SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number 1-11178
REVLON, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3662955
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, NY 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 527-4000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act of 1934).
Yes No X
--- ---
As of September 30, 2002, 20,516,135 shares of Class A Common Stock and
31,250,000 shares of Class B Common Stock were outstanding. 11,650,000 shares of
Class A Common Stock and all of the shares of Class B Common Stock were held by
REV Holdings Inc. (which was subsequently converted into REV Holdings LLC, a
Delaware limited liability company), an indirect wholly-owned subsidiary of
Mafco Holdings Inc.
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EXPLANATORY NOTE
This Amendment No. 1 amends the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2002 by amending and restating Item 4
in its entirety to incorporate a small number of technical changes.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer (who
are its principal executive officer and principal financial officer,
respectively) have within 90 days prior to the filing date of this report (the
"Evaluation Date"), evaluated the effectiveness of the Company's disclosure
controls and procedures (as defined in Exchange Act Rule 13a-14(c) and
15d-14(c)). Based upon such evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that such disclosure controls and procedures
are effective to ensure that information required to be disclosed by the Company
in the reports filed or submitted by it under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and that such information is
accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding disclosure. The Company's Chief Executive Officer and Chief Financial
Officer have determined that there were no significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the Evaluation Date.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
99.1 Certification of Jack L. Stahl, Chief Executive Officer, dated April 25,
2003, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
99.2 Certification of Douglas H. Greeff, Chief Financial Officer, dated April
25, 2003, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
REVLON, INC.
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Registrant
By: /s/ Douglas H. Greeff By: /s/ Laurence Winoker
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Douglas H. Greeff Laurence Winoker
Executive Vice President Senior Vice President,
and Chief Financial Officer Corporate Controller and
Treasurer
Dated: April 25, 2003
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Certification of Jack L. Stahl, Chief Executive Officer, dated
April 25, 2003, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certification of Douglas H. Greeff, Chief Financial Officer,
dated April 25, 2003, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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REVLON, INC. AND SUBSIDIARIES
I, Jack L. Stahl, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Revlon, Inc. (the "Registrant"), as amended by
Amendment No. 1 to the quarterly report;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or
omit to state a material fact necessary to make the
statements made, in light of the circumstances under
which such statements were made, not misleading with
respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and
other financial information included in this
quarterly report, fairly present in all material
respects the financial condition, results of
operations and cash flows of the Registrant as of,
and for, the periods presented in this quarterly
report;
4. The Registrant's other certifying officer and I are
responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and have:
a) Designed such disclosure controls and procedures
to ensure that material information relating to
the Registrant, including its consolidated
subsidiaries, is made known to us by others
within those entities, particularly during the
period in which this quarterly report is being
prepared;
b) Evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our
conclusions about the effectiveness of the
disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to
the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons
performing the equivalent function):
a) All significant deficiencies in the design or
operation of internal controls which could
adversely affect the Registrant's ability to
record, process, summarize and report financial
data
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and have identified for the Registrant's
auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a
significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officer and I have
indicated in this quarterly report whether or not
there were significant changes in internal controls
or in other factors that could significantly affect
internal controls subsequent to the date of our most
recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
Date: April 25, 2003 /s/ Jack L. Stahl
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Name: Jack L. Stahl
Title: Chief Executive
Officer of Revlon, Inc.
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REVLON, INC. AND SUBSIDIARIES
I, Douglas H. Greeff, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Revlon, Inc. (the "Registrant"), as amended by
Amendment No. 1 to the quarterly report;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or
omit to state a material fact necessary to make the
statements made, in light of the circumstances under
which such statements were made, not misleading with
respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and
other financial information included in this
quarterly report, fairly present in all material
respects the financial condition, results of
operations and cash flows of the Registrant as of,
and for, the periods presented in this quarterly
report;
4. The Registrant's other certifying officer and I are
responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and have:
a) Designed such disclosure controls and procedures
to ensure that material information relating to
the Registrant, including its consolidated
subsidiaries, is made known to us by others
within those entities, particularly during the
period in which this quarterly report is being
prepared;
b) Evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our
conclusions about the effectiveness of the
disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to
the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons
performing the equivalent function):
a) All significant deficiencies in the design or
operation of internal controls which could
adversely affect the Registrant's ability to
record, process, summarize and report financial
data
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and have identified for the Registrant's
auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a
significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officer and I have
indicated in this quarterly report whether or not
there were significant changes in internal controls
or in other factors that could significantly affect
internal controls subsequent to the date of our most
recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
Date: April 25, 2003 /s/ Douglas H. Greeff
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Name: Douglas H. Greeff
Title: Chief Financial
Officer of Revlon, Inc.
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