-----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, Lu+lHx3NbhiPrr5QWabV0VsE32wT3FrCyi1iSHTGAomf9ivsTS2/4U6FweKeOBWw tVy9DGTcWldUtY5gbyjCKA== 0000950172-04-001057.txt : 20040430 0000950172-04-001057.hdr.sgml : 20040430 20040430144434 ACCESSION NUMBER: 0000950172-04-001057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040430 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040430 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: 04769282 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 rev-cpc430.txt CURRENT REPORT 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 30, 2004 (April 29, 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 Incorporation) No.) 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 30, 2004, Revlon, Inc. ("Revlon") issued a press release announcing that approximately 97% of the total issued and outstanding principal amount of 12% Senior Secured Notes due 2005 (the "Notes") issued by Revlon Consumer Products Corporation ("RCPC"), a wholly owned subsidiary of Revlon, have been validly tendered in connection with RCPC's tender offer and consent solicitation commenced on April 16, 2004. The amount of Notes tendered represents a sufficient number of consents to certain amendments to the indenture governing the Notes. RCPC, the guarantors of RCPC's obligations under the Notes, and the trustee for the Notes have executed a supplemental indenture which will become operative upon the consummation of RCPC's offer to purchase the Notes. The supplemental indenture is attached hereto as Exhibit 4.33 and incorporated by reference herein. The above events and related matters are further described in the press release dated April 30, 2004, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 7. Financial Statements and Exhibits (c) Exhibit No. Description ----------- ----------- 4.33 First Supplemental Indenture, dated as of April 29, 2004, between Revlon Consumer Products Corporation, the Guarantors, and Wilmington Trust Company, as Trustee, relating to Revlon Consumer Products Corporation's 12% Senior Secured Notes due 2005. 99.1 Press Release, dated April 30, 2004 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K of Revlon, Inc. filed with the Securities and Exchange Commission on April 30, 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 30, 2004 EXHIBIT INDEX Exhibit No. Description 4.33 First Supplemental Indenture, dated as of April 29, 2004, between Revlon Consumer Products Corporation, the Guarantors, and Wilmington Trust Company, as Trustee, relating to Revlon Consumer Products Corporation's 12% Senior Secured Notes due 2005. 99.1 Press Release, dated April 30, 2004 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K of Revlon, Inc. filed with the Securities and Exchange Commission on April 30, 2004). EX-4 2 s502749.txt EXHIBIT 4.33 Exhibit 4.33 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of April 29, 2004 (this "First Supplemental Indenture"), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation, the guarantors identified on the signature pages hereto (the "Guarantors") and WILMINGTON TRUST COMPANY, as trustee under the indenture referred to herein (the "Trustee"). W I T N E S S E T H: WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of November 26, 2001, in respect of the 12% Senior Secured Notes due 2005 (the "Securities") pursuant to which the Company issued $363,000,000 aggregate principal amount of the Securities; WHEREAS, Section 9.02 of the Indenture provides that the Company, the Guarantors and the Trustee may, with certain exceptions, amend the Indenture, the Securities or any other Indenture Document with the written consent of the Holders of at least a majority in Principal amount of the Outstanding Securities; WHEREAS, Section 9.02(b) of the Indenture provides that except in certain circumstances, without the consent of Holders of at least 66 2/3% of the outstanding Principal amount of the Securities (the "Required Consents"), an amendment may not release any Guarantor from its obligation under its Indenture Guarantee, change any Indenture Guarantee in any manner that adversely affects the rights of any Security holder under such Indenture Guarantee in any material respect or release any Collateral from the Liens of the Security Documents; WHEREAS, the Company has distributed an Offering Circular and Consent Solicitation Statement, dated April 16, 2004 (the "Solicitation Statement"), and accompanying Letter of Transmittal and Consent to the Holders of the Securities in connection with the certain proposed amendments to the Indenture as described in the Solicitation Statement (the "Proposed Amendments") and the release (the "Release") of (i) each Guarantor from its obligations under its Indenture Guarantee, and (ii) all Collateral from all liens created by the Second Lien Documents (as defined in the Collateral Agency Agreement); and WHEREAS, the Holders of at least 66 2/3% of the outstanding Principal amount of the Securities have approved the Proposed Amendments and the Release; and WHEREAS, the execution and delivery of this First Supplemental Indenture have been duly authorized by all necessary corporate action on the part of the Company and the Guarantors and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree, for the equal and ratable benefit of the Holders of the Securities, as follows: ARTICLE I - AMENDMENTS Section 1.1. Amendments to the Indenture and Securities. (a) The following Sections and Articles of the Indenture, and any corresponding provisions in the Securities, are hereby deleted in their entirety and replaced with "Intentionally Omitted.":
Existing Section/Article Number Caption - ------------------------------- ------- Section 4.02....................................... SEC Reports Section 4.03....................................... Limitation on Debt Section 4.04....................................... Limitation Liens Section 4.05....................................... Limitation on Restricted Payments Section 4.06....................................... Limitation on Restrictions on Distributions from Subsidiaries Section 4.07....................................... Limitation on Sales of Assets and Subsidiary Stock Section 4.08....................................... Limitations on Transactions with Affiliates Section 4.09....................................... Change of Control Section 4.10(a) ................................... Additional Guarantees; Releases of Guarantors Section 4.12....................................... Additional Security Documents Article X.......................................... Guarantees Article XI......................................... Security Arrangements
(b)Paragraphs (a)(iii), (a)(iv) and (c) of Section 5.01 of the Indenture are hereby deleted and replaced with "Intentionally Omitted." (c) The references to "Parent Guarantor" in Sections 6.01 (6), (7), (8) and (9) of the Indenture are hereby deleted. (d) Any definitions used exclusively in the provisions of the Indenture or Securities that are deleted pursuant to Paragraphs (a) and (b) of this Section 1.1, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Securities, and all references in the Indenture and the Securities to paragraphs, Sections, Articles or other terms or provisions of the Indenture referred to in Section 1.1(a) above or that have been otherwise deleted pursuant to this First Supplemental Indenture are hereby deleted in their entirety. ARTICLE II - MISCELLANEOUS Section 2.1. Effect of Supplemental Indenture. From and after the Amendment Operative Date, the Indenture shall be supplemented in accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. Section 2.2. Indenture Remains in Full Force and Effect. Except as supplemented by this First Supplemental Indenture, all provisions in the Indenture shall remain in full force and effect. Section 2.3. References to Supplemental Indenture. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Supplemental Indenture may refer to the Indenture without making specific reference to this Supplemental Indenture, but nevertheless all such references shall include this Supplemental Indenture unless the context requires otherwise. Section 2.4. Conflict with Trust Indenture Act. If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this First Supplemental Indenture, the provision of the TIA shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture, as the case may be. Section 2.5. Severability. If any court of competent jurisdiction shall determine that any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 2.6. Terms Defined in the Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. Section 2.7. Headings. The Article and Section headings of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Section 2.8. Benefits of First Supplemental Indenture. Nothing in this First Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities any benefit of any legal or equitable right, remedy or claim under the Indenture, this First Supplemental Indenture or the Securities. Section 2.9. Successors. All agreements of the Company and the Guarantors in this First Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors. Section 2.10. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company and the Guarantors and the Trustee assumes no responsibility for their correctness. Section 2.11. Certain Duties and Responsibilities of the Trustee. In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Securities relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. Section 2.12. Governing Law. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. Section 2.13. Counterpart Originals. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Section 2.14. Acknowledgement of Release of Collateral. The Trustee hereby acknowledges that upon the obtaining of the Required Consents by the Company (i) the applicable conditions for the release of each Guarantor from its obligations under its Indenture Guarantee set forth in Section 9.02(b) of the Indenture have been satisfied, (ii) the applicable conditions for the release of all Collateral from the Liens created by the Second Lien Documents (as defined in the Collateral Agency Agreement) set forth in Sections 9.02(b) and 11.02 of the Indenture and Section 8.05(a)(ii)(y) of the Collateral Agency Agreement have been satisfied, (iii) all of the Liens created by the Second Lien Documents are automatically released without further action on the part of the Trustee, the Holders of Securities or the Note Collateral Trustee (as defined in the Collateral Agency Agreement), pursuant to Section 8.05(b) of the Collateral Agency Agreement and (iv) the Second Lien Termination Date (as defined in the Collateral Agency Agreement) has occurred, and all of the Second Lien Documents and all obligations of the Note Collateral Agent are automatically terminated in accordance with Section 10.6 of the Collateral Agency Agreement. The Trustee further acknowledges that, pursuant to Section 8.05(b) of the Collateral Agency Agreement, the Note Collateral Agent is required to execute or cause to be executed such release documents and instruments and take such further actions as the Company may request to evidence the release of the Collateral described above, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Section 2.15. Effectiveness. This First Supplemental Indenture shall become effective upon execution by the Company, the Guarantors and the Trustee. As used herein, the "Amendment Operative Date", which is the date that the Proposed Amendments shall be operative, shall mean the date that the Company delivers written notice to the Trustee that the Securities tendered and not validly withdrawn pursuant to the Company's Offer to Purchase and Consent Solicitation Statement dated April 16, 2004, have been accepted for purchase. Section 2.16. Further Instruments and Acts. Upon request of the Company, the Trustee will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this First Supplemental Indenture. IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written. REVLON CONSUMER PRODUCTS CORPORATION By: /s/ Robert K. Kretzman ------------------------ Name: Robert K. Kretzman Title: Executive Vice President, General Counsel and Secretary WILMINGTON TRUST COMPANY, as Trustee By: /s/ Steven Cimalore --------------------- Name: Steven Cimalore Title: Vice President ALMAY, INC. CHARLES OF THE RITZ GROUP LTD. Charles Revlon Inc. COSMETICS & MORE INC. NORTH AMERICA REVSALE INC. PPI TWO CORPORATION REVLON CONSUMER CORP. Revlon Development Corp. REVLON GOVERNMENT SALES, INC. REVLON INTERNATIONAL CORPORATION REVLON PRODUCTS CORP. REVLON REAL ESTATE CORPORATION RIROS CORPORATION RIROS GROUP INC. RIT INC. as Subsidiary Guarantors By: /s/ Robert K. Kretzman ------------------------ Name: Robert K. Kretzman Title: Vice President and Secretary Revlon, Inc., as Parent Guarantor By: /s/ Robert K. Kretzman ----------------------- Name: Robert K. Kretzman Title: Executive Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----