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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
(AMENDMENT NO. )
REVLON, INC.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share CUSIP No. 761525 50 0
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(Title of Class of Securities)
(CONTINUED ON FOLLOWING PAGE(S))
Page 1 of 7
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CUSIP NO. 761525 50 0 Page 2 of 7
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MAFCO HOLDINGS INC.
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
NUMBER 5. SOLE VOTING POWER
OF SHARES -0-
BENEFICIALLY 6. SHARED VOTING POWER
42,500,000 Class A Common Stock
(includes 31,250,000 shares of
Class B Common Stock convertible
into an equal number of shares of
Class A Common Stock at any time)
OWNED BY
7. SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
8. SHARED DISPOSITIVE POWER
PERSON WITH
42,500,000 Class A Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,500,000 Class A Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
83.1% of aggregate Class A Common Stock and Class B
Common Stock outstanding
12. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 761525 50 0 Page 3 of 7
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
REVLON WORLDWIDE CORPORATION
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
NUMBER 5. SOLE VOTING POWER
OF SHARES -0-
BENEFICIALLY 6. SHARED VOTING POWER
42,500,000 Class A Common Stock
(includes 31,250,000 shares of
Class B Common Stock convertible
into an equal number of shares of
Class A Common Stock at any time)
OWNED BY
7. SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
8. SHARED DISPOSITIVE POWER
PERSON WITH
42,500,000 Class A Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,500,000 Class A Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
83.1% of aggregate Class A Common Stock and Class B
Common Stock outstanding
12. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 761525 50 0 Page 4 of 7
Item 1(a): Name of Issuer.
REVLON, INC. (the "Company")
Item 1(b): Address of Issuer's Principal Executive Offices.
626 Madison Avenue
New York, New York 10022
Item 2(a): Name of Persons Filing.
Revlon Worldwide Corporation ("Revlon Worldwide") is a
wholly owned indirect subsidiary of Mafco Holdings Inc.
("Mafco Holdings"). All of the capital stock of Mafco
Holdings is owned by Ronald O. Perelman.
Item 2(b): Address of Principal Business Office.
The principal business offices of Revlon Worldwide
are located at 625 Madison Avenue, New York, New
York 10022. The principal business offices of Mafco
Holdings are located at 35 East 62nd Street, New
York, New York 10021.
Item 2(c): Citizenship.
Revlon Worldwide and Mafco Holdings each are Delaware
corporations.
Item 2(d): Title of Class of Securities.
Class A Common Stock, par value $.01 per share.
Item 2(e): CUSIP Number.
761525 50 0
Item 3: Not Applicable
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CUSIP NO. 761525 50 0 Page 5 of 7
Item 4: Ownership.
Revlon Worldwide owns directly 11,250,000 shares of Class A
Common Stock, which represented approximately 56.6% of the
total number of Shares of Class A Common Stock outstanding
at December 31, 1996. Revlon Worldwide owns directly
31,250,000 shares of Class B Common Stock, which represented
100% of the Class B Common Stock outstanding at December 31,
1996. Shares of Class B Common Stock are convertible into an
equal number of shares of Class A Common Stock at any time.
Mafco Holdings may be deemed to beneficially own the shares
owned by Revlon Worldwide. Ronald O. Perelman owns all of
the capital stock of Mafco Holdings.
(a) Amount Beneficially Owned:
42,500,000 shares of Class A Common Stock, as described
above.
(b) Percent of Class:
Approximately 83.1% of Class A Common Stock based upon
an aggregate of 19,875,000 shares of Class A Common
Stock and 31,250,000 shares of Class B Common Stock
outstanding on December 31, 1996. Shares of Class A
Common Stock have one vote per share. Shares of Class
B Common Stock have ten votes per share. Accordingly,
ownership of such 11,250,000 shares of Class A Common
Stock and 31,250,000 shares of Class B Common Stock,
possesses 97.4% of the Common Stock voting power.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote........ -0-
(ii) Shared power to vote or to direct
the vote ...............................42,500,000
(iii) Sole power to dispose or to direct the
disposition of.................................-0-
(iv) Shared power to dispose or to direct the
disposition of..........................42,500,000
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CUSIP NO. 761525 50 0 Page 6 of 7
Item 5: Owner of Five Percent or Less of a Class.
Not Applicable
Item 6: Ownership of More than Five Percent on Behalf of Another
Person.
All of the shares owned are pledged to secure
obligations.
Item 7: Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
Not Applicable
Item 8: Identification and Classification of Members of the Group.
Not Applicable
Item 9: Notice of Dissolution of Group.
Not Applicable
Item 10: Certification.
Not Applicable
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CUSIP NO. 761525 50 0 Page 7 of 7
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February , 1997
REVLON WORLDWIDE CORPORATION
By: /s/ Glenn P. Dickes
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Name: Glenn P. Dickes
Title: Vice President and Assistant
Secretary
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
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Name: Glenn P. Dickes
Title: Senior Vice President