-----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, ApCSR1BysxOqn/UpxfeqGYOIaVaMTOpZeRmEUKmyNfAYDwO9Ym3uIJJoNglAciNh e0cP0eVc98zObGioVyjDpA== 0000950172-04-001767.txt : 20040727 0000950172-04-001767.hdr.sgml : 20040727 20040723091944 ACCESSION NUMBER: 0000950172-04-001767 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040723 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040723 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: 04927835 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 nyc465357.txt 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 ------------ July 23, 2004 (July 22, 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 9. Regulation FD Disclosure. On July 22, 2004, Revlon, Inc. ("Revlon") and Revlon Consumer Products Corporation ("RCPC"), a wholly owned subsidiary of Revlon (together, the "Company"), issued a joint press release announcing, in connection with the Company's previously announced debt refinancing, the consummation of the Company's tender offer for any and all of RCPC's 12% Senior Secured Notes due 2005 (the "12% Notes"), which expired at 5:00 pm on July 21, 2004. The Company indicated that a total of approximately $299 million aggregate principal amount of the 12% Notes were repurchased in connection with the tender offer, including RCPC's repurchase on July 22, 2004 of approximately $0.4 million aggregate principal amount of the 12% Notes, the amount of such notes tendered following the July 9, 2004 initial settlement through expiration of the tender offer. In connection with the expiration of the tender offer, the Company also announced that on August 23, 2004, RCPC will redeem all of the $64.5 million aggregate principal amount of its 12% Notes (CUSIP No. 761519AT4) that remain outstanding following the July 21, 2004 expiration of the tender offer at a redemption price calculated in accordance with the indenture governing the 12% Notes and as set forth in the notice of redemption dated July 22, 2004, a copy of which is attached hereto as Exhibit 99.2 and incorporated by reference herein. The above transactions and related matters are further described in the press release dated July 22, 2004, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. In accordance with general instruction B.2 of Form 8-K, the information in this report, including the exhibits, is furnished pursuant to Item 9 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. 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: July 23, 2004 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated July 22, 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 July 23, 2004) 99.2 Notice of Redemption dated July 22, 2004. EX-99 2 nyc462912.txt EXH. 99.2 - NOTICE OF REDEMPTION Exhibit 99.2 NOTICE OF REDEMPTION Revlon Consumer Products Corporation $64,475,000 Aggregate Principal Amount of 12% Senior Secured Notes due 2005 CUSIP: 761519AT4* REDEMPTION DATE: August 23, 2004 NOTICE IS HEREBY GIVEN that Revlon Consumer Products Corporation, a company incorporated under the laws of the State of Delaware (the "Company"), has elected to redeem and will redeem on August 23, 2004 (the "Redemption Date"), all of its outstanding $64,475,000 aggregate principal amount of 12% Senior Secured Notes due 2005 (the "Securities"), pursuant to paragraph 5 of the Securities and in accordance with Article III of the Indenture dated as of November 26, 2001, among the Company, the guarantors party thereto (the "Guarantors") and Wilmington Trust Company, as trustee (the "Trustee"), as supplemented by the Subsidiary Supplemental Indenture, dated as of February 24, 2003, among the Company, the Guarantors and the Trustee, and the First Supplemental Indenture dated as of July 6, 2004, among the Company, the Guarantors and the Trustee (collectively, the "Indenture"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Indenture. The Company will redeem the Securities at a redemption price equal to the sum of (i) the then outstanding aggregate Principal amount thereof, plus (ii) accrued and unpaid interest (if any) to the Redemption Date, plus (iii) the Applicable Premium (collectively, the "Redemption Price"). "Applicable Premium" means, with respect to a Security at any time, the greater of (i) 1.0% of the then outstanding principal amount of such Security at such time and (ii) the excess of (A) the present value of the required interest and principal payments due on such Security, computed using a discount rate equal to the Treasury Rate plus 75 basis points, over (B) the then outstanding principal amount of such Security at such time. "Treasury Rate" means, with respect to any redemption date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two Business Days prior to the date fixed for redemption (or, if the Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the then remaining average life to Stated Maturity of the Securities; PROVIDED, HOWEVER, that if the average life to Stated Maturity of the Securities is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly yields of the United States Treasury securities for which such yields are given, except that if the average life to Stated Maturity of the Securities is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. "Stated Maturity" means, with respect to any Security, the date specified in such Security as the fixed date on which the principal of such Security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such Security at the option of the holder thereof upon the happening of any contingency). On and after the Redemption Date, the Redemption Price will become due and payable upon each such Security to be redeemed and interest thereon will cease to accrue on and after that date, unless the Company shall default in making the payment of the Redemption Price and accrued interest. The Securities MUST be surrendered to the Paying Agent (Wilmington Trust Company) by the Redemption Date to collect the Redemption Price. Payment of the Redemption Price will be made on or after the Redemption Date upon presentation and surrender of the Securities at the following address: By Regular or Certified Mail and By ----------------------------------- Hand or Overnight Courier: -------------------------- Wilmington Trust Company Rodney Square North 1100 N. Market Street Wilmington, DE 19890-1615 Attention: Alisha Clendaniel (302) 636-6470. Revlon Consumer Products Corporation and Wilmington Trust Company, as Trustee Date: July 22, 2004 Under the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001, paying agents making payments of interest or principal on securities may be obligated to withhold a 28% backup withholding tax from remittance to individuals who have failed to furnish the paying agent with a valid taxpayer identification number or otherwise failed to comply with certain other requirements. Owners of the Securities who wish to avoid the imposition of the backup withholding tax should submit certified taxpayer identification numbers and any other required information on the appropriate IRS form when presenting the Securities for payment. ============================================================================== *This CUSIP number is included solely for the convenience of the Holders. Neither the Trustee, the Company, Revlon, Inc. nor the Paying Agent shall be responsible for the selection or use of any CUSIP number, nor is any representation made as to its correctness or accuracy on any Security or as referred to in any redemption notice. ============================================================================== -----END PRIVACY-ENHANCED MESSAGE-----