On July

The full text of the Press Release isfiled with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference in its entirety into this Item 8.01.

This Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities mentioned in this Form 8-K in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Forward-Looking Statements

Statements made in this Form 8-K, which are not historical facts, including statements about the plans of Revlon, RCPC and the Escrow Issuer (collectively, the Company) and their strategies, focus, beliefs and expectati ons, are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made and, except for the Companys ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statement, whether to reflect actual results of operations; changes in financial condition; changes in general U.S. or international economic, industry or cosmetics category conditions; changes in estimates, expectations or assumptions; or other circumstances, conditions, developments or events arising after the filing of this Form 8-K. Such forward-looking statements include, without limitation, the Companys beliefs, expectations, focus and/or plans regarding future events, including as to (i) the Escrow Issuers ability to consummate its offering of $450 million aggregate principal amount of senior unsecured notes due 2024 in a private placement; and (ii) RCPCs pending acquisition of Elizabeth Arden, Inc. Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in the Companys filings with the SEC, including the Companys Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC during 2016 (which may be viewed on the SECs website at


or on Revlons website at


), as well as reasons including difficulties, delays, unexpected costs or the inability of (i) the Escrow Issuer to consummate, in whole or in part, the offering of the Escrow Issuers senior unsecured notes; and/or (ii) RCPC to consummate the acquisition of Elizabeth Arden, Inc., in whole or in part, including in each case due to market conditions or other factors. Factors other than those referred to above could also cause the Companys results to differ materially from expected results. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, the Companys website or other websites referenced herein shall not be incorporated by reference into this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.



Press Release dated July 22, 2016 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Revlon, Inc. filed with the SEC on July 22 2016).


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.



/s/ Michael T. Sheehan

Michael T. Sheehan

Senior Vice President, Deputy General Counsel and Secretary

Date: July 22, 2016


Exhibit No.



Press Release dated July 22, 2016 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Revlon, Inc. filed with the SEC on July 22, 2016).

makes a similar move, sign up!

Auto Refresh