STOCKHOLDERS' DEFICIENCY

12 Months Ended

Dec. 31, 2013

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' DEFICIENCY

STOCKHOLDERS' DEFICIENCY

Information about the Company's common and treasury stock issued and/or outstanding is as follows:

	Common Stock
	Class A		Class B		Treasury Stock
Balance, December 31, 2010	50,000,497		3,125,000		532,838
Cancellation of restricted stock	(13,846	)	—
Withholding of restricted stock to satisfy taxes	—		—		138,433
Balance, December 31, 2011	49,986,651		3,125,000		671,271
Withholding of restricted stock to satisfy taxes	—		—		83,582
Balance, December 31, 2012	49,986,651		3,125,000		754,853
Conversion of Class B shares to Class A shares	3,125,000		(3,125,000	)
Restricted stock grants	120,000		—
Balance, December 31, 2013	53,231,651		—		754,853

Common Stock

As of December 31, 2013, the Company's authorized common stock consisted of 900 million shares of Class A Common Stock and 200 million shares of Class B common stock, par value $0.01 per share ("Class B Common Stock" and together with the Class A Common Stock, the "Common Stock"). In October 2009, Revlon, Inc., amended its certificate of incorporation to (1) clarify that the provision requiring that holders of its Class A Common Stock and holders of its Class B Common Stock receive the same consideration in certain business combinations shall only apply in connection with transactions involving third parties and (2) increase the number of Revlon, Inc.’s authorized shares of preferred stock from 20 million to 50 million and, accordingly, to increase the number of Revlon, Inc.’s authorized shares of capital stock from 1,120 million to 1,150 million. The holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters, except as otherwise required by law, with each share of Class A Common Stock entitling its holder to one vote and each share of the Class B Common Stock entitling its holder to ten votes. The holders of the Company's two classes of Common Stock are entitled to share equally in the earnings of the Company from dividends, when and if declared by Revlon, Inc.’s Board of Directors. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.

In October 2013, MacAndrews & Forbes exercised its right under Revlon, Inc.'s Restated Certificate of Incorporation to voluntarily convert all of the 3,125,000 shares of Revlon, Inc. Class B Common Stock (previously held in the name of REV Holdings LLC) on a one-for-one basis into 3,125,000 shares of Revlon, Inc. Class A Common Stock. The shares of Revlon, Inc.'s Class A Common Stock issued in such conversion were not registered under the Securities Act. As MacAndrews & Forbes is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act, such shares were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act. Appropriate restrictive legends were affixed to the certificate representing the shares of Class A Common Stock issued to REV Holdings LLC in such conversion. Revlon, Inc. did not receive any proceeds in connection with such conversion.

On October 8, 2013, Revlon, Inc. consummated the mandatory redemption of the Preferred Stock in accordance with such Preferred Stock's certificate of designation and, using the proceeds of the Contributed Loan between Revlon, Inc. and Products Corporation which matured on October 8, 2013, Revlon, Inc. paid $48.6 million to the Preferred Stock holders, which represented the $5.21 liquidation preference for each of the outstanding 9,336,905 shares of Preferred Stock. See Note 11, “Long-Term Debt and Redeemable Preferred Stock” for further discussion.

As of December 31, 2013, after giving effect to the foregoing transactions, MacAndrews & Forbes beneficially owned approximately 78% of Revlon, Inc.’s Class A Common Stock, representing approximately 78% of Revlon, Inc.’s outstanding voting capital stock.

Treasury Stock

Pursuant to the share withholding provisions of the Stock Plan, during 2012, certain employees, in lieu of paying withholding taxes on the vesting of certain shares of restricted stock, authorized the withholding of 594; 79,035; and 3,953 shares of Revlon, Inc. Class A Common Stock to satisfy their minimum statutory tax withholding requirements related to such vesting events on January 2, January 10 and July 2, 2012, respectively. These shares were recorded as treasury stock using the cost method, at $14.87, $14.18 and $14.45 per share, respectively, based on the NYSE closing price per share on the applicable vesting dates, for a total of $1.2 million.

Pursuant to the share withholding provisions of the Stock Plan, during 2011, certain employees, in lieu of paying withholding taxes on the vesting of certain shares of restricted stock, authorized the withholding of 52,138; 82,174; and 4,121 shares of Revlon, Inc. Class A Common Stock to satisfy their minimum statutory tax withholding requirements related to such vesting events on January 2, January 10 and July 2, 2011, respectively. These shares were recorded as treasury stock using the cost method, at $9.84, $9.85 and $17.27 per share, respectively, based on the NYSE closing price per share on the applicable vesting dates, for a total of $1.4 million.