EX-4.2 4 file003.txt SUBSCRIPTION RIGHTS CERTIFICATE
------------------------------------------------------------------------------------------------------------------------------------ THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH CERTIFICATE FOR IN THE COMPANY'S PROSPECTUS DATED ________ __, 2003 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM AMERICAN STOCK TRANSFER & TRUST COMPANY AS THE SUBSCRIPTION AGENT. REVLON, INC. RIGHTS Incorporated under the laws of the State of Delaware SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Transferable Rights to Purchase Shares of Class A Common Stock of Revlon, Inc. Subscription Price: $____ per Share VOID IF NOT EXERCISED ON OR BEFORE THE EXPIRATION DATE (AS DEFINED IN THE PROSPECTUS) REGISTERED OWNER: COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (New York, NY) TRANSFER AGENT AND REGISTRAR By:________________ AUTHORIZED SIGNATURE THIS CERTIFIES THAT the registered owner whose name is by duly completing Form 1A and any other appropriate forms on the inscribed hereon is the owner of the number of Rights set reverse side hereof and by returning the full payment of the forth above, each of which entitles the owner to subscribe subscription price for each share of Class A Common Stock as for and purchase ___ shares of Class A Common Stock, $.01 par described on the reverse side hereof. Special delivery value per share, of Revlon, Inc., a Delaware corporation, on instructions may be specified by completing Form 1B on the the terms and subject to the conditions set forth in the reverse side hereof. THE RIGHTS EVIDENCED BY THIS SUBSCRIPTION Prospectus and instructions relating hereto on the reverse CERTIFICATE MAY BE TRANSFERRED OR SOLD BY COMPLETING FORM 2 IN side hereof and in the instructions as to the use of this ACCORDANCE WITH THE INSTRUCTIONS ON THE REVERSE SIDE OF THIS certificate included in this mailing. The transferable Rights CERTIFICATE. represented by this Subscription Certificate may be exercised Dated: _______ __, 2003 ------------------------------------------------------------ ------------------------------------------------------------ Jack L. Stahl Robert K. Kretzman President, Chief Executive Officer Senior Vice President, General Counsel and Secretary and Principal Executive Officer ------------------------------------------------------------------------------------------------------------------------------------
[REVERSE OF CERTIFICATE] DELIVERY OPTIONS FOR SUBSCRIPTION CERTIFICATE If By Mail, American Stock Transfer & Trust Company 59 Maiden Lane, Plaza Level New York, NY 10038 If by hand delivery or overnight courier: American Stock Transfer & Trust Company 6201 15th Ave. Brooklyn, NY 11219 Delivery to an address other than in the manner or to the addresses listed above will not constitute valid delivery. Delivery by facsimile will not constitute valid delivery. THE EXPIRATION DATE OF THIS SUBSCRIPTION RIGHTS CERTIFICATE IS 5:00 P.M., NEW YORK CITY TIME, ON __________________, 2003. PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. FORM 1A - SUBSCRIPTION IF YOU WISH TO SUBSCRIBE FOR YOUR FULL BASIC SUBSCRIPTION PRIVILEGE OR A PORTION THEREOF: BASIC SUBSCRIPTION PRIVILEGE: I apply for ___________________ shares x $ = $_________________ (no. of new shares) (subscription price) (amount enclosed) OVERSUBSCRIPTION PRIVILEGE: IF YOU HAVE SUBSCRIBED FOR YOUR BASIC SUBSCRIPTION PRIVILEGE AND WISH TO PURCHASE ADDITIONAL SHARES PURSUANT TO THE OVERSUBSCRIPTION PRIVILEGE: I apply for ___________________ shares x $ = $_________________ (no. of new shares) (subscription price) (amount enclosed) Total Amount of Check Enclosed = $__________________ TO SUBSCRIBE: I acknowledge that I have received the prospectus for this offer and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the prospectus. I hereby agree that if I fail to pay for the shares of Class A Common Stock for which I have subscribed, Revlon, Inc. may exercise its legal remedies against me. ________________________________________________________________________________ Signature(s) of Subscriber(s) IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE REVERSE OF THIS SUBSCRIPTION CERTIFICATE. (IF FORM 1B IS BEING COMPLETED, A SIGNATURE GUARANTEE WILL BE REQUIRED) Signature Guaranteed ---------------------------------- (Name of Bank or Firm) By: ---------------------------------------------------- (Signature of Officer) IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association and credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. FORM 1B - DELIVERY TO DIFFERENT ADDRESS INSTRUCTIONS FOR DELIVERY TO DIFFERENT ADDRESS If you wish for the Class A common stock underlying your subscription rights represented by the Subscription Rights Certificate to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the address below. IF YOU ARE COMPLETING THIS FORM 1B, A SIGNATURE GUARANTEE WILL BE REQUIRED IN FORM 1A. ------------------------------- ------------------------------- ------------------------------- FORM 1C - METHOD OF PAYMENT METHOD OF PAYMENT (CHECK ONE) ----------------- [ ] Uncertified check drawn on a bank located in the United States payable to the order of American Stock Transfer & Trust Company. Funds paid by an uncertified check may take at least five business days to clear. Accordingly, if you pay the subscription price with an uncertified check you must make payment sufficiently in advance of the Expiration Date to ensure that the check is received and clears by the Expiration Date. The Company will not consider any payment by check to have been made until the check clears. [ ] Check or bank draft drawn on a U.S. bank, or postal, telegraphic or express money order payable to "American Stock Transfer & Trust Company, as Subscription Agent". [ ] Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, as Subscription Agent, for purposes of accepting subscriptions in the rights offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account #323-113109. IF THE AMOUNT ENCLOSED OR TRANSMITTED IS NOT SUFFICIENT TO PAY THE SUBSCRIPTION PRICE FOR ALL OF THE RIGHTS EXERCISED, OR IF THE NUMBER OF RIGHTS TO BE EXERCISED IS NOT SPECIFIED, THE HOLDER WILL BE DEEMED TO HAVE SUBSCRIBED FOR THE MAXIMUM NUMBER OF RIGHTS THAT COULD BE SUBSCRIBED FOR THE AMOUNT ENCLOSED OR TRANSMITTED. FORM 2 - ASSIGNMENT For value received ____________________ of the Rights represented by this Subscription Certificate are assigned to: ________________________________________________________________________________ (Print Full Name of Assignee) ________________________________________________________________________________ (Print Full Address) ________________________________________________________________________________ Tax ID or Social Security No. ________________________________________________________________________________ Signature(s) of Assignor(s) IMPORTANT: The signature(s) must correspond in every particular, without alteration, with the name(s) as printed on the reverse of this Subscription Certificate. Signature Guaranteed ___________________________________________________________ (Name of Bank or Firm) By: ____________________________________________________________________________ (Signature of Officer) IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association and credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. FOR INSTRUCTIONS ON THE USE OF REVLON, INC. SUBSCRIPTION CERTIFICATES CONSULT D.F. KING & CO., INC., OUR INFORMATION AGENT, AT (800) 949-2583, OR YOUR BANK OR BROKER WITH QUESTIONS. BANKS AND BROKERS CALL COLLECT AT (212) 269-5550. INSTRUCTIONS TO SUBSCRIBE, USE OF FORMS 1A, 1B AND 1C To subscribe, fill in Forms 1A, 1B (if applicable) and 1C on your Subscription Rights Certificate and sign on the line marked "Signature of Subscriber." Each subscription right entitles its holder to purchase for a Subscription Price of $___, ___ share(s) of Class A common stock. Full payment of the Subscription Price must accompany the Subscription Rights Certificate and may come via wire transfer or check drawn by a bank located in the United States payable to the order of American Stock Transfer & Trust Company. NOTE: You may choose to exercise fewer subscription rights then the maximum number of subscription rights to which you are entitled, as represented by the Subscription Rights Certificate. To do this, follow the instructions for Forms 1A and 1B using only the number of subscription rights for which you wish to subscribe. TO TRANSFER OR SELL YOUR SUBSCRIPTION RIGHTS THROUGH YOUR BROKER, USE FORM 2. If you wish to sell your subscription rights through your broker just sign Form 2 leaving the rest of the form blank. (Your broker will add the buyer's name later.) Deliver your Subscription Rights Certificate and the accompanying envelope to the broker. Your signature on Form 2 must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association) with membership in an approved signature guaranteed medallion program, pursuant to S.E.C. Rule 17 Ad-15. TO TRANSFER OR SELL YOUR SUBSCRIPTION RIGHTS CERTIFICATE, USE FORM 2 If you wish to transfer or sell your subscription rights to someone other than through your broker, sign Form 2, fill in the transferee's name and address, and deliver the Subscription Rights Certificate and the accompanying envelope to the person to whom you transferred the Subscription Rights Certificate. The Subscription Rights Certificate may then be used by the new holder for the exercise of subscription rights without having a new Subscription Rights Certificate issued. Your signature must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association) with membership in an approved signature guarantee medallion program, pursuant to S.E.C. Rule 17 Ad-15.