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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July 13, 2004 (July 9, 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 5. Other Events and Regulation FD Disclosure.
On July 9, 2004, Revlon, Inc. ("Revlon") and Revlon Consumer Products
Corporation ("RCPC"), a wholly owned subsidiary of Revlon (together, the
"Company"), issued a joint press release announcing RCPC's new $960 million
credit facility from Citicorp USA, Inc. and Citigroup Global Markets Inc.
(together, "Citigroup") and a syndicate of lenders on terms substantially
similar to those previously announced (the "Credit Agreement"). Copies of the
Credit Agreement and the related Pledge and Security Agreement and
Intercreditor and Collateral Agency Agreement are attached hereto as Exhibits
4.34 through 4.36, respectively, and are incorporated by reference herein.
The Company also announced the successful tender offer for RCPC's 12% Senior
Secured Notes due 2005 (the "12% Notes"), with approximately 82% of the total
outstanding principal amount of the 12% Notes, representing approximately $298
million aggregate principal amount of the 12% Notes, validly tendered through
5:00 p.m. EDT on July 8, 2004.
The Company indicated that, upon purchasing the 12% Notes on July 9, 2004,
RCPC's previously-announced supplemental indenture became operative.
Accordingly, substantially all of the restrictive covenants contained in the
indenture governing the 12% Notes have been eliminated and the guarantees of
RCPC's obligations, and the collateral securing the obligations of RCPC and the
guarantors under the indenture, have been released. A copy of the supplemental
indenture is attached hereto as Exhibit 4.37 and is incorporated by reference
herein.
As previously announced, the tender offer will expire at 5:00 p.m. EDT on
July 21, 2004, unless extended. RCPC currently expects to have a final
settlement promptly thereafter for any 12% Notes tendered on or after the
July 9, 2004 initial settlement date.
The above transactions and related matters are further described in the press
release dated July 9, 2004, a copy of which is attached hereto as Exhibit 99.1
and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibit No. Description
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4.34 Credit Agreement, dated as of July 9, 2004, among Revlon
Consumer Products Corporation and certain local borrowing
subsidiaries, as borrowers, the lenders and issuing
lenders party thereto, Citicorp USA, Inc., as term loan
administrative agent, Citicorp USA, Inc. as multi-currency
administrative agent, Citicorp USA, Inc., as collateral
agent, UBS Securities LLC, as syndication agent and
Citigroup Global Markets Inc., as sole lead arranger and
sole bookrunner (incorporated by reference to Exhibit 4.34
of the Current Report on Form 8-K of Revlon Consumer
Products Corporation filed with the Securities and
Exchange Commission on July 13, 2004).
4.35 Pledge and Security Agreement, dated as of July 9, 2004,
among Revlon, Inc., Revlon Consumer Products Corporation
and the additional grantors party thereto, in favor of
Citicorp USA, Inc., as collateral agent for the secured
parties (incorporated by reference to Exhibit 4.35 of the
Current Report on Form 8-K of Revlon Consumer Products
Corporation filed with the Securities and Exchange
Commission on July 13, 2004).
4.36 Intercreditor and Collateral Agency Agreement, dated as of
July 9, 2004, among Citicorp USA, Inc. as administative
agent for the multi-currency lenders and issuing lenders,
Citicorp USA, Inc., as administrative agent for the term
loan lenders, Citicorp USA, Inc., as collateral agent for
the secured parties, Revlon, Inc., Revlon Consumer Products
Corporation and each other loan party (incorporated by
reference to Exhibit 4.36 of the Current Report on Form
8-K of Revlon Consumer Products Corporation filed with the
Securities and Exchange Commission on July 13, 2004).
4.37 First Supplemental Indenture, dated as of July 6, 2004,
between Revlon Consumer Products Corporation, the
guarantors party thereto, and Wilmington Trust Company, as
trustee, relating to Revlon Consumer Products
Corporation's 12% Senior Secured Notes due 2005
(incorporated by reference to Exhibit 4.37 of the Current
Report on Form 8-K of Revlon Consumer Products Corporation
filed with the Securities and Exchange Commission on July
13, 2004).
99.1 Press Release, dated July 9, 2004.
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: July 13, 2004
EXHIBIT INDEX
Exhibit No. Description
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4.34 Credit Agreement, dated as of July 9, 2004, among Revlon
Consumer Products Corporation and certain local borrowing
subsidiaries, as borrowers, the lenders and issuing
lenders party thereto, Citicorp USA, Inc., as term loan
administrative agent, Citicorp USA, Inc. as multi-currency
administrative agent, Citicorp USA, Inc., as collateral
agent, UBS Securities LLC, as syndication agent and
Citigroup Global Markets Inc., as sole lead arranger and
sole bookrunner (incorporated by reference to Exhibit 4.34
of the Current Report on Form 8-K of Revlon Consumer
Products Corporation filed with the Securities and
Exchange Commission on July 13, 2004).
4.35 Pledge and Security Agreement, dated as of July 9, 2004,
among Revlon, Inc., Revlon Consumer Products Corporation
and the additional grantors party thereto, in favor of
Citicorp USA, Inc., as collateral agent for the secured
parties (incorporated by reference to Exhibit 4.35 of the
Current Report on Form 8-K of Revlon Consumer Products
Corporation filed with the Securities and Exchange
Commission on July 13, 2004).
4.36 Intercreditor and Collateral Agency Agreement, dated as of
July 9, 2004, among Citicorp USA, Inc. as administrative
agent for the multi-currency lenders and issuing lenders,
Citicorp USA, Inc., as administrative agent for the term
loan lenders, Citicorp USA, Inc., as collateral agent for
the secured parties, Revlon, Inc., Revlon Consumer Products
Corporation and each other loan party (incorporated by
reference to Exhibit 4.36 of the Current Report on Form
8-K of Revlon Consumer Products Corporation filed with the
Securities and Exchange Commission on July 13, 2004).
4.37 First Supplemental Indenture, dated as of July 6, 2004,
between Revlon Consumer Products Corporation, the
guarantors party thereto, and Wilmington Trust Company, as
trustee, relating to Revlon Consumer Products
Corporation's 12% Senior Secured Notes due 2005
(incorporated by reference to Exhibit 4.37 of the Current
Report on Form 8-K of Revlon Consumer Products Corporation
filed with the Securities and Exchange Commission on
July 13, 2004).
99.1 Press Release, dated July 9, 2004.