8-K

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

Date of Report: August 7, 2008

(Date of earliest event reported: July 28, 2008)

Revlon Consumer Products Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	33-59650	13-3662953
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

237 Park Avenue New York, New York	10017
(Address of Principal Executive Offices)	(Zip Code)

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Explanatory Note

Revlon, Inc. (“Revlon” and together with its subsidiaries, including Revlon Consumer Products Corporation, the “Company”) previously reported in Part II, Item 5, Other Information, contained in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, which was filed with the SEC on July 31, 2008, that on July 28, 2008 the Company consummated the sale of its non-core Bozzano brand, a leading men’s hair care and shaving line of products, and certain other non-core brands, including Juvena and Aquamarine, which are sold only in the Brazilian market. The transaction was effected through the sale of the Company’s indirect Brazilian subsidiary, Ceil Comércio E Distribuidora Ltda. (“Ceil”) to Hypermarcas S.A., a Brazilian publicly-traded, consumer products corporation. The purchase price was approximately $104 million in cash plus approximately $3 million in cash on Ceil’s balance sheet. Net proceeds, after the payment of taxes and transaction costs, are expected to be approximately $94 million.

This Form 8-K is being filed with the SEC to provide the unaudited pro forma condensed financial information related to such transaction, as required by Item 9.01(b) of Form 8-K.

Forward-Looking Statements

Statements and other information included in this Form 8-K, which are not historical facts, including statements about the Company’s plans, strategies, beliefs and expectations, as well as certain estimates and assumptions used by the Company’s management, may contain forward-looking statements and are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statement, whether to reflect actual results of operations; changes in financial condition; changes in general economic, industry or cosmetics category conditions; changes in estimates, expectations or assumptions; or other circumstances or events arising after the filing of this Form 8-K. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate estimates and assumptions, including the estimates and assumptions used by the Company in preparing the pro forma financial information included in this Form 8-K, that could cause actual results to differ materially from those expected or implied by the forward-looking statements or the estimates and assumptions used. Such forward-looking statements include, without limitation, the Company’s estimates of the net proceeds and one-time gain from the July 2008 sale of Ceil. Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in our filings with the SEC, including, without limitation, our 2007 Annual Report on Form 10-K filed with the SEC in March 2008 and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we will file with the SEC during 2008 (which may be viewed on the SEC’s website at http://www.sec.gov or on our website at http://www.revloninc.com), as well as reasons including less than anticipated net proceeds from the sale of Ceil and/or changes in the one-time gain from such sale. Factors other than those listed above could also cause the Company’s results to differ materially from expected results. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, the Company’s websites or other websites referenced herein shall not be incorporated by reference into this Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2008 and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2007 and the six-months ended June 30, 2008 are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

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(d)       Exhibits

Exhibit No.	Description
99.1	Unaudiated pro forma condensed consolidated balance sheet as of June 30, 2008 and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2007 and the six months ended June 30, 2008.

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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

Robert K. Kretzman

Executive Vice President, Human Resources, Chief Legal
Officer, General Counsel and Secretary

Date: August 7, 2008

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudiated pro forma condensed consolidated balance sheet as of June 30, 2008 and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2007 and six months ended June 30, 2008.

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EX-99.1

Exhibit 99.1

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Overview

On July 28, 2008, Revlon, Inc. (“Revlon” and together with its subsidiaries, including Revlon Consumer Products Corporation, the “Company”) consummated the sale of the Company’s non-core Bozzano brand, a leading men’s hair care and shaving line of products, and certain other non-core brands, including Juvena and Aquamarine, which are sold only in the Brazilian market. The transaction was effected through the sale of the Company’s indirect Brazilian subsidiary, Ceil Comércio E Distribuidora Ltda. (“Ceil”) to Hypermarcas S.A., a Brazilian publicly-traded, consumer products corporation. The purchase price was approximately $104 million in cash plus approximately $3 million in cash on Ceil’s balance sheet. Net proceeds, after the payment of taxes and transaction costs, are expected to be approximately $94 million.

The Company is currently evaluating the most appropriate use of the net proceeds from this transaction. In the Company’s results for the third quarter of 2008, the Company expects to record a one-time gain from this transaction of approximately $50 million. Revlon brand color cosmetics will continue to be marketed in Brazil through the Company’s current third party distributor.

The adjustments reflected in the unaudited pro forma condensed consolidated financial statements are based on currently available information and certain estimates and assumptions. Actual results may differ from the pro forma adjustments and from the estimates and assumptions used. The Company’s management believes that the estimates and assumptions used provide a reasonable basis for presenting the effects of the sale of the Company’s Ceil subsidiary. The Company’s management also believes that the pro forma adjustments give appropriate effect to these estimates and assumptions and are applied in conformity with U.S. generally accepted accounting principles.

The pro forma adjustments made in connection with the development of the pro forma information are preliminary and have been made solely for the purpose of developing such pro forma information necessary to comply with disclosure requirements and are not necessarily indicative of the results of continuing operations that would have occurred if the disposition had been consummated on January 1, 2007, nor are they necessarily indicative of the Company’s future results of operations.

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions)

	As Reported			Pro Forma				Pro Forma
	June 30, 2008			Adjustments				June 30, 2008
	(Unaudited)							(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	31	.2	$	93	.7	(b)	$	124	.9
Trade receivables, less allowance for doubtful accounts		192	.7		(5	.5)	(a)		187	.2
Inventories		182	.9		(3	.5)	(a)		179	.4
Prepaid expenses and other		90	.4		(8	.0)	(c)		82	.4
Total current assets		497	.2		76	.7	(a)		573	.9
Property, plant and equipment, net		113	.9		(0	.9)	(a)		113	.0
Other assets		110	.9		(0	.1)	(a)		110	.8
Goodwill, net		186	.4		(3	.5)	(d)		182	.9
Total assets	$	908	.4	$	72	.2		$	980	.6
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Current liabilities:
Short-term borrowings	$	2	.7	$	-			$	2	.7
Current portion of long-term debt		8	.7		-				8	.7
Accounts payable		103	.4		(4	.1)	(a)		99	.3
Accrued expenses and other		247	.9		(9	.1)	(a)		238	.8
Total current liabilities		362	.7		(13	.2)	(a)		349	.5
Long-term debt		1,221	.6		-				1,221	.6
Long-term debt - affiliates		170	.0		-				170	.0
Long-term pension and other post-retirement plan liabilities		110	.2		-				110	.2
Other long-term liabilities		82	.2		-				82	.2
Total stockholder’s deficiency		(1,038	.3)		85	.4	(e)		(952	.9)
Total liabilities and stockholder’s deficiency	$	908	.4	$	72	.2		$	980	.6

See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions)

	Year Ended December 31, 2007
				Pro Forma
	As Reported			Adjustments			Pro Forma
				(a)			(Unaudited)
Net sales	$	1,400	.1	$	(33	.0)	$	1,367	.1
Cost of sales		522	.9		(17	.1)		505	.8
Gross profit		877	.2		(15	.9)		861	.3
Selling, general and administrative expenses		741	.9		(12	.7)		729	.2
Restructuring costs and other, net		7	.3		-			7	.3
Operating income		128	.0		(3	.2)		124	.8
Other expenses (income):
Interest expense		136	.3		-			136	.3
Interest income		(2	.0)		-			(2	.0)
Amortization of debt issuance costs		3	.3		-			3	.3
Foreign currency gains, net		(6	.8)		2	.1		(4	.7)
Miscellaneous, net		(1	.7)		-			(1	.7)
Other expenses, net		129	.1		2	.1		131	.2
Loss before income taxes		(1	.1)		(5	.3)		(6	.4)
Provision for income taxes		7	.9		(1	.4)		6	.5
Net loss	$	(9	.0)	$	(3	.9)	$	(12	.9)

See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions)

	Six Months Ended June 30, 2008
				Pro Forma
	As Reported			Adjustments			Pro Forma
	(Unaudited)			(a)			(Unaudited)
Net sales	$	696	.8	$	(18	.6)	$	678	.2
Cost of sales		247	.4		(9	.8)		237	.6
Gross profit		449	.4		(8	.8)		440	.6
Selling, general and administrative expenses		365	.2		(7	.5)		357	.7
Restructuring costs and other, net		(11	.6)		-			(11	.6)
Operating income		95	.8		(1	.3)		94	.5
Other expenses (income):
Interest expense		62	.9		-			62	.9
Interest income		(0	.5)		-			(0	.5)
Amortization of debt issuance costs		2	.8		-			2	.8
Foreign currency gains, net		(5	.6)		1	.2		(4	.4)
Miscellaneous, net		-			-			-
Other expenses, net		59	.6		1	.2		60	.8
Income before income taxes		36	.2		(2	.5)		33	.7
Provision for income taxes		14	.9		(0	.4)		14	.5
Net income	$	21	.3	$	(2	.1)	$	19	.2

See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

(all tabular amounts in millions)

1.    Basis of Presentation

The historical condensed consolidated balance sheet as of June 30, 2008 and historical condensed consolidated statement of operations for the six months ended June 30, 2008 are derived from and should be read in conjunction with Products Corporation’s unaudited condensed consolidated financial statements in its June 30, 2008 Form 10-Q, which was filed with the SEC on July 31, 2008. The historical condensed consolidated statement of operations for the year ended December 31, 2007 is derived from and should be read in conjunction with Products Corporation’s audited consolidated financial statements in its December 31, 2007 Form 10-K, which was filed with the SEC on March 5, 2008.

The pro forma adjustments in the accompanying condensed consolidated balance sheet have been prepared as if the sale of the Company’s Ceil subsidiary was completed on June 30, 2008. The pro forma adjustments in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2008 and year ended December 31, 2007 have been prepared as if the sale of the Company’s Ceil subsidiary was completed on January 1, 2007.

These pro forma financial statements do not purport to be indicative of the Company’s financial position or results of operations as of the dates presented or for such periods, nor are they necessarily indicative of the Company’s future results of operations.

2.    Pro Forma Adjustments and Assumptions

The unaudited pro forma condensed consolidated financial statements give pro forma effect to the following:

(a)	The pro forma adjustments relate to the assets disposed of from the sale of the Company’s Ceil subsidiary.
(b)	The purchase price for the Company’s Ceil subsidiary was $104.0 million in cash, plus $3.6 million in cash on Ceil’s balance sheet. Net proceeds received at the closing, after the payment of taxes and the elimination of cash on hand in the Company’s Ceil subsidiary, were $93.7 million.
(c)	The elimination of $8.0 million of prepaid expenses includes approximately $6 million related to non-income taxes receivable.
(d)	The write-off of $3.5 million of goodwill represents the portion of goodwill allocated to the Company’s Ceil subsidiary.
(e)	The $85.4 million adjustment to stockholder’s deficiency represents the difference between the net cash proceeds, the elimination of net assets (as related to the assets disposed) and the write-off of the currency translation adjustment related to the Company’s Ceil subsidiary (none of which are included in the pro forma condensed consolidated income statements).

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