Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2.
below):
Item 7.01 Regulation
FD Disclosure
In connection with a presentation by senior
management of Revlon, Inc. (the "Company") at
an Investor Conference to be held on September 8, 2004, the Company is
disclosing certain material, non-public information (the
"Conference Information"). On August 31,
2004, the Company issued a press release publicly announcing that such
conference would be held on September 8, 2004 at 3:00 P.M. E.D.T and
that during such conference the Company's President and Chief
Executive Officer, Jack L. Stahl, and Executive Vice President and
Chief Marketing Officer, Stephanie Peponis, would provide an update on
the Company's business progress and strategies. The
Company's Executive Vice President and Chief Financial Officer,
Thomas E. McGuire, also presented at the conference. The press release
also announced that access to the Investor Conference would
simultaneously be available to the public via a live webcast on the
Company's website at www.revloninc.com.
The Conference
Information includes certain forecasts, projections, estimates,
objectives, vision, plans, strategies, beliefs, intent, opportunities,
drivers, destination, expectations, records as well as certain
historical information regarding the Company. Portions of the
Conference Information were prepared by the Company based upon, among
other things, the anticipated future results of operation of the
Company after giving effect to the implementation of various aspects of
its strategic plan.
The Conference Information is divided into
the following major components: (i) Company Overview; (ii) Business
Progress to Date; and (iii) Opportunities Ahead to Create Long-Term
Value, including a breakdown of steps the Company is taking that are
intended to enhance profit margins.
As certain financial
information included within the Conference Information consists of
non-GAAP amounts, such non-GAAP amounts are reconciled to the most
directly comparable GAAP measures in the accompanying financial tables
(the "Reconciliation Information"). Such
non-GAAP measures include Adjusted EBITDA (see "Basis of
Presentation"), gross sales and ongoing operations. As
stated in the "Basis of Presentation", the
Company believes that Adjusted EBITDA is useful in understanding the
financial operating performance and underlying strength of its
business, excluding the effects of certain factors, including
gains/losses on foreign currency transactions, gains/losses on the sale
of assets, gains/losses on the extinguishment of debt, miscellaneous
expenses and interest, taxes, depreciation, and amortization, and thus
the Company believes that Adjusted EBITDA is a financial metric that
can assist the Company's management and investors in assessing
its financial operating performance and liquidity. Similarly, the
Company believes that information presented on an "ongoing
operations" basis, which excludes the disposition of
brands and businesses, restructuring, additional consolidation costs
(primarily associated with the closing of the Company's Phoenix
and Canada facilities), executive severance and expenses related to the
acceleration of aspects of the implementation of the Company's
stabilization and growth phase of its plan, is useful to the
Company's management and investors in understanding its financial
operating performance and underlying strength of its business without
the impact of such items.
Statements made in the Conference
Information which are not historical are forward-looking statements and
are based on estimates, objectives, vision, projections, forecasts,
plans, strategies, beliefs, intent, opportunities, drivers,
destinations and expectations of the Company's management, and
thus are subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual
results may differ materially from such forward-looking statements. The
forward-looking statements in the Conference Information include,
without limitation, the Company's expectations and estimates
(whether qualitative or quantitative) as to:
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(i)
|
the Company being positioned for growth,
including that it has experienced significant growth and profitability
improvements and has future growth and margin opportunities, as well as
the Company's plans regarding the continued growth momentum and
accelerated growth phases of its plan, including its objectives of
accelerating top-line growth and significantly improving margins; |
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(ii) |
the Company's belief that
its International business represents an excellent growth opportunity
moving forward and that it is optimizing its fixed cost structure in
Europe and Latin America, including its supply chain; |
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(iii) |
future
U.S. mass color cosmetics category growth and market share trends,
including the Company's expectation that the U.S. mass color
cosmetics category will grow less than 1% in 2004; |
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(iv) |
the Company's future
financial performance, including its forecasted net sales of
approximately $1.335 - $1.350 billion, operating income of
approximately $90 million and Adjusted EBITDA of approximately $190
million for 2004, and its belief that its plan is proving effective,
that it has strengthened its organizational capability and enhanced
in-store execution and that the Company has strengthened its
relationships with its key retailers in the U.S.; |
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(v) |
the Company's plans to
undertake a $110 million equity offering by March 2006 and to use the
proceeds to reduce debt, the timing of the transaction and the impact
of such transaction on the Company's financial performance; |
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(vi) |
the Company's plans with
respect to the implementation of its Margin Transformation Initiatives,
such as COGS reduction and indirect sourcing, promotion redesign and
product life cycle management, and the Company's forecasted
savings from such initiatives, including the Company's objective
that it will achieve a 10 point margin improvement over 3 to 5 years
beginning in 2004, as well as the Company's belief that it has
made systemic business improvements, with 2004 forecasted to build on
the momentum established in 2003; |
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(vii) |
the Company's
"Destination Model", including the
Company's belief that it has a significant revenue growth
opportunity and the Company's objective that it will achieve a 10
margin point improvement over 3 to 5 years beginning in 2004, and the
detailed components of the "Destination
Model;" |
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(viii) |
the
effects of certain top-line and bottom-line drivers on the
Company's business and financial performance and the detailed
components of such top-line and bottom-line drivers, including its
expectation that it will grow U.S. color cosmetics category and share;
that it will develop other U.S. businesses; that it will leverage
licensing opportunities; that it will drive International growth
opportunities; that it will implement Margin Transformation
Initiatives; that it will continue to implement cost disciplines across
the organization; and that it will create fixed-cost leverage via
top-line growth; |
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(ix) |
the Company's
plans to improve the effectiveness of its advertising, including that
it is expected to drive Revlon brand equity and stimulate the category
in mass color cosmetics; |
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(x) |
the
Company's belief that the new Revlon spokesmodels will improve
the Company's reach and brand positioning; |
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(xi) |
the Company's plans to
introduce new products and further strengthen its new product
development and implementation process, intended to drive innovation
and profitability, and the Company's belief that its 2005 new
product line-up is expected to be its strongest in years; and |
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(xii) |
the Company's plans to leverage
licensing opportunities, including by broadening its licensing business
and to drive international growth opportunities, and the details
regarding those opportunities. |
A number of important factors
could cause the actual results to differ materially from those
contained in any forward-looking statement. In addition to factors that
may be described in the Company's filings with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for 2003,
Quarterly Reports on Form 10-Q for 2004 and Current Reports on Form 8-K
for 2004, the following factors, among others, could cause the
Company's actual results to differ materially from those
expressed in any forward-looking statement:
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(i)
|
less than expected growth from the
Company's continued growth momentum phase and accelerated growth
phase of its plan, or the inability of the Company to achieve
improvements in sales and/or profit margins; |
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(ii) |
less than expected growth in the
International business, or difficulties or delays impacting the ability
of, or the inability of, the International business to optimize its
fixed cost structure in Europe and Latin America; |
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(iii) |
less than
expected U.S. mass color cosmetics category growth and/or unanticipated
market share trends; |
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(iv) |
circumstances
affecting the Company's future financial performance and the
effectiveness of its plan, including decreased consumer spending in
response to weak economic conditions or weakness in the category,
changes in consumer shopping patterns or preferences, such as reduced
consumer demand for the Company's color cosmetics and other
current products, and actions by the Company's competitors,
including business combinations, technological breakthroughs, new
product offerings, promotional spending and marketing and promotional
successes, including increases in market share; |
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(v) |
difficulties, delays or the inability of
the Company to undertake a $110 million equity offering by March 2006
and to use the proceeds to reduce debt; |
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(vi) |
difficulties, delays or unanticipated
costs associated with completing projects associated with the
Company's plan to implement Margin Transformation Initiatives, or
less than expected savings and/or profit margin improvements from such
initiatives; |
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(vii) |
difficulties, delays or
unanticipated costs associated with implementing elements of the
Company's "Destination Model;" |
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(viii) |
unanticipated circumstances impacting,
or other difficulties, delays or unanticipated costs associated with
the implementation of, certain top-line and bottom-line drivers of the
Company's business and financial performance, including less than
expected growth in category and share; difficulties, delays or
unanticipated costs associated with developing other U.S. businesses or
leveraging licensing opportunities; difficulties or delays impacting
the ability of, or the inability of, the Company to drive International
growth opportunities; difficulties, delays or unanticipated costs
associated with the implementation of Margin Transformation
Initiatives; difficulties or delays in continuing to implement cost
disciplines across the organization; and difficulties or delays
impacting the ability of, or the inability of, the Company to create
fixed-cost leverage via top-line growth; |
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(ix) |
the Company's advertising being less
effective than planned, or difficulties or delays in, or unanticipated
costs associated with, developing and/or presenting the Company's
advertising and optimizing its effectiveness; |
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(x) |
unanticipated circumstances affecting the
effectiveness of the Company's marketing and promotion strategies
incorporating the new Revlon spokesmodels; |
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(xi) |
difficulties or delays in, or
unanticipated costs associated with, developing and/or introducing new
products and/or in further strengthening the new product development
and implementation process or less than expected consumer response to
such new products; and |
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(xii) |
difficulties
or delays in, or unanticipated costs associated with, the
Company's plans to leverage licensing opportunities. |
A
copy of the Conference Information and Reconciliation Information is
furnished herewith as Exhibit 99.1. In accordance with general
instruction B.2 of Form 8-K, the information in this report, including
the exhibit, is furnished pursuant to Item 7.01 and shall not be deemed
"filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the
liabilities of that section.
3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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REVLON, INC. |
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By: /s/
Robert K. Kretzman
Robert K. Kretzman Executive Vice
President, General Counsel and Chief Legal Officer |
Date: September 8,
2004
4
EXHIBIT INDEX
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Exhibit
No. |
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Description |
99.1 |
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Conference
Information and Reconciliation
Information |
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