0000905718-16-001265.txt : 20160311 0000905718-16-001265.hdr.sgml : 20160311 20160311164438 ACCESSION NUMBER: 0000905718-16-001265 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160301 FILED AS OF DATE: 20160311 DATE AS OF CHANGE: 20160311 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AVON PRODUCTS INC CENTRAL INDEX KEY: 0000008868 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 130544597 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-282-5000 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FEINBERG STEPHEN CENTRAL INDEX KEY: 0000947822 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04881 FILM NUMBER: 161501248 MAIL ADDRESS: STREET 1: 875 THIRD AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avatar GP, LLC CENTRAL INDEX KEY: 0001669140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04881 FILM NUMBER: 161501249 BUSINESS ADDRESS: STREET 1: C/O CERBERUS CAPITAL MANAGEMENT, L.P. STREET 2: 875 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-891-2100 MAIL ADDRESS: STREET 1: C/O CERBERUS CAPITAL MANAGEMENT, L.P. STREET 2: 875 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cleveland Apple Investor L.P. CENTRAL INDEX KEY: 0001669136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04881 FILM NUMBER: 161501250 BUSINESS ADDRESS: STREET 1: C/O CERBERUS CAPITAL MANAGEMENT, L.P. STREET 2: 875 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-891-2100 MAIL ADDRESS: STREET 1: C/O CERBERUS CAPITAL MANAGEMENT, L.P. STREET 2: 875 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 avonproducts_fm3mar12016.xml OWNERSHIP DOCUMENT X0206 3 2016-03-01 0 0000008868 AVON PRODUCTS INC AVP 0000947822 FEINBERG STEPHEN C/O CERBERUS CAPITAL MANAGEMENT, L.P. 875 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 0 0 1 0 0001669136 Cleveland Apple Investor L.P. C/O CERBERUS CAPITAL MANAGEMENT, L.P. 875 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 0 0 1 0 0001669140 Avatar GP, LLC C/O CERBERUS CAPITAL MANAGEMENT, L.P. 875 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 0 0 1 0 Series C Preferred Stock 5.00 Common Stock 87000000 I By limited partnership Based on the information set forth in the Annual Report on Form 10-K of Avon Products, Inc., a New York corporation (the "Company"), filed on February 23, 2016 with the Securities and Exchange Commission, there were 435,472,459 shares of the common stock, par value $0.25 per share (the "Common Stock"), of the Company issued and outstanding as of January 31, 2016. Pursuant to an investment agreement, dated December 17, 2015, by and between the Company and Cleveland Apple Investor L.P., a Delaware limited partnership ("Cleveland Investor"), as of March 1, 2016 (the "Closing Date") and the date of filing of this statement (the "Filing Date"), Cleveland Investor holds 435,000 shares of Series C Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company. The shares of Preferred Stock as of the Closing Date are convertible at Cleveland Investor's option into 87,000,000 shares of the Common Stock, or approximately 16.7% of the Common Stock deemed issued and outstanding, based on the initial conversion price of $5.00 per share, subject to certain adjustments. Avatar GP, LLC, a Delaware limited liability company, serves as the sole general partner of Cleveland Investor. Stephen Feinberg serves as the sole managing member of Avatar GP. Accordingly, as of the Closing Date and the Filing Date, each of Cleveland Investor, Avatar GP and Stephen Feinberg (collectively, the "Reporting Persons") may be deemed to beneficially own 87,000,000 shares of the Common Stock, or approximately 16.7% of the Common Stock deemed issued and outstanding as of the Closing Date and the Filing Date. Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that he or it is the member of a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. /s/ Stephen Feinberg, individually, and in his capacity as managing member of Avatar GP, LLC, the general partner of Cleveland Apple Investor L.P. 2016-03-11 CLEVELAND APPLE INVESTOR L.P., By: Avatar GP, LLC, its general partner, By: /s/ Stephen Feinberg, Authorized Signatory 2016-03-11 AVATAR GP, LLC, By: /s/ Stephen Feinberg, Authorized Signatory 2016-03-11