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: November 9, 2009
(Date of earliest event reported: November 9, 2009)

Revlon Consumer Products Corporation

(Exact Name of Registrant as Specified in its Charter)

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

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 7.01. Regulation FD Disclosure

In connection with Revlon, Inc.’s previous announcement that its wholly-owned operating subsidiary, Revlon Consumer Products Corporation (“RCPC”), intends to offer $330 million aggregate principal amount of senior secured notes due 2015 (the “Notes”), RCPC prepared certain unaudited pro forma and as adjusted financial information that are being presented to potential investors. The unaudited pro forma and as adjusted financial information, and the accompanying notes thereto, are attached hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01. Exhibit 99.1 should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and RCPC’s historical consolidated financial statements, and the accompanying notes thereto, which are included in RCPC’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2009, and RCPC’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on February 25, 2009.

The adjustments reflected in the unaudited pro forma and as adjusted financial information are based upon available information and certain estimates and assumptions. Actual results may differ from the pro forma adjustments and from the estimates and assumptions used. RCPC believes that the estimates and assumptions used provide a reasonable basis for presenting the effects of the transactions as described in Exhibit 99.1. The pro forma adjustments made in connection with the development of the pro forma information do not purport to be indicative of RCPC’s results of continuing operations or RCPC’s financial position that actually would have occurred had such transactions been consummated as set forth in Exhibit 99.1. The unaudited pro forma and as adjusted financial information is not intended to indicate the results that may be expected for any future period.

The information in this Item 7.01, including Exhibit 99.1, shall be treated as “furnished,” and not “filed,” for purposes of the Securities Exchange Act of 1934, as amended.

Item 8.01. Other Events

On November 9, 2009, Revlon, Inc. issued a press release announcing that RCPC intends to offer $330 million aggregate principal amount of the Notes in a private placement.

A copy of the press release is attached to this Form 8-K as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

The Notes and the related guarantees have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Tables setting forth unaudited pro forma and as adjusted financial information for the year ended December 31, 2008 and as of and for the nine months ended September 30, 2009.
99.2	Press Release, dated November 9, 2009 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Revlon, Inc. filed with the Securities and Exchange Commission on November 9, 2009).

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: November 9, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Tables setting forth unaudited pro forma and as adjusted financial information for the year ended December 31, 2008 and as of and for the nine months ended September 30, 2009.
99.2	Press release, dated November 9, 2009 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Revlon, Inc. filed with the Securities and Exchange Commission on November 9, 2009).

EX-99.1

EXHIBIT 99.1

Unaudited Pro Forma Financial Data

The pro forma data gives pro forma effect as described below to the following transactions:

• the use of proceeds from the sale on July 28, 2008 of our Bozzano brand, a non-core men’s hair care and shaving line of products in the Brazilian market, and certain other non-core brands, including Juvena and Aquamarine, to repay $63.0 million in aggregate principal amount of the Senior Subordinated Term Loan, which loan we entered into on January 30, 2008 and used the proceeds to repay the $167.4 million in aggregate principal amount outstanding under our 85/8% Senior Subordinated Notes on their February 1, 2008 maturity date (such transaction is referred to as the “2008 Debt Reduction Transactions”);

• in connection with consummating the Exchange Offer, the amendment of the terms of the Senior Subordinated Term Loan Agreement to extend the maturity date on the $48.6 million Contributed Loan from August 2010 to October 8, 2013, to change the annual interest rate on the Contributed Loan from 11% to 12.75%, to extend the maturity date on the $58.4 million principal amount of the Non-Contributed Loan from August 2010 to October 8, 2014 and to change the annual interest rate on the Non-Contributed Loan from 11% to 12% (such transactions are referred to as the “Exchange Offer Transactions”);

• the repurchases from January through October 2009 of an aggregate principal amount of $49.5 million of the 9¹/2% Senior Notes for $40.9 million of cash. As a result of these repurchases, we recorded a gain of $7.8 million through October 2009, which is the net of the write off of the ratable portion of unamortized debt discount and deferred financing fees (such transactions are referred to as the “2009 Repurchase Transactions”); and

• the November 2009 Transactions, which include the Tender Offer (for which we have assumed that 100% of the outstanding 9¹/2% Senior Notes will have been validly tendered and not withdrawn at or prior to the Early Tender Date), this offering and the related refinancing and repayment of our existing 9¹/2% Senior Notes (the Exchange Offer Transactions, the 2009 Repurchase Transactions and the November 2009 Transactions are referred to in this offering memorandum collectively as the “2009 Financing Transactions”).

The Pro Forma Statement of Operations Data for the year ended December 31, 2008 shows the incremental pro forma effect of the 2008 Debt Reduction Transactions described in the bullets above and the 2009 Financing Transactions, in each case, as if such transactions had been consummated on January 1, 2008.

The Pro Forma Statement of Operations Data for the nine months ended September 30, 2009 shows the incremental pro forma effect of the 2009 Financing Transactions as if such transactions had been consummated on January 1, 2008. The Pro Forma Statement of Operations Data for the nine months ended September 30, 2009 does not include adjustments for the pro forma effect of the 2008 Debt Reduction Transactions, as these transactions are reflected in the historical results.

The Pro Forma Balance Sheet Data as of September 30, 2009 gives pro forma effect to the net impact of the 2009 Financing Transactions (other than the use of $31.0 million to repurchase an aggregate principal amount of $39.5 million of the 9¹/2% Senior Notes from January 1, 2009 through September 30, 2009) as if such transactions had occurred on September 30, 2009.

The adjustments reflected in the unaudited pro forma condensed financial statements are based upon available information and certain estimates and assumptions. Actual results may differ from the pro forma adjustments and from the estimates and assumptions used. We believe that the estimates and assumptions used provide a reasonable basis for presenting the effects of the 2009 Financing Transactions. We also

1

believe 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 do not purport to be indicative of our results of continuing operations or our financial position that actually would have occurred had such transactions been consummated on the aforementioned dates. The pro forma financial data is not intended to indicate the results that may be expected for any future period.

The pro forma data should be read in conjunction with our consolidated financial statements and the related notes to those financial statements included in the documents incorporated by reference in this offering memorandum.

	Pro Forma Income Statement
	Year Ended December 31, 2008
				Adjustments related to the			Pro Forma 2008 Debt
				2008 Debt Reduction			Reduction
				Transactions & 2009			Transactions & 2009
	As Reported			Financing Transactions (a)			Financing Transactions
							(Unaudited)
				(Dollars in millions)
Net Sales	$	1,346.8		$	—		$	1,346.8
Cost of sales		490.9			—			490.9
Gross profit		855.9			—			855.9
Selling, general and administrative		701.6			—			701.6
Restructuring costs and other, net		(8.4	)		—			(8.4	)
Operating (loss) income		162.7			—			162.7
Other expenses (income):
Interest expense		119.7			(6.8	)		112.9
Interest income		(0.7	)		—			(0.7	)
Amortization of debt issuance costs		5.6			(0.2	)		5.4
Foreign currency losses, net		0.1			—			0.1
Miscellaneous, net		1.1			—			1.1
Other expenses, net		125.8			(7.0	)		118.8
Income before income taxes		36.9			7.0			43.9
Provision for income taxes		(15.9	)		0.1			(15.8	)
Income from continuing operations	$	21.0		$	7.1		$	28.1
Ratio of earnings to fixed charges (b)		1.3						1.4

(a) Reflects the incremental pro forma effect of the 2008 Debt Reduction Transactions, as well as the pro forma effect of the 2009 Financing Transactions. The adjustments include:

• a $6.8 million net decrease in interest expense, primarily due to: (i) a $4.7 million reduction of interest expense related to the 2008 Debt Reduction Transactions and (ii) a $3.6 million net reduction of interest expense related to the 2009 Repurchase Transactions and the November 2009 Transactions, partially offset by (iii) a $1.5 million net increase in interest expense related to the Exchange Offer Transactions; and

• a $0.2 million net decrease in amortization of debt issuance costs, primarily driven by a $1.4 million decrease in amortization of debt issuance costs related to the extended term over which deferred financing costs related to the Senior Subordinated Term Loan will be amortized as a result of the Exchange Offer

2

Transactions, partially offset by $1.2 million of amortization of new debt issuance costs resulting from the issuance of the $330 million of      % Senior Secured Notes.

The pro forma income statement as of December 31, 2008 does not include the impact of the payment of the $9.8 million premium to acquire all of the $340.5 million outstanding aggregate principal amount of the 9¹/2% Senior Notes. Such amount will be included in the results of operations in the period in which the 9¹/2% Senior Notes are acquired in the Tender Offer.

(b) Earnings used in computing the ratio of earnings to fixed charges consist of income (loss) from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense (including amortization of debt issuance costs, but not losses relating to the early extinguishment of debt and gain on repurchase of debt) and 33% of rental expense (considered to be representative of the interest factor). Earnings exceeded fixed charges by $36.9 million and $43.9 million as reported and on a pro forma basis, respectively, for the year ended December 31, 2008.

	Pro Forma Income Statement
	Nine Months Ended September 30, 2009
				Adjustments related to
				the 2009 Financing			Pro Forma 2009
	As Reported			Transactions (c)			Financing Transactions
							(Unaudited)
				(Dollars in millions)
Net Sales	$	951.3		$	—		$	951.3
Cost of sales		349.5			—			349.5
Gross profit		601.8			—			601.8
Selling, general and administrative		465.0			—			465.0
Restructuring costs and other, net		21.4			—			21.4
Operating (loss) income		115.4			—			115.4
Other expenses (income):
Interest expense		71.1			(0.5	)		70.6
Interest income		(0.4	)		—			(0.4	)
Amortization of debt issuance costs		4.2			0.6			4.8
Foreign currency losses, net		4.7			—			4.7
(Gain) on repurchase of debt		(7.8	)		7.8			—
Miscellaneous, net		0.7			—			0.7
Other expenses, net		72.5			7.9			80.4
Income before income taxes		42.9			(7.9	)		35.0
(Provision) benefit for income taxes		(0.6	)		0.2			(0.4	)
Income from continuing operations	$	42.3		$	(7.7	)	$	34.6
Ratio of earnings to fixed charges (d)		1.5						1.4

(c) Reflects the pro forma effect of the 2009 Financing Transactions. The adjustments primarily include:

• the $7.8 million reversal of the gain on the 2009 Repurchase Transactions;

• a $0.6 million net increase in the amortization of the debt issuance costs, primarily driven by $1.5 million of amortization of the new debt issuance costs resulting from the issuance of the $330 million of      % Senior Secured Notes, partially offset by a $0.9 million decrease in amortization of debt issuance costs

3

	related to the extended term over which deferred financing costs related to the Senior Subordinated Term Loan are amortized as a result of the Exchange Offer Transactions; and
•	a $0.5 million net decrease in interest expense, primarily due to a $1.7 million net reduction of interest expense related to the 2009 Repurchase Transactions and the November 2009 Transactions, partially offset by a $1.2 million net increase in interest expense related to the Exchange Offer Transactions.

The pro forma income statement as of September 30, 2009 does not include the impact of the payment of the $9.8 million premium to acquire in the Tender Offer all of the $340.5 million outstanding aggregate principal amount of the 9¹/2% Senior Notes. Such amount will be included in the results of operations in the period in which the 9¹/2% Senior Notes are acquired in the Tender Offer.

(d) Earnings exceeded fixed charges by $42.9 million and $35.0 million as reported and on a pro forma basis, respectively, for the nine month period ended September 30, 2009.

	Pro Forma Balance Sheet
	September 30, 2009
				Adjustments related to
				the 2009 Financing			Pro Forma 2009
	As Reported			Transactions (e)			Financing Transactions
							(Unaudited)
				(Dollars in millions)
Current assets:
Cash and cash equivalents	$	62.5		$	(37.5	)	$	25.0
Trade receivables, less allowance for doubtful accounts		169.0			—			169.0
Inventories		136.4			—			136.4
Prepaid expenses and other		93.0			—			93.0
Total current assets		460.9			(37.5	)		423.4
Property, plant and equipment, net		111.6			—			111.6
Other assets		81.1			10.9			92.0
Goodwill, net		182.5			—			182.5
Total assets		836.1			(26.6	)		809.5
Current liabilities:
Short-term borrowings		1.7			—			1.7
Current portion of long-term debt		16.7			—			16.7
Accounts payable		71.4			—			71.4
Accrued expenses and other		222.8			(16.6	)		206.2
Total current liabilities		312.6			(16.6	)		296.0
Long-term debt — third parties.		1,147.8			4.2			1,152.0
Long-term debt — affiliates		107.0			—			107.0
Long-term pension		209.3			—			209.3
Other long-term liabilities		66.1			—			66.1
Stockholders’ deficiency:
Total stockholders’ deficiency		(1,006.7	)		(14.2	)		(1,020.9	)
Total liabilities and stockholders’ deficiency	$	836.1		$	(26.6	)	$	809.5

(e) Reflects the pro forma effect of the 2009 Financing Transactions at September 30, 2009, including:

4

• a $37.5 million decrease in cash and cash equivalents as a result of: (i) the use of cash to repurchase an aggregate principal amount of $10.0 million of the 9¹/2% Senior Notes in October 2009; and (ii) the use of $27.5 million of cash in connection with the November 2009 Transactions, which is comprised of:

• the effect of a refinancing of all of the remaining $340.5 million outstanding aggregate principal amount of the 9¹/2% Senior Notes, including the payment of $16.6 million of accrued interest and the $9.8 million premium required to acquire in the Tender Offer all of the remaining $340.5 million of the 9¹/2% Senior Notes; and

• the payment of $14.2 million of fees and expenses incurred in connection with the issuance of the      % Senior Secured Notes,

with the foregoing partially offset by:

• proceeds from the issuance of the $330 million aggregate principal amount of the       % Senior Secured Notes; and

• $23.6 million of cash from borrowings under the 2006 Bank Revolving Credit Facility.

• a $14.2 million increase in stockholder’s deficiency which reflects the pro forma effect of: (i) the $9.8 million payment of the premium required to acquire in the Tender Offer all of the $340.5 million outstanding aggregate principal amount of the 9¹/2% Senior Notes; (ii) the write-off of $3.3 million of the remaining deferred financing costs associated with the 9¹/2% Senior Notes; and (iii) $1.1 million of accelerated amortization of the debt discount associated with the 9¹/2% Senior Notes, all related to acquiring in the Tender Offer all of the remaining $340.5 million aggregate principal amount of such notes.

• a $10.9 million increase in other assets which reflects $14.2 million of fees and expenses incurred in connection with the issuance of the      % Senior Secured Notes, partially offset by the write-off of $3.3 million of the remaining deferred financing costs related to acquiring in the Tender Offer all of the remaining $340.5 million aggregate principal amount of such notes.

• a $4.2 million increase in indebtedness which reflects the net pro forma effect of:

• the issuance of $330.0 million aggregate principal amount of the      % Senior Secured Notes;

• $23.6 million of cash from borrowings under the 2006 Bank Revolving Credit Facility required to effect such transactions; and

• $1.1 million of accelerated amortization of the debt discount associated with the 9¹/2% Senior Notes related to acquiring in the Tender Offer all of the remaining $340.5 million aggregate principal amount of such notes,

with the foregoing partially offset by:

• the acquiring of the remaining $340.5 million aggregate principal amount of the 9¹/2% Senior Notes as of September 30, 2009; and

• the repurchase of an aggregate principal amount of $10.0 million of the 9¹/2% Senior Notes in October 2009.

    The Exchange Offer Transactions did not have a pro forma impact on the balance sheet at September 30, 2009.

5