Revlon to pay $850,000 for squashing report

June 13, 2013 at 5:29 PM
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WASHINGTON, June 13 (UPI) -- Securities regulators in Washington said cosmetics giant Revlon agreed to pay $850,000 to settle charges of withholding information from shareholders.

The Securities and Exchange Commission charged Revlon with "ring fencing," which means it tried to contain information as the company's board considered an offer to take the company private.

The SEC said it discovered that Revlon had "deprived its independent board members from knowing critical information."

Specifically, the company squashed an audit by an independent firm that advised the firm not to go through with a deal set up by the company's controlling shareholder, the SEC said.

The maneuvering was triggered by a request in 2009 from MacAndrews and Forbes to offer minority shareholders the option of exchanging common stock for preferred shares with certain characteristics on a one-on-one basis.

The common shares would be used by MacAndrews and Forbes to pay down Revlon's debt, the SEC said.

At that point, a trustee in charge of Revlon's 401(k) program said it would only meet with the trustee's approval if an independent, third party endorsed the deal.

That report was called the "adequate consideration determination."

Revlon later took several steps to try to squash the report, including amending an agreement with the trustee to ensure the information in the report didn't become public and distancing itself other obligations.

"In a notice sent to the 401(k) members and publicly filed as an exhibit to the exchange offer documents, Revlon removed the explicit term 'adequate consideration' and replaced it with citations to Early Retirement Income Security Act statutes," the SEC said.

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