SUPPLEMENT TO PROSPECTUS
RENAISSANCE COSMETICS, INC.
OFFER TO EXCHANGE ITS 11 3/4% SENIOR NOTES DUE 2004 WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT FOR ANY AND ALL OF ITS OUTSTANDING 11 3/4% SENIOR NOTES
DUE 2004
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON JUNE 10,
1997, UNLESS EXTENDED.
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INTRODUCTION
This Supplement (the "Supplement") amends and supplements the
Prospectus, dated May 8, 1997 (the "Prospectus"), of Renaissance Cosmetics,
Inc., a Delaware corporation (the "Company"), and Renaissance Guarantor, Inc., a
Delaware corporation (the "Guarantor"). The Prospectus was distributed to
holders of the Company's outstanding 11 3/4% Senior Notes due 2004 in connection
with the Company's offer to exchange its 11 3/4% Senior Notes due 2004 (the "New
Notes") which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to a Registration Statement of which the
Prospectus is a part, for a like principal amount of its outstanding 11 3/4%
Senior Notes due 2004 (the "Existing Notes") upon the terms and subject to the
conditions set forth in the Prospectus and in the accompanying Letter of
Transmittal (which together constitute the "Exchange Offer").
This Supplement should be read in conjunction with the Prospectus
and is subject to the restrictions and limitations set forth in the forepart
thereof as though such restrictions and limitations were set forth in full
herein. Capitalized terms used herein and not otherwise defined shall have the
meaning set forth in the Prospectus. Cross references made herein shall be
references to the Prospectus as amended and supplemented hereby.
RECENT DEVELOPMENTS
DEATH OF THOMAS V. BONOMA
On May 21, 1997, Thomas V. Bonoma, former Chairman and Chief
Executive Officer of the Company, died suddenly. A copy of the press release
issued by the Company in connection therewith is reprinted on the reverse side
hereof. The Company had key man life insurance on Dr. Bonoma in an amount equal
to $5.0 million.
On May 28, 1997, at a special Meeting of the Board of Directors of
the Company, the Board appointed Norbert Becker, the President of the Company,
as Chief Executive Officer and Director. In addition, on May 28, 1997, the Board
of Directors of the Guarantor appointed Mr. Becker as the Chief Executive
Officer and President. The Company believes that the Company's management team,
headed by Mr. Becker, will be able to continue to successfully carry out the
Company's existing business strategy. There can, however, be no assurance that
the loss of services of Dr. Bonoma will not have a material adverse effect on
the Company's operations. See "Risk Factors - Dependence on Key Personnel."
The date of this Supplement is June 3, 1997.
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For Immediate Release Contact: John Jackson 212-521-5916
New York, New York; May 22, 1997. Norbert Becker, President and Chief
Operating Officer of Renaissance Cosmetics, Inc. issued a statement this morning
announcing that Dr. Thomas V. Bonoma, Chairman, Chief Executive Officer and
founder of Renaissance Cosmetics, died suddenly last evening, May 21, 1997.
Mr. Becker said, "We mourn the unexpected loss of our friend and Chairman, whose
vision and energy created Renaissance. The management team that Tom so carefully
assembled and empowered will continue to work to make his dreams a reality."
Renaissance Cosmetics, Inc. was founded in June of 1994, inspired by Dr.
Bonoma's business philosophy based on the inherent strength of brand equity. In
less than three years, Dr. Bonoma's strategy of revitalizing underperforming and
undermarketed brands has enabled Renaissance to acquire fragrance and cosmetics
brands representing annualized net sales in excess of $280 million. He carefully
assembled a seasoned management team which has made Renaissance a leader in the
mass market artificial nail care and fragrance categories.
William Kidd, who co-founded Renaissance Cosmetics with Dr. Bonoma and
represents the Company's largest shareholder, stated, "We are all grateful for
the opportunity to have known and worked with Tom Bonoma, who was a true
visionary and one of the most talented businessmen I've ever known. It is a
tribute to his management skill and foresight that he assembled a management
team that is one of the strongest in the industry and, with them, built a
business that is well on its way to being a dominant player in the mass market
fragrance and cosmetics arena."
Mr. Kidd continued, "Tom Bonoma was an extraordinary man who created a
powerfully focused management culture and business strategy at Renaissance
Cosmetics. I will work with and fully support Norbert Becker and the rest of the
Renaissance team as they continue to enhance the success that they've already
achieved. I have every confidence that Renaissance Cosmetics will be a shining
legacy to Tom Bonoma's business philosophies and vision."
Dr. Bonoma is survived by his wife Elaine and their sons Thomas, Matthew,
Benjamin and Jonathan.
