-----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, Eo+8eONqw0j7Qg/h9JaN+e/C5xfTftSmdds61pBeSqyayCt0yrZjLMUewL8FZ/KY lnr0zbglQ3RC8QNCxl/zsg== 0000898822-07-001321.txt : 20071030 0000898822-07-001321.hdr.sgml : 20071030 20071030215606 ACCESSION NUMBER: 0000898822-07-001321 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: BAUER GERHARD CENTRAL INDEX KEY: 0001361868 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04105 FILM NUMBER: 071201029 BUSINESS ADDRESS: BUSINESS PHONE: 585-338-6010 MAIL ADDRESS: STREET 1: ONE BAUSCH & LOMB PLACE CITY: ROCHESTER STATE: NY ZIP: 14604 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 gerhard_ex.xml X0202 4 2007-10-26 1 0000010427 BAUSCH & LOMB INC BOL 0001361868 BAUER GERHARD ONE BAUSCH & LOMB PLACE ROCHESTER NY 14604 0 1 0 0 Senior Vice President Common Stock 2007-10-26 4 D 0 10550 D 0 D Common Stock 2007-10-26 4 M 0 1189 A 0 D Non-Qualified Stock Options 61.9688 2007-10-26 4 D 0 2250 3.0312 D 2010-07-24 Common Stock 2250 0 D Non-Qualified Stock Options 29.845 2007-10-26 4 D 0 1500 35.155 D 2013-02-25 Common Stock 1500 0 D Non-Qualified Stock Options 54.26 2007-10-26 4 D 0 5000 11.84 D 2014-02-02 Common Stock 5000 0 D Phantom Stock 2007-10-26 4 M 0 596 0 D 2012-01-01 Common Stock 596 0 I Deferred Compensation Plan Phantom Stock 2007-10-26 4 M 0 593 0 D 2011-01-01 Common Stock 593 0 I Deferred Compensation Plan 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. /s/ Robert D. Bailey, attorney-in-fact 2007-10-30 -----END PRIVACY-ENHANCED MESSAGE-----