UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

SCHEDULE TO
(RULE 14d-100)

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)

 

REVLON, INC.

(Name of Subject Company (Issuer))

 

REVLON, INC.

(Name of Filing Person (Offeror))

 

Class A Common Stock, par value $0.01 per share
(Titles of Classes of Securities)

 

761525609
(CUSIP Numbers of Classes of Securities)

 

 

 

 

ROBERT K. KRETZMAN, ESQ.
EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES,
CHIEF LEGAL OFFICER AND GENERAL COUNSEL
REVLON, INC.
237 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 527-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person)

 

COPIES TO:

 

FRANKLIN M. GITTES, ESQ. AND ALAN C. MYERS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000

 

CALCULATION OF FILING FEE

 

 

 

 

 

Amount previously paid: $16,084

Filing party: Revlon, Inc.

Form or registration No.: Schedule TO

Date filed: August 10, 2009

 

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

o Third-party tender offer subject to Rule 14d-1.

 

þ Issuer tender offer subject to Rule 13e-4.

 

þ Going-private transaction subject to Rule 13e-3.

 

o Amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

This Amendment No. 7 (“Amendment No. 7”) amends the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed on August 10, 2009, as amended by Amendment No. 1 to the Tender Offer Statement and Schedule 13E-3 on Schedule TO filed on August 11, 2009, Amendment No. 2 to the Tender Offer Statement and Schedule 13E-3 on Schedule TO filed on August 19, 2009, Amendment No. 3 to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed on August 27, 2009, Amendment No. 4 to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed on September 3, 2009, Amendment No. 5 to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed on September 11, 2009 and Amendment No. 6 to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed on September 18, 2009 (as amended from time to time, the “Schedule TO”), which relates to the offer by Revlon, Inc., a Delaware corporation (together with its subsidiaries, “Revlon” or the “Issuer”), to exchange (the “Exchange Offer”) each share of Revlon’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), for one (1) share of Revlon’s newly issued Series A preferred stock, par value $0.01 per share (the “Series A Preferred Stock”), from the holders thereof (the “Holders”), upon the terms and subject to the conditions set forth in the Offer to Exchange, dated August 10, 2009, as amended and restated on August 27, 2009, September 3, 2009 and September 24, 2009 (as amended and restated, the “Third Amended and Restated Offer to Exchange”), and in the related Amended and Restated Letter of Transmittal (“Letter of Transmittal”). A copy of the Letter of Transmittal is filed as Exhibit (a)(1)(K) to the Schedule TO.

 

Introduction

 

This Amendment No. 7 is filed solely to announce that the terms of the Exchange Offer have been amended as set forth herein, to extend the Expiration Date of the Exchange Offer until 11:59 p.m., New York City time, on October 7, 2009, during which time the Holders will be permitted to tender their shares of Revlon’s Class A Common Stock or, if already tendered, withdraw such shares and to supplement the Exhibit Index with additional exhibits.

 

Amendment to Offer to Exchange

 

The Offer to Exchange dated August 10, 2009 and attached as Exhibit (a)(1)(A) to the Schedule TO, as amended by the Amended and Restated Offer to Exchange dated August 27, 2009 and attached as Exhibit (a)(1)(G) to the Schedule TO and the Second Amended and Restated Offer to Exchange dated September 3, 2009 and attached as Exhibit (a)(1)(H) to the Schedule TO is hereby amended by the Third Amended and Restated Offer to Exchange dated September 24, 2009 and attached as Exhibit (a)(1)(J) to the Schedule TO.

 

The information set forth in the Third Amended and Restated Offer to Exchange, and the related Letter of Transmittal, is hereby incorporated by reference in answer to all items in this Schedule TO, and is supplemented by the information specifically provided herein, except as otherwise set forth below.

 

Amendment to Schedule TO

 

 

(a) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet,” “Certain Questions and Answers About the Exchange Offer,” “Terms of the Exchange Offer,” “Special Factors,” “Material United States Federal Income Tax Considerations,” “Selected Historical Financial and Operating Data,” “Description of Series A Preferred Stock,” “Material Differences Between Class A Common Stock and Series A Preferred Stock,” “The Contribution and Stockholder Agreement” and “Senior Subordinated Term Loan Agreement” is incorporated herein by reference.

 

(b) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Special Factors — Reasons for the Board’s Position as to the Exchange Offer; Factors Considered” and “Interests of Certain Persons in the Transactions” is incorporated herein by reference.

 

 

(a) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet — Purpose of the Exchange Offer,” “Special Factors — Reasons for the Revisions to the Exchange Offer,” “Special Factors — Purpose of and Reasons for the Exchange Offer” and “Special Factors — Alternatives to the Exchange Offer” is incorporated herein by reference.

 

(b) The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet — Use of Proceeds” is incorporated herein by reference.

 

(c) The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Special Factors — Certain Effects of the Exchange Offer” is incorporated herein by reference.

 

 

(a) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet — Financing” and “Terms of the Exchange Offer — Source of Funds” is incorporated herein by reference.

 

(b) Not applicable.

 

(d) Not applicable.

 

 

(a),(b) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Selected Historical and Unaudited Pro Forma Consolidated Financial Data” and “Selected Historical Financial and Operating Data” and the financial statements and information contained in the reports set forth in the section of the Third Amended and Restated Offer to Exchange titled “Documents Incorporated by Reference” are incorporated herein by reference. A copy of any or all of the documents containing such information and financial statements may be inspected, and copies thereof obtained, upon written or oral request. Requests should be directed to the Issuer’s Secretary, at Revlon, Inc., 237 Park Avenue, 14th floor, New York, New York 10017, attention: Michael T. Sheehan (or via email to michael.sheehan@revlon.com).

 

 

(a)(1) None.

 

(a)(2) None.

 

(a)(3) Not applicable.

 

(a)(4) Not applicable.

 

(a)(5) The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Stockholder and Derivative Litigation” is incorporated herein by reference.

 

(b) Based on preliminary information from the Exchange Agent, as of 5:00 p.m., New York City time, on Thursday, September 10, 2009, a total of 8,436,516 shares of Revlon Class A Common Stock were tendered pursuant to the Exchange Offer (including shares tendered pursuant to guaranteed delivery procedures).

 

On September 11, 2009, Revlon issued a press release announcing that it has extended the expiration date of the Exchange Offer. The deadline for tendering shares of Revlon Class A Common Stock in exchange for shares of Revlon Series A Preferred Stock has been extended from 5:00 p.m., New York City time, on September 10, 2009 to 5:00 p.m., New York City time, on September 17, 2009, unless further extended.

 

Procedures for tendering shares during this extension of the Exchange Offer shall be the same as during the Exchange Offer, including the guaranteed delivery procedures.

 

The full text of the press release is attached as Exhibit (a)(5)(J) to the Schedule TO and is incorporated herein by reference.

Based on preliminary information from the Exchange Agent, as of 5:00 p.m., New York City time, on Thursday, September 17, 2009, a total of 8,583,248 shares of Revlon Class A Common Stock were tendered pursuant to the Exchange Offer (including shares tendered pursuant to guaranteed delivery procedures).

 

On September 18, 2009, Revlon issued a press release announcing that it has extended the expiration date of the Exchange Offer. The deadline for tendering shares of Revlon Class A Common Stock in exchange for shares of Revlon Series A Preferred Stock has been extended from 5:00 p.m., New York City time, on September 17, 2009 to 5:00 p.m., New York City time, on September 24, 2009, unless further extended.

 

Procedures for tendering shares during this extension of the Exchange Offer shall be the same as during the Exchange Offer, including the guaranteed delivery procedures.

 

The full text of the press release is attached as Exhibit (a)(5)(K) to the Schedule TO and is incorporated herein by reference.

 

The Company has been advised that to date approximately 8,577,754 shares of Revlon Class A Common Stock had been tendered in the Exchange Offer.

 

On September 24, 2009, Revlon issued a press release announcing that it has extended the expiration date of the Exchange Offer. The deadline for tendering shares of Revlon Class A Common Stock in exchange for shares of Revlon Series A Preferred Stock has been extended from 5:00 p.m., New York City time, on September 24, 2009 to 11:59 p.m., New York City time, on October 7, 2009, unless further extended.

 

Procedures for tendering shares during this extension of the Exchange Offer shall be the same as during the Exchange Offer, including the guaranteed delivery procedures.

 

The full text of the press release is attached as Exhibit (a)(5)(L) to the Schedule TO and is incorporated herein by reference.

 

 

The Exhibit Index attached hereto is incorporated by reference. For the avoidance of doubt, each of Exhibit (d)(1) and Exhibit (d)(3) is hereby deleted in its entirety.

 

 

Schedule 13e-3 Item 1. Summary Term Sheet.

 

The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet” is incorporated herein by reference.

 

Schedule 13e-3 Item 2. Subject Company Information.

 

(a) The issuer of the securities subject to the Exchange Offer is Revlon, Inc., a Delaware corporation. The Issuer’s executive offices are located at 237 Park Avenue, New York, New York 10017. The Issuer’s telephone number is (212) 527-4000.

 

(b) The subject security is the Issuer’s Class A Common Stock. As of July 31, 2009, 48,443,072 shares of Class A Common Stock were issued and outstanding.

 

(c) The information concerning the principal market in which the shares of Class A Common Stock are traded and certain high and low sales prices for the shares of Class A Common Stock in the principal market in which the shares of Class A Common Stock are traded is set forth in the section of the Third Amended and Restated Offer to Exchange titled “Markets and Market Price,” which is incorporated herein by reference.

 

(d) The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Markets and Market Price” is incorporated herein by reference.

 

(e) None.

 

(f) None.

 

Schedule 13e-3 Item 3. Identity and Background of Filing Person.

 

(a) Revlon, Inc. is the filing person and the subject company. The business address and telephone number of the Issuer are set forth under part (a) under the caption “Schedule 13e-3 Item 2. Subject Company Information” in this Item 13 of this Schedule TO. The information regarding the directors and executive officers of the Issuer is set forth in Annex D of the Third Amended and Restated Offer to Exchange is incorporated herein by reference.

 

(b) Not applicable.

 

(c) The information regarding the directors and executive officers of the Issuer is set forth in Annex D of the Third Amended and Restated Offer to Exchange, which is incorporated herein by reference.

 

 

(a) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet,” “Certain Questions and Answers About the Exchange Offer,” “Terms of the Exchange Offer,” “Special Factors,” “Material United States Federal Income Tax Considerations,” “Selected Historical Financial and Operating Data,” “Anticipated Accounting Treatment,” “Description of Series A Preferred Stock,” “Material Differences Between Class A Common Stock and Series A Preferred Stock,” “The Contribution and Stockholder Agreement” and “Senior Subordinated Term Loan Agreement” is incorporated herein by reference.

 

(c) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet,” “Certain Questions and Answers About the Exchange Offer” and “Special Factors” is incorporated herein by reference.

 

(d) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet” and “Appraisal Rights” is incorporated herein by reference.

 

(e) None.

 

(f) Not applicable.

 

Schedule 13e-3 Item 5. Past Contacts, Transactions, Negotiations and Agreements.

 

(a),(b),(c) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Special Factors — Background of the Transactions,” “Interests of Certain Persons in the Transactions” and “Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

 

(e) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Past Contacts, Transactions, Negotiations and Agreements,” “Interests of Certain Persons in the Transactions,” “The Contribution and Stockholder Agreement” and “Senior Subordinated Term Loan Amendment” is incorporated herein by reference.

 

Schedule 13e-3 Item 6. Purposes of the Transaction and Plans or Proposals.

 

(b) The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet — Use of Proceeds” is incorporated herein by reference.

 

(c)(1-8) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Special Factors — Certain Effects of the Exchange Offer” and “Terms of the Exchange Offer — Future Purchases” is incorporated herein by reference.

 

Schedule 13e-3 Item 7. Purposes, Alternatives, Reasons and Effects.

 

(a) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Special Factors — Reasons for the Revisions to the Exchange Offer,” “Summary Term Sheet — Purpose of the

Exchange Offer” and “Special Factors — Purpose of and Reasons for the Exchange Offer” is incorporated herein by reference.

 

(b) The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Special Factors — Alternatives to the Exchange Offer” is incorporated herein by reference.

 

(c) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Special Factors — Purpose of and Reasons for the Exchange Offer” and “Special Factors — Reasons for the Board’s Position as to the Exchange Offer; Factors Considered” is incorporated herein by reference.

 

(d) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet — Effect on Ownership Structure of Revlon,” “Summary Term Sheet — Interest of the MacAndrews & Forbes Participants with Respect to the Exchange Offer,” “Interests of Certain Persons in the Transactions — Interests of the MacAndrews & Forbes Participants in the Exchange Offer,” “Special Factors — Certain Effects of the Exchange Offer” and “Material United States Federal Income Tax Considerations” is incorporated herein by reference.

 

Schedule 13e-3 Item 8. Fairness of the Transaction.

 

(a) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet — No Board Recommendation,” “Special Factors — Position of Revlon as to the Fairness of the Exchange Offer,” and “Special Factors — Preliminary Draft Report of Special Committee’s Financial Advisor” is incorporated herein by reference.

 

(b) The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Special Factors” is incorporated herein by reference.

 

(c) The transaction is not structured so that the acceptance of the Exchange Offer by at least a majority of the unaffiliated security holders is a condition to closing. The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet — Conditions to the Exchange Offer” and “Terms of the Exchange Offer — Conditions to the Exchange Offer” is incorporated herein by reference.

 

(d) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Special Factors — Background of the Transactions,” “Special Factors — Reasons for the Board’s Position as to the Exchange Offer; Factors Considered,” “Special Factors — Position of Revlon as to the Fairness of the Exchange Offer,” “Special Factors — Position of the MacAndrews & Forbes Participants as to the Fairness of the Exchange Offer” and “Special Factors — Preliminary Draft Report of Special Committee’s Financial Advisor” is incorporated herein by reference.

 

(e) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Special Factors — Background of the Transactions” and “Special Factors — Reasons for the Board’s Position as to the Exchange Offer; Factors Considered” is incorporated herein by reference.

 

(f) None.

 

Schedule 13e-3 Item 9. Reports, Opinions, Appraisals and Negotiations.

 

(a),(b) The presentations attached to the Schedule TO as Exhibits (c)(1) and (c)(2) and the information set forth in the section of the Third Amended and Restated Third Amended and Restated Offer to Exchange titled “Special Factors — Preliminary Draft Report of Special Committee’s Financial Advisor” and “Special Factors — Report of MacAndrews & Forbes’ Financial Advisor” are incorporated herein by reference.

 

(c) The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Where Stockholders Can Find More Information” is incorporated herein by reference.

 

Schedule 13e-3 Item 10. Source and Amounts of Funds or Other Consideration.

 

(a) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet — Financing” and “Terms of the Exchange Offer — Source of Funds” is incorporated herein by reference.

 

(b) Not applicable.

 

(c) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet — Fees and Expenses” and “Terms of the Exchange Offer — Fees and Expenses” is incorporated herein by reference.

 

(d) Not applicable.

 

Schedule 13e-3 Item 11. Interest in Securities of the Subject Company.

 

(a) The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

 

(b) The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Transactions in Revlon Common Stock” is incorporated herein by reference.

 

Schedule 13e-3 Item 12. The Solicitation or Recommendation.

 

(d) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Summary Term Sheet — No Board Recommendation” and “Summary Term Sheet — Interest of the MacAndrews & Forbes Participants with Respect to the Exchange Offer,” the last paragraph of the section of the Third Amended and Restated Offer to Exchange titled “Special Factors — Reasons for the Board’s Position as to the Exchange Offer; Factors Considered” and the penultimate paragraph of “Interests of Certain Persons in the Transactions — Interests of the MacAndrews & Forbes Participants in the Exchange Offer” is incorporated herein by reference.

 

(e) The information set forth in the section of the Third Amended and Restated Offer to Exchange titled “Terms of the Exchange Offer — No Recommendation” is incorporated herein by reference.

 

Schedule 13e-3 Item 13. Financial Statements.

 

(a),(b) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Selected Historical and Unaudited Pro Forma Consolidated Financial Data” and “Selected Historical Financial and Operating Data” and the financial statements and information contained in the reports set forth in the section of the Third Amended and Restated Offer to Exchange titled “Documents Incorporated by Reference” are incorporated herein by reference. A copy of any or all of the documents containing such information and financial statements may be inspected, and copies thereof obtained, upon written or oral request. Requests should be directed to the Issuer’s Secretary, at Revlon, Inc., 237 Park Avenue, 14th Floor, New York, New York 10017, attention: Michael T. Sheehan (or via email to michael.sheehan@revlon.com).

 

 

(a) None.

 

(b) The information set forth in the sections of the Third Amended and Restated Offer to Exchange titled “Special Factors — Background of the Transactions” and “Interests of Certain Persons in the Transactions” is incorporated herein by reference.

 

Schedule 13e-3 Item 15. Additional Information.

 

(b) Based on preliminary information from the Exchange Agent, as of 5:00 p.m., New York City time, on Thursday, September 10, 2009, a total of 8,436,516 shares of Revlon Class A Common Stock were tendered pursuant to the Exchange Offer (including shares tendered pursuant to guaranteed delivery procedures).

On September 11, 2009, Revlon issued a press release announcing that it has extended the expiration date of the Exchange Offer. The deadline for tendering shares of Revlon Class A Common Stock in exchange for shares of Revlon Series A Preferred Stock has been extended from 5:00 p.m., New York City time, on September 10, 2009 to 5:00 p.m., New York City time, on September 17, 2009, unless further extended.

 

Procedures for tendering shares during this extension of the Exchange Offer shall be the same as during the Exchange Offer, including the guaranteed delivery procedures.

 

The full text of the press release is attached as Exhibit (a)(5)(J) to the Schedule TO and is incorporated herein by reference.

 

Based on preliminary information from the Exchange Agent, as of 5:00 p.m., New York City time, on Thursday, September 17, 2009, a total of 8,583,248 shares of Revlon Class A Common Stock were tendered pursuant to the Exchange Offer (including shares tendered pursuant to guaranteed delivery procedures).

 

On September 18, 2009, Revlon issued a press release announcing that it has extended the expiration date of the Exchange Offer. The deadline for tendering shares of Revlon Class A Common Stock in exchange for shares of Revlon Series A Preferred Stock has been extended from 5:00 p.m., New York City time, on September 17, 2009 to 5:00 p.m., New York City time, on September 24, 2009, unless further extended.

 

Procedures for tendering shares during this extension of the Exchange Offer shall be the same as during the Exchange Offer, including the guaranteed delivery procedures.

 

The full text of the press release is attached as Exhibit (a)(5)(K) to the Schedule TO and is incorporated herein by reference.

 

The Company has been advised that to date approximately 8,577,754 shares of Revlon Class A Common Stock had been tendered in the Exchange Offer.

 

On September 24, 2009, Revlon issued a press release announcing that it has extended the expiration date of the Exchange Offer. The deadline for tendering shares of Revlon Class A Common Stock in exchange for shares of Revlon Series A Preferred Stock has been extended from 5:00 p.m., New York City time, on September 24, 2009 to 11:59 p.m., New York City time, on October 7, 2009, unless further extended.

 

Procedures for tendering shares during this extension of the Exchange Offer shall be the same as during the Exchange Offer, including the guaranteed delivery procedures.

 

The full text of the press release is attached as Exhibit (a)(5)(L) to the Schedule TO and is incorporated herein by reference.

 

Schedule 13e-3 Item 16. Exhibits.

 

The Exhibit Index attached hereto is incorporated by reference. For the avoidance of doubt, each of Exhibit (d)(1) and Exhibit (d)(3) is hereby deleted in its entirety.

SIGNATURE

 

Revlon, Inc. is filing this Amendment No. 7 to its combined Schedule TO and Schedule 13E-3. After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

REVLON, INC.

 

Name:     Robert K. Kretzman, Esq.

Resources, Chief Legal Officer and

General Counsel

 

Date: September 24, 2009

The Exhibit Index of the Schedule TO is hereby amended and restated in its entirety as follows:

 

EXHIBIT INDEX

 

 

 

* — Filed herewith.