SC TO-T/A 1 0001.txt SC TO-T/A ============================================================================== 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. 10 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 $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: [x] ------------------------------------------------------------------------------ This Amendment No. 10 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 30, 2000, Bausch & Lomb issued a press release announcing the termination and withdrawal of the Improved Offer. A copy of the press release is filed as Exhibit (a)(17) hereto and is incorporated herein by reference. ITEM 12. Exhibits Item 12 is hereby amended and supplemented with the following information: Exhibit (a)(17): Text of the press release issued by Bausch & Lomb, dated May 30, 2000. 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 30, 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 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. (a)(17) Text of press release issued by Bausch & Lomb, dated May 30, 2000. (d) None. (g) None. (h) Not applicable. ------------------- * Previously filed.