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
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June 21, 2004 (June 21, 2004)
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Date of Report (Date of earliest event reported)
Revlon, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11178 13-3662955
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification
Incorporation) No.)
237 Park Avenue
New York, New York 10017
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(Address of Principal (Zip Code)
Executive Offices)
(212) 527-4000
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 9. REGULATION FD DISCLOSURE
On June 21, 2004, Revlon, Inc. ("Revlon") issued a press release
announcing that Revlon Consumer Products Corporation ("RCPC"), a wholly owned
subsidiary of Revlon, has signed a commitment letter (the "Commitment Letter")
with Citicorp USA, Inc. and Citigroup Global Markets Inc. (together
"Citigroup") pursuant to which RCPC expects to enter into new credit
facilities with Citigroup and a syndicate of lenders to replace its existing
credit facility. The new credit facilities are expected to be executed mid- to
late July 2004.
In connection with RCPC's entry into the Commitment Letter, Revlon
also announced that RCPC intends to shortly commence a cash tender offer and
consent solicitation (the "Tender Offer") to purchase any and all of RCPC's
outstanding $363,000,000 aggregate principal amount of 12% Senior Secured
Notes due 2005 (the "12% Notes"). As part of the Tender Offer, RCPC also
intends to solicit consents from the holders of the 12% Notes for certain
proposed amendments which would eliminate substantially all of the restrictive
covenants contained in the indenture governing the 12% Notes and release the
guarantees of RCPC's obligations, and the collateral securing the obligations
of RCPC and the guarantors, under such indenture.
Consummation of the Tender Offer will be subject to various
conditions, including but not limited to, RCPC's entering into the new credit
facilities and RCPC's obtaining the required consents in the consent
solicitation. Consummation of the new credit facilities and related terms is
also subject to negotiation and execution of definitive documents and various
customary conditions. There can be no assurance that any aspect of the
refinancing will be consummated. The Tender Offer will be made only upon the
terms contained in any tender offer materials provided to holders of the 12%
Notes.
Revlon also announced that it has revised its outlook for growth for
2004.
The above transactions and related matters are further described in
the press release dated June 21, 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 exhibit, 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, INC.
By: /s/ Robert K. Kretzman
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Robert K. Kretzman
Executive Vice President,
General Counsel and Chief
Legal Officer
Date: June 21, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated June 21, 2004.