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 (Date of earliest event reported): August 16, 2005
(August 11, 2005)
Revlon, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11178 13-3662955
-------------------------------------------------------------------------------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
237 Park Avenue
New York, New York 10017
-------------------------------------------------------------------------------
(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
Purchase Agreement
On August 11, 2005, Revlon Consumer Products Corporation ("RCPC"), a
wholly-owned subsidiary of Revlon, Inc., entered into, and on August 16, 2005
consummated the transactions contemplated by, a Purchase Agreement (the
"Purchase Agreement") with certain initial purchasers (the "Initial
Purchasers") for the sale of $80 million principal amount of additional 9 1/2%
Senior Notes due 2011, which priced at 95.25% of par (the "August Notes"). The
Purchase Agreement contained certain customary representations and warranties.
The Notes
The August Notes were issued by RCPC pursuant to an indenture, dated
as of March 16, 2005 (the "Indenture"), by and between RCPC and U.S. Bank
National Association, as trustee, as Additional Notes (as defined in the
Indenture) thereunder. The August Notes constitute a further issuance of, are
the same series as, and will vote on any matters submitted to noteholders
with, the $310 million principal amount of 9 1/2% Senior Notes due 2011
previously issued by RCPC under the Indenture (which are collectively referred
to with the August Notes as the "Notes").
Pursuant to the terms of the Indenture, the Notes are senior
unsecured debt of RCPC with right to payment under the Notes equal in right of
payment with any present and future senior indebtedness of RCPC. The Notes
will bear interest at an annual rate of 9 1/2%, which will be payable on each
April 1 and October 1 of each year, commencing on October 1, 2005.
The Indenture provides that RCPC may redeem the Notes at its option
in whole or in part at any time on or after April 1, 2008, at the redemption
prices set forth in the Indenture. In addition, at any time prior to April 1,
2008, RCPC is entitled to redeem up to 35% of the aggregate principal amount
of the Notes at a redemption price of 109.5% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the date fixed for
redemption, with, and, to the extent actually received, net cash proceeds of
one or more public equity offerings, provided that at least 65% of the
aggregate principal amount of the Notes originally issued remains outstanding
immediately after giving effect to such redemptions.
In addition, the Indenture provides that RCPC is entitled to redeem
the Notes at any time or from time to time prior to April 1, 2008, at a
redemption price per Note equal to the sum of (1) the then outstanding
principal amount thereof, plus (2) accrued and unpaid interest (if any) to the
date of redemption, plus (3) the greater of (i) 1.0% of the then outstanding
principal amount of such Note at such time and (ii) the excess of (A) the
present value at such redemption date of (1) the redemption price of such Note
on April 1, 2008 (exclusive of any accrued interest) plus (2) all required
remaining scheduled interest payments due on such Note through April 1, 2008,
computed using a discount rate equal to the applicable treasury rate plus 75
basis points, over (B) the then outstanding principal amount of such Note at
such time.
Pursuant to the Indenture, upon a change of control (as defined in
the Indenture), each holder of the Notes has the right to require RCPC to make
an offer to repurchase all or a portion of such holder's Notes at a price
equal to 101% of the principal amount of such holder's Notes plus accrued
interest.
The Indenture contains covenants which, subject to certain
exceptions, limit the ability of RCPC and its subsidiaries to, among other
things, incur additional indebtedness, pay dividends on or redeem or
repurchase stock, engage in certain asset sales, make certain types of
investments and other restricted payments, engage in transactions with
affiliates, restrict dividends or payments from subsidiaries and create liens
on their assets. The Indenture contains customary events of default. The
foregoing description of the Notes does not purport to be complete and is
qualified in its entirety by reference to the full text of the Indenture, a
copy of which was attached as Exhibit 4.12 to RCPC's Form 10-K/A for the year
ended December 31, 2004, filed with the Securities and Exchange Commission
(the "SEC") on April 13, 2005.
Registration Agreement
In connection with the issuance of the Notes, on August 16, 2005,
RCPC entered into a Registration Agreement (the "Registration Agreement") with
the Initial Purchasers for the benefit of holders of the Notes.
Pursuant to the Registration Agreement, among other things, RCPC
agreed that it will, at its cost, (i) by the 90th day after the closing of the
offering of the August Notes, file a registration statement with the SEC with
respect to a registered offer to exchange the Notes for exchange notes (the
"Exchange Notes"), which will have terms substantially identical in all
material respects to the August Notes (except that the Exchange Notes will not
contain terms with respect to transfer restrictions and interest rate
increases) and (ii) by the 180th day after the closing of the offering of the
August Notes, use its best efforts to cause the exchange offer registration
statement to be declared effective under the Securities Act of 1933, as
amended (the "Securities Act"). RCPC agreed to keep the exchange offer open
for not less than 30 days (or longer if required by applicable law) after the
date notice of the exchange offer is mailed to the holders of the August
Notes.
In addition, RCPC agreed that, in the event that applicable
interpretations of the staff of the SEC do not permit RCPC to effect such an
exchange offer, or if for any other reason the exchange offer is not
consummated by the 210th day after the closing of the offering of the August
Notes, it will, at its cost, (a) as promptly as practicable, file a shelf
registration statement covering resales of the August Notes, (b) use its best
efforts to cause the shelf registration statement to be declared effective
under the Securities Act and (c) use its best efforts to keep effective the
shelf registration statement until two years after its effective date.
RCPC also agreed that, if by the 90th day following the closing of
the offering of the August Notes, a registration statement has not been filed
with the SEC with respect to the exchange offer or the resale of the August
Notes, the rate per annum at which the August Notes bear interest will
increase by 0.5% from and including such date, until but excluding the earlier
of (i) the date such registration statement is filed and (ii) the 210th day
after the closing of the offering of the August Notes; and if by the 210th day
after the closing of the offering of the August Notes, neither (i) the
exchange offer is consummated nor (ii) the shelf registration statement is
declared effective, the rate per annum at which the August Notes bear interest
will increase by 0.5% from and including such date, until but excluding the
earlier of (i) the consummation of the exchange offer and (ii) the effective
date of a shelf registration statement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by
reference into this Item 2.03.
Item 8.01. Other Events.
On August 16, 2005, Revlon, Inc. issued a press release announcing
that RCPC had completed its previously-announced private placement of the
August Notes, which priced at 95.25% of par.
The net proceeds from the private placement are expected to be used
(i) to help fund the Company's previously-announced strategic growth
initiatives and for general corporate purposes, and (ii) to pay fees and
expenses incurred in connection with the private placement.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release, dated August 16, 2005,
announcing completion of a private
placement of additional 9 1/2% Senior
Notes due 2011 (incorporated by reference
to Exhibit 99.1 to the Current Report on
Form 8-K of Revlon Consumer Products
Corporation filed with the Securities and
Exchange Commission on August 16, 2005)
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
----------------------------------
Robert K. Kretzman
Executive Vice President, Chief
Legal Officer, General Counsel and
Secretary
Date: August 16, 2005
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release, dated August 16, 2005,
announcing completion of a private
placement of additional 9 1/2% Senior
Notes due 2011 (incorporated by reference
to Exhibit 99.1 to the Current Report on
Form 8-K of Revlon Consumer Products
Corporation filed with the Securities and
Exchange Commission on August 16, 2005)