SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20579
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended
Date of Report (Date of earliest event reported): December 14, 2000
REV Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-23451 13-3933701
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
625 Madison Avenue
New York, New York 10022
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (212) 527-4000
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On December 14, 2000, REV Holdings Inc. (the "Company") filed a
registration statement with the Securities and Exchange Commission in
respect of a proposed exchange offer for its outstanding Senior Secured
Discount Notes Due 2001 (the "Old Notes"). Under the terms of the proposed
exchange offer, the Company would offer to exchange all outstanding Old
Notes, other than Old Notes held by affiliates of the Company, for an equal
principal amount of 12% Senior Secured Notes due 2004 (the "New Notes").
The New Notes would bear interest at 12% per year, payable semi-annually,
and would be secured by 52 shares of Revlon, Inc. common stock per $1,000
principal amount of notes. The Old Notes are secured by approximately 26 shares
of Revlon, Inc. common stock per $1,000 principal amount at maturity of notes.
As of December 13, 2000, affiliates of the Company held
approximately $630 million principal amount at maturity of Old Notes.
Affiliates of the Company may continue to acquire Old Notes in privately
negotiated or open market purchases.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.
This current report shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities 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.
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 hereunto duly authorized.
REV HOLDINGS INC.
Dated: December 14, 2000
By:/s/ Glenn P. Dickes
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Name: Glenn P. Dickes
Title: Vice President
