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.