-----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, CS7cbDbJyMCzq2YbG1UIAjINQ6cbhhvI6F2EySZLFSxjAKyvqfh02iMeeIQUu+xC vzB1B7StyPTLZcRYSmLzwg== 0000950172-04-001027.txt : 20040429 0000950172-04-001027.hdr.sgml : 20040429 20040428182655 ACCESSION NUMBER: 0000950172-04-001027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040428 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040429 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: 04761929 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 ny504733.txt FORM 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 ------------ April 28, 2004 (April 28, 2004) ----------------------------------------------------------------------- Date of Report (Date of earliest event reported) Revlon Consumer Products Corporation ----------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 33-59650 13-3662953 -------------------- ------------------------ ------------------------- (State or Other (Commission File No.) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) 237 Park Avenue New York, New York 10017 -------------------------------- ---------------------------- (Address of Principal (Zip Code) Executive Offices) (212) 527-4000 ----------------------------------------------------------------------- (Registrant's telephone number, including area code) None ----------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events and Regulation FD Disclosure On April 28, 2004, Revlon Consumer Products Corporation ("Products Corporation"), a wholly-owned subsidiary of Revlon, Inc., announced that it intends to offer approximately $400 million in aggregate principal amount of senior unsecured notes due 2011 in a private placement. The senior notes will be guaranteed by certain of Products Corporation's current and future domestic subsidiaries on a senior unsecured basis. Products Corporation also expects to enter into a new amended and restated credit agreement, which will replace its existing credit agreement. Products Corporation expects to consummate the notes offering and replace its existing credit agreement in May 2004, subject to market conditions and other customary conditions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 7. Financial Statements and Exhibits (c) Exhibit No. Description ----------- ----------- 99.1 Press Release, dated April 28, 2004. 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, General Counsel and Chief Legal Officer Date: April 28, 2004 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated April 28, 2004. EX-99 2 revex99.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE Revlon Announces Launch of New Senior Notes Private Placement NEW YORK, April 28, 2004 - Revlon Consumer Products Corporation (the "Company") today announced that, in connection with the previously-announced comprehensive debt refinancing, it intends to privately place with qualified institutional investors approximately $400 million in aggregate principal amount of senior unsecured notes due 2011. The senior notes will be guaranteed by certain of the Company's current and future domestic subsidiaries on a senior unsecured basis. In connection with the refinancing, the Company also expects to enter into a new amended and restated credit facility, which will replace its existing credit facility. The new facility is expected to provide for borrowings of approximately $680 million, of which approximately $530 million is expected to be a term loan facility, with the balance being a multi-currency revolving credit facility, which the Company does not expect to draw at closing. The refinancing is expected to be consummated in May 2004, subject to market and other customary conditions. There can be no assurance that any aspect of the refinancing will be consummated. The net proceeds from the private placement and borrowings under the new credit facility are expected to be used by the Company (i) to repay outstanding indebtedness under its existing credit facility, (ii) to purchase or redeem, as the case may be, its outstanding $363 million 12% Senior Secured Notes, its outstanding $116.2 million 8 1/8% Senior Notes and its outstanding $75.5 million 9% Senior Notes, including any applicable consent payments and accrued interest, pursuant to the Company's previously announced offers to purchase the notes and the consent solicitation relating to the 12% Senior Secured Notes, and/or pursuant to any redemptions by the Company of any notes that remain outstanding following the expiration of the offers to purchase, and (iii) to pay fees and expenses in relation to the refinancing and the debt-for-equity transactions completed by Revlon, Inc. in March 2004, with the balance, if any, available for general corporate purposes. The private placement of the notes offered has not been and will not be registered under the Securities Act of 1933, as amended, and the notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act. About Revlon Revlon Consumer Products Corporation is a wholly-owned subsidiary of Revlon, Inc., a worldwide cosmetics, skin care, fragrance, and personal care products company. The Company's vision is to become the world's most dynamic leader in global beauty and skin care. Websites featuring current product and promotional information can be reached at www.revlon.com and www.almay.com. Corporate investor relations information can be accessed at www.revloninc.com. The Company's brands, which are sold worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R). Investor Relations Contact: Media Contact: Maria A. Sceppaguercio Catherine Fisher (212) 527-5230 (212) 527-5727 -----END PRIVACY-ENHANCED MESSAGE-----