UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 event reported):
March 23, 2006 (March 22, 2006)
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 Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
237 Park Avenue
New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
(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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
At the closing of the rights offering described in Item 7.01 below, Revlon,
Inc. ("Revlon") issued shares, in a private placement, to MacAndrews & Forbes
Holdings Inc. and its affiliates ("M&F").
The shares of Revlon's Class A common stock sold directly to M&F in the
previously-announced private placement from Revlon were not registered under the
Securities Act of 1933, as amended (the "Securities Act"). The shares were
issued to M&F, which is an accredited investor within the meaning of Rule 501 of
Regulation D, in reliance on exemptions from registration under Section 4(2) of
the Securities Act and Rule 506 of Regulation D promulgated thereunder.
Appropriate restrictive legends were affixed to the certificates representing
the shares of the Class A common stock sold to M&F in the private placement.
Item 7.01. Regulation FD Disclosure.
On March 23, 2006, Revlon issued a press release (the "Press Release")
announcing the successful completion of its previously-announced $110 million
rights offering. The Press Release also announced that, on April 21, 2006,
Revlon Consumer Products Corporation ("RCPC"), Revlon's wholly-owned operating
subsidiary, will redeem approximately $109.7 million aggregate principal amount
of its 8 5/8% Senior Subordinated Notes due 2008 (the "Notes").
A copy of the Press Release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
In connection with the previously-mentioned redemption, Revlon announced,
on March 23, 2006, that a copy of the irrevocable notice of redemption was
mailed on March 22, 2006 to the record holders of the Notes being redeemed by
U.S. Bank National Association, the trustee under the indenture governing
the Notes.
A copy of the notice of redemption is attached hereto as Exhibit 99.2 and
is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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99.1 Press Release dated March 23, 2006.
99.2 Notice of Redemption (incorporated by reference to
Exhibit 99.2 to the Current Report on Form 8-K of
Revlon Consumer Products Corporation, filed with the
Securities and Exchange Commission on March 23,
2006).
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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Name: Robert K. Kretzman
Title: Executive Vice President and
General Counsel
Date: March 23, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated March 23, 2006.
99.2 Notice of Redemption (incorporated by reference to
Exhibit 99.2 to the Current Report on Form 8-K of
Revlon Consumer Products Corporation, filed with the
Securities and Exchange Commission on March 23,
2006).