-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MMKeCmRf6QM+4H+7EiUPrFjsXWPTgiU2PjnBvMb+QBQ8Zl5RYsUCweSD0QeJJqeW 3xKahGj4la3S19uqXuN74w== 0000898822-00-000260.txt : 20000427 0000898822-00-000260.hdr.sgml : 20000427 ACCESSION NUMBER: 0000898822-00-000260 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000426 GROUP MEMBERS: BAUSCH & LOMB INC GROUP MEMBERS: DYLAN ACQUISITION INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESLEY JESSEN VISIONCARE INC CENTRAL INDEX KEY: 0001027584 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 364023739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-52301 FILM NUMBER: 609600 BUSINESS ADDRESS: STREET 1: 333 EAST HOWARD AVE CITY: DES PLAINES STATE: IL ZIP: 60018-5903 BUSINESS PHONE: 8472943000 MAIL ADDRESS: STREET 1: 333 EAST HOWARD AVE CITY: DES PLAINES STATE: IL ZIP: 60018-5903 FORMER COMPANY: FORMER CONFORMED NAME: WESLEY JESSEN HOLDING INC DATE OF NAME CHANGE: 19961126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAUSCH & LOMB INC CENTRAL INDEX KEY: 0000010427 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 160345235 STATE OF INCORPORATION: NY FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: BAUSCH & LOMB INCORPORATED STREET 2: ONE BAUSCH & LOMB PLACE CITY: ROCHESTER STATE: NY ZIP: 14604-2701 BUSINESS PHONE: 7163386000 MAIL ADDRESS: STREET 1: ONE BAUSCH & LAMB PLACE STREET 2: P O BOX 54 CITY: ROCHESTER STATE: NY ZIP: 14604-2701 SC TO-T/A 1 AMENDMENT NO. 4 ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------------------------- SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(D)1 OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 4 WESLEY JESSEN VISIONCARE, INC. ------------------------------------------------------------------ (Name of Subject Company) DYLAN ACQUISITION INC. BAUSCH & LOMB INCORPORATED ------------------------------------------------------------------ (Name of Filing Person - Offeror) COMMON STOCK, PAR VALUE $0.01 PER SHARE PREFERRED SHARE PURCHASE RIGHTS ------------------------------------------------------------------ (Title of Class of Securities) 951018100 ------------------------------------------------------------------ (CUSIP Number of Class of Securities) ROBERT B. STILES SENIOR VICE PRESIDENT AND GENERAL COUNSEL BAUSCH & LOMB INCORPORATED ONE BAUSCH & LOMB PLACE ROCHESTER, NEW YORK 14604-2701 TELEPHONE: (716) 338-6000 ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: STEVEN A. COHEN, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 TELEPHONE: (212) 403-1000 ----------------------------------------------------- CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE --------------------- --------------------- - ------------------------------------------------------------------------------- $691,664,108 $138,333 * Based on the offer to purchase all of the outstanding shares of common stock of Wesley Jessen at a purchase price of $34.00 cash per share, 18,175,585 shares issued and outstanding, less 555,498 treasury shares, and outstanding options with respect to 2,722,975 shares, in each case as of March 17, 2000. [ X ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $138,333 Form or Registration No.: Schedule TO Filing Party: Bausch & Lomb Incorporated Date Filed: April 3, 2000 CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE STATEMENT RELATES: [ X ] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - ------------------------------------------------------------------------------ -2- This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO, as amended, originally filed with the Securities and Exchange Commission (the "Commission") on April 3, 2000 (as previously amended and supplemented, the "Schedule TO") by Bausch & Lomb Incorporated, a New York corporation ("Bausch & Lomb"), and Dylan Acquisition Inc., a New York corporation and a wholly-owned subsidiary of Bausch & Lomb (the "Purchaser"). The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share, including associated preferred share purchase rights (together, the "Shares"), of Wesley Jessen VisionCare, Inc., a Delaware corporation ("Wesley Jessen"), at $34.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 3, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal, which, as previously, hereby or hereafter amended or supplemented, together constitute the Offer. Copies of the Offer to Purchase and the related Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase and the Schedule TO. ITEM 4. Terms of the Transaction. On April 25, 2000, the Offer was extended through 12:00 midnight, Eastern time, on Friday, May 12, 2000. Accordingly, the term "Expiration Date" means 12:00 midnight, Eastern time, on Friday, May 12, 2000, unless we, in our sole discretion, extend the period of time for which the initial offering period of the Offer is open, in which case the term "Expiration Date" will mean the time and date at which the initial offering period of the Offer, as so extended, will expire. On April 25, 2000, Bausch & Lomb issued a press release announcing the extension of the Offer as described above, a copy of which is filed as Exhibit (a)(11) hereto and is incorporated herein by reference. ITEM 12. Exhibits Item 12 is hereby amended and supplemented with the following information: Exhibit (a)(11): Text of the press release issued by Bausch & Lomb, dated April 25, 2000. -3- SIGNATURE ---------- After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 25, 2000 DYLAN ACQUISITION INC. By: /s/ Robert B. Stiles --------------------- Name: Robert B. Stiles Title: Vice President and Secretary BAUSCH & LOMB INCORPORATED By: /s/ Robert B. Stiles --------------------- Name: Robert B. Stiles Title: Senior Vice President and General Counsel -4- EXHIBIT INDEX *(a)(1) Offer to Purchase, dated April 3, 2000. *(a)(2) Form of Letter of Transmittal. *(a)(3) Form of Notice of Guaranteed Delivery. *(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(7) Form of summary advertisement, dated April 3, 2000. *(a)(8) Text of press release issued by Bausch & Lomb, dated April 3, 2000. *(a)(9) Complaint filed by Bausch & Lomb filed in the Court of Chancery of the State of Delaware on April 3, 2000. *(a)(10) Confidentiality Agreement between Wesley Jessen VisionCare, Inc. and Bausch & Lomb Incorporated, dated as of April 11, 2000. (a)(11) Text of press release issued by Bausch & Lomb, dated April 25, 2000. (d) None. (g) None. (h) Not applicable. - ------------------- * Previously filed. -5- EX-99 2 PRESS RELEASE NEWS [BAUSCH & LOMB LOGO] ONE BAUSCH & LOMB PLACE ROCHESTER, NY 14604-2701 For further information contact: Holly Houston Joele Frank/ Dan Katcher 716-338-8064 office Joele Frank, Wilkinson Brimmer Katcher 800-405-5314 pager 212-355-4449 716-473-7104 home BAUSCH & LOMB EXTENDS TENDER OFFER THROUGH MAY 12, 2000 AND SENDS LETTER TO WESLEY JESSEN CEO FOR RELEASE TUESDAY, APRIL 25, 2000 ROCHESTER, N.Y. - Bausch & Lomb Incorporated (NYSE: BOL) today announced that it is extending its tender offer for all outstanding shares of common stock of Wesley Jessen VisionCare, Inc. (NASDAQ; WJCO) (and associated preferred share purchased rights) from the prior expiration date of midnight on Friday, April 28, 2000, to midnight on Friday, May 12, 2000. Accordingly, the tender offer and withdrawal rights will expire at 12:00 midnight, Eastern time, on May 12, 2000, unless Bausch & Lomb further extends the tender offer. At close of business today, approximately 13,510 shares of Wesley Jessen common stock (and associated preferred share purchased rights) had been validly tendered and not withdrawn pursuant to the tender offer. Bausch & Lomb also announced that William M. Carpenter, Bausch & Lomb's chairman and chief executive officer, today sent a letter to Kevin Ryan, Wesley Jessen's chairman, president and chief executive officer. The full text of the letter is attached. The tender offer is being made through, and the foregoing is qualified in its entirety by reference to, Bausch & Lomb's Offer to Purchase, dated April 3, 2000, and the related letter of transmittal. Wesley Jessen stockholders should read such documents completely prior to making any decision as to the tender offer. - more - -2- Warburg Dillon Read LLC is financial advisor to Bausch & Lomb and Dealer Manager for the tender offer and MacKenzie Partners, Inc. is acting as Information Agent. Wachtell, Lipton, Rosen & Katz is Bausch & Lomb's counsel. # # # Investor Relations Contact: Angela Panzarella 716-338-6025 office - ------------------------------------------------------------------------------ This news release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Wesley Jessen common stock. The solicitation of offers to buy Wesley Jessen common stock is only made pursuant to the Offer to Purchase and related materials that Bausch & Lomb has made available to Wesley Jessen stockholders and that will be filed with the SEC as part of the tender offer statement. Wesley Jessen stockholders are able to obtain the tender offer statement, including the Offer to Purchase and related materials, for free at the SEC's Web site at www.sec.gov. Wesley Jessen stockholders are urged to carefully read those materials prior to making any decisions with respect to the offer. - ------------------------------------------------------------------------------ This release contains some forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our 10-Q, 8-K and 10-K reports to the SEC. - ------------------------------------------------------------------------------ Bausch & Lomb Incorporated is the preeminent global technology-based healthcare company for the eye, dedicated to helping consumers SEE, LOOK and FEEL better through innovative technology and design. Its core businesses include soft and rigid gas permeable contact lenses, lens-care products, ophthalmic surgical and pharmaceutical products. The company is advantaged with some of the most respected brands in the world starting with its name, Bausch & Lomb(R), and including SofLens66(TM), PureVision(TM) Boston(R), ReNu(R), and Storz(R). Founded in 1853 in Rochester, N.Y., where it continues to have its headquarters, the company has pro-forma annual revenues of approximately $1.8 billion and employs approximately 12,000 people in 35 countries. Bausch & Lomb products are available in more than 100 countries around the world. Additional information about the company can be found on Bausch & Lomb's Worldwide Web site at http://www.bausch.com. CF17-0400 Attachment to Bausch & Lomb News Release, Tuesday, April 25, 2000 LETTER FROM MR. WILLIAM M. CARPENTER TO MR. KEVIN RYAN April 25, 2000 Mr. Kevin Ryan Chairman, President and Chief Executive Officer Wesley Jessen VisionCare, Inc. 333 East Howard Avenue Des Plaines, IL 60018-5903 Dear Kevin: We note the announcement yesterday that Wesley Jessen has commenced discussions with a third party relating to a possible "transaction", and the related comment of the CFO of Ocular Sciences, Inc. that Ocular Sciences is working with Wesley Jessen to find a white knight to implement the proposed merger with Ocular Sciences. Under the procedures Wesley Jessen established two weeks ago, we have conducted due diligence. We had been told by Wesley Jessen's advisors to submit our best and final offer, along with a merger agreement we would be prepared to sign. We have attempted to follow this process, only now to learn that there is apparently no firm date for submission of best and final offers, and that instead Wesley Jessen is "in discussions" with another party. The vagueness of this announcement makes us wonder what order there is to this process. The Ocular Sciences CFO's comment raises questions as to whose stockholders are benefiting from these third party discussions. We stand ready to submit our best and final offer. In the interest of your stockholders, we call upon the Wesley Jessen board of directors to establish and adhere to an orderly timetable and procedures in which Wesley Jessen commits to require all interested parties to complete due diligence and to submit final offers by a date certain, and apply such procedures in an even-handed manner to all interested parties. At the same time, we call upon the Wesley Jessen board of directors to maintain the status quo and not take any actions that would reduce stockholder value. We understand that Wesley Jessen may be considering further actions, such as adopting enhanced severance plans (like the draft golden parachute plan presented to us during due diligence, with a stated cost of approximately $50 million or $3 per share, a plan which we understand the Wesley Jessen Board has not yet acted upon). Any such actions, or any new break-up fees agreed to in connection with a transaction, will increase our cost to acquire control of Wesley Jessen and will directly and negatively affect the amount Bausch & Lomb can pay Wesley Jessen stockholders for their shares. It is incumbent on the Wesley Jessen Board to ensure that dollars go to Wesley Jessen stockholders and not to transaction costs. Feel free to contact me if you would like to discuss this matter. We look forward to hearing from you. Sincerely, William M. Carpenter Chairman and Chief Executive Officer Bausch & Lomb Incorporated -----END PRIVACY-ENHANCED MESSAGE-----