 527-4000
(Registrant's telephone number, including area code)
None
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01. Regulation FD Disclosure.
On December 4, 2007, Revlon, Inc. ("Revlon"), the parent company of Revlon
Consumer Products Corporation ("RCPC"), issued a press release announcing that
MacAndrews & Forbes Holdings Inc. (together with its affiliates, "MacAndrews &
Forbes"), Revlon's majority stockholder, which is wholly-owned by Ronald O.
Perelman, has agreed to provide RCPC with a $170 million Senior Subordinated
Term Loan.
RCPC will use the proceeds of the $170 million Senior Subordinated Term Loan to
repay in full the $167.4 million remaining aggregate principal amount of RCPC's
8 5/8% Senior Subordinated Notes, which mature on February 1, 2008, and to pay
fees and expenses incurred in connection with such transaction.
RCPC expects to close and fund the $170 million Senior Subordinated Term Loan on
February 1, 2008.
MacAndrews & Forbes beneficially owns approximately 57% of Revlon's outstanding
Class A common stock, 100% of Revlon's Class B common stock and 60% of Revlon's
combined outstanding shares of Class A and Class B common stock, which together
represent approximately 74% of the combined voting power of such shares.
A copy of the Press Release is attached to this Form 8-K as Exhibit 99.1 and is
incorporated by reference into this Item 7.01. In accordance with General
Instruction B.2 to the Form 8-K, the information under this Item 7.01 and the
Press Release shall be deemed to be "furnished" to the Securities and Exchange
Commission (the "SEC") and not be deemed to be "filed" with the SEC for purposes
of Section 18 of the Exchange Act or otherwise subject to the liabilities of
that section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release, dated December 4, 2007 (incorporated by
reference to Exhibit 99.1 to the Current Report on Form
8-K of Revlon, Inc. furnished to the SEC on December 4, 2007).
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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,
Chief Legal Officer and General Counsel
Date: December 4, 2007
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated December 4, 2007 (incorporated by
reference to Exhibit 99.1 to the Current Report on Form
8-K of Revlon, Inc. furnished to the SEC on December 4, 2007).