pre14c
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
(Rule 14c-101)
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
þ Preliminary
information statement
o Confidential,
for use of the Commission only (as permitted by
Rule 14c-5(d)(2))
o Definitive
information statement
REVLON, INC.
(Name of Registrant as Specified in
Its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14c-5(g)
and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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PRELIMINARY COPY — SUBJECT TO COMPLETION
NOTICE OF ACTION BY WRITTEN CONSENT
OF THE MAJORITY STOCKHOLDERS OF
AND
INFORMATION STATEMENT FOR
REVLON,
INC.
237 PARK AVENUE
NEW YORK, NEW YORK 10017
TO BE
EFFECTIVE ON [ • ], 2009
DATE FIRST MAILED TO STOCKHOLDERS: [ • ],
2009
WE ARE
NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
Dear Stockholder:
We hereby give you notice of, and this information statement is
being distributed in connection with, an action by written
consent (the “Written Consent”) of the majority
stockholders of Revlon, Inc., a Delaware corporation
(“Revlon,” “we,” “us,”
“our” or the “Company”), taken on
[ • ], 2009.
The matters upon which action by written consent of the majority
stockholders of Revlon (collectively, the “Proposals”)
was taken are:
(1) The issuance of up to 20,235,337 shares of our
Class A Common Stock, par value $0.01 per share
(“Class A Common Stock”), to
MacAndrews & Forbes Holdings Inc., a Delaware
corporation (“MacAndrews & Forbes” and such
issuance, the “Proposed Issuance”) in connection with
the transactions (the “Transactions”) described in the
Offer to Exchange mailed to our stockholders on
[ • ], 2009 (the “Offer to Exchange”),
including (i) the contribution by MacAndrews &
Forbes to the Company (the “Contribution”) of up to
$75 million of the aggregate outstanding principal amount
of the Senior Subordinated Term Loan between
MacAndrews & Forbes and Revlon Consumer Products
Corporation, a Delaware corporation and a wholly-owned
subsidiary of Revlon (“RCPC”), and (ii) the entry
(the “Amendment Approval”) into an amendment to the
Senior Subordinated Term Loan pursuant to which, among other
things, the interest rate will be increased from 11% to 12.75%
and the maturity date will be extended from August 1, 2010
to the fourth anniversary of the consummation of the Exchange
Offer described in the Offer to Exchange (the “Exchange
Offer”).
(2) In connection with the Transactions, an amendment to
our restated certificate of incorporation to increase the number
of authorized shares of our preferred stock from 20 million
to 50 million, as reflected in Annex A to this
information statement.
(3) An amendment to our restated certificate of
incorporation to clarify that the provision requiring that
holders of our Class A Common Stock and holders of our
Class B Common Stock, par value $0.01 per share (the
“Class B Common Stock”), receive the same
consideration in certain business combinations shall only apply
in connection with transactions involving third parties, as
reflected in Annex B to this information statement.
The Written Consent will be effective on [ • ],
2009, and, in the case of Proposals (1) and (2) above,
the effectiveness of the Written Consent is subject to our
consummation of all of the components of the Transactions. The
actions contemplated by Proposals (1) and (2) will
only occur if the Transactions are consummated, in which case
they will occur substantially simultaneously with the
consummation of the Transactions. The action contemplated by
Proposal (3) will occur as soon as practicable after the
effectiveness of the Written Consent. Please review this
information statement for a more complete description of these
matters.
This information statement is being furnished pursuant to the
requirements of
Rule 14c-2
of the Securities Exchange Act of 1934, as amended, to our
stockholders entitled to vote or give an authorization or
consent in regard to the Proposals and from whom proxy
authorization or consent is not solicited. Our Board of
Directors has fixed 5:00 p.m. on July 29, 2009 as the
record date for the determination of holders of Class A
Common Stock and Class B Common Stock entitled to notice of
the action by written consent. Your consent is not required and
is not being solicited in connection with this action. This
information statement is being furnished to our stockholders as
of the record date for informational purposes only. This
information statement also constitutes notice of corporate
action without a meeting by less than unanimous written consent
of our stockholders pursuant to Section 228(e) of the
Delaware General Corporation Law.
Our majority stockholders are MacAndrews & Forbes and
REV Holdings LLC, a Delaware limited liability company
(“REV Holdings”). MacAndrews & Forbes is
wholly owned by Ronald O. Perelman, the Chairman of our Board of
Directors. The REV Holdings membership interest is owned by its
sole member, Revlon Holdings LLC, a Delaware limited liability
company (“Revlon Holdings”), whose membership interest
in turn is owned indirectly by MacAndrews & Forbes.
Our principal executive offices are located at 237 Park Avenue,
New York, New York 10017, and our telephone number is
(212) 527-4000.
We urge you to read this information statement and the Offer to
Exchange carefully.
BY ORDER OF OUR BOARD OF DIRECTORS
Alan T. Ennis
President and Chief Executive Officer
New York, New York
[ • ], 2009
TABLE OF CONTENTS
CORPORATE
ACTION TAKEN
Approval
by Our Board of Directors
Our Board of Directors has determined that the Proposals are
advisable and in our best interests. On July 29, 2009, our
Board of Directors approved the Proposed Issuance and authorized
amendments (the “Amendments”) to our restated
certificate of incorporation (our “certificate of
incorporation”), subject to stockholder approval, to
(1) increase the number of authorized shares of our
preferred stock from 20 million to 50 million, as
reflected in the first article of Annex A to this
information statement and (2) clarify that the provision
requiring that holders of our Class A Common Stock and
holders of our Class B Common Stock receive the same
consideration in certain business combinations shall only apply
in connection with transactions involving third parties, as
reflected in the first article of Annex B to this
information statement.
Action by
Written Consent
On [ • ], 2009, MacAndrews & Forbes and
REV Holdings delivered to the Company an executed written
consent of stockholders approving each of the Proposals (the
“Written Consent”), in accordance with
Section 228 of the Delaware General Corporation Law (the
“DGCL”). Our Board of Directors has fixed
5:00 p.m. on July 29, 2009 (the “Record
Date”) as the record date for the determination of holders
of Revlon’s Class A Common Stock and Class B
Common Stock entitled to notice of the action by written
consent. As of the Record Date, MacAndrews & Forbes
beneficially owned all of the Company’s issued and
outstanding Class B Common Stock, approximately 58% of the
Company’s issued and outstanding shares of Class A
Common Stock and approximately 61% of the Company’s issued
and outstanding shares of Class A Common Stock and
Class B Common Stock combined, with such shares of
Class A Common Stock and Class B Common Stock together
representing approximately 75% of the combined voting power of
the Company’s Class A Common Stock and Class B
Common Stock.
ACTION BY
WRITTEN CONSENT; NO VOTE REQUIRED
As the Proposals have been duly authorized and approved by
the written consent of the holders of at least a majority of our
issued and outstanding voting securities, we are not seeking any
consent, authorization or proxy from you. Section 228
of the DGCL provides that the written consent of the holders of
outstanding shares of voting capital stock, having not less than
the minimum number of votes which would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, may be
substituted for a meeting. Approval by at least a majority of
the outstanding voting power of our shares of common stock
present and voting on the matter at a meeting would be required
to approve the Proposals, which approval has been duly secured
by written consent executed and delivered to us by
MacAndrews & Forbes, as noted above.
As of the Record Date, there were issued and outstanding:
(i) 48,443,072 shares of Class A Common Stock,
entitled to one vote per share, (ii) 3,125,000 shares
of Class B Common Stock, entitled to ten votes per share,
and (iii) no shares of preferred stock. On
[ • ], 2009, MacAndrews & Forbes and
REV Holdings owned, directly and indirectly,
28,207,735 shares, or approximately 58.2%, of our
Class A Common Stock, and all of the 3,125,000 shares
of our Class B Common Stock, with such shares of
Class A Common Stock and Class B Common Stock together
representing approximately 74.6% of the combined voting power of
the Company’s Class A Common Stock and Class B
Common Stock. Accordingly, the Written Consent executed by
MacAndrews & Forbes pursuant to DGCL Section 228
and delivered to us is sufficient to approve the Proposals and
no further stockholder vote or other action is required.
The General Corporation Law of the State of Delaware does not
provide for dissenters’ rights of appraisal in connection
with any of the Proposals.
1
NOTICE OF
ACTION BY WRITTEN CONSENT
Pursuant to Section 228(e) of the DGCL, we are required to
provide prompt notice of the taking of corporate action without
a meeting by less than unanimous written consent to those
stockholders who have not consented in writing to such action.
This information statement serves as the notice required by
Section 228(e) of the DGCL.
PROPOSAL NO. 1 —
APPROVAL OF THE PROPOSED ISSUANCE
We are proposing the issuance of up to 20,235,337 shares of
Class A Common Stock to MacAndrews & Forbes. The
exact number will depend on the number of shares tendered in the
Exchange Offer. No further stockholder authorization for this
issuance will be solicited.
The Proposed Issuance is being made in connection with the
Transactions. Upon the consummation of the Exchange Offer,
(i) MacAndrews & Forbes will contribute to Revlon
$3.71 of the aggregate outstanding principal amount of the loan
under the Senior Subordinated Term Loan (the “Senior
Subordinated Term Loan”) between MacAndrews &
Forbes and Revlon Consumer Products Corporation, a Delaware
corporation and a wholly-owned subsidiary of Revlon
(“RCPC”), for each share of Class A Common Stock
tendered for exchange in the Exchange Offer, and not withdrawn,
up to a maximum contribution of $75 million of the
aggregate outstanding principal amount of the Senior
Subordinated Term Loan, (ii) the maturity date of the
Senior Subordinated Term Loan Agreement will be extended from
August 1, 2010 to the fourth anniversary of the
consummation of the Exchange Offer, and the interest rate will
be changed from 11% to 12.75% per annum (we refer to this as the
“Senior Subordinated Term Loan Amendment”), and
(iii) Revlon will issue to MacAndrews & Forbes
one share of Class A Common Stock for each share of
Class A Common Stock tendered for exchange, and not
withdrawn, in the Exchange Offer. Holders of Class A Common
Stock are not entitled to any preemptive rights.
Our Class A Common Stock is listed on the New York Stock
Exchange (which we refer to as the “NYSE”) and, as a
result, we are subject to the rules of the NYSE.
Rule 312.03(b) of the rules of the NYSE requires an issuer
to obtain stockholder approval prior to the issuance of common
stock, or of securities convertible into or exercisable for
common stock, to (i) a director, officer or substantial
security holder of the company (an “NYSE Related
Party”), (ii) a subsidiary, affiliate or other
closely-related person of an NYSE Related Party or
(iii) any company or entity in which an NYSE Related Party
has a substantial direct or indirect interest, if the number of
shares of common stock to be issued, or if the number of shares
of common stock into which the securities may be convertible or
exercisable, exceeds either 1% of the number of shares of common
stock or 1% of the voting power outstanding before the issuance.
Rule 312.03(c) of the rules of the NYSE requires an issuer
to obtain stockholder approval prior to the issuance of common
stock, or of securities convertible into or exercisable for
common stock, in any transaction or series of related
transactions, if (i) the common stock has, or will have
upon issuance, voting power equal to or in excess of 20% of the
voting power outstanding before the issuance of such stock or of
securities convertible into or exercisable for common stock or
(ii) the number of shares of common stock to be issued is,
or will be upon issuance, equal to or in excess of 20% of the
number of shares of common stock outstanding before the issuance
of common stock or of securities convertible into or exercisable
for common stock.
The consummation of the Proposed Issuance will result in an
issuance to MacAndrews & Forbes of up to
20,235,337 shares of our Class A Common Stock,
constituting approximately 39.2% of the number of shares of
Class A Common Stock and Class B Common Stock and
approximately 25.4% of the combined voting power of the
outstanding shares of Class A Common Stock and Class B
Common Stock before giving effect to the Proposed Issuance. The
consummation of the Proposed Issuance would result in an
aggregate issuance by us to MacAndrews & Forbes of a
minimum of 10,117,669 shares of our Class A Common
Stock, or approximately 19.6% of the number of shares of
Class A Common Stock and Class B Common Stock of the
number of shares of common stock and approximately 12.7% of the
combined voting power of the outstanding shares of Class A
Common Stock and Class B Common Stock before giving effect
to the Proposed Issuance.
The Written Consent executed by MacAndrews & Forbes
pursuant to DGCL Section 228 and delivered to us is
sufficient to approve the Proposed Issuance and no further
stockholder vote or other action is required.
2
DILUTION
The holders of our Class A Common Stock will incur dilution
of their shares in connection with the consummation of the
Exchange Offer, since MacAndrews & Forbes will be
issued one share of Class A Common Stock for each share of
Class A Common Stock tendered for exchange in the Exchange
Offer.
PROPOSAL NO. 2 —
APPROVAL OF THE AMENDMENT OF OUR RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF OUR PREFERRED STOCK
Effective immediately prior to the consummation of the
Transactions, we are amending our certificate of incorporation
to increase the number of authorized shares of preferred stock
from 20 million to 50 million and, accordingly, to
increase the number of authorized shares of capital stock from
1,120,000,000 to 1,150,000,000. This amendment to our
certificate of incorporation is reflected in the first article
of Annex A to this information statement.
As of [ • ], 2009, there were no shares of
preferred stock issued and outstanding. In order to consummate
the Transactions, we expect to issue up to
20,235,337 shares of a newly issued Series A Preferred
Stock, par value $0.01 per share (the “Series A
Preferred Stock”), as MacAndrews & Forbes has
indicated to us that it will not be tendering its shares in the
Exchange Offer, because it is participating in the Exchange
Offer by other means. Each share of Class A Common Stock
tendered and not withdrawn in the Exchange Offer will be
exchanged for one (1) such share of Series A Preferred
Stock.
Accordingly, in order to ensure that we will have enough
authorized but unissued shares of our preferred stock for
issuance in the Exchange Offer and to thereafter permit us to
meet our business needs as they arise, our Board of Directors
believes it to be in our best interests to increase the number
of authorized shares of our preferred stock. The availability of
additional authorized shares of preferred stock will provide us
with greater flexibility to issue preferred stock for a variety
of corporate purposes, without the delay and expense associated
with convening a special stockholders’ meeting. These
purposes may include raising equity capital through public and
private offerings, funding potential acquisitions, adopting
additional stock plans or reserving additional shares for
issuance under existing plans. The proposed amendment to our
certificate of incorporation will make available the additional
authorized shares of preferred stock for issuance from time to
time at the discretion of our Board of Directors without further
action by the stockholders, except where stockholder approval is
required by law or NYSE requirement or to obtain favorable tax
treatment for certain employee benefit plans.
Except as described in this information statement and in the
Offer to Exchange, we have no current plans to issue any of the
authorized but unissued shares of our preferred stock. We have
not made the proposals in this information statement in response
to any effort to accumulate our stock or to obtain control of
the Company by means of a tender offer, merger or solicitation
in opposition to management. Please see the information
contained in the sections of the Offer to Exchange titled
“Special Factors — Purpose of and Reasons for the
Exchange Offer,” “Special Factors — Certain
Effects of the Exchange Offer,” “Description of
Series A Preferred Stock,” “Material Differences
Between Class A Common Stock and Series A Preferred
Stock” and “Terms of the Exchange Offer.”
PROPOSAL NO. 3 —
APPROVAL OF THE AMENDMENT OF OUR
RESTATED CERTIFICATE OF INCORPORATION TO CLARIFY THAT THE
PROVISION REQUIRING THAT HOLDERS OF OUR CLASS A COMMON
STOCK AND HOLDERS OF OUR CLASS B COMMON STOCK RECEIVE THE
SAME CONSIDERATION IN CERTAIN BUSINESS COMBINATIONS SHALL ONLY
APPLY IN CONNECTION WITH TRANSACTIONS
INVOLVING THIRD PARTIES.
Revlon’s certificate of incorporation provides that that
holders of our Class A Common Stock and holders of our
Class B Common Stock are entitled to receive the same
consideration in certain business combinations.
As soon as practicable after the effectiveness of this Consent,
we are amending our certificate of incorporation to clarify that
the provision requiring that holders of our Class A Common
Stock and holders of our Class B
3
Common Stock receive the same consideration in certain business
combinations shall only apply in connection with transactions
involving third parties. This amendment to our certificate of
incorporation is reflected in the first article of Annex B
to this information statement.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 31, 2009 (unless
otherwise noted), the number of shares of the Company’s
Common Stock beneficially owned, and the percent so owned, by
(i) each person known to the Company to be the beneficial
owner of more than 5% of the outstanding shares of Common Stock;
(ii) each director of the Company; (iii) the Chief
Executive Officer and each of the other Named Executive
Officers; and (iv) all directors and Named Executive
Officers of the Company as a group. The number of shares owned
are those beneficially owned, as determined under the applicable
rules of the SEC for the purposes of this information statement,
and such information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial
ownership includes any shares of common stock as to which a
person has sole or shared voting power or investment power and
any shares of common stock which the person has the right to
acquire within 60 days through the exercise of any option,
warrant or right, through conversion of any security or pursuant
to the automatic termination of a power of attorney or
revocation of a trust, discretionary account or similar
arrangement. Certain of the shares listed as beneficially owned
are pursuant to stock options which were all
“out-of-the-money”
as of such date.
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Amount and Nature of
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Beneficial Ownership
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(Class A Unless
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Name and Address of Beneficial Owner
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Otherwise Noted)
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Percentage of Class
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Ronald O. Perelman
35 E. 62nd St.
New York, NY 10065
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28,270,235(1)
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60.7% (Class A and
Class B combined)
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3,125,000(1)
(Class B)
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58.2% (Class A)
100% (Class B)
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FMR LLC
82 Devonshire Street
Boston MA 02109
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7,697,114(2)
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14.9% (Class A and
Class B combined)
15.9% (Class A)
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Alan S. Bernikow
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8,397(3)
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*
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Steven Berns
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—
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—
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Paul J. Bohan
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27,647(4)
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*
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Chris Elshaw
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35,818(5)
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Alan T. Ennis
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25,647(6)
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*
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Meyer Feldberg
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9,897(7)
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*
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Ann D. Jordan
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—
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—
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David L. Kennedy
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329,801(8)
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*
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Robert K. Kretzman
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165,209(9)
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Debra L. Lee
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2,500(10)
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Tamara Mellon
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—
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—
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Barry Schwartz
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22,014
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Kathi P. Seifert
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14,808(11)
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All Directors and Named Executive Officers as a Group
(14 Persons)
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28,911,973
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62.2% (Class A and
Class B Combined)
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3,125,000
(Class B)
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59.7% (Class A)
100% (Class B)
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Less than one percent. |
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Mr. Perelman beneficially owned, directly and indirectly
through MacAndrews & Forbes, as of July 31, 2009,
28,270,235 shares of Revlon Class A Common Stock
(including 20,166,143 shares beneficially owned by
MacAndrews & Forbes (of which 4,561,610 shares
are beneficially owned by a family member, with respect to which
shares MacAndrews & Forbes holds a voting proxy);
323,500 shares held directly by Mr. Perelman; |
4
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7,718,092 shares owned by RCH Holdings One Inc., a holding
company in which each of Mr. Perelman and The Ronald O.
Perelman 2008 Trust owned 50% of the shares; and
62,500 shares that Mr. Perelman could acquire under
vested stock options). Mr. Perelman, through
MacAndrews & Forbes, also beneficially owned, as of
July 31, 2009, all of the outstanding 3,125,000 shares
of Revlon Class B common stock, each of which is
convertible into one share of Class A Common Stock. Such
Common Stock share ownership represented approximately 58.2% of
the Class A Common Stock, approximately 60.7% of the
outstanding shares of Revlon’s Common Stock and
approximately 74.6% of the combined voting power of such shares
as of July 31, 2009. Shares of Class A Common
Stock and shares of intermediate holding companies between
Revlon and MacAndrews & Forbes are, and may from time
to time be, pledged to secure obligations of
MacAndrews & Forbes. A default under any of these
obligations that are secured by the pledged shares could cause a
foreclosure with respect to such shares of Class A Common
Stock or stock of intermediate holding companies. A foreclosure
upon any such shares of stock or dispositions of shares of
Class A Common Stock or stock of intermediate holding
companies beneficially owned by MacAndrews & Forbes
would not at this time constitute a “change of
control” under RCPC’s 2006 Credit Agreements, the
Senior Subordinated Term Loan or the indenture governing
RCPC’s
91/2% Senior
Notes. |
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(2) |
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Information based solely on a Schedule 13G/A, dated and
filed with the SEC on February 17, 2009, and reporting, as
of December 31, 2008, beneficial ownership by FMR LLC and
Edward C. Johnson 3d (the Chairman of FMR LLC), of
7,697,114 shares of Class A Common Stock
(collectively, the “Fidelity Owned Shares”),
including 1,156,517 shares with respect to which FMR LLC
has sole power to vote or direct the vote and
7,697,114 shares in total that FMR LLC has sole power to
dispose of or direct the disposition of. According to the
Schedule 13G/A, Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR LLC and an investment
adviser registered under Section 203 of the Investment
Advisers Act of 1940, was the beneficial owner of
6,113,349 shares of Class A Common Stock (which are
included in the total reported Fidelity Owned Shares) as a
result of acting as investment adviser to various investment
companies, one of which, Fidelity Advisors High Yield Fund, was
the beneficial owner of 4,464,520 shares of Class A
Common Stock (which are included in the total reported Fidelity
Owned Shares). The percentages of class represented by the
reported Fidelity Owned Shares reflect shares of Company Common
Stock outstanding as of December 31, 2008. |
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(3) |
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Includes 2,500 shares held directly by Mr. Bernikow
(representing formerly restricted shares that vested in
accordance with the terms of the award agreements) and
5,897 shares that Mr. Bernikow may acquire under
vested options, all of which options are
out-of-the-money. |
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(4) |
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Includes 22,500 shares held directly by Mr. Bohan
(including 2,500 formerly restricted shares that vested in
accordance with the terms of the award agreements and
20,000 shares that were purchased directly by
Mr. Bohan) and 5,147 shares that Mr. Bohan may
acquire under vested options, all of which options are
out-of-the-money. |
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(5) |
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Includes 11,618 shares held directly by Mr. Elshaw
(representing formerly restricted shares that vested in
accordance with the terms of the award agreements, net of shares
withheld for taxes) and 24,200 shares that Mr. Elshaw
may acquire under vested options, all of which options are
out-of-the-money. |
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(6) |
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Includes 23,647 shares held directly by Mr. Ennis
(including 13,647 formerly restricted shares that vested in
accordance with the terms of the award agreements, net of shares
withheld for taxes, and 10,000 shares that were purchased
directly by Mr. Ennis) and 2,000 shares that
Mr. Ennis may acquire under vested options, all of which
options are
out-of-the-money. |
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(7) |
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Includes 2,500 shares held directly by Mr. Feldberg
(representing formerly restricted shares that vested in
accordance with the terms of the award agreements) and
7,397 shares that Mr. Feldberg may acquire under
vested options, all of which options are
out-of-the-money. |
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(8) |
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Includes 127,001 shares held directly by Mr. Kennedy
(including 78,865 shares that were purchased directly by
Mr. Kennedy and 48,136 formerly restricted shares that
vested in accordance with the terms of the award agreements, net
of shares withheld for taxes), 20,000 shares purchased by
Mr. Kennedy through his Company 401(k) plan account, and
182,800 shares that Mr. Kennedy may acquire under
vested options, all of which options are
out-of-the-money. |
5
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(9) |
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Includes 49,209 shares held directly by Mr. Kretzman
(including 39,209 formerly restricted shares that vested in
accordance with the terms of the award agreements, net of shares
withheld for taxes, and 10,000 shares that were purchased
directly by Mr. Kretzman) and 116,000 shares that
Mr. Kretzman may acquire under vested options, all of which
options are
out-of-the-money. |
| |
|
(10) |
|
Includes 2,500 formerly restricted shares that vested in
accordance with the terms of the award agreements. |
| |
|
(11) |
|
Includes 12,308 shares that were purchased directly by
Ms. Seifert and 2,500 formerly restricted shares that
vested in accordance with the terms of the award agreements. |
CERTAIN
FINANCIAL AND OTHER INFORMATION
The Offer to Exchange contains financial and other information
about us. You are urged to read the Offer to Exchange carefully
and in its entirety.
INTERESTS
OF CERTAIN PERSONS IN OR IN OPPOSITION
TO MATTERS TO BE ACTED UPON
Interests
of Revlon Directors and Executive Officers in the Proposals and
the Exchange Offer
Revlon stockholders should be aware that certain executive
officers and directors of Revlon have interests in the Proposals
and the Exchange Offer that may be different from the interests
of Revlon stockholders generally. Our Board of Directors was
aware of these interests and considered them, among other
matters, in approving the Exchange Offer and the Proposals.
Currently, of the eleven directors of Revlon, three also serve
as directors
and/or
officers of MacAndrews & Forbes: Ronald O. Perelman,
David L. Kennedy and Barry F. Schwartz. These three individuals
and Alan Ennis, Revlon’s President and Chief Executive
Officer, recused themselves from the discussion and
consideration of, and vote on, the Exchange Offer at meetings of
Revlon’s Board of Directors. Please see the information
contained in the section of the Offer to Exchange titled
“Special Factors — Background of the
Transactions.”
Interests
of Revlon Executive Officers
Effects
of Exchange Offer on Existing Employment and Benefits
Arrangements
The transactions contemplated by the Exchange Offer will not
result in accelerated vesting or payment of benefits under
existing Revlon employment agreements or benefit plans,
including our equity-based incentive plans. Our executive
officers will not have any rights under the Exchange Offer other
than those afforded to other holders of Revlon Class A
Common Stock. Our executive officers will have the same rights
as other participants in our 401(k) plan with respect to any
shares of Class A Common Stock held by our 401(k) plan for
their accounts.
Our executive officers are not eligible to tender those shares
of Class A Common Stock that have not vested and remain
subject to restricted stock awards granted under the Third
Amended and Restated Revlon, Inc. Stock Plan (as amended and
restated), but they are eligible to tender any shares of
Class A Common Stock that have previously vested or which
by their terms become vested during the offering period. As of
the date hereof, our executive officers are eligible to tender
the following number of shares of Class A Common Stock in
the Exchange Offer: Mr. David L. Kennedy,
147,001 shares; Mr. Alan T. Ennis, 23,647 shares;
Mr. Chris Elshaw, 11,618 shares; and Mr. Robert
Kretzman, 49,209 shares.
Interests
of Revlon Directors
Certain members of our Board of Directors have the following
interests in the Exchange Offer and the Proposals.
Interests
of Directors Affiliated with MacAndrews &
Forbes
Certain members of our Board of Directors, namely
Messrs. Perelman, Kennedy and Schwartz, have, by virtue of
their affiliation with MacAndrews & Forbes, interests
in the Exchange Offer and the Proposals that are different from
the interests of Revlon stockholders generally. The interests of
MacAndrews & Forbes in the Exchange Offer
6
and the Proposals are described in the section of the Offer to
Exchange titled “Interests of Certain Persons in the
Exchange Offer — Interests of MacAndrews &
Forbes in the Exchange Offer.”
Indemnification
of Directors and Officers
Under Section 145 of the DGCL, a corporation may indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys’ fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding (i) if such person acted in good
faith and in a manner that such person reasonably believed to be
in or not opposed to the best interests of the corporation and
(ii) with respect to any criminal action or proceeding, if
he or she had no reasonable cause to believe such conduct was
unlawful. In actions brought by or in the right of the
corporation, a corporation may indemnify such person against
expenses (including, without limitation, attorneys’ fees)
actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such
person acted in good faith and in a manner that such person
reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may
be made in respect of any claim, issue or matter as to which
that person will have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such
action or suit was brought will determine upon application that,
despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which the Court of
Chancery or other such court will deem proper. To the extent
that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defending any
such action, suit or proceeding referred to above or any claim,
issue or matter therein, he or she is entitled to
indemnification for expenses (including, without limitation,
attorneys’ fees) actually and reasonably incurred by such
person in connection therewith. A corporation may pay expenses
(including, without limitation, attorneys’ fees) incurred
by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it will
ultimately be determined that such person is not entitled to be
indemnified by the corporation. Such expenses (including,
without limitation, attorneys’ fees) incurred by former
directors and officers or other employees and agents may be so
paid upon such terms and conditions, if any, as the corporation
deems appropriate. The indemnification and advancement of
expenses provided for or granted pursuant to Section 145 is
not exclusive of any other rights of indemnification or
advancement of expenses to which those seeking indemnification
or advancement of expenses may be entitled, and a corporation
may purchase and maintain insurance against liabilities asserted
against any former or current director, officer, employee or
agent of the corporation, or a person who is or was serving at
the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, whether or not the power to indemnify
is provided by the statute.
Article X of Revlon’s bylaws provides for
indemnification of the officers and directors of Revlon to the
fullest extent permitted by applicable law.
Section 8 of Article X of Revlon’s bylaws allows
Revlon to maintain director and officer liability insurance on
behalf of any person who is or was a director or officer of the
registrant, or such person who serves or served as a director,
officer, employee or agent, of another corporation, partnership
or other enterprise at the request of the registrant. The
indemnification and advancement of expenses will, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director or officer and will inure
to the benefit of the heirs, executors and administrators of
such a person.
Section 11 of Article X of Revlon’s bylaws
provides that except for proceedings to enforce rights to
indemnification, Revlon will not be obligated to indemnify any
director or officer of the registrant in connection with a
proceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized or consented to
by the Board of Directors of the registrant.
7
Pursuant to Section 102(b)(7) of the DGCL,
Article Fifth(4) of Revlon’s certificate of
incorporation provides that no director of the registrant will
be personally liable to the registrant or any of its
stockholders for monetary damages for breach of such
director’s fiduciary duty as a director, except for
liability (i) for any breach of the director’s duty of
loyalty to the registrant or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit.
Pursuant to Article Fifth(4) of Revlon’s certificate
of incorporation, any repeal or modification of
Article Fifth(4) by the stockholders of Revlon will not
adversely affect any right or protection of a director of the
registrant existing at the time of such repeal or modification
with respect to acts or omissions occurring prior to such repeal
or modification.
Interests
of MacAndrews & Forbes in the Exchange Offer
In connection with, and subject to consummation of, the Exchange
Offer, (1) MacAndrews & Forbes and RCPC will
amend the Senior Subordinated Term Loan to extend the maturity
date from August 1, 2010 to the fourth anniversary of the
consummation of the Exchange Offer and change the annual
interest rate from 11% to 12.75%,
(2) MacAndrews & Forbes will contribute $3.71 of
the aggregate outstanding principal amount of the Subordinated
Term Loan for each share of Class A Common Stock tendered
for exchange in the Exchange Offer, and not withdrawn, up to a
maximum contribution of $75 million of the aggregate
outstanding principal amount of the Subordinated Term Loan and
(3) Revlon will issue to MacAndrews & Forbes one
share of Class A Common Stock for each share of
Class A Common Stock tendered for exchange, and not
withdrawn, in the Exchange Offer. This arrangement is discussed
in detail in the section of the Offer to Exchange titled
“The Contribution and Stockholder Agreement.”
MacAndrews & Forbes, as holder of Revlon common stock
and as lender under the Senior Subordinated Term Loan has
various interests in certain arrangements and transactions to be
entered into in connection with, and subject to consummation of,
the Exchange Offer different from your interests as a
stockholder. These interests, which are described below, were
considered by the Board of Directors in their respective
decisions to approve the Proposals and the Exchange Offer.
As of the date of the Exchange Offer, MacAndrews &
Forbes owned approximately 58.2% of our Class A Common
Stock and 100% of our Class B Common Stock, together
representing approximately 60.7% of our combined outstanding
shares of common stock and approximately 74.6% of the combined
voting power of such shares as of such date and time. As a
result, MacAndrews & Forbes is able to elect the
entire Revlon Board of Directors and to control the vote on all
matters submitted to a vote of our stockholders.
MacAndrews & Forbes Holdings Inc. is wholly-owned by
Ronald O. Perelman, Chairman of the Revlon Board of Directors.
The more shares of Class A Common Stock that are tendered
into the Exchange Offer, the greater will be
MacAndrews & Forbes’ interest in our common stock
following the Exchange Offer because MacAndrews &
Forbes is not exchanging its shares of Common Stock in the
Exchange Offer and because Revlon will issue to
MacAndrews & Forbes one share of Class A Common
Stock for each share of Class A Common Stock tendered for
exchange, and not withdrawn, in the Exchange Offer. If all of
our outstanding shares of Class A Common Stock other than
those owned by MacAndrews & Forbes and its affiliates
are tendered into the Exchange Offer, then
MacAndrews & Forbes and its affiliates would own 100%
of our Common Stock following the Exchange Offer. For
illustrative examples of four scenarios that indicate the effect
that the Exchange Offer could have on MacAndrews &
Forbes’ relative percentage ownership of the number of our
outstanding shares and combined voting power, see the section of
the Offer to Exchange titled “Special Factors —
Certain Effects of the Exchange Offer — Effect on
Ownership Structure of Revlon.” In addition, if the
Exchange Offer is not consummated, MacAndrews & Forbes
will continue to be owed $107 million under the Senior
Subordinated Term Loan, which amount will be due on
August 1, 2010.
HOUSEHOLDING
OF STOCKHOLDER MATERIALS
Some banks, brokers and other nominee record holders may be
participating in the practice of “householding”
stockholder materials, such as proxy statements, information
statements and annual reports. This means that only one copy of
this information statement may have been sent to multiple
stockholders in your household. We will
8
promptly deliver a separate copy of this information statement
to you if you write or call us at the following address or
telephone number: Investor Relations Department, Revlon, Inc.,
237 Park Avenue, New York, New York 10017, telephone:
(212) 527-5230.
If you want to receive separate copies of stockholder materials
in the future, or if you are receiving multiple copies and would
like to receive only one copy for your household, you should
contact your bank, broker, or other nominee record holder, or
you may contact us at the above address or telephone number.
WHERE YOU
CAN FIND MORE INFORMATION
We file reports and other information with the SEC in accordance
with the Exchange Act. Such reports and other information
(including, without limitation, the documents incorporated by
reference into this information statement and into the Offer to
Exchange) may be inspected and copied at the Public Reference
Room of the SEC at 100 F Street, NE, Washington, DC
20549. Copies of such material can also be obtained at
prescribed rates from the Public Reference Room of the SEC at
its Washington address. The SEC also maintains a website
(http://www.sec.gov)
that contains reports, proxy statements and other information
regarding companies like Revlon that file electronically with
the SEC. For your convenience, please note that current
electronic printable copies of the Company’s Annual Report
on
Form 10-K
and Quarterly Reports on
Form 10-Q,
as well as a copy of this information statement and the Offer to
Exchange, are also available on the Company’s website at
www.revloninc.com, under the heading “SEC Filings,” as
well as the SEC’s website at www.sec.gov through the
Filings and Forms (EDGAR) pages. In addition, electronic
printable copies of the Corporate Governance Guidelines, Board
Guidelines for Assessing Director Independence, Code of Business
Conduct, Audit Committee Pre-Approval Policy and the current
charters of the Audit Committee, Compensation and Stock Plan
Committee and Nominating and Corporate Governance Committee are
available on the Company’s website at www.revloninc.com,
under the heading “Corporate Governance.” Any person
wishing to receive an electronic copy of Revlon’s 2008
Form 10-K,
without charge, may send an email making such a request and
including a return email address to michael.sheehan@revlon.com
(note that the Company’s ability to respond may be subject
to file size limitations imposed by Internet service providers
and e-mail
services).
The Company will provide stockholders with a copy of its Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2008 filed with the
SEC on February 25, 2009, including, without limitation,
financial statements and financial statement schedules, and any
Quarterly Reports on
Form 10-Q
filed thereafter, as well as copies of the Corporate Governance
Guidelines, Board Guidelines for Assessing Director
Independence, Code of Business Conduct, Audit Committee
Pre-Approval Policy and the current charters of the Audit
Committee, Compensation and Stock Plan Committee and Nominating
and Corporate Governance Committee, without charge, upon written
request to the Company’s Secretary, at Revlon, Inc., 237
Park Avenue, 14th Floor, New York, NY 10017, attention:
Michael T. Sheehan (or via email to michael.sheehan@revlon.com ).
DOCUMENTS
INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” into
this information statement information that we have filed with
the SEC, which means important information may be disclosed to
you by referring you to another document filed separately with
the SEC. The information incorporated by reference is considered
to be part of this information statement. All documents filed
(but not “furnished”) by Revlon under
section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date hereof and before the consummation of the Exchange
Offer are incorporated by reference into and are a part of this
information statement from the date of filing of each such
document. The following documents we filed with the SEC are
incorporated herein by reference and will be deemed to be a part
hereof:
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•
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our Tender Offer Statement on Schedule TO, including the
Offer to Exchange, filed on August 10, 2009;
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•
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our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008;
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•
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our Quarterly Report on
Form 10-Q
for the fiscal quarter ended June 30, 2009; and
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•
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our Current Report on
Form 8-K
filed on [ • ], 2009.
|
Any statement contained herein or contained in a document
incorporated or deemed to be incorporated by reference herein
will be deemed to be modified or superseded for purposes of this
information statement to the extent that a statement contained
herein modifies or supersedes such statement. Any statement so
modified or
9
superseded will not be deemed, except as so modified or
superseded, to constitute a part of this information statement.
Statements contained in this information statement as to the
contents of any contract or other document referred to in this
information statement do not purport to be complete and, where
reference is made to the particular provisions of such contract
or other document, such provisions are qualified in all respects
to all of the provisions of such contract or other document.
We will provide without charge, upon written or oral request, a
copy of any or all of the documents that are incorporated by
reference into this information statement, including the Offer
to Exchange and a copy of any or all other contracts or
documents which are referred to in this information statement.
Requests should be directed to the Company’s Secretary, at
Revlon, Inc., 237 Park Avenue, 14th Floor, New York, NY
10017, attention: Michael T. Sheehan (or via email to
michael.sheehan@revlon.com).
10
ANNEX A
CERTIFICATE
OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
REVLON, INC.
Pursuant
to Sections 228 and 242 of the General Corporation Law of
the State of Delaware
REVLON, INC., a corporation organized and existing under and by
virtue of the provisions of the General Corporation Law of the
State of Delaware (the “Company”), does hereby certify
as follows:
FIRST: That Article FOURTH of the
Company’s Restated Certificate of Incorporation is hereby
amended by deleting the preamble therefrom and substituting the
following in lieu thereof:
“Authorized Capital Stock. The Corporation is authorized to
issue 1,150,000,000 shares of capital stock, of which
900,000,000 shares shall be shares of Class A Common
Stock, $.01 par value (“Class A Common
Stock”), 200,000,000 shares shall be shares of
Class B Common Stock, $.01 par value
(“Class B Common Stock” and, together with the
Class A Common Stock, the “Common Stock”), and
50,000,000 shares shall be shares of Preferred Stock,
$.01 par value (“Preferred Stock”).”
SECOND: That the foregoing amendment was duly
adopted by written consent of the stockholders in accordance
with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be duly executed in its corporate name
this day
of ,
2009.
REVLON, INC.
Name:
Title:
A-1
ANNEX B
CERTIFICATE
OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
REVLON, INC.
Pursuant
to Sections 228 and 242 of the General Corporation Law of
the State of Delaware
REVLON, INC., a corporation organized and existing under and by
virtue of the provisions of the General Corporation Law of the
State of Delaware (the “Company”), does hereby certify
as follows:
FIRST: That Article FOURTH of the
Company’s Restated Certificate of Incorporation is hereby
amended by deleting Section (a)(4) therefrom and substituting
the following in lieu thereof:
‘‘(4) Mergers, etc. In the event of any corporate
merger, consolidation, purchase or acquisition of property or
stock, or other reorganization, in each case with a third party
that is not (and was not at the commencement of such transaction
or any related transaction) an affiliate of the Company, in
which any consideration is to be received by the holders of
shares of Class A Common Stock or the holders of shares of
Class B Common Stock, the holders of shares of Class A
Common Stock and the holders of shares of Class B Common
Stock shall receive the same consideration on a per share basis;
provided that, if such consideration shall consist in any part
of voting securities (or of options or warrants to purchase, or
of securities convertible into or exchangeable for, voting
securities), the holders of shares of Class B Common Stock
may receive, on a per share basis, voting securities with ten
(10) times the number of votes per share as those voting
securities to be received by the holders of shares of
Class A Common Stock (or options or warrants to purchase,
or securities convertible into or exchangeable for, voting
securities with ten (10) times the number of votes per
share as those voting securities issuable upon exercise of the
options or warrants to be received by the holders of the shares
of Class A Common Stock, or into which the convertible or
exchangeable securities to be received by the holders of the
shares of Class A Common Stock may be converted or
exchanged); and provided, further, for the avoidance of doubt,
that this clause (4) is not applicable to a transaction
pursuant to which MacAndrews & Forbes Holdings Inc. or
its affiliates do not sell or otherwise dispose of their
interests but acquire or cause to be acquired the interests of
the remaining common stockholders of the Company (other than
transfers amount MacAndrews & Forbes Holdings Inc. or
any of its affiliates).”
SECOND: That the foregoing amendment was duly
adopted by written consent of the stockholders in accordance
with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be duly executed in its corporate name
this day
of ,
2009.
REVLON, INC.
Name:
Title:
B-1