REVLON <REV> AND MACANDREWS AND FORBES TO MERGE
<MacAndrews and Forbes Group> and
Revlon Group Inc <REV> said that they have entered into a
definitive mergewr agreement where MacAndrews will acquire
Revlon at 20.10 dlrs per common share in cash.
    MacAndrews said it increased its offer to purchase all
Revlon common shares to 20.10 dlrs a share, from its April 1
offer of 18.50 dlrs a share.
    Following consummation of the offer, a unit of MacAndrews
will merge into Revlon and each remaining share will be
converted into the right to receive 20.10 dlrs per share in
cash, the companies said.
    Revlon said its board of directors unanimously approved the
merger agreement.
    MacAndrews and Revlon also said they have reached a
settlement with the plaintiff in the pending litigation
challenging acquisition of the shares by MacAnrews.
    The companies said the tender offer and withdrawal rights
will expireon Tuesday April 28, unless extended.
    MacAndrews said it will promptly file revised tender offer
material with the Securities and Exchange Commission. Drexel
Burnham Lambert Inc is acting as dealer-manager for the offer,
the companies said.
    Revlon currently has about 42 mln shares outstanding. The
current offer price is about 782 mln dlrs, a company spokesman
said, up from the previous offer of 720 mln dlrs.
    On April 1, MacAndrews and Forbes, owned by Ronald
Perelman, offered 18.50 dlrs a share for the 63 pct of Revlon
shares he did not already own.
    Since the offer was made over a dozen shareholder lawsuits
were brought against Revlon alleging the original offer was too
low.
    But, the companies said these lawsuits have been settled in
the amended offer.
 Reuter
