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 12, 2004 (February 11, 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 February 12, 2004, Revlon, Inc. ("Revlon") announced that its Board of
Directors had approved agreements with Fidelity Management & Research Co. (the
"Institutional Investor") and MacAndrews & Forbes, the Company's principal
shareholder, which will dramatically strengthen the Company's balance sheet and
increase the liquidity and float of the Company's common stock. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
In connection with these transactions, Revlon has entered into agreements
with each of MacAndrews & Forbes and the Institutional Investor. Copies of these
are attached hereto as Exhibits 10.23 and 10.24, respectively.
On February 11, 2004, Revlon entered into Supplemental Indentures with U.S.
Bank National Association (formerly known as First Trust National Association),
as trustee, with respect to the Indentures for each of the 8 1/8% Senior Notes,
the 9% Senior Notes and the 8 5/8% Senior Subordinated Notes of Revlon Consumer
Products Corporation ("Products Corporation"), a wholly owned subsidiary of
Revlon, providing for a full and unconditional guarantee by Revlon of the
obligations of Products Corporation under each of the Indentures. Copies of the
Supplemental Indentures with respect to each of the 8 1/8% Senior Notes, the 9%
Senior Notes and the 8 5/8% Senior Subordinated Notes are attached hereto as
Exhibits 4.29, 4.30 and 4.31, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit No. Description
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Exhibit 4.29 Second Supplemental Indenture, dated as of February
11, 2004, among Revlon Consumer Products Corporation
("Products Corporation"), U.S. Bank National
Association (formerly known as First Trust National
Association), as trustee ("Trustee"), and Revlon,
Inc. ("Revlon"), as guarantor, amending the
Indenture, dated as of February 1, 1998, as
supplemented by the First Supplemental Indenture,
dated as of April 1, 1998, between Products
Corporation and the Trustee relating to Products
Corporation's 8 1/8% Senior Notes due 2006.
Exhibit 4.30 First Supplemental Indenture, dated as of February
11, 2004, among Products Corporation, the Trustee and
Revlon, as guarantor, amending the Indenture, dated
as of November 6, 1998, between Products Corporation
and the Trustee, relating to Products Corporation's
9% Senior Notes due 2006.
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Exhibit 4.31 Second Supplemental Indenture, dated as of February
11, 2004, among Products Corporation, the Trustee and
Revlon, as guarantor, amending the Indenture, dated
as of February 1, 1998, as supplemented by the First
Supplemental Indenture, dated as of March 4, 1998,
between Products Corporation and the Trustee,
relating to Products Corporation's 8 5/8% Senior
Subordinated Notes due 2008.
Exhibit 10.23 Support Agreement, dated as of February 11, 2004,
between Revlon, Inc. and MacAndrews & Forbes Holdings
Inc.
Exhibit 10.24 Support Agreement, dated as of February 11, 2004,
between Revlon, Inc. and Fidelity Management &
Research Co.
Exhibit 99.1 Press Release dated February 12, 2004.
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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 12, 2004
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 4.29 Second Supplemental Indenture, dated as of February
11, 2004, among Revlon Consumer Products Corporation
("Products Corporation"), U.S. Bank National
Association (formerly known as First Trust National
Association), as trustee ("Trustee"), and Revlon,
Inc. ("Revlon"), as guarantor, amending the
Indenture, dated as of February 1, 1998, as
supplemented by the First Supplemental Indenture,
dated as of April 1, 1998, between Products
Corporation and the Trustee relating to Products
Corporation's 8 1/8% Senior Notes due 2006.
Exhibit 4.30 First Supplemental Indenture, dated as of February
11, 2004, among Products Corporation, the Trustee and
Revlon, as guarantor, amending the Indenture, dated
as of November 6, 1998, between Products Corporation
and the Trustee, relating to Products Corporation's
9% Senior Notes due 2006.
Exhibit 4.31 Second Supplemental Indenture, dated as of February
11, 2004, among Products Corporation, the Trustee and
Revlon, as guarantor, amending the Indenture, dated
as of February 1, 1998, as supplemented by the First
Supplemental Indenture, dated as of March 4, 1998,
between Products Corporation and the Trustee,
relating to Products Corporation's 8 5/8% Senior
Subordinated Notes due 2008.
Exhibit 10.23 Support Agreement, dated as of February 11, 2004,
between Revlon, Inc. and MacAndrews & Forbes Holdings
Inc.
Exhibit 10.24 Support Agreement, dated as of February 11, 2004,
between Revlon, Inc. and Fidelity Management &
Research Co.
Exhibit 99.1 Press Release dated February 12, 2004.
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