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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January 29, 2004 (January 28, 2004)
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Date of Report (Date of earliest event reported)
Revlon Consumer Products Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-59650 13-3662953
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
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 5. Other Events and Regulation FD Disclosure
$125 Million Senior Unsecured Multiple-Draw Term Loan Agreement
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On January 29, 2004, Revlon, Inc. ("Revlon") announced that Revlon
Consumer Products Corporation, its wholly-owned subsidiary ("Products
Corporation"), and MacAndrews & Forbes Holdings Inc. ("MacAndrews & Forbes"), a
corporation wholly owned by Ronald O. Perelman, entered into a $125 million
senior unsecured multiple-draw term loan agreement, a copy of which is attached
as Exhibit 10.22 to this report. A copy of the press release is attached as
Exhibit 99.1 to this report.
Amendment to Existing Credit Agreement
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On January 28, 2004, Products Corporation also entered into an
amendment of its existing credit agreement. The amendments included, among
other things, the waiver of compliance with the minimum cumulative EBITDA and
maximum leverage ratio covenants for the four fiscal quarters ended December
31, 2003, elimination of such covenants for the four fiscal quarters ending
March 31, 2004, June 30, 2004 and September 30, 2004 and a waiver of compliance
with such covenants for the four fiscal quarters ending December 31, 2004
expiring on January 31, 2005; an increase of 0.25% in applicable margins; the
continuation of the $20 million minimum liquidity covenant; and certain other
amendments to permit Revlon to guarantee certain classes of Products
Corporation's public indebtedness, if necessary, in order to permit Revlon to
commence a possible exchange of such indebtedness for common stock or other
equity securities of Revlon. A copy of the Third Amendment and Second Waiver
Agreement is attached as Exhibit 4.28 to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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Exhibit 10.22 Senior Unsecured Multiple-Draw Term Loan
Agreement, dated as of January 28, 2004, between
MacAndrews & Forbes Holdings Inc. and Revlon
Consumer Products Corporation.
Exhibit 4.28 Third Amendment and Second Waiver Agreement,
dated as of January 28, 2004, 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.
Exhibit 99.1 Press Release dated January 29, 2004
(incorporated by reference to Exhibit 99.1 of the
Current Report on Form 8-K of Revlon, Inc. filed
with the Securities and Exchange Commission on
January 29, 2004).
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 CONSUMER PRODUCTS CORPORATION
By: /s/ Robert K. Kretzman
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Robert K. Kretzman
Executive Vice President, General
Counsel and Chief Legal Officer
Date: January 29, 2004
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 10.22 Senior Unsecured Multiple-Draw Term Loan
Agreement, dated as of January 28, 2004, between
MacAndrews & Forbes Holdings Inc. and Revlon
Consumer Products Corporation.
Exhibit 4.28 Third Amendment and Second Waiver Agreement,
dated as of January 28, 2004, 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.
Exhibit 99.1 Press Release dated January 29, 2004
(incorporated by reference to Exhibit 99.1 of the
Current Report on Form 8-K of Revlon, Inc. filed
with the Securities and Exchange Commission on
January 29, 2004).