-----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, S2BdmGgO4zcApgC8ksecf/xu7u84y2Mo2kGPvXl5583iYAwedkt+q0oa7NdYyOP3 E96KaNPvZ0GVJ8Xa4kcj9w== 0000898822-00-000326.txt : 20000522 0000898822-00-000326.hdr.sgml : 20000522 ACCESSION NUMBER: 0000898822-00-000326 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000519 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: DFAN14A SEC ACT: SEC FILE NUMBER: 000-22033 FILM NUMBER: 640603 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: DFAN14A 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 DFAN14A 1 PRESS RELEASE SCHEDULE 14A INFORMATION (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission only (as permitted by rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to sec. 240.14a-11(c) or Rule 14a-12 WESLEY JESSEN VISIONCARE, INC. ---------------------------------- (Name of Registrant as Specified in Its Charter) BAUSCH & LOMB INCORPORATED ---------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------- (4) Proposed maximum aggregate value of the transaction: ---------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------- [ ] Fee paid previously with preliminary material. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------------- NEWS [BAUSCH & LOMB GRAPHIC] 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 RESPONDS TO WESLEY JESSEN Preliminary Proxy Materials To Be Filed Today FOR RELEASE FRIDAY, MAY 19, 2000 - -------------------------------- ROCHESTER, N.Y. - Bausch & Lomb (NYSE: BOL) gave the following statement in connection with Wesley Jessen's Board of Directors' recommendation that Wesley Jessen shareholders not tender their shares into Bausch & Lomb's $35.55 per share cash tender offer for all the outstanding shares of Wesley Jessen VisionCare, Inc. (Nasdaq: WJCO). "We are disappointed by Wesley Jessen's position regarding our premium offer. We had hoped that the past month would have provided sufficient time for W-J to conclude its third party discussions and recommend our offer to its shareholders," said William M. Carpenter, chairman and chief executive officer of Bausch & Lomb. "Nonetheless, we remain committed to our offer to acquire Wesley Jessen and ask W-J to provide its shareholders with a sufficient amount of information, prior to the expiration of our tender offer, to evaluate our offer in the context of any competing alternatives." - more - - 2 - "We will continue to make the case to Wesley Jessen shareholders that our offer represents the highest value available for the company. In that regard, we strongly encourage all Wesley Jessen shareholders to tender their shares in support of our offer and as a message to the Board of Directors that they expect our offer to be embraced by the Wesley Jessen Board in the absence of a superior offer to acquire the company. As a further indication of our commitment to this transaction, we will file today our preliminary proxy materials to elect three members to Wesley Jessen's Board of Directors at its annual meeting, which is scheduled for June 23, 2000," Carpenter concluded. Bausch & Lomb reiterated that if by May 31, 2000 Wesley Jessen does not enter into negotiations with Bausch & Lomb, or if less than a majority of Wesley Jessen shares have been tendered, Bausch & Lomb intends to let its offer expire on that date, without purchasing any Wesley Jessen shares. - ### - 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 have 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, contact lens-care products, products for ophthalmic surgery 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. CF28-0500 -----END PRIVACY-ENHANCED MESSAGE-----