8-K 1 v89417e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2003 CDRJ INVESTMENTS (LUX) S.A. (Exact name of registrant as specified in its charter) Luxembourg 333-62989 98-0185444 ------------------------------- ---------------------- ------------------- (State or other jurisdiction of Commission File Number (I.R.S. Employer Incorporation or organization) Identification No.) 174 Route de Longwy L-1941 Luxembourg Luxembourg (Address of principal executive offices) (Zip Code) (352) 226027 (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release dated April 23, 2003. ITEM 9. REGULATION FD DISCLOSURE. CDRJ Investments (Lux) S.A. and subsidiaries, doing business as Jafra Cosmetics International ("Jafra"), a direct seller of personal care products, today announced a $275 million recapitalization. The transaction is expected to include the issuance by Jafra Cosmetics International, Inc. ("Jafra US") and its Mexican affiliate, Distribuidora Comercial Jafra, S.A. de C.V. ("Jafra Distribution (Mexico)"), of an expected $175 million in unsecured interest-bearing senior subordinated notes due 2011 and the closing of new credit facilities for Jafra US and Jafra Distribution (Mexico), including a $60 million senior secured term debt facility and a $40 million senior secured term revolving debt facility. Proceeds from the recapitalization will be used principally to repay all outstanding amounts under the current credit facility of Jafra US and Jafra Cosmetics International, S.A. de C.V.'s ("Jafra Mexico"), redeem the existing 11 3/4% Senior Subordinated Notes due 2008 of Jafra US and Jafra Mexico and make a distribution to the registrant's equity holders, including Clayton, Dubilier & Rice Fund V, which owns approximately 84% of the registrant's outstanding shares on a fully diluted basis. The notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended. CAUTIONARY NOTE: The statements herein that relate to future plans, events or performances are forward-looking statements that involve risks and uncertainties. There can be no assurance that the recapitalization will be consummated. The registrant undertakes no obligation to update any such forward-looking statements. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CDRJ INVESTMENTS (LUX) S.A. (Registrant) Date: April 23, 2003 By: /s/ Michael A. DiGregorio ------------------------------- Name: Michael A. DiGregorio Title: Senior Vice President and Chief Financial Officer 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Sections 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2002

CDRJ INVESTMENTS (LUX) S.A. (Exact name of registrant as specified in its charter)

Luxembourg		333-62989		98-0185444
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

174 Route de Longwy L-1940 Luxembourg Luxembourg (Address of principal executive offices) (Zip Code)

(352) 226027 (Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
	ITEM 9. REGULATION FD DISCLOSURE.
SIGNATURES
Exhibit Index
EXHIBIT 99.1
EXHIBIT 99.2

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits
Exhibit 99.1		Certification of Ronald B. Clark, Chairman and Chief Executive Officer of the CDRJ Investments (Lux) S.A. (the “Company”), which accompanied the Company’s Form 10-Q for the quarterly period ended September 30, 2002, pursuant to 18 United States Code § 1350.
Exhibit 99.2		Certification of Michael A. DiGregorio, Senior Vice President and Chief Financial Officer of the Company, which accompanied the Company’s Form 10-Q for the quarterly period ended September 30, 2002, pursuant to 18 United States Code § 1350.

ITEM 9. REGULATION FD DISCLOSURE.

Attached hereto as Exhibits 99.1 and 99.2 and furnished but not filed are the certifications pursuant to 18 United States Code Section 1350, dated November 13, 2002, executed by Ronald B. Clark, Chairman and Chief Executive Officer of the Company, and Michael A. DiGregorio, Senior Vice President and Chief Financial Officer of the Company, respectively.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CDRJ INVESTMENTS (LUX) S.A (Registrant)
Date November 13, 2002	By:	/s/ Ralph S. Mason, III
		Ralph S. Mason, III Secretary
Date November 13, 2002	By:	/s/ Michael A. DiGregorio
		Michael A. DiGregorio Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number		Description
99.1		Certification of Ronald B. Clark, Chairman and Chief Executive Officer of the CDRJ Investments (Lux) S.A. (the “Company”), which accompanied the Company’s Form 10-Q for the quarterly period ended September 30, 2002, pursuant to 18 United States Code § 1350.
99.2		Certification of Michael A. DiGregorio, Senior Vice President and Chief Financial Officer of the Company, which accompanied the Company’s Form 10-Q for the quarterly period ended September 30, 2002, pursuant to 18 United States Code § 1350.

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