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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May 13, 2003 (May 13, 2003)
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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.)
625 Madison Avenue
New York, New York 10022
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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
Revlon, Inc. issued a press release on May 13, 2003 regarding the
announcement of the subscription price and other offering terms of its
previously announced rights offering, a copy of which is attached hereto as
Exhibit 99.1. This press release is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) and (b) Not Applicable.
(c) Exhibits
Exhibit No. Description
Exhibit 99.1 Press Release dated May 13, 2003.
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
Senior Vice President,
General Counsel and Secretary
Date: May 13, 2003
EXHIBIT INDEX
Exhibit No. Description
Exhibit 99.1 Press Release dated May 13, 2003.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
REVLON ANNOUNCES SUBSCRIPTION PRICE AND OFFERING TERMS FOR ITS RIGHTS OFFERING
NEW YORK, May 13, 2003 - Revlon, Inc. (NYSE: REV) today announced, in
conjunction with its previously-announced rights offering, the subscription
price and the number of shares of its Class A common stock or Class B common
stock required to be held on the record date in order to be entitled to
receive a subscription right, each of which will entitle the holder to
subscribe for one share of Class A common stock.
Pursuant to the rights offering, Revlon will distribute, at no charge, as of
the close of business on May 12, 2003 (the "Record Date"), one transferable
subscription right for each 2.9403 shares of Class A common stock or Class B
common stock held by each stockholder of record, subject to rounding down to
eliminate fractional rights. Each subscription right will enable rights
holders to purchase one share of Revlon's Class A common stock at a
subscription price of $2.84 per share. In addition, an over-subscription
privilege has been included pursuant to which each rights holder that
exercises its basic subscription privilege in full may also subscribe for
additional shares at the same subscription price of $2.84 per share, to the
extent that other rights holders do not exercise their subscription rights in
full. If an insufficient number of shares is available to fully satisfy the
over-subscription privilege requests, the available shares will be sold
pro-rata among subscription rights holders who exercised their
over-subscription privilege, based on the number of shares each subscription
rights holder subscribed for under the basic subscription privilege.
The proceeds of the rights offering will be used for general corporate
purposes, including to help fund a portion of the costs and expenses
associated with implementing the stabilization and growth phase of Revlon's
business plan, which involves increasing the effectiveness of advertising and
promotional spending, increasing the effectiveness of the Company's in-store
wall displays, discontinuing select products and adjusting prices on several
other products, further strengthening the new product development process, and
investing in training and development for Revlon employees.
The subscription rights are transferable. While Revlon cannot provide
assurances that a trading market will develop, the subscription rights are
expected to trade on the NYSE under the symbol "REV RT".
MacAndrews & Forbes Holdings Inc., Revlon's principal indirect stockholder,
which is wholly-owned by Ronald O. Perelman, has agreed not to exercise its
basic subscription privilege. Instead, it has agreed to purchase, in a private
placement directly from Revlon, the shares of the Class A common stock that it
would otherwise have been entitled to receive pursuant to its basic
subscription privilege in the rights offering (equal to approximately 83% of
the shares available for purchase under the subscription rights distributed in
the rights offering, or approximately $41.5 million). MacAndrews & Forbes has
also agreed not to exercise its over-subscription privilege in the rights
offering. However, if any shares remain following the exercise of the basic
subscription privilege and the over-subscription privilege by other rights
holders, MacAndrews & Forbes will back-stop the rights offering by purchasing,
in a private placement directly from Revlon, the remaining shares of Class A
common stock offered but not purchased by other rights holders (up to
approximately 17% of the shares offered in the rights offering, or an
additional approximate $8.5 million). As a result of this back-stop, Revlon is
assured of raising $50 million in gross proceeds through a combination of the
rights offering and the sale of shares, in a private placement, to MacAndews &
Forbes.
Revlon expects that rights offering materials, including a prospectus and the
subscription rights certificates, will be mailed on or about May 16, 2003, to
stockholders of record as of the Record Date. The prospectus will contain
important information about the rights offering. Stockholders are urged to
read the prospectus when it becomes available. Rights holders will have until
the expiration date of the rights offering to exercise or sell their
subscription rights. Revlon expects that the expiration date of the rights
offering will be on June 16, 2003, unless extended by Revlon.
ABOUT REVLON
Revlon is a worldwide cosmetics, skin care, fragrance, and personal care
products company. The Company's vision is to become the world's most dynamic
leader in global beauty and skin care. A website featuring current product and
promotional information can be reached at www.Revlon.com and www.Almay.com.
The Company's brands, which are sold worldwide, include REVLON(R), ALMAY(R),
ULTIMA(R), CHARLIE(R), FLEX(R), and MITCHUM(R).
INVESTOR RELATIONS CONTACT FOR REVLON: MEDIA CONTACT FOR REVLON:
MARIA A. SCEPPAGUERCIO CATHERINE FISHER
(212) 527-5230 (212) 527-5727
FORWARD-LOOKING STATEMENTS
Statements in this press release that are not historical facts, including
statements about the Company's plans, strategies, beliefs and expectations,
are forward-looking and subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements speak
only as of the date they are made, and except for the Company's ongoing
obligations under the U.S. federal securities laws, the Company undertakes no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise. Such forward-looking
statements include, without limitation, the Company's expectations and
estimates about future events, including the Company's expectations regarding
implementation of the stabilization and growth phase of its plan, the
consummation of the proposed rights offering and private placement, and the
use of proceeds from the rights offering and the private placement. Actual
results may differ materially from such forward-looking statements for a
number of reasons, including those set forth in the Company's filings with the
Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K
(which may be viewed on the SEC's website at http://www.sec.gov or on the
Company's website at http://www.revloninc.com), as well as reasons including
difficulties, delays in or the inability of the Company to implement the
stabilization and growth phase of its plan, to consummate the proposed rights
offering and private placement, and unexpected expenses and costs that could
affect Revlon's use of proceeds from the rights offering and the private
placement. Factors other than those listed above could cause the Company's
results to differ materially from expected results.