8-K 1 a5236241.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 29, 2006 (Date of earliest event reported): (September 29, 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 10017 New York, New York -------------------------------------------------------------------------------- (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 1.01. Entry into a Material Definitive Agreement. On September 29, 2006, Revlon, Inc. ("Revlon" and together with Revlon Consumer Products Corporation ("RCPC"), Revlon's wholly owned operating subsidiary, the "Company"), announced that RCPC entered into the third amendment (the "Credit Agreement Amendment") to its Credit Agreement, dated as of July 9, 2004, among RCPC, certain of its subsidiaries as local borrowing subsidiaries, a syndicate of lenders, and Citicorp USA, Inc., as multi-currency administrative agent, term loan administrative agent and collateral agent. The Credit Agreement Amendment enables 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, returns costs and related charges in connection with the previously-announced discontinuance of the Company's Vital Radiance brand and recent senior management changes and organizational streamlining, which actions are described in the Company's Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 19, 2006 and September 25, 2006. A copy of the Credit Agreement Amendment is attached hereto as Exhibit 4.1, and its terms are incorporated by reference herein. The Credit Agreement, as amended (which is referred to in this Form 8-K as the "Credit Agreement"), is filed as Exhibit 4.34 to RCPC's Current Report on Form 8-K filed with the SEC on July 13, 2004. Amendment No. 1 to the Credit Agreement, dated as of February 15, 2006, is filed as Exhibit 10.2 to RCPC's Current Report on Form 8-K filed with the SEC on February 17, 2006, and Amendment No. 2, dated as of July 28, 2006, is filed as Exhibit 4.1 to RCPC's Current Report on Form 8-K filed with the SEC on July 28, 2006. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description ----------- ----------- 4.1 Amendment No. 3 to Credit Agreement, dated as of September 29, 2006. 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 29, 2006 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 Amendment No. 3 to Credit Agreement, dated as of September 29, 2006. 4