sctoviza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
REVLON, INC.
(Name of Subject Company (Issuer))
REVLON, INC.
(Name of Filing Person (Offeror))
Class A Common Stock, par value $0.01 per share
(Titles of Classes of Securities)
761525609
(CUSIP Numbers of Classes of Securities)
ROBERT K. KRETZMAN, ESQ.
EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES,
CHIEF LEGAL OFFICER AND GENERAL COUNSEL
REVLON, INC.
237 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 527-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person)
COPIES TO:
FRANKLIN M. GITTES, ESQ. AND ALAN C. MYERS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* |
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AMOUNT OF FILING FEE+ |
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$288,236,279
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$16,084 |
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Estimated for purposes of calculating
the amount of the filing fee only.
The amount assumes the exchange of
48,443,072 shares of Revlon, Inc.
(“Revlon”) Series A Preferred Stock,
par value $0.01 per share (“Series A
Preferred Stock”), for 48,443,072
shares of Revlon Class A Common
Stock, par value $0.01 per share
(“Class A Common Stock”). The amount
is estimated based upon the product
of (a) $5.95, which is the average of
the high and the low price per share
of the Class A Common Stock on
August 7, 2009, as reported on the
New York Stock Exchange and
(b) 48,443,072, representing the
number of shares outstanding as of
July 31, 2009. |
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The amount of the filing fee,
calculated in accordance with
Rule 0-11 under the Securities
Exchange Act of 1934, as amended, and
Fee Advisory # 5 for Fiscal Year
2009, issued March 11, 2009, equals
$55.80 per million dollars of the
transaction value. |
þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
Amount previously paid: $16,084
Filing party: Revlon, Inc.
Form or registration No.: Schedule TO
Date filed: August 10, 2009
o Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o Third-party tender offer subject to Rule 14d-1.
þ Issuer tender offer subject to Rule 13e-4.
þ Going-private transaction subject to Rule 13e-3.
o Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
TABLE OF CONTENTS
This Amendment No. 4 (“Amendment No. 4”) amends the Tender Offer Statement and Schedule 13E-3
Transaction Statement on Schedule TO filed on August 10, 2009, as amended by Amendment No. 1 to the
Tender Offer Statement and Schedule 13E-3 on Schedule TO filed on August 11, 2009, Amendment No. 2
to the Tender Offer Statement and Schedule 13E-3 on Schedule TO filed on August 19, 2009 and
Amendment No. 3 to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule
TO filed on August 27, 2009 (as amended from time to time, the “Schedule TO”), which relates to the
offer by Revlon, Inc., a Delaware corporation (together with its subsidiaries, “Revlon” or the
“Issuer”), to exchange (the “Exchange Offer”) each share of Revlon’s Class A common stock, par
value $0.01 per share (the “Class A Common Stock”), for one (1) share of Revlon’s newly issued
Series A preferred stock, par value $0.01 per share (the “Series A Preferred Stock”), from the
holders thereof (the “Holders”), upon the terms and subject to the conditions set forth in the
Offer to Exchange, dated August 10, 2009, as amended and restated on August 27, 2009 and September
3, 2009 (as amended and restated, the “Second Amended and Restated Offer to Exchange”), and in the
related Letter of Transmittal (“Letter of Transmittal”). A copy of the Second Amended and Restated
Offer to Exchange is filed as Exhibit (a)(1)(H) to the Schedule TO. A copy of the Letter of
Transmittal for is filed as Exhibit (a)(1)(B) to the Schedule TO.
Amendment to Offer to Exchange
The Offer to Exchange dated August 10, 2009 and attached as Exhibit (a)(1)(A) to the Schedule TO,
as amended by the Amended and Restated Offer to Exchange dated August 27, 2009 and attached as
Exhibit (a)(1)(G) to the Schedule TO is hereby amended in the form of the Second Amended and
Restated Offer to Exchange dated September 3, 2009 and is attached as Exhibit (a)(1)(H) to the
Schedule TO.
The information set forth in the Second Amended and Restated Offer to Exchange, and the related
Letter of Transmittal, is hereby incorporated by reference in answer to all items in this
Schedule TO, and is supplemented by the information specifically provided herein, except as
otherwise set forth below.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet,” “Certain Questions and Answers About the Exchange Offer,” “Terms of
the Exchange Offer,” “Special Factors,” “Material United States Federal Income Tax Considerations,”
“Selected Historical Financial and Operating Data,” “Description of Series A Preferred Stock,”
“Material Differences Between Class A Common Stock and Series A Preferred Stock,” “The Contribution
and Stockholder Agreement” and “Senior Subordinated Term Loan Agreement” is incorporated herein by
reference.
(b) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Special Factors—Reasons for the Board’s Position as to the Exchange Offer; Factors
Considered” and “Interests of Certain Persons in the Transactions” is incorporated herein by
reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet—Purpose of the Exchange Offer,” “Special Factors—Purpose of and Reasons
for the Exchange Offer” and “Special Factors—Alternatives to the Exchange Offer” is incorporated
herein by reference.
(b) The information set forth in the section of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet—Use of Proceeds” is incorporated herein by reference.
(c) The information set forth in the section of the Second Amended and Restated Offer to Exchange
titled “Special Factors—Certain Effects of the Exchange Offer” is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet—Financing” and “Terms of the Exchange Offer—Source of Funds” is
incorporated herein by reference.
(b) Not applicable.
(d) Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
(a),(b) The information set forth in the sections of the Second Amended and Restated Offer to
Exchange titled “Selected Historical and Unaudited Pro Forma Consolidated Financial Data” and
“Selected Historical Financial and Operating Data” and the financial statements and information
contained in the reports set forth in the section of the Second Amended and Restated Offer to
Exchange titled “Documents Incorporated by Reference” are incorporated herein by reference. A copy
of any or all of the documents containing such information and financial statements may be
inspected, and copies thereof obtained, upon written or oral request. Requests should be directed
to the Issuer’s Secretary, at Revlon, Inc., 237 Park Avenue, 14th floor, New York, New
York 10017, attention: Michael T. Sheehan (or via
email to michael.sheehan@revlon.com).
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) None.
(a)(2) None.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) The information set forth in the section of the Second Amended and Restated Offer to
Exchange titled “Stockholder and Derivative Litigation” is incorporated herein by reference.
(b) None.
ITEM 12. EXHIBITS.
The Exhibit Index attached hereto is incorporated by reference.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Schedule 13e-3 Item 1. Summary Term Sheet.
The information set forth in the section of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet” is incorporated herein by reference.
Schedule 13e-3 Item 2. Subject Company Information.
(a) The issuer of the securities subject to the Exchange Offer is Revlon, Inc., a Delaware
corporation. The Issuer’s executive offices are located at 237 Park Avenue, New York, New York
10017. The Issuer’s telephone number is (212) 527-4000.
(b) The subject security is the Issuer’s Class A Common Stock. As of July 31, 2009, 48,443,072
shares of Class A Common Stock were issued and outstanding.
(c) The information concerning the principal market in which the shares of Class A Common Stock are
traded and certain high and low sales prices for the shares of Class A Common Stock in the
principal market in which the shares of Class A Common Stock are traded is set forth in the section
of the Second Amended and Restated Offer to Exchange titled “Markets and Market Price,” which is
incorporated herein by reference.
(d) The information set forth in the section of the Second Amended and Restated Offer to Exchange
titled “Markets and Market Price” is incorporated herein by reference.
(e) None.
(f) None.
Schedule 13e-3 Item 3. Identity and Background of Filing Person.
(a) Revlon, Inc. is the filing person and the subject company. The business address and telephone
number of the Issuer are set forth under part (a) under the caption “Schedule 13e-3 Item 2. Subject
Company Information” in this Item 13 of this Schedule TO. The information regarding the directors
and executive officers of the Issuer is set forth in Annex D of the Second Amended and Restated
Offer to Exchange is incorporated herein by reference.
(b) Not applicable.
(c) The information regarding the directors and executive officers of the Issuer is set forth in
Annex D of the Second Amended and Restated Offer to Exchange, which is incorporated herein by
reference.
Schedule 13e-3 Item 4. Terms of the Transaction.
(a) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet,” “Certain Questions and Answers About the Exchange Offer,” “Terms of
the Exchange Offer,” “Special Factors,” “Material United States Federal Income Tax Considerations,”
“Selected Historical Financial and Operating Data,” “Anticipated Accounting Treatment,”
“Description of Series A Preferred Stock,” “Material Differences Between Class A Common Stock and
Series A Preferred Stock,” “The Contribution and Stockholder Agreement” and “Senior Subordinated
Term Loan Agreement” is incorporated herein by reference.
(c) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet,” “Certain Questions and Answers About the Exchange Offer” and “Special
Factors” is incorporated herein by reference.
(d) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet” and “Appraisal Rights” is incorporated herein by reference.
(e) None.
(f) Not applicable.
Schedule 13e-3 Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a),(b),(c) The information set forth in the sections of the Second Amended and Restated Offer to
Exchange titled “Special Factors—Background of the Transactions,” “Interests of Certain Persons in
the Transactions” and “Past Contacts, Transactions, Negotiations and Agreements” is incorporated
herein by reference.
(e) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Past Contacts, Transactions, Negotiations and Agreements,” “Interests of Certain Persons in
the Transactions,” “The Contribution and Stockholder Agreement” and “Senior Subordinated Term Loan
Amendment” is incorporated herein by reference.
Schedule 13e-3 Item 6. Purposes of the Transaction and Plans or Proposals.
(b) The information set forth in the section of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet—Use of Proceeds” is incorporated herein by reference.
(c)(1-8) The information set forth in the sections of the Second Amended and Restated Offer to
Exchange titled “Special Factors—Certain Effects of the Exchange Offer” and “Terms of the Exchange
Offer—Future Purchases” is incorporated herein by reference.
Schedule 13e-3 Item 7. Purposes, Alternatives, Reasons and Effects.
(a) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet—Purpose of the Exchange Offer” and “Special Factors—Purpose of and
Reasons for the Exchange Offer” is incorporated herein by reference.
(b) The information set forth in the section of the Second Amended and Restated Offer to Exchange
titled “Special Factors—Alternatives to the Exchange Offer” is incorporated herein by reference.
(c) The information set forth in the sections of the Second Amended and Restated Offer to
Exchange titled “Special Factors—Purpose of and Reasons for the Exchange Offer” and “Special
Factors—Reasons for the Board’s Position as to the Exchange Offer; Factors Considered” is
incorporated herein by reference.
(d) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet—Effect on Ownership Structure of Revlon,” “Summary Term Sheet—Interest
of the MacAndrews & Forbes Participants with Respect to the Exchange Offer,” “Interests of Certain
Persons in the Transactions—Interests of the MacAndrews & Forbes Participants in the Exchange
Offer,” “Special Factors—Certain Effects of the Exchange Offer” and “Material United States Federal
Income Tax Considerations” is incorporated herein by reference.
Schedule 13e-3 Item 8. Fairness of the Transaction.
(a) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet—No Board Recommendation,” “Special Factors—Position of Revlon as to the
Fairness of the Exchange Offer,” and “Special Factors—Preliminary Draft Report of Special
Committee’s Financial Advisor” is incorporated herein by reference.
(b) The information set forth in the section of the Second Amended and Restated Offer to Exchange
titled “Special Factors” is incorporated herein by reference.
(c) The transaction is structured so that the acceptance of the Exchange Offer by at least a
majority of the unaffiliated security holders is a condition to closing. The information set forth
in the sections of the Second Amended and Restated Offer to Exchange titled “Summary Term
Sheet—Conditions to the Exchange Offer” and “Terms of the Exchange Offer—Conditions to the Exchange
Offer” is incorporated herein by reference.
(d) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Special Factors—Background of the Transactions,” “Special Factors—Reasons for the Board’s
Position as to the Exchange Offer; Factors Considered,” “Special Factors—Position of Revlon as to
the Fairness of the Exchange Offer,” “Special Factors—Position of the MacAndrews & Forbes
Participants as to the Fairness of the Exchange Offer” and “Special Factors—Preliminary Draft
Report of Special Committee’s Financial Advisor” is incorporated herein by reference.
(e) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Special Factors—Background of the Transactions” and “Special Factors—Reasons for the
Board’s Position as to the Exchange Offer; Factors Considered” is incorporated herein by reference.
(f) None.
Schedule 13e-3 Item 9. Reports, Opinions, Appraisals and Negotiations.
(a),(b) The presentations attached to the Schedule TO as Exhibits (c)(1) and (c)(2) and the
information set forth in the section of the Second Amended and Restated Second Amended and Restated
Offer to Exchange titled “Special Factors—Preliminary Draft Report of Special Committee’s Financial
Advisor” and “Special Factors—Report of MacAndrews & Forbes’ Financial Advisor” are incorporated
herein by reference.
(c) The information set forth in the section of the Second Amended and Restated Offer to Exchange
titled “Where Stockholders Can Find More Information” is incorporated herein by reference.
Schedule 13e-3 Item 10. Source and Amounts of Funds or Other Consideration.
(a) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet—Financing” and “Terms of the Exchange Offer—Source of Funds” is
incorporated herein by reference.
(b) Not applicable.
(c) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet—Fees and Expenses” and “Terms of the Exchange Offer—Fees and Expenses”
is incorporated herein by reference.
(d) Not applicable.
Schedule 13e-3 Item 11. Interest in Securities of the Subject Company.
(a) The information set forth in the section of the Second Amended and Restated Offer to Exchange
titled “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by
reference.
(b) The information set forth in the section of the Second Amended and Restated Offer to Exchange
titled “Transactions in Revlon Common Stock” is incorporated herein by reference.
Schedule 13e-3 Item 12. The Solicitation or Recommendation.
(d) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Summary Term Sheet—No Board Recommendation” and “Summary Term Sheet—Interest of the
MacAndrews & Forbes Participants with Respect to the Exchange Offer,” the last paragraph of the
section of the Second Amended and Restated Offer to Exchange titled “Special Factors—Reasons for
the Board’s Position as to the Exchange Offer; Factors Considered” and the penultimate paragraph of
“Interests of Certain Persons in the Transactions—Interests of the MacAndrews & Forbes Participants
in the Exchange Offer” is incorporated herein by reference.
(e) The information set forth in the section of the Second Amended and Restated Offer to Exchange
titled “Terms of the Exchange Offer—No Recommendation” is incorporated herein by reference.
Schedule 13e-3 Item 13. Financial Statements.
(a),(b) The information set forth in the sections of the Second Amended and Restated Offer to
Exchange titled “Selected Historical and Unaudited Pro Forma Consolidated Financial Data” and
“Selected Historical Financial and Operating Data” and the financial statements and information
contained in the reports set forth in the section of the Second Amended and Restated Offer to
Exchange titled “Documents Incorporated by Reference” are incorporated herein by reference. A copy
of any or all of the documents containing such information and financial statements may be
inspected, and copies thereof obtained, upon written or oral request. Requests should be directed
to the Issuer’s Secretary, at Revlon, Inc., 237 Park Avenue, 14th Floor, New York, New
York 10017, attention: Michael T. Sheehan (or via email to michael.sheehan@revlon.com).
Schedule 13e-3 Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) None.
(b) The information set forth in the sections of the Second Amended and Restated Offer to Exchange
titled “Special Factors—Background of the Transactions” and “Interests of Certain Persons in the
Transactions” is incorporated herein by reference.
Schedule 13e-3 Item 15. Additional Information.
(b) None.
Schedule 13e-3 Item 16. Exhibits.
The Exhibit Index attached hereto is incorporated by reference.
SIGNATURE
Revlon, Inc. is filing this Amendment No. 4 to its combined Schedule TO and Schedule 13E-3. After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
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REVLON, INC. |
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By:
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/s/ Robert K. Kretzman, Esq.
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Name:
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Robert K. Kretzman, Esq. |
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Title:
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Executive Vice President, Human |
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Resources, Chief Legal Officer and |
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General Counsel |
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Date: September 3, 2009
The Exhibit Index of the Schedule TO is hereby amended and restated in its entirety as follows:
EXHIBIT INDEX
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| Exhibit No. |
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Description |
(a)(1)(A)
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Offer to Exchange, dated August 10, 2009. |
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(a)(1)(B)
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Letter of Transmittal, dated August 10, 2009. |
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(a)(1)(C)
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Notice of Guaranteed Delivery, dated August 10, 2009. |
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(a)(1)(D)
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Letter to Clients, dated August 10, 2009. |
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(a)(1)(E)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated
August 10, 2009. |
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(a)(1)(F)
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Letter to 401(k) Plan Participants, dated August 10, 2009. |
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(a)(1)(G)
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Amended and Restated Offer to Exchange, dated August 27, 2009 |
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(a)(1)(H)*
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Second Amended and Restated Offer to Exchange, dated September 3, 2009 |
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(a)(1)(I)*
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Letter to Stockholders of Revlon
from Alan T. Ennis, dated September 3, 2009 |
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(a)(5)(A)
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Press Release of Revlon, Inc., dated August 10, 2009. |
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(a)(5)(B)
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Mercier v. Perelman, et al., C.A. No. 4532-CC, Delaware Chancery Court (filed April 24, 2009). |
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(a)(5)(C)
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Jurkowitz v. Perelman, et al., C.A. No. 4557-CC, Delaware Chancery Court (filed May 1, 2009). |
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(a)(5)(D)
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Lefkowitz v. Revlon, et al., C.A. No. 4563-CC, Delaware Chancery Court (filed May 5, 2009). |
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(a)(5)(E)
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Heiser v. Revlon, et al., C.A. No. 4578-CC, Delaware Chancery Court (filed May 12, 2009). |
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(a)(5)(F)
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Sullivan v. Perelman, et al., No. 650257/2009, Supreme Court of the State of New York (filed
May 4, 2009). |
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(a)(5)(G)
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Revlon News Memorandum, dated August 10, 2009. |
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(a)(5)(H)
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Q&A for Employees, dated August 10, 2009. |
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(a)(5)(I)
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Summary of Key Terms for Use by Investment Professionals |
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(b)
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Not applicable. |
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(c)(1)
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Draft Presentation of Barclays Capital Inc., dated May 18, 2009. |
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(c)(2)
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Presentation of Gleacher Partners, LLC, dated July 2009. |
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(d)(1)*
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Form of Certificate of Designation of Series A Preferred Stock of Revlon, Inc. (incorporated
by reference to Annex A to Exhibit (a)(1)(H) hereto). |
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(d)(2)*
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Contribution and Stockholder Agreement, dated August 9, 2009, by and between Revlon, Inc. and
MacAndrews & Forbes Holdings Inc. (incorporated by reference to Annex B to Exhibit (a)(1)(H)
hereto). |
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(d)(3)*
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Amendment No. 2 to the Senior Subordinated Term Loan, dated August 9, 2009, by and between
Revlon Consumer Products Corporation and MacAndrews & Forbes Holdings Inc., as amended by
Amendment No. 3 to the Senior Subordinated Term Loan, dated August 27, 2009, by and between
Revlon Consumer Products Corporation and MacAndrews & Forbes Holdings Inc. (incorporated by
reference to Annex C-1 and Annex C-2 to Exhibit (a)(1)(H) hereto). |
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(d)(4)
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Form of Certificate of Amendment to the Restated Certificate of Incorporation of Revlon, Inc. |
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(d)(5)
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Form of Certificate of Amendment to the Restated Certificate of Incorporation of Revlon, Inc. |
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(f)*
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Section 262 of the General Corporation Law of the State of Delaware (incorporated by
reference to Annex E to
Exhibit (a)(1)(H) hereto). |
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(g)
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Not applicable. |
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(h)
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Not applicable. |