RENAISSANCE COSMETICS INC /DE/
8-K, 1996-12-09
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  November 26, 1996



                           RENAISSANCE COSMETICS, INC.
- --------------------------------------------------------------------------------

                (Exact name of registrant as specified in its charter)




State of Delaware                    33-87280                   06-1396287
- --------------------------------------------------------------------------------
     (State or other         (Commission File Number)        (I.R.S. Employer
     jurisdiction of                                         Identification No.)
     incorporation)



955 Massachusetts Ave., Cambridge, Massachusetts                         02139
- --------------------------------------------------------------------------------
   (Address of principal executive offices)                           (zip code)



Registrant's telephone number, including area code (617) 497-5584


                                 Not applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)




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                                                                              2




Item 5.        Other Events.
               ------------

               On November 26, 1996, the Registrant issued the press release
attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.         Exhibits
                --------

      Exhibit Number
  (Referenced to Item 601
    of Regulation S-K)                            Description of Exhibit
    ------------------                            ----------------------
           99.1                     Registrant's Press Release, dated as of
                                    November 26, 1996.





<PAGE>

                                                                              3




                                   Signatures
                                   ----------

               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, thereunto duly authorized.


Date:  December 3, 1996

                                            RENAISSANCE COSMETICS, INC.



                                            By: /s/ Thomas T.S. Kaung
                                                --------------------------
                                                Name: Thomas T.S. Kaung
                                                Title: Group Vice-President







<PAGE>

                                                                              4




                                  EXHIBIT INDEX

                     Pursuant to Item 601 of Regulation S-K

          Exhibit No.                            Description of Exhibit
          -----------                            ----------------------
             99.1                     Registrant's Press Release, dated as of
                                      November 26, 1996.








                                                                   Exhibit 99.1




For immediate release                                Renaissance Cosmetics, Inc.
                                                     955 Massachusetts Avenue
                                                     Cambridge, MA  02139
                                                     Tel: (617) 497-5584


                                  PRESS RELEASE


               CAMBRIDGE, MA - November 26, 1996 - Renaissance Cosmetics, Inc.
announced today that it has received commitments to provide a $117.5 million
senior secured debt financing, with a one year term (subject to extension under
certain circumstances) and an increasing interest rate initially at 11.5% per
annum, the proceeds of which are to be used by Renaissance to refinance its
existing bank credit facility and to complete two previously announced
acquisitions and for general corporate purposes. The consummation of the
financing is subject to the execution and delivery of definitive documentation
and the satisfaction of other customary closing conditions and is expected to
occur on or before December 21, 1996. The transaction was structured by CIBC
Wood Gundy Securities Corp.

               In addition, the Company announced today that it currently
intends to make an offer to purchase all of its $65 million aggregate principal
amount of outstanding 13-3/4% Senior Notes due 2001 at a redemption price of
$1,165 per $1,000 principal amount thereof, the obtaining of requisite financing
and other conditions to be specified in the offer. Such offer is expected to be
completed during the first quarter of 1997. The Company has obtained the
agreement, subject to certain conditions (including the offer having been
completed by February 14, 1997), of holders of a majority in principal amount of
the Senior Notes to tender their Senior Notes in the offer and to consent to
certain proposed amendments to the Indenture governing the Senior Notes.

               Renaissance manufactures, markets and distributes fragrances,
cosmetics and related products which it sells through the domestic and
international mass-market or self-select distribution channels. Renaissance
brands are sold to over 1,000 retailers with approximately 25,000 locations
throughout the United States, and are sold in over 42 countries worldwide. The
Renaissance family of fragrance brands presently includes several classic brands
such as "Chantilly," "Tabu" and "Canoe" and the acquisitions mentioned above
will add several more classic brands, including "NaVy," NaVy for Men," "English
Leather" and "British Sterling." Through its Cosmar subsidiary, Renaissance is
the largest manufacturer and marketer of artificial fingernails and related nail
care products in the United States, and its brands include "LaJoie" and "Pro10."







<PAGE>


                                                                              2



               This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall it constitute an offer
to buy or the solicitation of an offer to sell any securities. The financing
will not be registered under the Securities Act of 1933, as amended, and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.








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