<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 1996
------------------------------
RENAISSANCE COSMETICS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 33-87280 06-1396287
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
955 Massachusetts Avenue
Cambridge, Massachusetts 02139
- --------------------------------------------------------------------------------
(Address of Principal (Zip Code)
Executive Offices)
(617) 497-5584
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED (included herein).
The Mass Fragrances Business of the Procter & Gamble Company--Statement
of Direct Revenues and Direct Expenses for the year ended June 30, 1996
and for the three-month period ended September 30, 1996 (unaudited)
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Management of
The Procter & Gamble Company:
We have audited the accompanying statement of direct revenues and direct
expenses of the Mass Fragrances Business of The Procter & Gamble Company
("Procter & Gamble") for the year ended June 30, 1996. This statement is the
responsibility of Procter & Gamble's management. Our responsibility is to
express an opinion on this statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement referred to above is
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement referred to
above. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the statement referred to above. We believe that our audit
provides a reasonable basis for our opinion.
The operations covered by the statement referred to above are a part of
The Procter & Gamble Company and have no separate legal status or existence.
As described in Note 1 to the statement, the statement referred to above has
been prepared from Procter & Gamble's consolidated financial records and
allocations of certain Procter & Gamble expenses have been made. These
allocations are not necessarily indicative of the expenses that would have
been incurred by the Mass Fragrances Business on a stand-alone basis.
In our opinion, the statement referred to above presents fairly, in all
material respects, the direct revenues and direct expenses of the Mass
Fragrances Business of The Procter & Gamble Company for the year ended June
30, 1996, in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
January 17, 1997
3
<PAGE>
THE MASS FRAGRANCES BUSINESS OF
THE PROCTER & GAMBLE COMPANY
STATEMENT OF DIRECT REVENUES AND DIRECT EXPENSES
FOR THE YEAR ENDED JUNE 30, 1996 AND THE
THREE-MONTH PERIOD ENDED SEPTEMBER 30, 1996
(AMOUNTS IN THOUSANDS)
THREE-MONTH
PERIOD ENDED
YEAR ENDED SEPTEMBER 30,
JUNE 30, 1996 1996
------------- -------------
(UNAUDITED)
DIRECT REVENUES............................. $56,777 $11,379
COST OF PRODUCTS SOLD....................... 22,787 4,320
------- -------
GROSS MARGIN................................ 33,990 7,059
OTHER DIRECT EXPENSES:
Marketing and Promotional expenses........ 24,374 3,549
Selling, administrative, and other........ 2,199 412
------- -------
Total................................... 26,573 3,961
------- -------
EXCESS OF DIRECT REVENUES
OVER DIRECT EXPENSES...................... $ 7,417 $ 3,098
------- -------
------- -------
See accompanying notes.
4
<PAGE>
THE MASS FRAGRANCES BUSINESS OF
THE PROCTER & GAMBLE COMPANY
NOTES TO FINANCIAL STATEMENT
1. Basis of Presentation
On December 6, 1996, The Procter & Gamble Company (Procter & Gamble) sold
various mass fragrance trademarks and select related assets (the "Mass
Fragrances Business") to Dana Perfumes Corp. The accompanying statements
presents the direct revenues, cost of products sold, gross margin and other
direct expenses for the year ended June 30, 1996 and the three-month
period ended September 30, 1996 for the Mass Fragrances Business.
Procter & Gamble did not account for this business as a separate entity.
Accordingly, the information included in the accompanying statement of direct
revenues and direct expenses has been obtained from Procter & Gamble's
consolidated financial records. The statement includes allocations of certain
Procter & Gamble corporate expenses which are directly attributable to the
mass fragrance activities. Procter & Gamble management believes the
allocations are reasonable; however, these allocated expenses are not
necessarily indicative of expenses that would have been incurred by the mass
fragrance business on a stand-alone basis, since certain selling and
administrative expenses are provided to the Mass Fragrances Business that are
not directly allocable.
Direct revenues and direct expenses are presented in the accompanying
statement in accordance with generally accepted accounting principles. The
unaudited information for the three months ended September 30, 1996 contains
all adjustments, consisting only of normal recurring accruals, necessary for
a consistent presentation of the direct revenues and direct expenses for the
three-month period.
2. Summary of Significant Accounting Policies
REVENUE RECOGNITION -- Revenue from the sale of products is recognized at
the time the products are shipped.
USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying disclosures. Although these estimates are based
on management's best knowledge of current events and actions Procter & Gamble
may undertake in the future, actual results ultimately may differ from the
estimates.
COSTS OF PRODUCTS SOLD -- Inventories are valued at cost, which is not in
excess of current market. Cost is primarily determined by the average cost
method.
OTHER DIRECT EXPENSES -- Certain other direct expenses are allocated using
procedures deemed appropriate for the nature of the expenses involved,
primarily on an estimate of time and effort spent. The expenses included in
the statement include those charges that are directly attributable to the
Mass Fragrances Business.
* * * *
5
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION (incorporated by reference)
1. Unaudited Pro Forma Consolidated Statement of Operations for the
year ended March 31, 1996 (incorporated by reference to the
Registrant's Form 8-K/A filed on February 18, 1997).
2. Unaudited Pro Forma Consolidated Statement of Operations for the
six months ended September 30, 1996 (incorporated by reference to
the Registrant's Form 8-K/A filed on February 18, 1997).
3. Unaudited Consolidated Pro Forma Balance Sheet as of September 30,
1996 (incorporated by reference to the Registrant's Form 8-K/A
filed on February 18, 1997).
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENAISSANCE COSMETICS, INC.
(Registrant)
/s/ JOHN R. JACKSON
-----------------------------------------
By: John R. Jackson
Date: February 19, 1997 Title: Vice President and General Counsel
7
