UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 8)

RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934

 

REVLON, INC.

(Name of the Issuer)

MACANDREWS & FORBES HOLDINGS INC.
RONALD O. PERELMAN
(Name of Person(s) Filing Statement)

Class A Common Stock, par value $0.01 per share
(Title of Classes of Securities)

761525609
(CUSIP Number of Classes of Securities)

BARRY F. SCHWARTZ
EXECUTIVE VICE CHAIRMAN AND CHIEF ADMINISTRATIVE OFFICER
MACANDREWS & FORBES HOLDINGS INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10065
(212) 572-8600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of the Filing Persons)

ADAM O. EMMERICH, ESQ. AND TREVOR S. NORWITZ, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000

This statement is filed in connection with (check the appropriate box):

a.		o		The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.		o		The filing of a registration statement under the Securities Act of 1934.
c.		þ		A tender offer.
d.		o		None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE

	TRANSACTION VALUATION*			AMOUNT OF FILING FEE+
	$288,236,279			$16,084

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

 

 

This Amendment No. 8 (“Amendment No. 8”) amends the Rule 13E-3 Transaction Statement on Schedule 13E-3 filed on behalf of MacAndrews & Forbes Holdings Inc., a Delaware corporation (“MacAndrews & Forbes”), and Ronald O. Perelman (together with MacAndrews & Forbes, the “MacAndrews & Forbes Participants”) on August 10, 2009, as amended by Amendment No. 1 to the Schedule 13E-3 filed on August 11, 2009, Amendment No. 2 to the Schedule 13E-3 filed on August 19, 2009, Amendment No. 3 to the Schedule 13E-3 filed on August 27, 2009, Amendment No. 4 to the Schedule 13E-3 filed on September 3, 2009, Amendment No. 5 to the Schedule 13E-3 filed on September 11, 2009, Amendment No. 6 to the Schedule 13E-3 filed on September 18, 2009 and Amendment No. 7 to the Schedule 13E-3 filed on September 24, 2009 (as amended from time to time, the “Schedule 13E-3”), 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, September 3, 2009 and September 24, 2009 (as amended and restated, the “Third Amended and Restated Offer to Exchange”), and in the related Amended and Restated Letter of Transmittal (“Letter of Transmittal”).

This Amendment No. 8 is filed solely for the following purposes: to announce the results of the Exchange Offer, to announce the expiration of the Exchange Offer and to supplement the Exhibit Index with additional exhibits.

Item 15 of the Schedule 13E-3 — Additional Information is hereby amended and supplemented by adding the following text thereto:

“Based on preliminary information from the Exchange Agent, as of 11:59 p.m., New York City time, on Wednesday, October 7, 2009, a total of 9,336,905 shares of Revlon Class A Common Stock were tendered pursuant to the Exchange Offer (including shares tendered pursuant to guaranteed delivery procedures). Revlon has issued to stockholders (other than MacAndrews & Forbes and its affiliates) the same number of shares of Revlon Series A Preferred Stock in exchange for each share of Revlon Class A Common Stock validly tendered for exchange. The Revlon Class A Common Stock exchanged in the Exchange Offer represented 46% of the shares of Revlon Class A Common Stock held by stockholders other than MacAndrews & Forbes and its affiliates.

On October 8, 2009, Revlon issued a press release announcing that it has accepted for exchange all validly tendered shares of Revlon Class A Common Stock. In conjunction with the consummation of the Exchange Offer, MacAndrews & Forbes contributed to Revlon $5.21 in principal amount of the Senior Subordinated Term Loan currently owed by RCPC to MacAndrews & Forbes for each share of Revlon Class A Common Stock exchanged in the Exchange Offer. For each share of Revlon Class A Common Stock exchanged in the Exchange Offer, Revlon issued to MacAndrews & Forbes one share of Revlon Class A Common Stock, or 9,336,905 shares of Class A Common Stock in the aggregate. Also, the amendments to the terms of the Senior Subordinated Term Loan between RCPC and MacAndrews & Forbes became effective, extending the maturity date of the portion of the loan not contributed to Revlon in connection with the Exchange Offer from August 2010 to October 8, 2014, changing the interest rate for such portion of the loan from 11% to 12% per annum, extending the maturity date of the portion of the loan contributed to Revlon in connection with the consummation of the Exchange Offer from August 2010 to October 8, 2013 and changing the interest rate for such portion of the loan from 11% to 12.75%.

The full text of the press release is attached as Exhibit (a)(5)(M) to this Schedule 13E-3 and is incorporated by reference to
Exhibit (a)(5)(M) of the Revlon’s Schedule TO/Schedule 13E-3 filed on October 8, 2009.”

SIGNATURE

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.

		MACANDREWS & FORBES HOLDINGS INC.
		By: Name:		/s/ Barry F. Schwartz   Barry F. Schwartz
		Title:		Executive Vice Chairman

Date: October 8, 2009

		By: Name:		/s/ Ronald O. Perelman   Ronald O. Perelman

Date: October 8, 2009

EXHIBIT INDEX

Exhibit No.		Description
(a)(1)(A)		Offer to Exchange, dated August 10, 2009 (incorporated by reference to Exhibit (a)(1)(A) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(1)(B)		Letter of Transmittal, dated August 10, 2009 (incorporated by reference to Exhibit (a)(1)(B) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(1)(C)		Notice of Guaranteed Delivery, dated August 10, 2009 (incorporated by reference to Exhibit (a)(1)(C) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(1)(D)		Letter to Clients, dated August 10, 2009 (incorporated by reference to Exhibit (a)(1)(D) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(1)(E)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 10, 2009 (incorporated by reference to Exhibit (a)(1)(E) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(1)(F)		Letter to 401(k) Plan Participants, dated August 10, 2009 (incorporated by reference to Exhibit (a)(1)(F) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(1)(G)		Amended and Restated Offer to Exchange, dated August 27, 2009 (incorporated by reference to Exhibit (a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 27, 2009).
(a)(1)(H)		Second Amended and Restated Offer to Exchange, dated September 3, 2009 (incorporated by reference to Exhibit (a)(1)(H) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 3, 2009).
(a)(1)(I)		Letter to Stockholders of Revlon from Alan T. Ennis, dated September 3, 2009 (incorporated by reference to Exhibit (a)(1)(I) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 3, 2009).
(a)(1)(J)		Third Amended and Restated Offer to Exchange, dated September 24, 2009 (incorporated by reference to Exhibit (a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009).
(a)(1)(K)		Amended and Restated Letter of Transmittal, dated September 24, 2009 (incorporated by reference to Exhibit (a)(1)(K) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009).
(a)(1)(L)		Amended and Restated Notice of Guaranteed Delivery, dated September 24, 2009 (incorporated by reference to Exhibit (a)(1)(L) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009).
(a)(1)(M)		Amended and Restated Letter to Clients, dated September 24, 2009 (incorporated by reference to Exhibit (a)(1)(M) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009).
(a)(1)(N)		Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated September 24, 2009 (incorporated by reference to Exhibit (a)(1)(N) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009).
(a)(1)(O)		Amended and Restated Letter to 401(k) Plan Participants, dated September 24, 2009 (incorporated by reference to Exhibit (a)(1)(O) of Revlon, Inc.’s Schedule TO/Schedule 13-3 filed on September 24, 2009).

Exhibit No.		Description
(a)(1)(P)		Letter to Stockholders of Revlon from Alan T. Ennis, dated September 24, 2009 (incorporated by reference to Exhibit (a)(1)(P) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009).
(a)(5)(A)		Press Release of Revlon, Inc., dated August 10, 2009 (incorporated by reference to Exhibit (a)(5)(A) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(5)(B)		Mercier v. Perelman, et al., C.A. No. 4532-CC, Delaware Chancery Court (filed April 24, 2009) (incorporated by reference to Exhibit (a)(5)(B) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(5)(C)		Jurkowitz v. Perelman, et al., C.A. No. 4557-CC, Delaware Chancery Court (filed May 1, 2009) (incorporated by reference to Exhibit (a)(5)(C) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(5)(D)		Lefkowitz v. Revlon, et al., C.A. No. 4563-CC, Delaware Chancery Court (filed May 5, 2009) (incorporated by reference to Exhibit (a)(5)(D) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(5)(E)		Heiser v. Revlon, et al., C.A. No. 4578-CC, Delaware Chancery Court (filed May 12, 2009) (incorporated by reference to Exhibit (a)(5)(E) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(5)(F)		Sullivan v. Perelman, et al., No. 650257/2009, Supreme Court of the State of New York (filed May 4, 2009) (incorporated by reference to Exhibit (a)(5)(F) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(5)(G)		Revlon News Memorandum, dated August 10, 2009 (incorporated by reference to Exhibit (a)(5)(G) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(a)(5)(H)		Q&A for Employees, dated August 10, 2009 (incorporated by reference to Exhibit (a)(5)(H) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 11, 2009).
(a)(5)(I)		Summary of Key Terms for Use by Investment Professionals (incorporated by reference to Exhibit (a)(5)(I) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 19, 2009).
(a)(5)(J)		Press Release of Revlon, Inc., dated September 11, 2009 (incorporated by reference to Exhibit (a)(5)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 11, 2009).
(a)(5)(K)		Press Release of Revlon, Inc., dated September 18, 2009 (incorporated by reference to Exhibit (a)(5)(K) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 18, 2009).
(a)(5)(L)		Press Release of Revlon, Inc., dated September 24, 2009 (incorporated by reference to Exhibit (a)(5)(L) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009).
(a)(5)(M)		Press Release of Revlon, Inc., dated October 8, 2009 (incorporated by reference to Exhibit (a)(5)(M) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on October 8, 2009).
(b)		Not applicable.
(c)(1)		Draft Presentation of Barclays Capital Inc., dated May 18, 2009 (incorporated by reference to Exhibit (c)(1) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).

Exhibit No.		Description
(c)(2)		Presentation of Gleacher Partners, LLC, dated July 2009 (incorporated by reference to Exhibit (c)(2) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(d)(2)		Contribution and Stockholder Agreement, dated August 9, 2009, by and between Revlon, Inc. and MacAndrews & Forbes Holdings Inc. (incorporated by reference to Annex B-1 to Exhibit (a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 3, 2009).
(d)(4)		Form of Certificate of Amendment to the Restated Certificate of Incorporation of Revlon, Inc. (incorporated by reference to Exhibit (d)(4) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(d)(5)		Form of Certificate of Amendment to the Restated Certificate of Incorporation of Revlon, Inc. (incorporated by reference to Exhibit (d)(5) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on August 10, 2009).
(d)(6)		Amendment No. 1 to the Contribution and Stockholder Agreement, dated September 23, 2009, by and between Revlon, Inc. and MacAndrews & Forbes Holdings Inc. (incorporated by reference to Annex B-2 to Exhibit (a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009).
(d)(7)		Amended and Restated Amendment No. 2 to the Senior Subordinated Term Loan Agreement, dated September 23, 2009, by and between Revlon Consumer Products Corporation and MacAndrews & Forbes Holdings Inc. (incorporated by reference to Annex C of Exhibit (a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009).
(d)(8)		Form of Certificate of Designation of Series A Preferred Stock of Revlon, Inc. (incorporated by reference to Annex A to Exhibit (a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009).
(d)(9)		Certificate of Designation of Series A Preferred Stock of Revlon, Inc., filed October 8, 2009 (incorporated by reference to Exhibit (d)(9) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on October 8, 2009).
(d)(10)		Certificate of Amendment to the Restated Certificate of Incorporation of Revlon, Inc., filed October 8, 2009 (incorporated by reference to Exhibit (d)(10) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on October 8, 2009).
(f)		Section 262 of the General Corporation Law of the State of Delaware (incorporated by reference to Annex E to Exhibit (a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed on September 24, 2009).
(g)		Not applicable.
(h)		Not applicable.