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): February 13, 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 (617) 497-5584
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
2
Item 5. OTHER EVENTS.
On February 13, 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
February 13, 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: February 13, 1998
RENAISSANCE COSMETICS, INC.
By: /s/ Robert J. Corso
---------------------------------
Name: Robert J. Corso
Title: 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
February 13, 1998.
Exhibit 99.1
FOR IMMEDIATE RELEASE
New York, New York, February 13, 1998 -- Norbert Becker, Chief
Executive Officer of Renaissance Cosmetics, Inc., announced today that the
Company is working with its secured lenders led by GE Capital Corporation to
waive certain defaults under the Company's operating subsidiary's $75 million
revolving credit facility and has received a proposal from its secured lenders
that would provide an additional $12 million of availability. The additional
availability is subject to the execution by the secured lenders and the Company
of a definitive agreement and there can be no assurances as to when or whether
such a definitive agreement will be signed.
The Company's announcement comes days after the Company had
announced disappointing third quarter operating results, which resulted in
certain covenant defaults under its revolving credit facility, precluding
additional borrowing without obtaining waivers of the defaults. Mr. Becker
stated "This proposal represents our secured lenders continuing support for the
Company. We expect to reach a final agreement with them next week. With that
agreement, we can move promptly to refine and execute our strategy for the
long-term success of the Company."
The Company also announced that, in order to maximize its
liquidity available for marketing, product launch and trade-related efforts, it
has advised the trustee under the parent holding company's $200 million 11-3/4%
Senior Notes due 2004 that the Company will not pay the portion of the February
17, 1998 interest payment due on the Senior Notes that is required to be paid
directly by the Company. The Company has instead requested that the trustee
exercise its right under the terms of the Senior Notes to pay such amount from
an escrow account established by the Company at the time of the issuance of the
Senior Notes. Interest in the aggregate amount of $11,750,000 on the Senior
Notes is due and payable on February 17, 1998. Under the terms of the Senior
Notes, $4,641,250, or approximately 39.5%, of the total interest payment is paid
from the escrow account although the trustee has the right to pay from the
escrow account the balance of the interest payment due if not paid directly by
the Company. The escrow account currently holds approximately $13 million in
cash and short term securities. There can be no assurance that the trustee will
exercise its right to pay the full interest payment from the escrow account and
if not paid in full within 30 days of February 17, 1998, an event of default
would occur under the Senior Notes, entitling the trustee or holders of 25% or
more of the outstanding Senior Notes to accelerate the maturity of such notes
and to declare the entire principal amount immediately due and payable.
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
<PAGE>
2
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.
