-----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, Gy1tZs0uDNpSJbFoEPYPrJfNlUqpj57aq9MQuQDPMZGJ7PNzQJJmDrU7tGLXSdjg MRyNVhCVAi8PLZ+LF7GJsA== 0000898822-00-000342.txt : 20000526 0000898822-00-000342.hdr.sgml : 20000526 ACCESSION NUMBER: 0000898822-00-000342 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000525 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: 643865 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. 9 ============================================================================== 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. 9 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 ----------------------------------------------------- -1- CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee $723,195,855 $ 144,640 * Based on the offer to purchase all of the outstanding shares of common stock of Wesley Jessen at a purchase price of $35.55 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: $144,640 Form or Registration No.: Schedule TO and Amendment No. 6 thereto Filing Party: Bausch & Lomb Incorporated Date Filed: April 3, 2000 and May 9, 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. 9 amends and supplements the Tender Offer Statement on Schedule TO, as amended and supplemented, 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 a purchase price of $35.55 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 3, 2000 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto, dated May 10, 2000 (the "Supplement") and in the related Letters of Transmittal (which, as amended or supplemented from time to time, together constitute the "Improved Offer"). Copies of the Offer to Purchase, the Supplement and the related Letters of Transmittal are filed with the Schedule TO as Exhibits (a)(1), (a)(2), (a)(13) and (a)(14). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase, the Supplement and the Schedule TO. ITEM 11. Additional Information On May 25, 2000, Bausch & Lomb issued a press release (i) reiterating that, if by May 31, 2000, Wesley Jessen does not enter into negotiations with Bausch & Lomb, or if less than a majority of Shares have been tendered, Bausch & Lomb will let the Improved Offer expire on that date without purchasing any Shares and (ii) encouraging Wesley Jessen stockholders to tender their Shares into the Improved Offer. A copy of the press release is filed as Exhibit (a)(16) hereto and is incorporated herein by reference. ITEM 12. Exhibits Item 12 is hereby amended and supplemented with the following information: Exhibit (a)(16): Text of the press release issued by Bausch & Lomb, dated May 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: May 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. *(a)(12) Text of press release issued by Bausch & Lomb, dated May 8, 2000. *(a)(13) Supplement to the Offer to Purchase, dated May 10, 2000. *(a)(14) Revised Form of Letter of Transmittal, dated May 10, 2000. *(a)(15) Text of the press release issued by Bausch & Lomb, dated May 19, 2000. (a)(16) Text of the press release issued by Bausch & Lomb, dated May 25, 2000. (d) None. (g) None. (h) Not applicable. - ------------------- * Previously filed. -5- EX-99 2 PRESS RELEASE 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 ENCOURAGES WESLEY JESSEN SHAREHOLDERS TO TENDER SHARES FOR RELEASE THURSDAY, MAY 25, 2000 - ---------------------------------- ROCHESTER, N.Y. - Bausch & Lomb (NYSE:BOL) is encouraging Wesley Jessen VisionCare (Nasdaq:WJCO) shareholders to tender their shares into the Bausch & Lomb tender offer, which expires at 6:00 p.m. Eastern Time, Wednesday, May 31, 2000. The company reiterated that, if by May 31, 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 will let its offer expire on that date, without purchasing any Wesley Jessen shares. "Tendering your shares will send a clear message to Wesley Jessen's Board of Directors," said William M. Carpenter, chairman and chief executive officer of Bausch & Lomb. "Our offer remains the only known alternative to the no-premium merger with Ocular Sciences. To ensure that shareholders receive maximum value for their investment in Wesley Jessen, we encourage shareholders to tender their shares now into the Bausch & Lomb offer." # # # 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 SofLens(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 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. - ------------------------------------------------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----