-----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, QpAXuBGABjHmSPhMeEwjC9IJacq/U6Sw7aXV00CW8eWxxbteSPVo1dIvhhdD/TnH oxhhP4Oeko96/bBu62nqyQ== 0001157523-06-009445.txt : 20060926 0001157523-06-009445.hdr.sgml : 20060926 20060926093133 ACCESSION NUMBER: 0001157523-06-009445 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060926 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060926 DATE AS OF CHANGE: 20060926 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: 061107719 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 a5234858.txt REVLON CONSUMER PRODUCTS CORPORATION 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: September 26, 2006 (Date of earliest event reported): (September 26, 2006) Revlon Consumer Products Corporation ------------------------------------ (Exact name of Registrant as specified in its Charter) Delaware 33-59650 13-3662953 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (I.R.S. Employer 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 8.01 Other Events. On September 25, 2006, Revlon, Inc. ("Revlon"), in a press release, announced that Revlon Consumer Products Corporation, its wholly owned operating subsidiary ("RCPC" and together with Revlon, the "Company"), would seek an amendment to its existing bank credit agreement, dated as of July 9, 2004 (as amended by Amendment No. 1, dated as of February 15, 2006, and Amendment No. 2 dated as of July 28, 2006, the "Credit Agreement") to add back, for purposes of calculating the financial covenants, certain charges associated with its discontinuance of the Vital Radiance brand and its organizational streamlining. On September 26, 2006, RCPC made a presentation to its lenders in connection with seeking such amendment. Such amendment, if obtained, would enable RCPC to add back to the Credit Agreement's definition of EBITDA up to $75 million of restructuring charges, asset impairment charges, inventory write offs and returns costs and related charges in connection with its discontinuance of the Vital Radiance brand and its organizational streamlining, as previously announced and disclosed in a Current Report on Form 8-K filed with the SEC on September 25, 2006, as well as the senior management changes previously announced on September 18, 2006 and disclosed in a Current Report on Form 8-K filed with the SEC on September 19, 2006. The Company noted that the Credit Agreement amendment is expected to be consummated in late September 2006, subject to market and other customary conditions, including receipt of consents from the appropriate lenders, and that there can be no assurances that this amendment will be consummated. Forward-Looking Statements Statements in this Current Report on Form 8-K which are not historical facts, including statements about the Company's plans, strategies, beliefs and expectations, are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made. Accordingly, except for the Company's ongoing obligations under the U.S. federal securities laws, the Company does not intend to update or otherwise revise the forward-looking information to reflect actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic, industry or cosmetic category conditions or other circumstances arising and/or existing since the preparation of this Form 8-K or to reflect the occurrence of any unanticipated events. Such forward-looking statements include, without limitation, the Company's beliefs, expectations and estimates about RCPC's plans to secure an amendment to its Credit Agreement and the terms, conditions and timing of such amendment. Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in the Company's filings with the SEC, including the Company's 2005 Annual Report on Form 10-K and the Company's Form 10-Qs and Form 8-Ks that it files with the SEC during 2006, including this Form 8-K (which may be viewed on the SEC's website at http://www.sec.gov or on the Company's website at http://www.revloninc.com), as well as reasons including difficulties, delays or unanticipated costs or less than expected benefits from, or its inability to consummate, in whole or in part, the amendment to its Credit Agreement. Factors other than those listed above could also cause the Company's results to differ materially from expected results. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, the Company's websites or other websites referenced herein shall not be incorporated by reference into this Form 8-K. 2 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, Chief Legal Officer, General Counsel and Secretary Date: September 26, 2006 3 -----END PRIVACY-ENHANCED MESSAGE-----