PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
To Prospectus dated December 5, 2000 Registration No. 333-45808
$840,938,000
AVON PRODUCTS, INC.
Zero Coupon Convertible Senior Notes due 2020 and Shares of Common Stock
Issuable Upon Conversion of the Notes
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This prospectus supplement relates to (1) $840,938,000 aggregate principal
amount at maturity of zero coupon convertible senior notes due 2020 of Avon
Products, Inc. and (2) shares of common stock issuable upon conversion of the
notes. This prospectus supplement will be used by the selling securityholders
listed below to resell their notes and the common stock issuable upon conversion
of their notes and we will not receive any proceeds from sales that the selling
securityholders make.
This prospectus supplement should be read in conjunction with the
prospectus dated December 5, 2000, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in the prospectus
supplement shall have the meanings given them in the prospectus.
The following table sets forth the name and number of shares beneficially
owned by selling securityholders intending to sell in connection with this
prospectus supplement the notes or common stock and the amounts of notes or
shares of common stock to be offered. Based on information provided to us by the
applicable selling securityholder, the table also discloses whether any selling
securityholder selling in connection with this prospectus supplement had held
any position or office with, been employed by or otherwise has had a material
relationship with us or any of our affiliates during the three years prior to
the date of this prospectus supplement.
Principal amount Number of
at maturity of shares of
notes common stock
beneficially Percentage that may be Percentage of
owned that of Notes sold hereby common stock Material
Name may be sold hereby outstanding (1) outstanding(2) relationship
---- ------------------ ----------- ------------ --------------- ------------
PRP Performa Limited F/b/o Chicago Standard
Life Insurance Co. $ 110,000 0.01% 909.95 ** None
PRP Performa Limited F/b/o Kenwood
Insurance Company Ltd. 490,000 0.06 4,053.43 ** None
Any other holder of notes or future
transferee, pledgee, donee, or
successor of any such holder(3)............... 16,000 * 132.36 **
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* Less than 0.01%
** Less than 1%
(1) Assumes conversion of all of the holder's notes at a conversion price of
8.2723 shares of common stock per $1,000 principal amount at maturity of
the notes. This conversion price, however, will be subject to adjustment as
described under "Description of the Notes--Conversion Rights" in the
prospectus. As a result, the number of shares of common stock issuable upon
conversion of the notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using
238,095,339 shares of common stock outstanding as of November 22, 2000. In
calculating this amount, we treated as outstanding the number of shares of
common stock issuable upon conversion of all of that particular holder's
notes. However, we did not assume the conversion of any other holder's
notes.
(3) Information about other selling securityholders will be set forth in
additional prospectus supplements, if required. Assumes that any other
holders of notes, or any future transferees, pledgees, donees or successors
of or from any such other holders of notes, do not beneficially own any
common stock other than the common stock issuable upon conversion of the
notes at the initial conversion rate.
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This investment involves risk. See "Risk Factors" beginning on
page 6 of the prospectus.
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities, or determined if
this prospectus supplement is truthful or complete. Any representation
to the contrary is a criminal offense.
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The date of this Prospectus Supplement is May 31, 2002