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 5, 2003 (February 5, 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
Investment by MacAndrews & Forbes and Rights Offering
On February 5, 2003, Revlon, Inc. ("Revlon") announced that its Board
of Directors, following the recommendations of a special committee of the Board,
approved the previously announced proposal from MacAndrews and Forbes Holdings
Inc. ("MacAndrews & Forbes"), a corporation wholly owned by Ronald O. Perelman,
to provide Revlon with up to $150 million in cash to help fund Revlon's growth
plan.
On February 5, 2003, Revlon and Revlon Consumer Products Corporation,
its wholly-owned subsidiary ("Products Corporation"), entered into an Investment
Agreement with MacAndrews & Forbes that provides, among other things, for the
investment by MacAndrews & Forbes in the form of (i) a $100 million senior
unsecured multiple-draw term loan to Products Corporation, (ii) a $50 million
advance to Revlon if needed prior to completion of the rights offering described
below through an investment in shares of a newly-issued class of non-voting,
non-dividend paying, non-convertible Series C preferred stock of Revlon that
would be redeemed upon consummation of the rights offering, (iii) a senior
unsecured supplemental line of credit, which provides Products Corporation with
up to $40 million in revolving loan commitment during 2003, increasing to up to
$65 million during 2004, and (iv) a commitment to participate on a pro-rata
basis with other Revlon common stockholders in the rights offering, an agreement
to waive its ability to exercise its over-subscription privilege and an
agreement to "back stop" the rights offering by purchasing all of the shares of
Revlon common stock not purchased by other stockholders in the rights offering.
A copy of the Investment Agreement, the Senior Unsecured Multiple-Draw Term Loan
Agreement and the Senior Unsecured Supplemental Line of Credit is attached as
Exhibits 2.1, 10.17 and 10.18, respectively, to this report.
In connection with the announcements described above, on February 5,
2003, Revlon announced that it will be undertaking a $50 million equity rights
offering (the "Rights Offering") that will allow stockholders to purchase
additional shares of Revlon's Class A common stock. Pursuant to the Rights
Offering, Revlon will distribute to each stockholder of record of its Class A
and Class B common stock, as of the close of business on a record date to be set
by the Board of Directors, at no charge, a pro rata number of transferable
subscription rights for each share of Class A and Class B common stock owned.
The subscription rights will enable the holders to purchase their pro rata
portion of such number of shares of Class A common stock equal to (a) $50
million divided by (b) the subscription price, which will be equal to the
greater of $2.30, representing 80% of the closing price per share of Revlon's
Class A common stock on the New York Stock Exchange ("NYSE") on January 30,
2003, and 80% of the closing price per share of Revlon's Class A common stock on
the NYSE on the record date of the Rights Offering. Such number may be adjusted
in an equitable manner to avoid fractional rights and/or shares of Class A
common stock and to ensure that the gross proceeds from the Rights Offering
equals $50 million. Pursuant to the over-subscription privilege, each rights
holder that exercises its basic subscription privilege in full may also
subscribe for
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additional shares at the same subscription price per share, to the extent that
other stockholders 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.
MacAndrews & Forbes has agreed to purchase its pro rata share of the
rights distributed in the rights offering and to not exercise its
over-subscription privilege. In addition, if any shares remain following the
exercise of the basic subscription privilege and the over-subscription privilege
by other right holders, MacAndrews & Forbes will back-stop the rights offering
by purchasing the remaining shares of Class A common stock offered.
Revlon anticipates that it will issue the rights and consummate the
rights offering in the second quarter of 2003.
A copy of the press release is attached as Exhibit 99.1 to this report
and is incorporated herein by reference.
Amendment to Existing Credit Agreement
On February 5, 2003, Products Corporation also entered into an
amendment of its existing credit agreement. The amendments included, among other
things, the elimination of the minimum cumulative EBITDA and leverage ratio
covenants for the first three quarters of 2003, a waiver of compliance with such
covenants for the fourth quarter of 2003 expiring on January 31, 2004, an
increase of 0.5% in applicable margins, the substitution of a new minimum
liquidity test through January 31, 2004 and certain other amendments to allow
for the investments by MacAndrews & Forbes described above and the proposed
rights offering to be undertaken by Revlon. The amendments also provide for a
waiver of the financial covenants, including the minimum cumulative EBITDA and
leverage ratio covenants, for the four quarters ended December 31, 2002.
A copy of the Second Amendment and First Waiver Agreement is attached
as Exhibit 10.19 to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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Exhibit 2.1 Investment Agreement, dated as of February 5, 2003,
among Revlon, Inc., Revlon Consumer Products
Corporation and MacAndrews & Forbes Holdings Inc.
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(incorporated by reference to Exhibit 2.1 of the
Current Report on Form 8-K of Revlon Consumer
Products Corporation filed with the Securities and
Exchange Commission on February 5, 2003 (the "RCPC
February Form 8-K")).
Exhibit 10.17 Senior Unsecured Multiple-Draw Term Loan Agreement,
dated as of February 5, 2003, between MacAndrews &
Forbes Holdings Inc. and Revlon Consumer Products
Corporation (incorporated by reference to Exhibit
10.17 to the RCPC February Form 8-K).
Exhibit 10.18 Senior Unsecured Supplemental Line of Credit
Agreement, dated as of February 5, 2003, between
MacAndrews & Forbes Holdings Inc. and Revlon Consumer
Products Corporation (incorporated by reference to
Exhibit 10.18 of the RCPC February Form 8-K).
Exhibit 10.19 Second Amendment and First Waiver Agreement, dated
as of February 5, 2003, among Revlon Consumer
Products Corporation, its subsidiaries parties
thereto, the lenders parties thereto, Citibank, N.A.,
as documentation agent, J.P. Morgan Securities Inc.,
as arranger, and JPMorgan Chase Bank, as
administrative agent (incorporated by reference to
Exhibit 10.19 of the RCPC February Form 8-K).
Exhibit 99.1 Press Release dated February 5, 2003.
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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
Senior Vice President, General
Counsel and Secretary
Date: February 5, 2003
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 2.1 Investment Agreement, dated as of February 5, 2003,
among Revlon, Inc., Revlon Consumer Products
Corporation and MacAndrews & Forbes Holdings Inc.
(incorporated by reference to Exhibit 2.1 of the
Current Report on Form 8-K of Revlon Consumer
Products Corporation filed with the Securities and
Exchange Commission on February 5, 2003 (the "RCPC
February Form 8-K")).
Exhibit 10.17 Senior Unsecured Multiple-Draw Term Loan Agreement,
dated as of February 5, 2003, between MacAndrews &
Forbes Holdings Inc. and Revlon Consumer Products
Corporation (incorporated by reference to Exhibit
10.17 to the RCPC February Form 8-K).
Exhibit 10.18 Senior Unsecured Supplemental Line of Credit
Agreement, dated as of February 5, 2003, between
MacAndrews & Forbes Holdings Inc. and Revlon Consumer
Products Corporation (incorporated by reference to
Exhibit 10.18 of the RCPC February Form 8-K).
Exhibit 10.19 Second Amendment and First Waiver Agreement, dated as
of February 5, 2003, among Revlon Consumer Products
Corporation, its subsidiaries parties thereto, the
lenders parties thereto, Citibank, N.A., as
documentation agent, J.P.
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Morgan Securities Inc., as arranger, and JPMorgan
Chase Bank, as administrative agent (incorporated by
reference to Exhibit 10.19 of the RCPC February Form
8-K).
Exhibit 99.1 Press Release dated February 5, 2003.
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