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 18, 2004 (February 18, 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 9. REGULATION FD DISCLOSURE
In connection with an Investor Conference held by Revlon, Inc. (the "Company")
on February 18, 2004, the Company disclosed certain material, non-public
information (the "Conference Information") to attendees of such conference. On
February 12, 2004, the Company issued a press release publicly announcing that
such conference would be held on February 18, 2004 from 8:00 A.M. to 11:00 A.M.
E.S.T. and that during the conference the Company's President and Chief
Executive Officer, Jack Stahl, and other members of senior management will be
discussing their views on the current state of the business and the strategic
outlook for the future. This press release also announced that access to the
Investors Conference would be available to the public via a virtual presentation
on the Company's website at www.revloninc.com and in fact the conference was
webcast in accordance with such press release.
The Conference Information provided at the Investor Conference included
management's forecasts, projections, estimates, objectives, vision, plans,
strategies, beliefs, destination, expectations, records and certain historical
information regarding the Company. Portions of the Conference Information were
prepared by the Company based upon, among other things, the anticipated future
results of operation of the Company after giving affect to the implementation of
various aspects of its strategic plan.
The Conference Information is divided into the following major components: (i)
the Company's long-term vision, referred to in the Conference Information as its
"Success Journey"; (ii) a long-term look at what the Company referred to in the
Conference Information as its "Destination Model", being the Company's longer
term target for various components of its income statement, including an
arithmetic application of the "Destination Model" margins to certain aspects of
the Company's 2004 plan profit and loss statement; (iii) a breakout of assumed
growth drivers of the Company's 2004 plan and the Company's estimates of its
financial performance during 2004, including gross sales, net sales, operating
income, and adjusted EBITDA; (iv) the "Basis of Presentation", "Guiding
Principles" and other assumptions regarding the Company's category, market share
and consumption growth; (v) the assumed potential margin improvements over time
from various "transformation initiatives", including improving in-store
merchandising, redesigning the Company's promotional process, reducing the
Company's cost of goods sold, improving the Company's product development
processes, introduction and lifecycle management, improving the Company's
international supply chain and improving market effective innovation which
entails strategic product development, marketing and advertising; (vi) the
Company's estimate of the impact of various key initiatives (value analysis,
packaging rationalization, direct sourcing, indirect sourcing, SKU
rationalization and demand/supply planning) on its 2003 financial performance
and on its plan for 2004 and 2005; (vii) the Company's estimate of the potential
impact of certain growth initiatives on its 2004 plan gross sales and operating
income for its international business and on gross sales for its North America
business; (viii) quantification of growth plan charges and estimated benefits;
and (ix) a reconciliation of adjusted EBITDA to reported adjusted EBITDA for
2000, 2001, 2002 and 2003, in each case with various adjustments.
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As certain financial information included within the
Conference Information consisted of non-GAAP amounts, such non-GAAP amounts are
reconciled to the Company's most directly comparable GAAP measures in the
accompanying financial tables beginning on page 31 et. seq. (the "Reconciliation
Information"). Such non-GAAP measures include Adjusted EBITDA (See "Basis of
Presentation") as well as ongoing operations. As stated in the "Basis of
Presentation", the Company believes that Adjusted EBITDA is useful in
understanding the financial operating performance and underlying strength of the
Company's business, excluding the effects of certain factors, including
gains/losses on foreign currency transactions, gains/losses on the sale of
assets, miscellaneous expenses and interest, taxes, depreciation, and
amortization, and thus the Company believes that Adjusted EBITDA is a financial
metric that can assist the Company and investors in assessing the Company's
financial operating performance and liquidity. Similarly, the Company believes
that information presented on an "ongoing operations" basis, which excludes the
disposition of brands and businesses, restructuring, additional consolidation
costs (primarily associated with the closing of the Company's Phoenix and Canada
facilities), executive severance and expenses related to the acceleration of
aspects of the implementation of the Company's stabilization and growth phase of
its plan, is useful to the Company and investors in understanding the Company's
financial operating performance and underlying strength of its business without
the impact of such items.
Statements made in the Conference Information which are not
historical are forward looking statements and are based on estimates,
objectives, vision, projections, forecasts, plans, strategies, beliefs,
destinations and expectations of Revlon's management, and thus are subject to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Revlon's actual results may differ materially from such forward looking
statements for a number of reasons, including, without limitation, those set
forth in Revlon's filings with the Securities and Exchange Commission, including
its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K.
A copy of the Conference Information is furnished herewith as
Exhibit 99.1.
Exhibit No. Description
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Exhibit 99.1 Conference Information and Reconciliation Information.
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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 18, 2004
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Conference Information and Reconciliation Information.
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