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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
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Xxxx X. Xxxxx Xxxxxx X. Xxxxxxxx
President, Chief Executive Officer Senior Vice President, General Counsel and Secretary
and Principal Executive Officer
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[REVERSE OF CERTIFICATE]
DELIVERY OPTIONS FOR SUBSCRIPTION CERTIFICATE
If By Mail,
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000
If by hand delivery or overnight courier:
American Stock Transfer & Trust Company
0000 00xx Xxx.
Xxxxxxxx, XX 00000
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
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(Name of Bank or Firm)
By:
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(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.
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FORM 1C - METHOD OF PAYMENT
METHOD OF PAYMENT (CHECK ONE)
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[ ] 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, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
ABA #000000000, 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
X.X. XXXX & CO., INC., OUR INFORMATION AGENT, AT (000) 000-0000, OR YOUR BANK OR
BROKER WITH QUESTIONS. BANKS AND BROKERS CALL COLLECT AT (000) 000-0000.
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.
