RENAISSANCE COSMETICS INC /DE/
8-K, 1998-03-31
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): March 17, 1998


                           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)



635 Madison Avenue, New York, New York                                10022
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (zip code)


Registrant's telephone number, including area code (212) 751-3700



- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

<PAGE>

                                                                               2


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

                  On March 17, 1998, 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 March
                                   17, 1998.


<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: March 31, 1998

                                       RENAISSANCE COSMETICS, INC.


                                       By: /s/ Robert Corso
                                       --------------------
                                       Robert Corso
                                       Group Vice President, Finance
                                       and Chief Financial Officer

<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
                                         March 17, 1998.



                              FOR IMMEDIATE RELEASE

Contact: John Jackson
(212) 521-5914


                  New York, New York, March 17, 1998 - Renaissance Cosmetics,
Inc. announced that it has today retained the investment banking firm
Wasserstein Perella & Co., Inc. as financial advisor to assist the Company in
evaluating its capital structure and considering financing alternatives 
available to the Company.

                  The Company is a manufacturer and marketer of mass market
fragrances and cosmetics sold in the United States and internationally.
Statements contained in this news release, if not historical, are forward
looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934, which involve risks
and uncertainties that could cause actual results to differ materially from the
results described in the forward looking statements. Such risks and
uncertainties include the Company's high level of debt and leverage; the effect
on the Company of restrictive debt covenants; the Company's dependence on key
personnel; competition in the Company's markets; general economic conditions;
changes in the retail industry generally and in the fragrance and cosmetics
industries specifically; the ability of the Company to implement its business
and acquisition strategy, including the ability to integrate recently acquired
businesses into the Company; actions that may be taken by the Company's lenders
and unsecured creditors following the Company's failure to make timely payment
of all interest due on its outstanding 11-3/4% Senior Notes; the continued
availability of trade credit on terms previously enjoyed by the Company; the
ability of the Company to obtain financing for future acquisitions, including
obtaining required approvals from its existing lenders for such acquisitions;
changes in consumer preferences; brand awareness; actions that may be taken by
the Company's lenders if the Company defaults on any of its debt instruments;
the effects of seasonality; and the Company's reliance on the year-end holiday
season and risks inherent in foreign operations. A further discussion of factors
that could affect the Company's results is included in the Company's reports
filed with the Securities and Exchange Commission.



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