UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
The Cosmetic Center, Inc.
(Name of Issuer)
CLASS B COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
221232-10-1
(CUSIP Number)
BRUCE STROHL, SENIOR VICE PRESIDENT - FINANCE
THE COSMETIC CENTER, INC.
8839 GREENWOOD PLACE, SAVAGE, MD 20763
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
APRIL 25, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 221234206 Page 2 of 9 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Susan K. Magenheim
###-##-####
2. Check the Appropriate Box if a Member of a Group*
a. [ ] b. [X]
3. SEC Use Only
4. Source of Funds*
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
N/A
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power 0
Shares Beneficially
Owned by 8. Shared Voting Power --
Each Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power --
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
0
14. Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND
THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 221234206 Page 3 of 9 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Anita J. Weinstein
###-##-####
2. Check the Appropriate Box if a Member of a Group*
a. [ ] b. [XX]
3. SEC Use Only
4. Source of Funds*
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
N/A
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power 0
Shares Beneficially
Owned by 8. Shared Voting Power --
Each Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power --
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
0
14. Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND
THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 221234206 Page 4 of 9 Pages
1. Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person
Michele S. Weinstein
###-##-####
2. Check the Appropriate Box if a Member of a Group*
a. [ ] b. [XX]
3. SEC Use Only
4. Source of Funds*
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
N/A
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power 0
Shares Beneficially
Owned by 8. Shared Voting Power --
Each Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power --
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
0
14. Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND
THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 221234206 Page 5 of 9 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mark S. Weinstein
###-##-####
2. Check the Appropriate Box if a Member of a Group*
a. [ ] b. [X]
3. SEC Use Only
4. Source of Funds*
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
N/A
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power 0
Shares Beneficially
Owned by 8. Shared Voting Power --
Each Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power --
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
0
14. Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND
THE SIGNATURE ATTESTATION.
<PAGE>
This amendment No. 5 (the "Amendment") amends Items 5 and 7 of the
Schedule 13D filed by Anita J. Weinstein, Mark S. Weinstein, Michele S.
Weinstein and Susan K. Magenheim on February 4, 1991, as subsequently amended by
Amendment No. 1 filed on July 9, 1991, Amendment No. 2 filed on March 31, 1992,
Amendment No. 3 filed on November 20, 1995, and Amendment No. 4 filed on October
8, 1996.
Item 1. Security and Issuer
This Amendment relates to the Class B Common Stock, par value $0.01 per
share, of The Cosmetic Center, Inc., a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 8839 Greenwood Place,
Savage, Maryland 20763.
Item 5. Interest in Securities of Issuer
On April 25, 1997, pursuant to the Agreement and Plan of Merger among
the Company, Revlon Consumer Products Corporation ("Revlon"), and Prestige
Fragrance & Cosmetics, Inc. ("PFC") dated as of November 27, 1996 and amended as
of February 20, 1997 and March 20, 1997 (the "Merger Agreement"), the Company
consummated the previously announced merger of PFC, a wholly owned subsidiary of
Revlon, with and into the Company (the "Merger"), with the Company surviving the
Merger. Pursuant to the Merger, the Company's stockholders were entitled to
receive for each share of the Company's Class A Common Stock or Class B Common
Stock either (i) one share of newly issued Class C Common Stock or (ii) at each
stockholder's election, and subject to the limitation discussed below, $7.63 in
cash (the "Cash Election"). Holders of options to purchase the Company's Class A
Common Stock or Class B Common Stock with an exercise price of less than $7.63
were entitled to elect to receive for each such option they held either (i) an
equivalent option to purchase Class C Common Stock or (ii) at each such
optionholder's election, and subject to the limitation discussed below, cash
equal to the difference between $7.63 and the exercise price per share of such
options. The right of stockholders and optionholders to receive cash was limited
to an aggregate of 2,829,065 shares and options for shares. Holders of 3,688,440
shares in the aggregate of the Company's Class A Common Stock and Class B Common
Stock and 86,500 options exercised the Cash Election. After proration, 2,764,116
shares in the aggregate of Class A Common Stock and Class B Common Stock were
accepted for Cash Election.
The filing persons and their family members made a Cash Election in
connection with all of their shares of Class A Common Stock and Class B Common
Stock and 61,000 of their 142,400 options to purchase Class A Common Stock.
While the filing persons and their family members, in the aggregate, received
the same proportion of shares of Class C Common Stock and cash as
- 1 -
<PAGE>
any other stockholder who made a Cash Election, the filing persons allocated the
dispositions of Class A Common Stock and Class B Common Stock among themselves
as follows:
<TABLE>
<CAPTION>
Shares Owned Shares Disposed of Shares and Cash Received on
Name April 24, 1997 April 25, 1997 Disposition
========================== =============================== ======================== =====================================
Class A Class B Class A and Class B Class C Cash
- -------------------------- ================ ============== ======================== ================= ===================
<S> <C>
Anita J. Weinstein 49,544(1) 605,995 655,539(1) -0-(7) $5,001,763
Mark S. Weinstein 114,483(2) 113,624(3) 228,107(2)(3) 195,007(8) 252,553(9)
Susan K. Magenheim 61,450(4) 86,843(5) 148,293(4)(5) 118,593(10) 226,611(11)
Michele S. Weinstein 2,036 6,888 8,924 3,924 38,150
Weinstein Family
Limited Partnership 473,728(6) -0- 473,728 62,033 3,141,232
TOTAL 701,241 813,350 1,514,591 379,557 $8,660,309
</TABLE>
(1) Excludes shares of Class A Common Stock held by the Weinstein Family
Limited Partnership. See Note 6.
(2) Includes 26,260 shares of Class A Common Stock held by him in trust for
his nephews and niece, over which shares he disclaims any beneficial
interest. Excludes shares of Class A Common Stock held by the
Weinstein Family Limited Partnership. See Note 6.
(3) Includes 17,722 shares of Class B Common Stock held by him in trust for
his nephews and niece, over which shares he disclaims any beneficial
interest.
(4) Includes 2,424 shares of Class A Common Stock owned by her husband, and
37,453 shares of Class A Common Stock held by her in trust for her
nephew and niece, over which shares she disclaims any beneficial
interest. Excludes shares of Class A Common Stock held by the Weinstein
Family Limited Partnership. See Note 6.
(5) Includes 29,085 shares of Class B Common Stock held by her in trust for
her nephew and niece, over which shares she disclaims any beneficial
interest.
(6) Anita J. Weinstein, Mark S. Weinstein, and Susan K. Magenheim hold a
38.50%, 30.75%, and 30.75% partnership interest, respectively, in the
Weinstein Family Limited Partnership.
(7) Excludes Shares of Class C Common Stock held by the Weinstein Family
Limited Partnership. See Note 6.
(8) Includes 30,882 shares of Class C Common Stock held by him in trust for
his nephews and niece, over which shares he disclaims any beneficial
interest. Excludes shares of Class C Common Stock owned by the
Weinstein Family Limited Partnership. See Note 6.
(9) Includes $99,953 held by him in trust for his nephews and niece, over
which sum he disclaims any beneficial interest.
(10) Includes 2,424 shares of Class C Common Stock owned by her husband and
46,838 shares of Class C Common Stock held by her in trust for her
nephew and niece, over which shares she disclaims any beneficial
interest. Excludes shares of Class C Common Stock owned by the
Weinstein Family Limited Partnership. See Note 6.
(11) Includes $150,311 held by her in trust for her nephew and niece, over
which sum she disclaims any beneficial interest.
- 2 -
<PAGE>
As of April 25, 1997, the filing persons ceased to be the beneficial
owners of more than 5% of the shares of Class B Common Stock and own less than
5% of the shares of Class C Common Stock.
Item 7. Materials to be Filed as Exhibits.
A. Agreement as to Joint Filing of this Amendment
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment to Schedule 13D is
true, complete and correct.
Dated: May 23, 1997 /s/ Anita J. Weinstein
------------------------------------
Anita J. Weinstein
/s/ Mark S. Weinstein
------------------------------------
Mark S. Weinstein
/s/ Michele S. Weinstein
------------------------------------
Michele S. Weinstein
/s/ Susan K. Magenheim
------------------------------------
Susan K. Magenheim
- 3 -
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the attached Amendment to Schedule
13D is filed on behalf of each of us.
Dated: May 23, 1997
/s/ Anita J. Weinstein
------------------------------------
Anita J. Weinstein
/s/ Mark S. Weinstein
------------------------------------
Mark S. Weinstein
/s/ Michele S. Weinstein
------------------------------------
Michele S. Weinstein
/s/ Susan K. Magenheim
------------------------------------
Susan K. Magenheim
