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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February 18, 2004 (February 18, 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
In connection with a confidentiality agreement, dated as of January
13, 2004, between Revlon, Inc. (the "Company") and Fidelity Management &
Research Co. ("Fidelity"), and the consideration by Fidelity of the transactions
contemplated by the Support Agreement executed by Fidelity and the Company on
February 12, 2004, the Company disclosed certain material, non-public
information (the "Presentation Information") to Fidelity. The terms of the
Confidentiality Agreement expressly required Fidelity to maintain the
Presentation Information as confidential information and not to disclose it or
use it other than in connection with Fidelity's evaluation of the debt reduction
transactions. The Presentation Information provided to Fidelity included
management's forecasts, projections, estimates, objectives, vision, plans,
strategies, beliefs, destination, expectations, records and certain historical
information regarding the Company. Portions of the Presentation Information were
prepared by the Company based upon, among other things, the anticipated future
results of operation of the Company after giving affect to the implementation of
various aspects of its strategic plan.
The Presentation Information is divided into the following major
components: (i) the Company's historical financial performance, including its
2003 forecasted results as of the date of the presentation, which occurred on
January 14, 2004; (ii) the Company's long-term vision, referred to in the
Presentation Information as its "Success Journey"; (iii) a long-term look at
what the Company referred to in the Presentation Information as its "Destination
Model", being the Company's longer term target for various components of its
income statement, including an arithmetic application of the "Destination Model"
margins to certain aspects of the Company's 2004 plan profit and loss statement;
(iv) a breakout of assumed growth drivers of the Company's 2004 plan and the
Company's estimates of its financial performance during 2004, including gross
sales, net sales, operating income, and adjusted EBITDA; (v) the "Basis of
Presentation", "Guiding Principles" and other assumptions regarding the
Company's category, market share and consumption growth; (vi) the assumed
potential margin improvements over time from various "transformation
initiatives", including improving in-store merchandising; redesigning the
Company's promotional process, reducing the Company's cost of goods sold,
improving the Company's product development processes, introduction and
lifecycle management, improving the Company's international supply chain and
improving market effective innovation which entails strategic product
development, marketing and advertising; (vii) the Company's estimate of the
impact of various key initiatives (value analysis, packaging rationalization,
direct sourcing, indirect sourcing, SKU rationalization and demand/supply
planning) on its 2003 financial performance and on its plan for 2004 and 2005;
(viii) the Company's estimate of the potential impact of certain growth
initiatives on its 2004 plan gross sales and operating income for its
international business and on gross sales for its North America business; (ix)
certain aspects of the Company's financial performance over the 2000 to 2003
period; (x) quantification of growth plan charges and estimated benefits; and
(xi) a reconciliation of adjusted EBITDA to reported adjusted EBITDA for 2000,
2001, 2002 and 2003 (forecasted), as well as an adjusted EBITDA bridge
reconciling 2003 (forecasted) to 2004 (projected), in each case with various
adjustments.
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As certain financial information included within the Presentation
Information consisted of non-GAAP amounts, such non-GAAP amounts are reconciled
to the Company's most directly comparable GAAP measures in the accompanying
financial tables beginning on page 32 et. seq. (the "Reconciliation
Information"). Such non-GAAP measures include Adjusted EBITDA (See "Basis of
Presentation") as well as ongoing operations. As stated in the "Basis of
Presentation", the Company believes that Adjusted EBITDA is useful in
understanding the financial operating performance and underlying strength of the
Company's business, excluding the effects of certain factors, including
gains/losses on foreign currency transactions, gains/losses on the sale of
assets, miscellaneous expenses and interest, taxes, depreciation, and
amortization, and thus the Company believes that Adjusted EBITDA is a financial
metric that can assist the Company and investors in assessing the Company's
financial operating performance and liquidity. Similarly, the Company believes
that information presented on an "ongoing operations" basis, which excludes the
disposition of brands and businesses, restructuring, additional consolidation
costs (primarily associated with the closing of the Company's Phoenix and Canada
facilities), executive severance and expenses related to the acceleration of
aspects of the implementation of the Company's stabilization and growth phase of
its plan, is useful to the Company and investors in understanding the Company's
financial operating performance and underlying strength of its business without
the impact of such items.
THE COMPANY DOES NOT GENERALLY PUBLISH ITS STRATEGIC PLANS OR MAKE
EXTERNAL PROJECTIONS OF ITS ANTICIPATED FINANCIAL POSITION OR RESULTS OF
OPERATIONS OR THE TYPE OF FORWARD LOOKING INFORMATION IN THE PRESENTATION
INFORMATION. ACCORDINGLY, THE COMPANY DOES NOT INTEND TO UPDATE OR OTHERWISE
REVISE THE PRESENTATION INFORMATION PROVIDED TO FIDELITY TO REFLECT ACTUAL
RESULTS OF OPERATIONS, CHANGES IN FINANCIAL CONDITION, CHANGES IN ESTIMATES,
EXPECTATIONS OR ASSUMPTIONS OR OTHER CIRCUMSTANCES ARISING AND/OR EXISTING SINCE
THE PREPARATION OF THE PRESENTATION INFORMATION OR TO REFLECT THE OCCURRENCE OF
ANY UNANTICIPATED EVENTS. FURTHER, THE COMPANY DOES NOT INTEND TO UPDATE OR
REVISE THE PRESENTATION INFORMATION PROVIDED TO FIDELITY TO REFLECT CHANGES IN
GENERAL ECONOMIC, INDUSTRY OR COSMETICS CATEGORY CONDITIONS.
The Presentation Information provided to Fidelity was not prepared
with a view toward general use, but rather was prepared for the limited purpose
of providing information to Fidelity at a point in time to enable it to evaluate
its participation in possible debt reduction transactions. Statements made in
the Presentation Information which are not historical are forward looking
statements and are based on estimates, objectives, vision, projections,
forecasts, plans, strategies, beliefs, destinations and expectations of Revlon's
management, and thus are subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results may
differ materially from such forward looking statements for a number of reasons,
including, without limitation, those set forth in the Company's filings with the
Securities and Exchange Commission, including its Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
3
The data contained in the Presentation Information was provided as
of January 14, 2004 and represented the Company's then forecasted financial
results for the fiscal year ended December 31, 2003. For more recent information
concerning the Company's actual financial results for the fiscal year ended
December 31, 2003, please see the Company's earnings release issued on February
12, 2004, as filed with the SEC on Form 8-K on the same date.
A copy of the Presentation Information is furnished herewith as
Exhibit 99.1.
Exhibit No. Description
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Exhibit 99.1 Presentation Information and Reconciliation Information.
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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: February 18, 2004
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Presentation Information and Reconciliation Information.
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