-----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, UfqmsRHyDX6pLg/jjQt1iQSZJoybybRfIH/RY7MCvCah98+zX5WNfd/50hdxDRGi 8BApEXd6T80/+1I2HmR0Aw== 0000898822-07-001302.txt : 20071030 0000898822-07-001302.hdr.sgml : 20071030 20071030214331 ACCESSION NUMBER: 0000898822-07-001302 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071026 FILED AS OF DATE: 20071030 DATE AS OF CHANGE: 20071030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RICE LINDA JOHNSON CENTRAL INDEX KEY: 0001188735 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04105 FILM NUMBER: 071200995 BUSINESS ADDRESS: STREET 1: C/O BAUSCH & LOMB INC STREET 2: ONE BAUSCH & LOMB PLACE CITY: ROCHESTER STATE: NY ZIP: 14604 BUSINESS PHONE: 5853385888 ISSUER: 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 BUSINESS ADDRESS: STREET 1: BAUSCH & LOMB INCORPORATED STREET 2: ONE BAUSCH & LOMB PLACE CITY: ROCHESTER STATE: NY ZIP: 14604-2701 BUSINESS PHONE: 5853386000 MAIL ADDRESS: STREET 1: ONE BAUSCH & LOMB PLACE STREET 2: P O BOX 54 CITY: ROCHESTER STATE: NY ZIP: 14604-2701 4 1 johnson_ex.xml X0202 4 2007-10-26 1 0000010427 BAUSCH & LOMB INC BOL 0001188735 RICE LINDA JOHNSON 1 0 0 0 Common Stock 2007-10-26 4 D 0 11526 D 0 D Common Stock 2007-10-26 4 M 0 696 A 0 D Non-Qualified Stock Options 61.305 2007-10-26 4 D 0 2926 3.695 D 2014-07-19 Common Stock 2926 0 D Non-Qualified Stock Options 36.385 2007-10-26 4 D 0 4088 29.715 D 2013-07-22 Class B Stock 4088 0 D Non-Qualified Stock Options 34.85 2007-10-26 4 D 0 3084 31.25 D 2011-07-23 Class B Stock 3084 0 D Non-Qualified Stock Options 50.9375 2007-10-26 4 D 0 1776 15.1625 D 2008-07-27 Class B Stock 1776 0 D Non-Qualified Stock Options 61.9688 2007-10-26 4 D 0 1822 4.1312 D 2010-07-24 Class B Stock 1822 0 D Phantom Stock 2007-10-26 4 M 0 696 0 D Common Stock 696 0 I Deferred Compensation Plan See Footnote 5 2007-10-26 4 J 0 0 A n/a 0 I See Footnote 5 Disposed of pursuant to agreement and plan of merger by and among issuer, WP Prism Inc. (f/k/a WP Prism LLC) and WP Prism Merger Sub Inc. (the "Merger Agreement") in exchange for $65.00 per share, without interest, less any applicable withholding tax, on the effective date of the merger. The reported shares of phantom stock were cancelled in the merger pursuant to the Merger Agreement in exchange for a right to receive an amount in cash equal to the product of the number of issuer shares previously subject to such shares of phantom stock and the merger consideration ($65.00 per share), less any applicable withholding taxes. Each share of phantom stock was the economic equivalent of a share of issuer common stock. This option was cancelled in the merger pursuant to the Merger Agreement in exchange for an amount in cash, without interest, equal to the product of (1) the number of shares of issuer stock previously subject to such option and (2) the excess, if any, of the merger consideration ($65.00 per share) over the purchase price per share previously subject to such option, less any required withholding taxes. This option was cancelled in the merger pursuant to the Merger Agreement. Pursuant to the applicable award agreement, this option was exchanged for a cash payment equal to the product of the number of issuer shares previously subject to such option and the excess, if any, of the highest trading price of issuer common stock during the 60-day period concluding on the date of shareholder approval and adoption of the Merger Agreement over the purchase price per share previously subject to such option, less any required withholding taxes. During the 2006-2007 time period, the issuer did not have a current prospectus under its registration statement on Form S-8 covering the issuance of stock to directors. As a result, director fees that were payable in stock and formula-based stock options were not awarded to directors, including the reporting peron, during that period. The reporting person will receive cash compensation based on the $65 per share merger consideration in lieu of stock-denominated fees and formula-based stock option grants which would have been awarded to directors in the ordinary course of business during the 2006-2007 time period under the issuer's compensation plans. /s/ Robert D. Bailey, attorney-in-fact 2007-10-30 -----END PRIVACY-ENHANCED MESSAGE-----