-----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, MJH23oLTwrGPWnyyykBOAjs1h89VEKmQESAH4RG7eUqQmr1A1kxLm2y1n1GImC5e lZKUgCQP4VdfCRMxSsEm/Q== 0001157523-06-002927.txt : 20060323 0001157523-06-002927.hdr.sgml : 20060323 20060323095317 ACCESSION NUMBER: 0001157523-06-002927 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060322 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060323 DATE AS OF CHANGE: 20060323 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: 06705095 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 a5108543.txt REVLON CONSUMER PRODUCTS CORP. 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 (Date of earliest event reported): March 23, 2006 (March 22, 2006) Revlon Consumer Products Corporation ------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 33-59650 13-3662953 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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. On March 23, 2006, Revlon, Inc. ("Revlon"), the parent of Revlon Consumer Products Corporation ("RCPC"), issued a press release (the "Press Release") announcing the successful completion of its previously-announced $110 million rights offering. The Press Release also announced that, on April 21, 2006, RCPC will redeem approximately $109.7 million aggregate principal amount of its 8 5/8% Senior Subordinated Notes due 2008 (the "Notes"). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. In connection with the previously-mentioned redemption, Revlon announced, on March 23, 2006, that a copy of the irrevocable notice of redemption was mailed on March 22, 2006 to the record holders of the Notes being redeemed by U.S. Bank National Association, the trustee under the indenture governing the Notes. A copy of the notice of redemption is attached hereto as Exhibit 99.2 and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated March 23, 2006 (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 March 23, 2006). 99.2 Notice of Redemption. 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 ----------------------------------- Name: Robert K. Kretzman Title: Executive Vice President and General Counsel Date: March 23, 2006 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release dated March 23, 2006 (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 March 23, 2006). 99.2 Notice of Redemption. EX-99.2 2 a5108543ex99_2.txt EXHIBIT 99.2 Exhibit 99.2 NOTICE OF REDEMPTION Revlon Consumer Products Corporation $109,700,000 Aggregate Principal Amount of 8 5/8% Senior Subordinated Notes due 2008 CUSIP: 761519AN7* REDEMPTION DATE: April 21, 2006 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 April 21, 2006 (the "Redemption Date"), $109,700,000 aggregate principal amount of its outstanding 8 5/8% Senior Subordinated Notes due 2008 (the "Securities"), at a redemption price of 100.0% of the principal amount of such Securities (the "Redemption Price"), plus accrued and unpaid interest up to, but not including, the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date). The redemption of the Securities is being effected pursuant to paragraph 5 of the Securities and in accordance with Article III of the Indenture, dated as of February 1, 1998, between Revlon Escrow Corp. and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated as of March 4, 1998, among the Company, Revlon Escrow Corp. and the Trustee and the Second Supplemental Indenture, dated as of February 11, 2004, among the Company, the Trustee and Revlon, Inc., as guarantor, relating to the Securities (as so supplemented, the "Indenture"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Indenture. 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. 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 Mail: By Hand or Overnight Courier: -------- ----------------------------- U.S. Bank National Association U.S. Bank National Association Corporate Trust Services 60 Livingston Avenue P.O. Box 64111 1st Floor - Bond Drop Window St. Paul, MN 55164-0111 St. Paul, MN 55107 Phone inquires may be made by calling U.S. Bank National Association toll-free at (800) 934-6802. Revlon Consumer Products Corporation and U.S. Bank National Association, as Trustee Date: March 22, 2006 Payments of principal and interest on the Securities made by the paying agent to the holders may be subject to backup withholding at the applicable rate of 28%, unless such holder (i) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact or (ii) otherwise provides a correct taxpayer identification number, certifies that it is not currently subject to backup withholding tax and otherwise complies with applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a holder's tax liability, and a holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the Internal Revenue Service in a timely manner. ================================================================================ *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-----