-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CXeEqlP4Uo8jKM4P1pophoBoa5OgHk9MUjAe74j4fv9JVx8jyzXAH6XQgHkqRUDA zGsw2t+GoPUetpQmbc+7FQ== 0000950123-09-033073.txt : 20090810 0000950123-09-033073.hdr.sgml : 20090810 20090810172230 ACCESSION NUMBER: 0000950123-09-033073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090807 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090810 DATE AS OF CHANGE: 20090810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REVLON CONSUMER PRODUCTS CORP CENTRAL INDEX KEY: 0000890547 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133662953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-59650 FILM NUMBER: 091001038 BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125274000 MAIL ADDRESS: STREET 1: 237 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 y02073e8vk.htm FORM 8-K e8vk
 
 
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 10, 2009
(Date of Earliest Event Reported): (August 10, 2009)
 
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))
 
 

 

 

Item 1.01. Entry into a Material Definitive Agreement.
On August 10, 2009, Revlon, Inc. (“Revlon”) issued a press release (“Press Release”) announcing that it had commenced an exchange offer (the “Exchange Offer”) in which each issued and outstanding share of Revlon Class A common stock, par value $0.01 per share (the “Class A Common Stock”), may be exchanged on a one-for-one basis for a newly-issued series of Revlon Series A preferred stock, par value $0.01 per share (the “Series A Preferred Stock”).
Upon the successful completion of the Exchange Offer, which is subject to the non-waivable condition that at least 10,117,669 shares of Class A Common Stock (representing a majority of the Class A Common Stock not beneficially owned by MacAndrews & Forbes Holdings Inc. (“MacAndrews & Forbes”) are tendered, pursuant to Amendment No. 2 to the Senior Subordinated Term Loan Agreement (the “Loan Amendment”) between Revlon Consumer Products Corporation, Revlon’s wholly owned operating subsidiary (“RCPC”), and MacAndrews & Forbes, the terms of such loan would be amended to extend the maturity date of such loan from August 1, 2010 to four years after the consummation of the Exchange Offer and change its interest rate from 11% to 12.75% per annum.
The foregoing summary of the Loan Amendment is qualified in its entirety by reference to the Loan Amendment, which is incorporated by reference into this Item 1.01, and a copy of which is attached as Exhibit 10.1.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 1.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Description
 
    
10.1
  Amendment No. 2 to the Senior Subordinated Term Loan Agreement, dated August 10, 2009 (incorporated by reference to Exhibit (d)(3) to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO of Revlon, Inc. filed with the Securities and Exchange Commission on August 10, 2009).
 
    
99.1
  Press Release dated August 10, 2009 (incorporated by reference to Exhibit (a)(5)(A) to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO of Revlon, Inc. filed with the Securities and Exchange Commission on August 10, 2009).

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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 and
General Counsel 		  
 
Date: August 10, 2009

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EXHIBIT INDEX
     
Exhibit No.   Description
 
    
10.1
  Amendment No. 2 to the Senior Subordinated Term Loan Agreement, dated August 10, 2009 (incorporated by reference to Exhibit (d)(3) to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO of Revlon, Inc. filed with the Securities and Exchange Commission on August 10, 2009).
 
    
99.1
  Press Release dated August 10, 2009 (incorporated by reference to Exhibit (a)(5)(A) to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO of Revlon, Inc. filed with the Securities and Exchange Commission on August 10, 2009).

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