Page 5 of 10 SEC Filing Item 1. Security
and Issuer
The class of equity securities
to which this Schedule 13D relates is the common stock, par value $0.25 per share (the “Common Stock”), of Avon
Products, Inc., a New York corporation (the “Company”), having its principal executive offices at 777 Third
Avenue, New York, New York 10017.
Item 2. Identity and Background
This Schedule 13D is filed
on behalf of (i) Stephen Feinberg, a citizen of the United States and the sole managing member of Avatar GP (as defined below),
(ii) Cleveland Apple Investor L.P., a Delaware limited partnership (“Cleveland Investor”), and (iii) Avatar
GP, LLC, a Delaware limited liability company and the sole general partner of Cleveland Investor (“Avatar GP”
and, together with Stephen Feinberg and Cleveland Investor, collectively, the “Reporting Persons”).
Cleveland Investor’s
principal business consists of investing in the securities of the Company. Avatar GP’s principal business is to serve as
the general partner of Cleveland Investor. Stephen Feinberg is the president, sole director and sole shareholder of Craig Court,
Inc., the managing member of Craig Court GP, LLC, which is the general partner of Cerberus Capital Management, L.P. (“CCM”).
CCM, through one or more funds and/or accounts managed by it and/or its affiliates, is engaged in the investment in property of
all kinds, including but not limited to capital stock, depository receipts, subscriptions, warrants, bonds, notes, debentures,
options and other securities and instruments of varying kind and nature. Stephen Feinberg also provides investment management and
other services for various third parties affiliated with CCM. The business address of each Reporting Person is 875 Third Avenue,
11th Floor, New York, New York 10022.
During the last five years,
none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds
or Other Consideration
On March 1, 2016, pursuant
to an investment agreement, dated December 17, 2015, by and between the Company and Cleveland Investor (the “Investment
Agreement”), Cleveland Investor purchased 435,000 shares of Series C Preferred Stock, par value $1.00 per share, of the
Company (the “Preferred Stock”), for an aggregate purchase price of $435,000,000. The purchase price of the
Preferred Stock was paid for by capital contributions to Cleveland Investor by the investors in Cleveland Investor.
Item 4. Purpose of Transaction
The acquisition of the
securities set forth in this Schedule 13D is for investment purposes, subject to the following:
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Item 1. Security
and Issuer
The class of equity securities
to which this Schedule 13D relates is the common stock, par value $0.25 per share (the “Common Stock”), of Avon
Products, Inc., a New York corporation (the “Company”), having its principal executive offices at 777 Third
Avenue, New York, New York 10017.
Item 2. Identity and Background
This Schedule 13D is filed
on behalf of (i) Stephen Feinberg, a citizen of the United States and the sole managing member of Avatar GP (as defined below),
(ii) Cleveland Apple Investor L.P., a Delaware limited partnership (“Cleveland Investor”), and (iii) Avatar
GP, LLC, a Delaware limited liability company and the sole general partner of Cleveland Investor (“Avatar GP”
and, together with Stephen Feinberg and Cleveland Investor, collectively, the “Reporting Persons”).
Cleveland Investor’s
principal business consists of investing in the securities of the Company. Avatar GP’s principal business is to serve as
the general partner of Cleveland Investor. Stephen Feinberg is the president, sole director and sole shareholder of Craig Court,
Inc., the managing member of Craig Court GP, LLC, which is the general partner of Cerberus Capital Management, L.P. (“CCM”).
CCM, through one or more funds and/or accounts managed by it and/or its affiliates, is engaged in the investment in property of
all kinds, including but not limited to capital stock, depository receipts, subscriptions, warrants, bonds, notes, debentures,
options and other securities and instruments of varying kind and nature. Stephen Feinberg also provides investment management and
other services for various third parties affiliated with CCM. The business address of each Reporting Person is 875 Third Avenue,
11th Floor, New York, New York 10022.
During the last five years,
none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds
or Other Consideration
On March 1, 2016, pursuant
to an investment agreement, dated December 17, 2015, by and between the Company and Cleveland Investor (the “Investment
Agreement”), Cleveland Investor purchased 435,000 shares of Series C Preferred Stock, par value $1.00 per share, of the
Company (the “Preferred Stock”), for an aggregate purchase price of $435,000,000. The purchase price of the
Preferred Stock was paid for by capital contributions to Cleveland Investor by the investors in Cleveland Investor.
Item 4. Purpose of Transaction
The acquisition of the
securities set forth in this Schedule 13D is for investment purposes, subject to the following:
