UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 reported): NOVEMBER 30, 2001
REVLON, INC.
(Exact name of registrant as specified in its chapter)
DELAWARE 1-11178 13-3662955
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
625 MADISON AVENUE, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-527-4000
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On November 26, 2001, Revlon, Inc.'s wholly owned subsidiary, Revlon Consumer
Products Corporation ("Products Corporation") issued $363 million in principal
amount of its 12% Senior Secured Notes due 2005 (the "Senior Secured Notes") in
a private placement. The Senior Secured Notes were issued at a price of 96.569%
of their principal amount and the proceeds were put into an escrow account held
by Wilmington Trust Company to be released upon satisfaction of certain
conditions, principally the closing of Products Corporation's new credit
facility. The Senior Secured Notes were issued pursuant to an Indenture, dated
as of November 26, 2001 (the "Indenture"), among Products Corporation, the
guarantors party thereto, including Revlon, Inc. as parent guarantor, and
Wilmington Trust Company, as trustee. The Senior Secured Notes mature on
December 1, 2005 and bear interest at the rate of 12% per annum, with interest
payable on June 1 and December 1 of each year, beginning June 1, 2002.
On November 30, 2001, Products Corporation completed the refinancing of its
existing credit facility by entering into a new credit agreement, dated as of
November 30, 2001 among Products Corporation, the subsidiaries of Products
Corporation parties thereto, the lenders parties thereto, the Co-Agents parties
thereto, Citibank, N.A., as documentation agent, Lehman Commercial Paper Inc.,
as syndication agent, J.P. Morgan Securities Inc., as sole arranger and
bookrunner, and JPMorgan Chase Bank, as administrative agent (the "New Credit
Agreement"). The New Credit Agreement provides up to $250.0 million and consists
of a $117.9 term loan facility and a $132.1 million multi-currency revolving
credit facility (the issuance of the Senior Secured Notes and the New Credit
Agreement are referred to herein as the "Refinancing Transactions").
Upon closing of the New Credit Agreement, the conditions to release of the
escrow were satisfied and the net proceeds from the offering of the Senior
Secured Notes were released to Products Corporation.
The New Credit Agreement is secured on a first-priority basis by, with certain
limited exceptions, Products Corporation's capital stock, substantially all of
Products Corporation's non-real property assets in the United States, Products
Corporation's facility in Oxford, North Carolina, the capital stock of Products
Corporation's domestic subsidiaries and 66% of the capital stock of Products
Corporation's first-tier foreign subsidiaries.
Products Corporation's obligations under the New Credit Agreement are guaranteed
by Revlon, Inc. and, subject to certain limited exceptions, Products
Corporation's domestic subsidiaries.
Products Corporation's obligations under the Senior Secured Notes are secured on
a second-priority basis by, with certain limited exceptions, Products
Corporation's capital stock, substantially all of Products Corporation's
non-real property assets in the United States, Products Corporation's facility
in Oxford, North Carolina, the capital stock of Products Corporation's domestic
subsidiaries and 66% of the capital stock of Products Corporation's first-tier
foreign subsidiaries.
2
Products Corporation's obligations under the Senior Secured Notes are guaranteed
by Revlon, Inc. and, subject to certain limited exceptions, Products
Corporation's domestic subsidiaries.
The net proceeds from the Senior Secured Notes and borrowings under the New
Credit Agreement were used by Products Corporation to repay outstanding
indebtedness under Products Corporation's old credit agreement and fees and
expenses of the Refinancing Transactions and the balance is available for
general corporate purposes.
The Senior Secured Notes have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements under the
Securities Act.
This current report shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the Senior Secured Notes in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
The registrant incorporates by reference in this current report on Form 8-K, the
following exhibits:
Exhibit 4.1 Second Amended and Restated Credit Agreement, dated as of
November 30, 2001, among Products Corporation, the
subsidiaries of Products Corporation parties thereto, the
lenders parties thereto, the Co-Agents parties thereto,
Citibank, N.A., as documentation agent, Lehman Commercial
Paper Inc., as syndication agent, J.P. Morgan Securities Inc.,
as sole arranger and bookrunner, and JPMorgan Chase Bank, as
administrative agent.(Incorporated by reference to Exhibit 4.1
to Products Corporation's November 30, 2001 Form 8-K).
Exhibit 4.2 Indenture, dated as of November 26, 2001, among Products
Corporation, the guarantors party thereto, including Revlon,
Inc. as parent guarantor, and Wilmington Trust Company, as
trustee. (Incorporated by reference to Exhibit 4.2 to Products
Corporation's November 30, 2001 Form 8-K).
Exhibit 99.1 Press Release dated November 30, 2001 announcing Products
Corporation's closing of the Refinancing Transactions.
(Incorporated by reference to Exhibit 99.1 to Products
Corporation's November 30, 2001 Form 8-K).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
The following exhibits are incorporated by reference in this report:
EXHIBIT NO. Description
4.1 Second Amended and Restated Credit Agreement, dated
as of November 30, 2001, among Products Corporation,
the subsidiaries of Products Corporation parties
thereto, the lenders parties thereto, the Co-Agents
parties thereto, Citibank, N.A., as documentation
agent, Lehman
3
Commercial Paper Inc., as syndication agent,
J.P. Morgan Securities Inc., as sole arranger
and bookrunner, and JPMorgan Chase Bank, as
administrative agent. (Incorporated by reference
to Exhibit 4.1 to Products Corporation's
November 30, 2001 Form 8-K).
4.2 Indenture, dated as of November 26, 2001, among
Products Corporation, the guarantors party thereto,
including Revlon, Inc. as parent guarantor, and
Wilmington Trust Company, as trustee. (Incorporated
by reference to Exhibit 4.2 to Products Corporation's
November 30, 2001 Form 8-K).
99.1 Press Release dated November 30, 2001 of Products
Corporation. (Incorporated by reference to Exhibit
99.1 to Products Corporation's November 30, 2001
Form 8-K).
4
SIGNATURES
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/ Laurence Winoker
Dated: November 30, 2001 ______________________________
Name: Laurence Winoker
Title: Senior Vice President,
Treasurer and Controller
5
REVLON, INC.
CURRENT REPORT ON FORM 8-K
REPORT DATED NOVEMBER 30, 2001
EXHIBIT INDEX
EXHIBIT NO. Description
4.1 Second Amended and Restated Credit Agreement, dated
as of November 30, 2001, among Products Corporation,
the subsidiaries of Products Corporation parties
thereto, the lenders parties thereto, the Co-Agents
parties thereto, Citibank, N.A., as documentation
agent, Lehman Commercial Paper Inc., as syndication
agent, J.P. Morgan Securities Inc., as sole arranger
and bookrunner, and JPMorgan Chase Bank, as
administrative agent. (Incorporated by reference to
Exhibit 4.1 to Products Corporation's
November 30, 2001 Form 8-K).
4.2 Indenture, dated as of November 26, 2001, among
Products Corporation, the guarantors party thereto,
including Revlon, Inc. as parent guarantor, and
Wilmington Trust Company, as trustee. (Incorporated
by reference to Exhibit 4.2 to Products Corporation's
November 30, 2001 Form 8-K).
99.1 Press Release dated November 30, 2001 of Products
Corporation. (Incorporated by reference to
Exhibit 99.1 to Products Corporation's
November 30, 2001 Form 8-K).