SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 7, 2000
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AVON PRODUCTS, INC.
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(Exact name of Registrant as Specified in Charter)
New York 1-4881 13-0544597
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1345 Avenue of the Americas
New York, New York 10105-0196
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 282-5000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
1. On September 7, 2000 the Company announced a program to repurchase up to
$1 billion of the Company's Common Stock over the next five years. The
new repurchase program follows completion of the previous buyback plan,
under which the Company repurchased approximately 34 million shares
since 1997 for a total of about $1.1 billion, or an average of $31.53
per share.
The repurchases will be funded from internally generated cash flow. No
new debt will be incurred as a result of the new buyback program and the
Company anticipates no changes in its current credit ratings of A (S&P)
and A2 (Moody's).
2. On September 14, 2000 the Company filed a registration statement on Form
S-3 covering the resale by holders of the Company's Zero Coupon
Convertible Senior Notes due 2020 ("Notes") and the common stock
issuable upon conversion of such Notes. The Notes, having an aggregate
principal amount at maturity of $840,938,000, were sold by private
placement in July 2000 at an aggregate original issue price of
$400,000,569. The registration is in accordance with a registration
rights agreement entered into at the time of the private placement.
3. In response to a private investigation by the Securities and Exchange
Commission, the Company is providing information concerning an item
included in its special charge reported for the first quarter of 1999.
The item consists of an order management software system for sales
representatives known as the "FIRST" project, of which $15 million in
costs were written off as part of the special charge. The balance of the
project's development costs, amounting to approximately $26 million,
continue to be carried as an asset on the books of the Company.
The Company is fully cooperating with the SEC. The SEC has stated that
its inquiry should not be construed as an indication by the Commission
or its staff that any violations of law have occurred, nor
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should it be considered a reflection upon any person, entity or
security.
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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.
AVON PRODUCTS, INC.
By: /s/ Ward M. Miller
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Name: Ward M. Miller
Title: Senior Vice President,
General Counsel and Secretary
September 14, 2000
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