PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
To Prospectus dated 5, 2000 Registration No. 333-45808
$840,938,000
AVON PRODUCTS, INC.
Zero Coupon Convertible Senior Notes due 2020 and Shares of Common Stock
Issuable Upon Conversion of the Notes
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This prospectus supplement relates to (1) $840,938,000 aggregate principal
amount at maturity of zero coupon convertible senior notes due 2020 of Avon
Products, Inc. and (2) shares of common stock issuable upon conversion of the
notes. This prospectus supplement will be used by the selling securityholders
listed below to resell their notes and the common stock issuable upon
conversion of their notes and we will not receive any proceeds from sales that
the selling securityholders make.
This prospectus supplement should be read in conjunction with the
prospectus dated December 5, 2000, which is to be delivered with this
prospectus supplement. All capitalized terms used but not defined in the
prospectus supplement shall have the meanings given them in the prospectus.
The following table sets forth the name and number of shares beneficially
owned by selling securityholders intending to sell in connection with this
prospectus supplement the notes or common stock and the amounts of notes or
shares of common stock to be offered. Based on information provided to us by
the applicable selling securityholder, the table also discloses whether any
selling securityholder selling in connection with this prospectus supplement
had held any position or office with, been employed by or otherwise has had a
material relationship with us or any of our affiliates during the three years
prior to the date of this prospectus supplement.
<TABLE>
Principal amount
at maturity of Number of shares
notes beneficially of common stock Percentage of
owned that Percentage of that may be sold common stock Material
may be sold hereby notes outstanding hereby(1) outstanding(2) relationship
------------------ ----------------- ---------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Goldman Sachs and Company $ 18,000 * 148.90 ** None
Lehman Brothers Inc. 20,000,000 2.38% 165,446.00 ** None
Lydian Overseas Partners Master Fund 20,000,000 2.38 165,446.00 ** None
Salomon Smith Barney, Inc. 500,000 0.06 4,136.15 ** None
Any other holder of notes or future
transferee, pledgee, donee, or
successor of any such holder(3)..... 72,886,000 8.67 602,934.86 **
</TABLE>
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* Less than 0.01%
** Less than 1%
(1) Assumes conversion of all of the holder's notes at a conversion price of
8.2723 shares of common stock per $1,000 principal amount at maturity of
the notes. This conversion price, however, will be subject to adjustment
as described under "Description of the Notes--Conversion Rights" in the
prospectus. As a result, the number of shares of common stock issuable
upon conversion of the notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using
238,095,339 shares of common stock outstanding as of November 22, 2000. In
calculating this amount, we treated as outstanding the number of shares of
common stock issuable upon conversion of all of that particular holder's
notes. However, we did not assume the conversion of any other holder's
notes.
(3) Information about other selling securityholders will be set forth in
additional prospectus supplements, if required. Assumes that any other
holders of notes, or any future transferees, pledgees, donees or
successors of or from any such other holders of notes, do not beneficially
own any common stock other than the common stock issuable upon conversion
of the notes at the initial conversion rate.
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This investment involves risk. See "Risk Factors" beginning on page 6 of
the prospectus.
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities, or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
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The date of this Prospectus Supplement is January 5, 2000
