8-K

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): December 24, 2019

AVON PRODUCTS, INC.

(Exact Name of Registrant as Specified in its Charter)

New York	001-04881	13-0544597
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Building 6, Chiswick Park

London W4 5HR

United Kingdom

(Address of Principal Executive Offices) (Zip Code)

+44-1064-232425

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.25 per share	AVP	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

Reference is made to the Agreement and Plan of Mergers, dated May 22, 2019 (as amended by Amendment Number One to Agreement and Plan of Mergers, dated as of October 3, 2019, and as further amended by Amendment Number Two to Agreement and Plan of Mergers, dated as of November 5, 2019, the “Merger Agreement”), among Avon Products, Inc. (the “Company”), Natura Cosméticos S.A., a corporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil, Natura &Co Holding S.A., a corporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil (“Natura &Co Holding”), Nectarine Merger Sub I, Inc., a Delaware corporation, and Nectarine Merger Sub II, Inc., a Delaware corporation, pursuant to which the Company will become a wholly owned direct subsidiary of Natura &Co Holding (collectively with the other transactions contemplated by the Merger Agreement, the “Transaction”).

On December 24, 2019, the Company issued a press release announcing that, in connection with the Transaction, the Board of Directors of the Company approved a one-time special cash dividend on the Company’s common stock and Series C Preferred Stock (on an as-converted to common stock basis) of $0.01604429 per share (the “Special Dividend”). The Special Dividend is payable to shareholders of record as of December 30, 2019 and will be paid on January 6, 2020.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release, dated December 24, 2019, issued by the Company.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURE

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 hereunto duly authorized.

AVON PRODUCTS, INC.
By:	/s/ Ginny Edwards
	Name:	Ginny Edwards
	Title:	Vice President, Interim General Counsel and Corporate Secretary

Date: December 26, 2019

Exhibit Index

Exhibit	Description
99.1	Press Release, dated December 24, 2019, issued by the Company.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

EX-99.1

Exhibit 99.1

Avon Declares Special Cash Dividend

NEW YORK, December 24, 2019 – The Board of Directors of Avon Products, Inc. (NYSE: AVP) (the “Company”) today approved a one-time special cash dividend on the Company’s common stock and Series C Preferred Stock (on an as-converted to common stock basis) of $0.01604429 per share (the “Special Dividend”) in connection with the previously announced proposed acquisition of the Company by Natura &Co Holding S.A. (B3: NTCO3), a new holding company for Natura Cosméticos S.A. (B3: NATU3). The Special Dividend is payable to shareholders of record as of the close of business on December 30, 2019 and will be paid on January 6, 2020.

About Avon Products Inc.

For more than 130 years Avon has stood for women: providing innovative, quality beauty products which are primarily sold to women, through women.  Millions of independent sales Representatives across the world sell iconic Avon brands such as Avon Color and ANEW through their social networks, building their own beauty businesses on a full- or part-time basis.  Avon supports women’s empowerment, entrepreneurship and well-being and has donated over $1 billion to women’s causes through Avon and the Avon Foundation.  Learn more about Avon and its products at www.avonworldwide.com. #stand4her

Media inquiries Avon:

Natalie Deacon, Executive Director Communications, Avon Products, Inc.

+ 44(0) 7725 150853

Email: media.enquiries@avon.com / natalie.deacon@avon.com

Investor Relations Avon:

Amy Greene, Vice President, Investor Relations, Avon Products, Inc.

+ 001 212 282 5320

Email: amy.greene@avon.com

Forward-Looking Statements

This press release contains “forward-looking statements” that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the possibility of business disruption, competitive uncertainties, and general economic and business conditions in Avon’s markets as well as the other risks detailed in Avon’s Annual Report on Form 10-K for the year ended December 31, 2018, and Avon’s other filings with the Securities and Exchange Commission. Avon undertakes no obligation to update any statements in this press release for changes that happen after the date of this release.

XML

Document and Entity Information	Dec. 24, 2019
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 24, 2019
Entity Registrant Name	AVON PRODUCTS, INC.
Entity Incorporation, State or Country Code	NY
Entity File Number	001-04881
Entity Tax Identification Number	13-0544597
Entity Address, Address Line One	Building 6, Chiswick Park
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W4 5HR
City Area Code	44
Local Phone Number	1064-232425
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000008868
Title of 12(b) Security	Common stock, par value $0.25 per share
Trading Symbol	AVP
Security Exchange Name	NYSE