1
                                                Filed pursuant to Rule 424(b)(5)
                                                       Registration No. 33-51117
 
           PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED APRIL 25, 1994)
 
                                  $300,000,000
 
                           BAUSCH & LOMB INCORPORATED
                          MEDIUM-TERM NOTES, SERIES B
                DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
                            ------------------------
 
     The Company may offer from time to time its Medium-Term Notes, Series B,
due from 9 months to 30 years from the date of issue (the "Notes"), as selected
by the purchaser and agreed to by the Company, at an aggregate initial public
offering price not to exceed U.S. $300,000,000 or its equivalent in another
currency or composite currency.
 
     The Notes may be denominated in U.S. dollars or in such foreign currencies
or composite currencies as may be designated by the Company at the time of
offering. The Notes may also be issued with the principal amount thereof payable
at maturity, or the amount of interest payable on an interest payment date, to
be determined by reference to an index (e.g, currencies, composite currencies,
commodities or financial or non-financial indices) ("Indexed Notes"), as
specified in the applicable Pricing Supplement. The specific currency, composite
currency or any index, interest rate (if any), issue price and maturity date of
any Note will be set forth in a pricing supplement (a "Pricing Supplement") to
this Prospectus Supplement. Unless otherwise specified in the applicable Pricing
Supplement, Notes denominated in other than U.S. dollars or European Currency
Units ("ECUs") will not be sold in, or to residents of, the country issuing the
Specified Currency (as defined). See "Description of Notes".
 
     Unless otherwise specified in the applicable Pricing Supplement, the Notes,
except Zero Coupon Notes (as defined), will bear interest at a fixed rate or
rates (a "Fixed Rate Note") or at a floating rate (a "Floating Rate Note")
determined by reference to the Commercial Paper Rate, the Prime Rate, LIBOR, the
Treasury Rate, the CD Rate, the Federal Funds Rate or such other interest rate
formula as set forth in the Pricing Supplement, as adjusted by the Spread or
Spread Multiplier, if any, applicable to such Notes. Interest rates and interest
rate formulas are subject to change by the Company, but no such change will
affect any Notes already issued or as to which an offer to purchase has been
accepted by the Company. Unless otherwise specified in the applicable Pricing
Supplement, interest on the Fixed Rate Notes will be payable on each January 15
and July 15 and at Maturity. Interest on the Floating Rate Notes will be payable
on the dates specified therein and in the applicable Pricing Supplement. Zero
Coupon Notes will not bear interest.
 
     Unless a redemption commencement date (a "Redemption Commencement Date") or
a repayment date (a "Repayment Date") is specified in the applicable Pricing
Supplement, the Notes will not be redeemable or repayable prior to their Stated
Maturity. If a Redemption Commencement Date or a Repayment Date is so specified,
the Notes will be redeemable at the option of the Company, or repayable at the
option of the Holder, or both (as specified therein) at any time after such date
(or for a limited period) as described herein and in the applicable Pricing
Supplement.
 
     The Notes offered hereby will be issued in global or definitive form in a
minimum denomination of U.S. $100,000 or the approximate equivalent thereof in
the Specified Currency, as specified in the applicable Pricing Supplement. If
Notes are issued in global form, a global Note representing Book-Entry Notes
will be registered in the name of the nominee of The Depository Trust Company,
which will act as Depositary. Interests in Book-Entry Notes will be shown on,
and transfers thereof will be effected only through, records maintained by the
Depositary (with respect to participants' interests) and its participants.
Except as described herein under "Description of Notes Book-Entry System",
owners of beneficial interests in a global Note will not be considered the
Holders thereof and will not be entitled to receive physical delivery of Notes
in definitive form, and no global Note will be exchangeable except for another
global Note of like denomination and terms to be registered in the name of the
Depositary or its nominee. See "Description of Notes".
                            ------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
      THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY PRICING
       SUPPLEMENT HERETO OR THE PROSPECTUS. ANY REPRESENTATION TO THE
         CONTRARY IS A CRIMINAL OFFENSE.
                            ------------------------
 


                                                     PRICE TO                  AGENTS'                   PROCEEDS TO
                                                     PUBLIC(1)              COMMISSIONS(2)              COMPANY(2)(3)
                                              -------------------------------------------------------------------------------
                                                                                         
Per Note..................................             100%                  .125%-.875%               99.125%-99.875%
Total(4)..................................         $300,000,000          $375,000-$2,625,000      $297,375,000-$299,625,000

 
- ------------
(1) Notes will be issued at 100% of their principal amount, unless otherwise
    specified in the applicable Pricing Supplement.
(2) The Company will pay the Agents a commission of from .125% to .875%,
    depending on maturity, of the principal amount of any Notes sold through
    them as agents. Unless otherwise specified in the applicable Pricing
    Supplement, any Note sold to an Agent as principal will be purchased by such
    Agent at such discount as shall be agreed upon by the Company and such
    agent, or if no such discount is agreed, at a discount or commission
    equivalent to the commission applicable to an agency sale of a Note of
    identical maturity, and may be resold by such Agent. The Company has agreed
    to indemnify the Agents against certain liabilities, including liabilities
    under the Securities Act of 1933.
(3) Before deducting estimated expenses of $353,500 payable by the Company,
    including $75,000 of estimated expenses of the Agents to be reimbursed by
    the Company.
(4) Or the equivalent thereof in foreign currencies or currency units.
                            ------------------------
 
    Offers to purchase Notes are being solicited, on a reasonable efforts basis,
from time to time by the Agents on behalf of the Company. Notes may be sold to
the Agents on their own behalf at negotiated discounts. The Company reserves the
right to sell Notes directly on its own behalf. The Company also reserves the
right to withdraw, cancel or modify the offering contemplated hereby without
notice. No termination date for the offering of the Notes has been established.
The Company or the Agents may reject any order as a whole or in part. See
"Supplemental Plan of Distribution".
 
LAZARD FRERES & CO.                                       CHASE SECURITIES, INC.
CITICORP SECURITIES, INC.                                  MORGAN STANLEY & CO.
                                                               INCORPORATED
                            ------------------------
           THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 26, 1994.
   2
 
     IN CONNECTION WITH THE DISTRIBUTION OF THE NOTES, THE AGENTS MAY EFFECT
TRANSACTIONS IN THE NOTES WITH A VIEW TO STABILIZING OR MAINTAINING THE MARKET
PRICES OF THE NOTES AT LEVELS OTHER THAN THOSE WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN ANY OVER-THE-COUNTER
MARKET OR OTHERWISE AND, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                              DESCRIPTION OF NOTES
 
GENERAL
 
     The following description of the particular terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of Debt Securities set forth in
the accompanying Prospectus, to which description reference is hereby made.
 
     The Notes constitute a single series for purposes of the Indenture and are
limited in amount as set forth on the cover page hereof, less an amount equal to
the aggregate initial offering price of any other Debt Securities (as defined in
the Prospectus) issued from time to time. The foregoing limit, however, may be
increased by the Company if in the future it determines that it may wish to sell
additional Notes. For a description of the rights attaching to different series
of Debt Securities under the Indenture, see "Description of Debt Securities" in
the Prospectus.
 
     Unless previously redeemed, a Note will mature on the date ("Stated
Maturity") from 9 months to 30 years from its date of issue that is specified on
the face thereof and in the applicable Pricing Supplement or, if such Note is a
Floating Rate Note and such specified date is not a Market Day with respect to
such Note, the next succeeding Market Day (or, in the case of a LIBOR Note, if
such next succeeding Market Day falls in the next calendar month, the next
preceding Market Day). As used herein, the term "Market Day" means (a) with
respect to any Note (other than any LIBOR Note), any Business Day, and (b) with
respect to any LIBOR Note, any such Business Day on which dealings in deposits
in U.S. dollars are transacted in the London interbank market. The term
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday, which
is (i) not a day on which banking institutions in The City of New York generally
are authorized or obligated by law or executive order to close, and (ii) if the
Note is denominated in a Specified Currency (as defined below) other than U.S.
dollars, not a day on which banking institutions are authorized or obligated by
law or executive order to close in the financial center of the country issuing
the Specified Currency (which in the case of European Currency Units ("ECUs")
shall be Luxembourg, in which case "Business Day" shall not include any day that
is a non-ECU clearing day as determined by the ECU Banking Association in
Paris).
 
     Each Note will be denominated in a currency or composite currency
("Specified Currency") as specified on the face thereof and in the applicable
Pricing Supplement, which may include U.S. dollars, Australian dollars, New
Zealand dollars, Canadian dollars, Danish kroner, Italian lire, ECUs or any
other currency set forth in the applicable Pricing Supplement. Purchasers of the
Notes are required to pay for them by delivery of the requisite amount of the
Specified Currency to an Agent, unless other arrangements have been made. Unless
otherwise specified in the applicable Pricing Supplement, payments on the Notes
will be made in the applicable Specified Currency; provided that, at the
election of the Holder thereof and in certain circumstances at the option of the
Company, payments on Notes denominated in other than U.S. dollars may be made in
U.S. dollars. See "Payment of Principal and Interest".
 
     Each Note will be represented by either a global security (a "Global
Security") registered in the name of a nominee of the Depositary (each such Note
represented by a Global Security being herein referred to as a "Book-Entry
Note") or a certificate issued in definitive registered form, without coupons (a
"Certificated Note"), as set forth in the applicable Pricing Supplement. Except
as set forth under "Book-Entry System" below, Book-Entry Notes will not be
issuable in certificated form. So long as the Depositary or its nominee, as the
case may be, is the registered owner of any Global Security, the Depositary or
its nominee, as the case may be, will be considered the sole owner or Holder of
the Book-Entry Note or Notes represented by such Global
 
                                       S-2
   3
 
Security for all purposes under the Indenture and the Book-Entry Notes. It is
currently contemplated that only Notes that have a Specified Currency of U.S.
dollars will be issued as Book-Entry Notes. See "Book-Entry System" below.
 
     Certificated Notes may be presented for registration of transfer or
exchange at the Corporate Trust Office of Citibank, N.A. in the Borough of
Manhattan, The City of New York.
 
     The authorized denominations of any Note denominated in U.S. dollars will
be $100,000 and integral multiples of $1,000 in excess thereof. The authorized
denominations of any Note denominated in other than U.S. dollars will be the
amount of the Specified Currency for such Note equivalent, at the noon buying
rate for cable transfers in The City of New York for such Specified Currency
(the "Exchange Rate") on the first Business Day next preceding the date on which
the Company accepts the offer to purchase such Note, to U.S. $100,000 (rounded
down to an integral multiple of 10,000 units of such Specified Currency) and any
greater amount that is an integral multiple of 10,000 units of such Specified
Currency.
 
     Notes will be sold in individual issues of Notes having such interest rate
or interest rate formula, if any, Stated Maturity and date of original issuance
as shall be selected by the initial purchasers and agreed to by the Company.
Unless otherwise indicated in the applicable Pricing Supplement, each Note,
except any Zero Coupon Note (as defined below), will bear interest at either (i)
a fixed rate (a "Fixed Rate Note"), which may be zero in the case of Notes
issued at a discount from the principal amount payable at maturity thereof (a
"Zero Coupon Note") or (ii) a floating rate (a "Floating Rate Note") determined
by reference to the interest rate formula which may be adjusted by adding or
subtracting the Spread or multiplying by the Spread Multiplier (each term as
defined in "Floating Rate Notes" below).
 
     The Notes may be issued as Original Issue Discount Notes. An Original
Issue Discount Note is a Note, including any Zero Coupon Note, which is issued
at a price lower than the principal amount thereof and which provides that upon
redemption or acceleration of the maturity thereof an amount less than the
principal thereof shall become due and payable. In the event of redemption or
acceleration of the maturity of an Original Issue Discount Note, the amount
payable to the Holder of such Note upon such redemption or acceleration will be
determined in accordance with the terms of the Note, but will be an amount less
than the amount payable at the Stated Maturity of such Note. In addition, a
Note issued at a discount may, for United States federal income tax purposes,
be considered an original issue discount note, regardless of the amount payable
upon redemption or acceleration of maturity of such Note. See "United States
Taxation" below.
 
     Indexed Notes may be issued with the principal amount payable at maturity,
or the amount of interest payable on an interest payment date, to be determined
by reference to a currency exchange rate, composite currency, commodity price or
other financial or non-financial index as set forth in the applicable Pricing
Supplement. Holders of Indexed Notes may receive a principal amount at maturity
that is greater than, equal to or less than the face amount of such Notes
depending upon the value at maturity of the applicable index. Information as to
the methods for determining the principal amount payable at maturity or the
amount of interest payable on an interest payment date, as the case may be, any
currency or commodity market to which principal or interest is indexed, foreign
exchange risks and certain additional tax considerations with respect to Indexed
Notes will be set forth in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, the Notes
will not be subject to any sinking fund and, unless a Redemption Commencement
Date or a Repayment Date is specified in the applicable Pricing Supplement, will
not be redeemable or repayable prior to their Stated Maturity. If a Redemption
Commencement Date is so specified with respect to any Note, the applicable
Pricing Supplement will also specify one or more redemption prices (expressed as
a percentage of the principal amount of such Note) ("Redemption Prices") and the
redemption period or periods ("Redemption Periods") during which such Redemption
Prices shall apply. Unless otherwise specified in the Pricing Supplement, any
such Note shall be redeemable at the option of the Company or repayable at the
option of the Holder thereof (as specified in such Pricing Supplement) at any
time on or after such specified Redemption Commencement Date or Repayment Date,
as the case may be, or, with respect to redeemed Notes, for a limited period (as
specified in such Pricing Supplement) at the specified Redemption Price
applicable to the Redemption Period during which such Note is to be redeemed,
together with interest accrued to the redemption date. With
 
                                       S-3
   4
 
respect to the redemption of Global Securities, the Depositary advises that if
less than all of the Notes with like tenor and terms are to be redeemed, the
particular interests (in integral multiples of $1,000) in the Book-Entry Notes
representing the Notes to be redeemed shall be selected by the Depositary's
impartial lottery procedures.
 
     Unless otherwise specified in the applicable Pricing Supplement, the Notes
will not be subject to defeasance.
 
     The Pricing Supplement relating to each Note will describe the following
terms: (i) the Specified Currency with respect to such Note (and, if such
Specified Currency is other than U.S. dollars, certain other terms relating to
such Note, including the authorized denominations); (ii) the price (expressed as
a percentage of the aggregate principal amount thereof) at which such Note will
be issued; (iii) the date on which such Note will be issued; (iv) the date on
which such Note will mature; (v) whether such Note is a Fixed Rate Note or a
Floating Rate Note; (vi) if such Note is a Fixed Rate Note, the rate per annum
at which such Note will bear interest, if any, the interest payment date or
dates, if different from those set forth below under "Fixed Rate Notes"; (vii)
if such Note is a Floating Rate Note, the interest rate basis (the "Interest
Rate Basis") for each such Floating Rate Note which will be (a) the Commercial
Paper Rate, in which case such Note will be a Commercial Paper Rate Note, (b)
the Prime Rate, in which case such Note will be a Prime Rate Note, (c) the
London Inter-Bank Offered Rate ("LIBOR"), in which case such Note will be a
LIBOR Note, (d) the Treasury Rate, in which case such Note will be a Treasury
Rate Note, (e) the CD Rate, in which case such Note will be a CD Rate Note, (f)
the Federal Funds Rate, in which case such Note will be a Federal Funds Rate
Note, or (g) such other interest rate formula as is set forth in such Pricing
Supplement, and, if applicable, the Calculation Agent, the Index Maturity, the
Spread or Spread Multiplier, the Maximum Interest Rate, the Minimum Interest
Rate, the Initial Interest Rate, the Interest Payment Dates, the Regular Record
Dates, the Calculation Date, the Interest Determination Date and the Interest
Reset Date with respect to such Floating Rate Note; (viii) whether such Note is
an Original Issue Discount Note, and if so, the yield to maturity; (ix) whether
such Note is an Indexed Note, and if so, the principal amount thereof payable at
maturity, or the amount of interest payable on an interest payment date, as
determined by reference to the applicable index, in addition to certain other
information relating to the Indexed Note; (x) whether such Note may be redeemed
at the option of the Company, or repaid at the option of the holder, prior to
the Stated Maturity and, if so, the provisions relating to such redemption or
repayment; (xi) whether such Note will be issued initially as a Book-Entry Note
or a Certificated Note; and (xii) any other terms of such Note not inconsistent
with the provisions of the Indenture.
 
     Unless otherwise indicated in a Pricing Supplement, neither the covenants
of the Company under the Indenture nor those contained in the Notes will
necessarily afford Holders of the Notes protection in the event of a highly
leveraged transaction involving the Company, such as a leveraged buyout.
 
FIXED RATE NOTES
 
     Each Fixed Rate Note (except any Zero Coupon Note) will bear interest from
its date of issue or from the most recent Interest Payment Date to which
interest on such Note has been paid or duly provided for at the fixed rate per
annum stated on the face thereof and in the applicable Pricing Supplement until
the principal thereof is paid or made available for payment. Unless otherwise
specified in the applicable Pricing Supplement, interest on such Fixed Rate Note
will be payable semiannually on each January 15 and July 15 (each an "Interest
Payment Date") and at maturity or upon earlier redemption or repayment. Each
payment of interest in respect of an Interest Payment Date will include interest
accrued to but excluding such Interest Payment Date. Interest on Fixed Rate
Notes will be computed on the basis of a 360-day year of twelve 30-day months.
Interest will be payable on each Interest Payment Date and at maturity as
specified below under "Payment of Principal and Interest".
 
FLOATING RATE NOTES
 
     Each Floating Rate Note will bear interest from its date of issue or from
the most recent Interest Payment Date to which interest on such Note has been
paid or duly provided for, unless the applicable
 
                                       S-4
   5
 
Interest Reset Dates are weekly, in which case from the day following the most
recent Regular Record Date to which interest on such Note has been paid or duly
provided for, at the rate per annum determined pursuant to the interest rate
formula stated therein and in the applicable Pricing Supplement until the
principal thereof is paid or made available for payment. Interest will be
payable on each Interest Payment Date and at maturity as specified below under
"Payment of Principal and Interest".
 
     The interest rate for each Floating Rate Note will be determined by
reference to an interest rate formula which may be adjusted by adding or
subtracting the Spread, if any, or multiplying by the Spread Multiplier, if any,
(both terms as defined below). A Floating Rate Note may also have either or both
of the following: (a) a maximum interest rate limitation, or ceiling, on the
rate of interest which may accrue during any interest period (a "Maximum
Interest Rate"); and (b) a minimum interest rate limitation, or floor, on the
rate of interest which may accrue during any interest period (a "Minimum
Interest Rate"). The "Spread" is the number of basis points specified in the
applicable Pricing Supplement as being applicable to the interest rate for such
Note, and the "Spread Multiplier" is the percentage specified in the applicable
Pricing Supplement as being applicable to the interest rate for such Note.
"Index Maturity" means, with respect to a Floating Rate Note, the period to
maturity of the instrument or obligation on which the interest rate formula is
based, as specified in the applicable Pricing Supplement. Unless otherwise
provided in the applicable Pricing Supplement, Citibank, N.A. will be the
calculation agent (the "Calculation Agent") with respect to the Floating Rate
Notes.
 
     The rate of interest on each Floating Rate Note will be reset weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset Date"),
as specified in the applicable Pricing Supplement. The Interest Reset Date will
be, in the case of Floating Rate Notes (other than Treasury Rate Notes) which
reset weekly, the Wednesday of each week; in the case of Treasury Rate Notes
which reset weekly, the Tuesday of each week; in the case of Floating Rate Notes
which reset monthly, the third Wednesday of each month; in the case of Floating
Rate Notes which reset quarterly, the third Wednesday of March, June, September
and December; in the case of Floating Rate Notes which reset semi-annually, the
third Wednesday of two months of each year as specified in the applicable
Pricing Supplement; and in the case of Floating Rate Notes which reset annually,
the third Wednesday of one month of each year as specified in the applicable
Pricing Supplement; provided, however, that (a) the interest rate in effect from
the date of issue to the first Interest Reset Date with respect to a Floating
Rate Note will be the Initial Interest Rate (as set forth in the applicable
Pricing Supplement) and (b) the interest rate in effect for the ten days
immediately prior to maturity of a Note will be that in effect on the tenth day
preceding such maturity. If any Interest Reset Date for any Floating Rate Note
would otherwise be a day that is not a Market Day with respect to such Floating
Rate Note, the Interest Reset Date for such Floating Rate Note shall be
postponed to the next day that is a Market Day with respect to such Floating
Rate Note, except that in the case of a LIBOR Note, if such Market Day is in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Market Day.
 
     The Interest Determination Date pertaining to an Interest Reset Date for a
Commercial Paper Rate Note (the "Commercial Paper Interest Determination Date"),
for a Prime Rate Note (the "Prime Rate Interest Determination Date"), for a
LIBOR Note (the "LIBOR Interest Determination Date"), for a CD Rate Note (the
"CD Rate Interest Determination Date") and for a Federal Funds Rate Note (the
"Federal Funds Rate Interest Determination Date") will be the second Market Day
preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date for a Treasury Rate Note (the "Treasury Interest
Determination Date") will be the day of the week in which such Interest Reset
Date falls on which Treasury bills would normally be auctioned. Treasury bills
are usually sold at auction on the Monday of each week, unless that day is a
legal holiday, in which case the auction is usually held on the following
Tuesday, except that such auction may be held on the preceding Friday. If, as
the result of a legal holiday, an auction is so held on the preceding Friday,
such Friday will be the Treasury Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If an auction date
shall fall on any Interest Reset Date for a Treasury Rate Note, then such
Interest Reset Date shall instead be the first Market Day immediately following
such auction date.
 
                                       S-5
   6
 
     All percentages resulting from any calculations referred to in this
Prospectus Supplement will be rounded upwards, if necessary, to the next higher
one hundred-thousandth of a percentage point (e.g., 9.876541% (or .09876541)
being rounded to 9.87655% (or .0987655)), and all U.S. dollar amounts used in or
resulting from such calculations will be rounded to the nearest cent (with
one-half cent or more being rounded upwards).
 
     In addition to any maximum interest rate which may be applicable to any
Floating Rate Note pursuant to the above provisions, the interest rate on the
Floating Rate Notes will in no event be higher than the maximum rate permitted
by New York law, as the same may be modified by United States law of general
application. Under present New York law the maximum rate of interest is 25% per
annum on a simple interest basis, with certain exceptions. The limit may not
apply to Floating Rate Notes in which U.S. $2,500,000 or more has been invested.
 
     The Calculation Agent will calculate the interest rate with respect to each
Interest Reset Date on or before the applicable Calculation Date (as defined
below). Upon the request of the Holder of any Floating Rate Note, the
Calculation Agent will provide the interest rate then in effect, and, if
determined, the interest rate which will become effective on the next Interest
Reset Date with respect to such Floating Rate Note. The Calculation Agent's
determination of any interest rate will be final and binding in the absence of
manifest error.
 
COMMERCIAL PAPER RATE NOTES
 
     Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread or Spread
Multiplier, if any), and will be payable on the dates, specified on the face of
the Commercial Paper Rate Note and in the applicable Pricing Supplement. Unless
otherwise indicated in the applicable Pricing Supplement, the "Calculation Date"
pertaining to a Commercial Paper Interest Determination Date will be the tenth
day after such Commercial Paper Interest Determination Date or, if any such day
is not a Market Day, the next succeeding Market Day.
 
     Unless otherwise indicated in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to any Interest Reset Date, the
Money Market Yield (calculated as described below) of the per annum rate (quoted
on a bank discount basis) for the relevant Commercial Paper Interest
Determination Date for commercial paper having the specified Index Maturity as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper". In the event that such rate
is not published at or prior to 9:00 A.M., New York City time, on the relevant
Calculation Date, then the Commercial Paper Rate with respect to such Interest
Reset Date shall be the Money Market Yield of such rate on such Commercial Paper
Interest Determination Date for commercial paper having the specified Index
Maturity as published by the Federal Reserve Bank of New York in its daily
statistical release, "Composite 3:30 P.M. Quotations for U.S. Government
Securities" or any successor publication published by the Federal Reserve Bank
of New York ("Composite Quotations") under the heading "Commercial Paper". If by
3:00 P.M., New York City time, on such Calculation Date such rate is not yet
published in either H.15(519) or Composite Quotations, the Commercial Paper Rate
with respect to such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean of the offered
per annum rates (quoted on a bank discount basis), as of 11:00 A.M., New York
City time, on such Commercial Paper Interest Determination Date, of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper of the specified Index Maturity placed
for an industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency; provided, however, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, the Commercial Paper Rate with respect to such Interest Reset
Date will be the Commercial Paper Rate in effect on such Commercial Paper
Interest Determination Date.
 
                                       S-6
   7
 
     "Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
 

                                       360 X D
Money Market Yield   =   100   X   ----------------
                                    360 - (D X M)

 
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal calculated to seven decimal places,
without rounding; and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
 
PRIME RATE NOTES
 
     Prime Rate Notes will bear interest at the interest rates (calculated with
reference to the Prime Rate and the Spread or Spread Multiplier, if any), and
will be payable on the dates specified on the face of the Prime Rate Note and in
the applicable Pricing Supplement. Unless otherwise indicated in the applicable
Pricing Supplement, the "Calculation Date" pertaining to a Prime Rate Interest
Determination Date will be the tenth day after such Prime Rate Interest
Determination Date or, if any such day is not a Market Day, the next succeeding
Market Day.
 
     Unless otherwise indicated in the applicable Pricing Supplement, "Prime
Rate" means, with respect to any Interest Reset Date, the rate set forth for the
relevant Prime Rate Interest Determination Date in H.15(519) under the heading
"Bank Prime Loan". In the event that such rate is not published at or prior to
9:00 A.M., New York City time, on the relevant Calculation Date, then the Prime
Rate with respect to such Interest Reset Date will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the display
designated as page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks)
("Reuters Screen NYMF Page") as such bank's prime rate or base lending rate as
in effect for such Prime Rate Interest Determination Date. If fewer than four
such rates appear on the Reuters Screen NYMF Page on such Prime Rate Interest
Determination Date, the Prime Rate with respect to such Interest Reset Date will
be the arithmetic mean of the prime rates or base lending rates (quoted on the
basis of the actual number of days in the year divided by a 360-day year) as of
the close of business on such Prime Rate Interest Determination Date by three
major banks in The City of New York selected by the Calculation Agent; provided,
however, that if fewer than three banks selected as aforesaid by the Calculation
Agent are quoting as mentioned in this sentence, the Prime Rate with respect to
such Interest Reset Date will be the Prime Rate in effect on such Prime Rate
Interest Determination Date.
 
LIBOR NOTES
 
     LIBOR Notes will bear interest at the interest rates (calculated with
reference to LIBOR and the Spread or Spread Multiplier, if any), and will be
payable on the dates specified on the face of the LIBOR Note and in the
applicable Pricing Supplement. Unless otherwise specified in the applicable
Pricing Supplement, the "Calculation Date" with respect to a LIBOR Interest
Determination Date will be the tenth day after such LIBOR Interest Determination
Date or, if any such day is not a Market Day, the next succeeding Market Day.
 
     Unless otherwise indicated in the applicable Pricing Supplement, LIBOR,
with respect to any Interest Reset Date, will be determined by the Calculation
Agent in accordance with the following provisions:
 
          (i) On the relevant LIBOR Interest Determination Date, LIBOR will be
     determined (a) if "Reuters" is specified in the applicable Pricing
     Supplement, on the basis of the offered rates for deposits of not less than
     U.S. $1,000,000 having the specified Index Maturity, commencing on the
     second Market Day immediately following such LIBOR Interest Determination
     Date, which appear on the display designated as page "LIBO" on the Reuters
     Monitor Money Rates Service (or such other page as may replace the LIBO
     page on that service for the purpose of displaying London interbank offered
     rates of major banks) ("Reuters Screen LIBO Page") as of 11:00 A.M., London
     time ("LIBOR Reuters"), or (b) if "Telerate" is specified in the applicable
     Pricing Supplement, the rate for deposits in U.S. dollars
 
                                       S-7
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     for the period of the Index Maturity that appears on the Telerate Page 3750
     (or such other page as may replace the 3750 page on that service or such
     other service or services as may be nominated by the British Bankers'
     Association for the purpose of displaying London interbank offered rates
     for U.S. dollar deposits) ("Telerate Page 3750") at approximately 11:00 AM,
     London time, on such LIBOR Interest Determination Date ("LIBOR Telerate").
     If neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable
     Pricing Supplement, LIBOR will be determined as if LIBOR Telerate had been
     specified. If at least two such offered rates appear on the Reuters Screen
     LIBO Page, LIBOR Reuters with respect to such Interest Reset Date will be
     the arithmetic mean of such offered rates as determined by the Calculation
     Agent. If fewer than two offered rates appear on the Reuters Screen LIBO
     Page, or if no rate appears on the Telerate Page 3750, as applicable, LIBOR
     with respect to such Interest Reset Date will be determined as described in
     (ii) below.
 
          (ii) With respect to a LIBOR Interest Determination Date on which
     fewer than two offered rates for the applicable Index Maturity appear on
     the Reuters Screen LIBO Page as described in (i)(a) above or no rate
     appears on Telerate Page 3750 as described in (i)(b) above, LIBOR will be
     determined on the basis of the rates at approximately 11:00 A.M., London
     time, on such LIBOR Interest Determination Date at which deposits in U.S.
     dollars having the specified Index Maturity are offered to prime banks in
     the London interbank market by four major banks in the London interbank
     market selected by the Calculation Agent commencing on the second Market
     Day immediately following such LIBOR Interest Determination Date and in a
     principal amount equal to an amount of not less than U.S. $1,000,000 that
     in the Calculation Agent's judgment is representative for a single
     transaction in such market at such time (a "Representative Amount"). The
     Calculation Agent will request the principal London office of each of such
     banks to provide a quotation of its rate. If at least two such quotations
     are provided, LIBOR with respect to such Interest Reset Date will be the
     arithmetic mean of such quotations. If fewer than two quotations are
     provided, LIBOR with respect to such Interest Reset Date will be the
     arithmetic mean of the rates quoted at approximately 11:00 A.M., New York
     City time, on such LIBOR Interest Determination Date by three major banks
     in The City of New York, selected by the Calculation Agent, for loans in
     U.S. dollars to leading European banks having the specified Index Maturity
     commencing on the Interest Reset Date and in a Representative Amount;
     provided, however, that if fewer than three banks selected as aforesaid by
     the Calculation Agent are quoting as mentioned in this sentence, LIBOR with
     respect to such Interest Reset Date will be the LIBOR in effect on such
     LIBOR Interest Determination Date.
 
TREASURY RATE NOTES
 
     Treasury Rate Notes will bear interest at the interest rates (calculated
with reference to the Treasury Rate and the Spread or Spread Multiplier, if any)
and will be payable on the dates specified on the face of the Treasury Rate Note
and in the applicable Pricing Supplement. Unless otherwise specified in the
applicable Pricing Supplement, the "Calculation Date" with respect to a Treasury
Interest Determination Date will be the tenth day after such Treasury Interest
Determination Date or, if any such day is not a Market Day, the next succeeding
Market Day.
 
     Unless otherwise indicated in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to any Interest Reset Date, the rate for the auction
on the relevant Treasury Interest Determination Date of direct obligations of
the United States ("Treasury bills") having the specified Index Maturity as
published in H.15(519) under the heading "U.S. Government Securities/Treasury
Bills/Auction Average (Investment)" or, if not so published by 9:00 A.M., New
York City time, on the relevant Calculation Date, the auction average rate
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) for such auction as otherwise
announced by the United States Department of the Treasury. In the event that the
results of such auction of Treasury bills having the specified Index Maturity
are not published or reported as provided above by 3:00 P.M., New York City
time, on such Calculation Date, or if no such auction is held by the relevant
Interest Determination Date, then the Treasury Rate shall be the rate set forth
in H.15(519) for the relevant Treasury Rate Interest Determination Date for the
specified Index Maturity under the heading "U.S. Government Securities/Treasury
Bills/Secondary Market". In the event
 
                                       S-8
   9
 
such rate is not so published by 3:00 P.M., New York City time, on the relevant
Calculation Date, the Treasury Rate with respect to such Interest Reset Date
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates as of approximately 3:30 P.M., New York City time, on
such Treasury Interest Determination Date, of three leading primary United
States government securities dealers in The City of New York selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the specified Index Maturity; provided, however, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Treasury Rate with respect to such Interest
Reset Date will be the Treasury Rate in effect on such Treasury Interest
Determination Date.
 
CD RATE NOTES
 
     CD Rate Notes will bear interest at the interest rates (calculated with
reference to the CD Rate and the Spread or Spread Multiplier, if any), and will
be payable on the dates specified on the face of the CD Rate Note and in the
applicable Pricing Supplement. Unless otherwise indicated in the applicable
Pricing Supplement, the "Calculation Date" pertaining to a CD Rate Interest
Determination Date will be the tenth day after such CD Rate Interest
Determination Date or, if such day is not a Market Day, the next succeeding
Market Day.
 
     Unless otherwise indicated in the applicable Pricing Supplement, "CD Rate"
means, with respect to any Interest Reset Date, the rate for the relevant CD
Rate Interest Determination Date for negotiable certificates of deposit having
the specified Index Maturity as published in H.15(519) under the heading "CDs
(Secondary Market)". In the event that such rate is not published prior to 9:00
A.M., New York City time, on the relevant Calculation Date, then the CD Rate
with respect to such Interest Reset Date shall be the rate on such CD Rate
Interest Determination Date for negotiable certificates of deposit having the
specified Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit". If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not published in either H.15(519) or Composite
Quotations, the CD Rate with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates, as of 10:00 A.M., New York City time, on such CD
Rate Interest Determination Date, of three leading nonbank dealers of negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money market banks with a remaining maturity closest to the specified Index
Maturity in a denomination of U.S. $5,000,000; provided, however, that if fewer
than three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the CD Rate with respect to such Interest Reset Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.
 
FEDERAL FUNDS RATE NOTES
 
     Federal Funds Rate Notes will bear interest at the interest rates
(calculated with reference to the Federal Funds Rate and the Spread or Spread
Multiplier, if any), and will be payable on the dates specified on the face of
the Federal Funds Rate Note and in the applicable Pricing Supplement. Unless
otherwise indicated in the applicable Pricing Supplement, the "Calculation Date"
pertaining to a Federal Funds Interest Determination Date will be the tenth day
after such Federal Funds Interest Determination Date or, if such day is not a
Market Day, the next succeeding Market Day.
 
     Unless otherwise indicated in the applicable Pricing Supplement, "Federal
Funds Rate" means, with respect to any Interest Reset Date, the rate on the
relevant Federal Funds Interest Determination Date for Federal Funds as
published in H.15(519) under the heading "Federal Funds (Effective)". In the
event that such rate is not published prior to 9:00 A.M., New York City time, on
the relevant Calculation Date, then the Federal Funds Rate with respect to such
Interest Reset Date will be the rate on such Federal Funds Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate". If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not published in either H.15(519) or Composite
Quotations, the Federal Funds Rate with respect to such Interest Reset Date
shall
 
                                       S-9
   10
 
be calculated by the Calculation Agent and shall be the arithmetic mean of the
rates, as of 9:00 A.M., New York City time, on such Federal Funds Interest
Determination Date, for the last transaction in overnight Federal Funds arranged
by three leading brokers of Federal Funds transactions in The City of New York
selected by the Calculation Agent; provided, however, that if fewer than three
brokers selected as aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, the Federal Funds Rate with respect to such Interest Reset
Date will be the Federal Funds Rate in effect on such Federal Funds Interest
Determination Date.
 
PAYMENT OF PRINCIPAL AND INTEREST
 
     Unless otherwise specified in the applicable Pricing Supplement, payments
of principal of (and premium, if any) and interest on all Fixed Rate Notes and
Floating Rate Notes will be made in the applicable Specified Currency; provided,
however, that payments of principal (and premium, if any) and interest on Notes
denominated in other than U.S. dollars will nevertheless be made in U.S. dollars
(i) at the option of the Holders thereof under the procedures described in the
two following paragraphs and (ii) at the option of the Company in the case of
imposition of exchange controls or other circumstances beyond the control of the
Company as described in the last paragraph under this heading. If specified in
the applicable Pricing Supplement, the amount of principal payable on the Notes
therein described will be determined by reference to an index or formula
described in such Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, and except
as provided in the next paragraph, payments of interest and principal (and
premium, if any) with respect to any Note denominated in other than U.S. dollars
will be made in U.S. dollars if the Holder of such Note on the relevant Regular
Record Date or at maturity, as the case may be, has transmitted a written
request for such payment in U.S. dollars to the Paying Agent at its Corporate
Trust Office in The City of New York on or prior to such Regular Record Date or
the date 15 days prior to maturity, as the case may be. Such request may be in
writing (mailed or hand delivered) or by cable or telex or, if promptly
confirmed in writing, by other form of facsimile transmission. Any such request
made with respect to any Note by a Holder will remain in effect with respect to
any further payments of interest and principal (and premium, if any) with
respect to such Note payable to such Holder, unless such request is revoked on
or prior to the relevant Regular Record Date or the date 15 days prior to
maturity, as the case may be. Holders of Notes denominated in other than U.S.
dollars whose Notes are registered in the name of a broker or nominee should
contact such broker or nominee to determine whether and how an election to
receive payments in U.S. dollars may be made.
 
     Unless otherwise specified in the applicable Pricing Supplement, the U.S.
dollar amount to be received by a Holder of a Note denominated in other than
U.S. dollars who elects to receive payment in U.S. dollars will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent (as defined below) as of 11:00 A.M., New York City time, on the second
Business Day next preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes electing to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available on the second Business Day preceding
the date of payment of principal (and premium, if any) or interest with respect
to any Note, such payment will be made in the Specified Currency. All currency
exchange costs associated with any payment in U.S. dollars on any such Note will
be borne by the Holder thereof by deductions from such payment. Unless otherwise
provided in the applicable Pricing Supplement, Citibank, N.A. will be the
Exchange Rate Agent (the "Exchange Rate Agent") with respect to the Notes.
 
     Interest will be payable to the person in whose name a Note is registered
(which in the case of Global Securities representing Book-Entry Notes will be
the Depositary or a nominee of the Depositary) at the close of business on the
Regular Record Date next preceding each Interest Payment Date; provided,
however, that interest payable at maturity will be payable to the person to whom
principal shall be payable (which in the case of Global Securities representing
Book-Entry Notes will be the Depositary or a nominee of the Depositary). The
first payment of interest on any Note originally issued between a Regular Record
Date and
 
                                      S-10
   11
 
an Interest Payment Date will be made on the Interest Payment Date following the
next succeeding Regular Record Date to the Holder on such next succeeding
Regular Record Date. Unless otherwise indicated in the applicable Pricing
Supplement, the "Regular Record Date" with respect to any Floating Rate Note
shall be the date 15 calendar days prior to each Interest Payment Date, whether
or not such date shall be a Business Day, and the "Regular Record Date" with
respect to any Fixed Rate Note shall be the January 1 and July 1 next preceding
the January 15 and July 15 Interest Payment Dates.
 
     Unless otherwise indicated in the applicable Pricing Supplement, and except
as provided below, interest will be payable, in the case of Floating Rate Notes
which reset weekly, on the third Wednesday of March, June, September and
December of each year; in the case of Floating Rate Notes which reset monthly,
on the third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year (as indicated in the applicable Pricing
Supplement); in the case of Floating Rate Notes which reset quarterly, on the
third Wednesday of March, June, September and December of each year; in the case
of Floating Rate Notes which reset semi-annually, on the third Wednesday of the
two months of each year specified in the applicable Pricing Supplement; and in
the case of Floating Rate Notes which reset annually, on the third Wednesday of
the month specified in the applicable Pricing Supplement (each an "Interest
Payment Date"), and in each case, at maturity. If an Interest Payment Date with
respect to any Floating Rate Note would otherwise fall on a day that is not a
Market Day with respect to such Note, such Interest Payment Date will be the
next succeeding Market Day (or, in the case of a LIBOR Note, if such day falls
in the next calendar month, the next preceding Market Day).
 
     Payments of interest on any Fixed Rate Note or Floating Rate Note with
respect to any Interest Payment Date will include interest accrued to but
excluding such Interest Payment Date; provided, however, that if the Interest
Reset Dates with respect to any Floating Rate Note are weekly, interest payable
on such Note on any Interest Payment Date, other than interest payable on the
date on which principal on such Note is payable, will include interest accrued
to and including the next preceding Regular Record Date.
 
     With respect to a Floating Rate Note, accrued interest from the date of
issue or from the last date to which interest has been paid is calculated by
multiplying the face amount of such Floating Rate Note by an accrued interest
factor. Such accrued interest factor is computed by adding the interest factor
calculated for each day from the date of issue, or from the last date to which
interest has been paid, to but excluding the date for which accrued interest is
being calculated. The interest factor (expressed as a decimal) for each such day
is computed by dividing the interest rate (expressed as a decimal) applicable to
such date by 360, in the case of Commercial Paper Rate Notes, Prime Rate Notes,
LIBOR Notes, CD Rate Notes or Federal Funds Rate Notes, or by the actual number
of days in the year, in the case of Treasury Rate Notes. Interest on Fixed Rate
Notes will be computed on the basis of a 360-day year of twelve 30-day months.
 
     Any payment on any Note due on any day which is not a Market Day need not
be made on such day, but may be made on the next succeeding Market Day (or, in
the case of a LIBOR Note, if such day falls in the next calendar month, the next
preceding Market Day) with the same force and effect as if made on the due date,
and no interest shall accrue for the period from and after such date.
 
     Payment of the principal of (and premium, if any) and any interest due with
respect to any Certificated Note at maturity to be made in U.S. dollars will be
made in immediately available funds upon surrender of such Note at the Corporate
Trust Office of Citibank, N.A. in the Borough of Manhattan, The City of New
York, provided that the Certificated Note is presented to the Paying Agent in
time for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Payments of interest with respect to Certificated Notes
to be made in U.S. dollars other than at maturity will be made by check mailed
to the address of the person entitled thereto as it appears in the Security
Register or by wire transfer to such account as may have been appropriately
designated by such Person.
 
     The total amount of any principal, premium, if any, and interest due on any
Global Security representing one or more Book-Entry Notes on any Interest
Payment Date or at maturity will be made available to the Trustee on such date.
As soon as possible thereafter, the Trustee will make such payments to The
Depository Trust Company, New York, New York (the "Depositary"). The Depositary
will allocate such payments to each Book-Entry Note represented by such Global
Security and make payments to its participants in
 
                                      S-11
   12
 
accordance with its existing operating procedures. Neither the Company nor the
Trustee shall have any responsibility or liability for such payments by the
Depositary. So long as the Depositary or its nominee is the registered owner of
any Global Security, the Depositary or its nominee, as the case may be, will be
considered the sole Holder of the Book-Entry Note or Notes represented by such
Global Security for all purposes under the Indenture and the Book-Entry Notes.
The Company understands, however, that under existing industry practice, the
Depositary will authorize the persons on whose behalf it holds a Global Security
to exercise certain rights of Holders of Securities. See "Book-Entry System".
 
     Unless otherwise specified in the applicable Pricing Supplement, payments
of interest and principal (and premium, if any) with respect to any Note to be
made in a Specified Currency other than U.S. dollars will be made by wire
transfer of immediately available funds to such account with a bank located in
the country issuing the Specified Currency (or, with respect to Notes
denominated in ECUs, to an ECU account) or other jurisdiction acceptable to the
Company and the Trustee as shall have been designated at least five Business
Days prior to the Interest Payment Date or Stated Maturity, as the case may be,
by the Holder of such Note on the relevant Regular Record Date or maturity,
provided that, in the case of payment of principal (and premium, if any) and any
interest due at maturity, the Note is presented to the Paying Agent in time for
the Paying Agent to make such payments in such funds in accordance with its
normal procedures. Such designation shall be made by filing the appropriate
information with the Paying Agent at its Corporate Trust Office in The City of
New York and, unless revoked, any such designation made with respect to any Note
by a Holder will remain in effect with respect to any further payments with
respect to such Note payable to such Holder. If a payment with respect to any
such Note cannot be made by wire transfer because the required designation has
not been received by the Paying Agent on or before the requisite date or for any
other reason, a notice will be mailed to the Holder at its registered address
requesting a designation pursuant to which such wire transfer can be made and,
upon the Paying Agent's receipt of such a designation, such payment will be made
within five Business Days of such receipt. The Company will pay any
administrative costs imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed upon such
payments will be borne by the Holders of such Notes in respect of which such
payments are made.
 
     If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to Holders of the Notes by making such payment in U.S. dollars on the basis of
the most recently available Exchange Rate. Any payment made under such
circumstances in U.S. dollars where the required payment is in other than U.S.
dollars will not constitute an Event of Default under the Indenture.
 
BOOK-ENTRY SYSTEM
 
     Upon issuance, all Book-Entry Notes bearing interest (if any) at the same
rate or pursuant to the same formula, having the same date of issuance,
redemption provisions, if any, Specified Currency, Stated Maturity and other
terms will be represented by a single Global Security. Each Global Security
representing Book-Entry Notes will be deposited with, or on behalf of, the
Depositary located in the Borough of Manhattan, The City of New York, and will
be registered in the name of the Depositary or a nominee of the Depositary.
Currently, the Depositary accepts deposits of Global Securities denominated in
U.S. dollars only.
 
     Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit the accounts of its participants held with
it with the respective principal or face amounts of the Book-Entry Notes
represented by such Global Security. Such accounts shall be designated by the
Agents with respect to Book-Entry Notes or by the Company if such Notes are
offered and sold directly by the Company. Ownership of beneficial interests in a
Global Security will be limited to participants and to persons that have
accounts with the Depositary ("participants") or persons that may hold interests
through participants. Ownership interests in a Global Security will be shown on,
and the transfer of that ownership interest will be effected only through,
records maintained by the Depositary or its nominee (with respect to a
participant's interest) for such Global Security and records maintained by
participants (with respect to interests of persons other than participants).
 
                                      S-12
   13
 
     Payment of principal of and any premium and interest on Book-Entry Notes
represented by any such Global Security will be made to the Depositary or its
nominee, as the case may be, as the sole registered owner and the sole Holder of
the Book-Entry Notes represented thereby for all purposes under the Indenture.
Neither the Company or the Trustee, nor any agent of the Company or the Trustee,
will have any responsibility or liability for any aspect of the Depositary's
records relating to or payments made on account of beneficial ownership
interests in a Global Security representing any Book-Entry Notes or for
maintaining, supervising or reviewing any of the Depositary's records relating
to such beneficial ownership interests.
 
     The Company has been advised by the Depositary that upon receipt of any
payment of principal of or any premium or interest on any Global Security, the
Depositary will immediately credit, on its book-entry registration and transfer
system, the accounts of participants with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such Global
Security as shown on the records of the Depositary. Payments by participants to
owners of beneficial interests in a Global Security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for customer accounts registered in
"street name", and will be the sole responsibility of such participants.
 
     A Global Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary. A Global Security representing
Book-Entry Notes is exchangeable only if (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (ii) the Company in its sole discretion determines that all such Global
Securities shall be exchangeable for definitive Notes in registered form, or
(iii) an Event of Default, or an event which with notice or the passage of time
would be an Event of Default, with respect to the Notes represented by such
Global Security has occurred and is continuing. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
Certificated Notes issuable in denominations of $100,000 and integral multiples
of $1,000 in excess thereof and registered in such names as the Depositary
holding such Global Security shall direct. Subject to the foregoing, the Global
Security is not exchangeable, except for a Global Security of like denomination
to be registered in the name of the Depositary or its nominee.
 
     So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole Holder of Book-Entry Notes
represented by such Global Security for the purposes of receiving payment on the
Notes, receiving notices and for all other purposes under the Indenture and the
Notes. Except as provided above, owners of beneficial interests in a Global
Security will not be entitled to receive physical delivery of Notes in
definitive form and will not be considered the Holders thereof for any purpose
under the Indenture. Accordingly, each person owning a beneficial interest in
such a Global Security must rely on the procedures of the Depositary and, if
such person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a Holder under
the Indenture. The Indenture provides that the Depositary may grant proxies and
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture. The Company understands that
under existing industry practices, in the event that the Company requests any
action of Holders or that an owner of a beneficial interest in such a Global
Security desires to give or take any action which a Holder is entitled to give
or take under the Indenture, the Depositary would authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners owning through them.
 
     The Depositary has advised the Company that the Depositary is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the Exchange Act. The Depositary was created to hold the
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for
 
                                      S-13
   14
 
physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers (including the Agents), banks, trust
companies, clearing corporations, and certain other organizations some of whom
(and/or their representatives) own the Depositary. Access to the Depositary's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a participant, either directly or indirectly.
 
                             UNITED STATES TAXATION
 
     The following summary of the principal United States federal income tax
consequences of ownership of Notes represents the opinion of Sullivan &
Cromwell, special tax counsel to the Company. It deals only with Notes held as
capital assets by initial purchasers, and not with special classes of holders,
such as dealers in securities or currencies, banks, tax-exempt organizations,
life insurance companies, persons that hold Notes that are a hedge or that are
hedged against currency risks or that are part of a straddle or conversion
transaction, or persons whose functional currency is not the U.S. dollar. The
summary is based on the Internal Revenue Code of 1986, as amended (the "Code"),
its legislative history, existing and proposed regulations thereunder, published
rulings and court decisions, all as currently in effect and all subject to
change at any time, perhaps with retroactive effect.
 
     Prospective purchasers of Notes should consult their own tax advisors
concerning the consequences, in their particular circumstances, under the Code
and the laws of any other taxing jurisdiction, of ownership of Notes.
 
UNITED STATES HOLDERS
 
Payments of Interest
 
     Interest on a Note, whether payable in U.S. dollars or a currency,
composite currency or basket of currencies other than U.S. dollars (a "foreign
currency"), other than interest on a "Discount Note" that is not "qualified
stated interest" (each as defined below under "Original Issue
Discount -- General"), will be taxable to a United States Holder as ordinary
income at the time it is received or accrued, depending on the holder's method
of accounting for tax purposes. A "United States Holder" is a beneficial owner
who or that is (i) a citizen or resident of the United States, (ii) a domestic
corporation or (iii) otherwise subject to United States federal income taxation
on a net income basis in respect of the Note.
 
     If an interest payment is denominated in, or determined by reference to, a
foreign currency, the amount of income recognized by a cash basis United States
Holder will be the U.S. dollar value of the interest payment, based on the
exchange rate in effect on the date of receipt, regardless of whether the
payment is in fact converted into U.S. dollars.
 
     An accrual basis United States Holder may determine the amount of income
recognized with respect to an interest payment denominated in, or determined by
reference to, a foreign currency in accordance with either of two methods. Under
the first method, the amount of income accrued will be based on the average
exchange rate in effect during the interest accrual period (or, with respect to
an accrual period that spans two taxable years, the part of the period within
the taxable year). Upon receipt of the interest payment (including a payment
attributable to accrued but unpaid interest upon the sale or retirement of a
Note) denominated in, or determined by reference to, a foreign currency, the
United States Holder will recognize ordinary income or loss measured by the
difference between the average exchange rate used to accrue interest income and
the exchange rate in effect on the date of receipt, regardless of whether the
payment is in fact converted into U.S. dollars.
 
     Under the second method, the United States Holder may elect to determine
the amount of income accrued on the basis of the exchange rate in effect on the
last day of the accrual period or, in the case of an accrual period that spans
two taxable years, the exchange rate in effect on the last day of the part of
the period within the taxable year. Additionally, if a payment of interest is
actually received within five business days of the last day of the accrual
period or taxable year, an electing accrual basis United States Holder may
instead translate such accrued interest into U.S. dollars at the exchange rate
in effect on the day of actual receipt. Any
 
                                      S-14
   15
 
such election will apply to all debt instruments held by the United States
Holder at the beginning of the first taxable year to which the election applies
or thereafter acquired by the United States Holder, and will be irrevocable
without the consent of the Internal Revenue Service (the "Service").
 
Original Issue Discount
 
     General.  A Note, other than a Note with a term of one year or less (a
"short-term Note"), will be treated as issued at an original issue discount (a
"Discount Note") if the excess of the Note's "stated redemption price at
maturity" over its issue price is more than a "de minimis amount" (as defined
below). Generally, the issue price of a Note will be the first price at which a
substantial amount of Notes included in the issue of which the Note is a part is
sold to other than bond houses, brokers, or similar persons or organizations
acting in the capacity of underwriters, placement agents, or wholesalers. The
stated redemption price at maturity of a Note is the total of all payments
provided by the Note that are not payments of "qualified stated interest". A
qualified stated interest payment is generally any one of a series of stated
interest payments on a Note that are unconditionally payable at least annually
at a single fixed rate (with certain exceptions for lower rates paid during some
periods) applied to the outstanding principal amount of the Note. Special rules
for "Variable Rate Notes" (as defined below under "Original Issue
Discount -- Variable Rate Notes") are described below under "Original Issue
Discount -- Variable Rate Notes".
 
     In general, if the excess of a Note's stated redemption price at maturity
over its issue price is less than 1/4 of 1 percent of the Note's stated
redemption price at maturity multiplied by the number of complete years to its
maturity (the "de minimis amount"), then such excess, if any, constitutes "de
minimis original issue discount" and the Note is not a Discount Note. Unless the
election described below under "Election to Treat All Interest as Original Issue
Discount" is made, a United States Holder of a Note with de minimis original
issue discount must include such de minimis original issue discount in income as
stated principal payments on the Note are made. The includible amount with
respect to each such payment will equal the product of the total amount of the
Note's de minimis original issue discount and a fraction, the numerator of which
is the amount of the principal payment made and the denominator of which is the
stated principal amount of the Note.
 
     United States Holders of Discount Notes having a maturity of more than one
year from their date of issue must include original issue discount ("OID") in
income calculated on a constant-yield method before the receipt of cash
attributable to such income and, generally, will have to include in income
increasingly greater amounts of OID over the life of the Note. The amount of OID
includible in income by a United States Holder of a Discount Note is the sum of
the daily portions of OID with respect to the Discount Note for each day during
the taxable year or portion of the taxable year on which the United States
Holder holds such Discount Note ("accrued OID"). The daily portion is determined
by allocating to each day in any "accrual period" a pro rata portion of the OID
allocable to that accrual period. Accrual periods with respect to a Note may be
of any length selected by the United States Holder and may vary in length over
the term of the Note as long as (i) no accrual period is longer than one year
and (ii) each scheduled payment of interest or principal on the Note occurs on
either the final or first day of an accrual period. The amount of OID allocable
to an accrual period equals the excess of (a) the product of the Discount Note's
adjusted issue price at the beginning of the accrual period and such Note's
yield to maturity (determined on the basis of compounding at the close of each
accrual period and properly adjusted for the length of the accrual period) over
(b) the sum of the payments of qualified stated interest on the Note allocable
to the accrual period. The "adjusted issue price" of a Discount Note at the
beginning of any accrual period is the issue price of the Note increased by (x)
the amount of accrued OID for each prior accrual period and decreased by (y) the
amount of any payments previously made on the Note that were not qualified
stated interest payments. For purposes of determining the amount of OID
allocable to an accrual period, if an interval between payments of qualified
stated interest on the Note contains more than one accrual period, the amount of
qualified stated interest payable at the end of the interval (including any
qualified stated interest that is payable on the first day of the accrual period
immediately following the interval) is allocated pro rata on the basis of
relative lengths to each accrual period in the interval, and the adjusted issue
price at the beginning of each accrual period in the interval must be increased
by the amount of any qualified stated interest that has accrued prior to the
first day of the accrual period but
 
                                      S-15
   16
 
that is not payable until the end of the interval. The amount of OID allocable
to an initial short accrual period may be computed using any reasonable method
if all other accrual periods other than a final short accrual period are of
equal length. The amount of OID allocable to the final accrual period is the
difference between (x) the amount payable at the maturity of the Note (other
than any payment of qualified stated interest) and (y) the Note's adjusted issue
price as of the beginning of the final accrual period.
 
     Acquisition Premium.  A United States Holder that purchases a Note for an
amount less than or equal to the sum of all amounts payable on the Note after
the purchase date other than payments of qualified stated interest but in excess
of its adjusted issue price (any such excess being "acquisition premium") and
that does not make the election described below under "Election to Treat All
Interest as Original Issue Discount" is permitted to reduce the daily portions
of OID by a fraction, the numerator of which is the excess of the United States
Holder's adjusted basis in the Note immediately after its purchase over the
adjusted issue price of the Note, and the denominator of which is the excess of
the sum of all amounts payable on the Note after the purchase date, other than
payments of qualified stated interest, over the Note's adjusted issue price.
 
     Market Discount.  A Note, other than a short-term Note, will be treated as
purchased at a market discount (a "Market Discount Note") if (i) the amount for
which a United States Holder purchased the Note is less than the Note's issue
price (as determined above under "Original Issue Discount -- General") and (ii)
the Note's stated redemption price at maturity or, in the case of a Discount
Note, the Note's "revised issue price", exceeds the amount for which the United
States Holder purchased the Note by at least 1/4 of 1 percent of such Note's
stated redemption price at maturity or revised issue price, respectively,
multiplied by the number of complete years to the Note's maturity. If such
excess is not sufficient to cause the Note to be a Market Discount Note, then
such excess constitutes "de minimis market discount". The Code provides that,
for these purposes, the "revised issue price" of a Note generally equals its
issue price, increased by the amount of any OID that has accrued on the Note.
 
     Any gain recognized on the maturity or disposition of a Market Discount
Note will be treated as ordinary income to the extent that such gain does not
exceed the accrued market discount on such Note. Alternatively, a United States
Holder of a Market Discount Note may elect to include market discount in income
currently over the life of the Note. Such an election shall apply to all debt
instruments with market discount acquired by the electing United States Holder
on or after the first day of the first taxable year to which the election
applies. This election may not be revoked without the consent of the Service.
 
     Market discount on a Market Discount Note will accrue on a straight-line
basis unless the United States Holder elects to accrue such market discount on a
constant-yield method. Such an election shall apply only to the Note with
respect to which it is made and may not be revoked without the consent of the
Service. A United States Holder of a Market Discount Note that does not elect to
include market discount in income currently generally will be required to defer
deductions for interest on borrowings allocable to such Note in an amount not
exceeding the accrued market discount on such Note until the maturity or
disposition of such Note.
 
     Pre-Issuance Accrued Interest.  If (i) a portion of the initial purchase
price of a Note is attributable to pre-issuance accrued interest, (ii) the first
stated interest payment on the Note is to be made within one year of the Note's
issue date and (iii) the payment will equal or exceed the amount of pre-issuance
accrued interest, then the United States Holder may elect to decrease the issue
price of the Note by the amount of pre-issuance accrued interest. In that event,
a portion of the first stated interest payment will be treated as a return of
the excluded pre-issuance accrued interest and not as an amount payable on the
Note.
 
     Notes Subject to Contingencies Including Optional Redemption.  In general,
if a Note provides for an alternative payment schedule or schedules applicable
upon the occurrence of a contingency or contingencies and the timing and amounts
of the payments that comprise each payment schedule are known as of the issue
date, the yield and maturity of the Note are determined by assuming that the
payments will be made according to the Note's stated payment schedule. If,
however, based on all the facts and circumstances as of the issue date, it is
more likely than not that the Note's stated payment schedule will not occur,
then, in general, the yield and maturity of the Note are computed based on the
payment schedule most likely to occur.
 
                                      S-16
   17
 
     Notwithstanding the general rules for determining yield and maturity in the
case of Notes subject to contingencies, if the Company has an unconditional
option or options to redeem a Note, or the Holder has an unconditional option or
options to cause a Note to be repurchased, prior to the Note's stated maturity,
then (i) in the case of an option or options of the Company, the Company will be
deemed to exercise or not exercise an option or combination of options in the
manner that minimizes the yield on the Note and (ii) in the case of an option or
options of the Holder, the Holder will be deemed to exercise or not exercise an
option or combination of options in the manner that maximizes the yield on the
Note. For purposes of those calculations, the yield on the Note is determined by
using any date on which the Note may be redeemed or repurchased as the maturity
date and the amount payable on such date in accordance with the terms of the
Note as the principal amount payable at maturity.
 
     If a contingency (including the exercise of an option) actually occurs or
does not occur contrary to an assumption made according to the above rules (a
"change in circumstances") then, except to the extent that a portion of the Note
is repaid as a result of a change in circumstances and solely for purposes of
the accrual of OID, the yield and maturity of the Note are redetermined by
treating the Note as reissued on the date of the change in circumstances for an
amount equal to the Note's adjusted issue price on that date.
 
     Election to Treat All Interest as Original Issue Discount.  A United States
Holder may elect to include in gross income all interest that accrues on a Note
using the constant-yield method described above under the heading "Original
Issue Discount -- General", with the modifications described below. For purposes
of this election, interest includes stated interest, OID, de minimis original
issue discount, market discount, de minimis market discount and unstated
interest, as adjusted by any amortizable bond premium (described below under
"Notes Purchased at a Premium") or acquisition premium.
 
     In applying the constant-yield method to a Note with respect to which this
election has been made, the issue price of the Note will equal the electing
United States Holder's adjusted basis in the Note immediately after its
acquisition, the issue date of the Note will be the date of its acquisition by
the electing United States Holder, and no payments on the Note will be treated
as payments of qualified stated interest. This election will generally apply
only to the Note with respect to which it is made and may not be revoked without
the consent of the Service. If this election is made with respect to a Note with
amortizable bond premium, then the electing United States Holder will be deemed
to have elected to apply amortizable bond premium against interest with respect
to all debt instruments with amortizable bond premium (other than debt
instruments the interest on which is excludible from gross income) held by the
electing United States Holder as of the beginning of the taxable year in which
the Note with respect to which the election is made is acquired or thereafter
acquired. The deemed election with respect to amortizable bond premium may not
be revoked without the consent of the Service.
 
     If the election to apply the constant-yield method to all interest on a
Note is made with respect to a Market Discount Note, the electing United States
Holder will be treated as having made the election discussed above under
"Original Issue Discount -- Market Discount" to include market discount in
income currently over the life of all debt instruments held or thereafter
acquired by such United States Holder.
 
     Variable Rate Notes.  A "Variable Rate Note" is a Note that: (i) has an
issue price that does not exceed the total noncontingent principal payments by
more than the lesser of (1) the product of (x) the total noncontingent principal
payments, (y) the number of complete years to maturity from the issue date and
(z) .015, or (2) 15 percent of the total noncontingent principal payments, and
(ii) provides for stated interest compounded or paid at least annually at (1)
one or more "qualified floating rates", (2) a single fixed rate and one or more
qualified floating rates, (3) a single "objective rate" or (4) a single fixed
rate and a single objective rate that is a "qualified inverse floating rate".
 
     A qualified floating rate or objective rate in effect at any time during
the term of the instrument must be set at a "current value" of that rate. A
"current value" of a rate is the value of the rate on any day that is no earlier
than 3 months prior to the first day on which that value is in effect and no
later than 1 year following that first day.
 
                                      S-17
   18
 
     A variable rate is a "qualified floating rate" if (i) variations in the
value of the rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the Note
is denominated or (ii) it is equal to the product of such a rate and either (a)
a fixed multiple that is greater than zero but not more than 1.35, or (b) a
fixed multiple greater than zero but not more than 1.35, increased or decreased
by a fixed rate. A rate is not a qualified floating rate, however, if the rate
is subject to certain restrictions (including caps, floors, governors, or other
similar restrictions) unless such restrictions are fixed throughout the term of
the Note or are not reasonably expected to significantly affect the yield on the
Note.
 
     An "objective rate" is a rate, other than a qualified floating rate, that
is determined using a single, fixed formula and that is based on (i) one or more
qualified floating rates, (ii) one or more rates each of which would be a
qualified floating rate for a debt instrument denominated in a currency other
than the currency in which the debt instrument is denominated, (iii) the yield
or changes in the price of one or more actively traded items of personal
property other than stock or debt of the issuer or a related party, or (iv) a
combination of objective rates. A variable rate is not an objective rate,
however, if it is reasonably expected that the average value of the rate during
the first half of the Note's term will be either significantly less than or
significantly greater than the average value of the rate during the final half
of the Note's term. An objective rate is a "qualified inverse floating rate" if
(i) the rate is equal to a fixed rate minus a qualified floating rate, and (ii)
the variations in the rate can reasonably be expected to inversely reflect
contemporaneous variations in the cost of newly borrowed funds. Under these
rules, Commercial Paper Rate Notes, Prime Rate Notes, LIBOR Notes, Treasury Rate
Notes, CD Rate Notes, and Federal Funds Rate Notes will generally be treated as
Variable Rate Notes.
 
     In general, if a Variable Rate Note provides for stated interest at a
single qualified floating rate or objective rate, all stated interest on the
Note is qualified stated interest and the amount of OID, if any, is determined
by using, in the case of a qualified floating rate or qualified inverse floating
rate, the value as of the issue date of the qualified floating rate or qualified
inverse floating rate, or, in the case of any other objective rate, a fixed rate
that reflects the yield reasonably expected for the Note.
 
     If a Variable Rate Note does not provide for stated interest at a single
qualified floating rate or objective rate, or at a single fixed rate (other than
at a single fixed rate for an initial period), the amount of interest and OID
accruals on the Note are generally determined by (i) determining a fixed rate
substitute for each variable rate provided under the Variable Rate Note
(generally, the value of each variable rate as of the issue date or, in the case
of an objective rate that is not a qualified inverse floating rate, a rate that
reflects the reasonably expected yield on the Note), (ii) constructing the
equivalent fixed rate debt instrument (using the fixed rate substitute described
above), (iii) determining the amount of qualified stated interest and OID with
respect to the equivalent fixed rate debt instrument, and (iv) making the
appropriate adjustments for actual variable rates during the applicable accrual
period.
 
     If a Variable Rate Note provides for stated interest either at one or more
qualified floating rates or at a qualified inverse floating rate, and in
addition provides for stated interest at a single fixed rate (other than at a
single fixed rate for an initial period), the amount of interest and OID
accruals are determined as in the immediately preceding paragraph with the
modification that the Variable Rate Note is treated, for purposes of the first
three steps of the determination, as if it provided for a qualified floating
rate (or a qualified inverse floating rate, as the case may be) rather than the
fixed rate. The qualified floating rate (or qualified inverse floating rate)
replacing the fixed rate must be such that the fair market value of the Variable
Rate Note as of the issue date would be approximately the same as the fair
market value of an otherwise identical debt instrument that provides for the
qualified floating rate (or qualified inverse floating rate) rather than the
fixed rate.
 
     Short-Term Notes.  In general, an individual or other cash basis United
States Holder of a short-term Note is not required to accrue OID (as specially
defined below for the purposes of this paragraph) for United States federal
income tax purposes unless it elects to do so (but may be required to include
any stated interest in income as the interest is received). Accrual basis United
States Holders and certain other United States Holders, including banks,
regulated investment companies, dealers in securities, common trust funds,
United
 
                                      S-18
   19
 
States Holders who hold Notes as part of certain identified hedging
transactions, certain pass-thru entities and cash basis United States Holders
who so elect, are required to accrue OID on short-term Notes on either a
straight-line basis or under the constant-yield method (based on daily
compounding), at the election of the United States Holder. In the case of a
United States Holder not required and not electing to include OID in income
currently, any gain realized on the sale or retirement of the short-term Note
will be ordinary income to the extent of the OID accrued on a straight-line
basis (unless an election is made to accrue the OID under the constant-yield
method) through the date of sale or retirement. United States Holders who are
not required and do not elect to accrue OID on short-term Notes will be required
to defer deductions for interest on borrowings allocable to short-term Notes in
an amount not exceeding the deferred income until the deferred income is
realized.
 
     For purposes of determining the amount of OID subject to these rules, all
interest payments on a short-term Note, including stated interest, are included
in the short-term Note's stated redemption price at maturity.
 
     Foreign Currency Discount Notes.  OID for any accrual period on a Discount
Note that is denominated in, or determined by reference to, a foreign currency
will be determined in the foreign currency and then translated into U.S. dollars
in the same manner as stated interest accrued by an accrual basis United States
Holder, as described under "Payments of Interest". Upon receipt of an amount
attributable to OID (whether in connection with a payment of interest or the
sale or retirement of a Note), a United States Holder may recognize ordinary
income or loss.
 
Notes Purchased at a Premium
 
     A United States Holder that purchases a Note for an amount in excess of its
principal amount may elect to treat such excess as "amortizable bond premium",
in which case the amount required to be included in the United States Holder's
income each year with respect to interest on the Note will be reduced by the
amount of amortizable bond premium allocable (based on the Note's yield to
maturity) to such year. In the case of a Note that is denominated in, or
determined by reference to, a foreign currency, bond premium will be computed in
units of foreign currency, and amortizable bond premium will reduce interest
income in units of the foreign currency. At the time amortized bond premium
offsets interest income, exchange gain or loss (taxable as ordinary income or
loss) is realized measured by the difference between exchange rates at that time
and at the time of the acquisition of the Notes. Any election to amortize bond
premium shall apply to all bonds (other than bonds the interest on which is
excludible from gross income) held by the United States Holder at the beginning
of the first taxable year to which the election applies or thereafter acquired
by the United States Holder, and is irrevocable without the consent of the
Service. See also "Original Issue Discount -- Election to Treat All Interest as
Original Issue Discount".
 
Purchase, Sale and Retirement of the Notes
 
     A United States Holder's tax basis in a Note will generally be its U.S.
dollar cost (as defined below), increased by the amount of any OID or market
discount included in the United States Holder's income with respect to the Note
and the amount, if any, of income attributable to de minimis original issue
discount and de minimis market discount included in the United States Holder's
income with respect to the Note, and reduced by (i) the amount of any payments
that are not qualified stated interest payments, and (ii) the amount of any
amortizable bond premium applied to reduce interest on the Note. The "U.S.
dollar cost" of a Note purchased with a foreign currency will generally be the
U.S. dollar value of the purchase price on the date of purchase or, in the case
of Notes traded on an established securities market, as defined in the
applicable regulations, that are purchased by a cash basis United States Holder
(or an accrual basis United States Holder that so elects), on the settlement
date for the purchase.
 
     A United States Holder will generally recognize gain or loss on the sale or
retirement of a Note equal to the difference between the amount realized on the
sale or retirement and the tax basis of the Note. The amount realized on a sale
or retirement for an amount in foreign currency will be the U.S. dollar value of
such amount on the date of sale or retirement or, in the case of Notes traded on
an established securities market, as
 
                                      S-19
   20
 
defined in the applicable regulations, sold by a cash basis United States Holder
(or an accrual basis United States Holder that so elects), on the settlement
date for the sale. Except to the extent described above under "Original Issue
Discount -- Short-Term Notes" or "Original Issue Discount -- Market Discount" or
described in the next succeeding paragraph or attributable to accrued but unpaid
interest, gain or loss recognized on the sale or retirement of a Note will be
capital gain or loss and will be long-term capital gain or loss if the Note was
held for more than one year.
 
     Gain or loss recognized by a United States Holder on the sale or retirement
of a Note that is attributable to changes in exchange rates will be treated as
ordinary income or loss. However, exchange gain or loss is taken into account
only to the extent of total gain or loss realized on the transaction.
 
Exchange of Amounts in Other Than U.S. Dollars
 
     Foreign currency received as interest on a Note or on the sale or
retirement of a Note will have a tax basis equal to its U.S. dollar value at the
time such interest is received or at the time of such sale or retirement.
Foreign currency that is purchased will generally have a tax basis equal to the
U.S. dollar value of the foreign currency on the date of purchase. Any gain or
loss recognized on a sale or other disposition of a foreign currency (including
its use to purchase Notes or upon exchange for U.S. dollars) will be ordinary
income or loss.
 
Indexed Notes
 
     The applicable Pricing Supplement will contain a discussion of any special
United States federal income tax rules with respect to Notes that are not
subject to the rules governing Variable Rate Notes payments on which are
determined by reference to any index.
 
UNITED STATES ALIEN HOLDERS
 
     For purposes of this discussion, a "United States Alien Holder" is any
holder who or that is (i) a nonresident alien individual or (ii) a foreign
corporation, partnership or estate or trust, in either case not subject to
United States Federal income tax on a net income basis in respect of a Note.
 
     Under present United States federal income and estate tax law and subject
to the discussion of backup withholding below:
 
          (i) payments of principal, premium (if any) and interest (including
     OID) by the Company or any of its paying agents to any holder of a Note who
     or which is a United States Alien Holder will not be subject to United
     States federal withholding tax if, in the case of interest or OID, (a) the
     beneficial owner of the Note does not actually or constructively own 10% or
     more of the total combined voting power of all classes of stock of the
     Company entitled to vote, (b) the beneficial owner of the Note is not a
     controlled foreign corporation that is related to the Company through stock
     ownership, and (c) either (A) the beneficial owner of the Note certifies to
     the Company or its agent, under penalties of perjury, that it is not a
     United States Holder and provides its name and address or (B) a securities
     clearing organization, bank or other financial institution that holds
     customers' securities in the ordinary course of its trade or business (a
     "financial institution") and holds the Note certifies to the Company or its
     agent under penalties of perjury that such statement has been received from
     the beneficial owner by it or by a financial institution between it and the
     beneficial owner and furnishes the payor with a copy thereof;
 
          (ii) a United States Alien Holder of a Note will not be subject to
     United States federal withholding tax on any gain realized on the sale or
     exchange of a Note; and
 
          (iii) a Note held by an individual who at death is not a citizen or
     resident of the United States will not be includible in the individual's
     gross estate for purposes of the United States federal estate tax as a
     result of the individual's death if the individual did not actually or
     constructively own 10% or more of the total combined voting power of all
     classes of stock of the Company entitled to vote and the income on the Note
     would not have been effectively connected with a United States trade or
     business of the individual at the individual's death.
 
                                      S-20
   21
 
BACKUP WITHHOLDING AND INFORMATION REPORTING
 
     United States Holders.  In general, information reporting requirements will
apply to payments of principal, any premium and interest on a Note and the
proceeds of the sale of a Note before maturity within the United States to, and
to the accrual of OID on a Discount Note with respect to, non-corporate United
States Holders, and "backup withholding" at a rate of 31% will apply to such
payments and to payments of OID if the United States Holder fails to provide an
accurate taxpayer identification number or to report all interest and dividends
required to be shown on its federal income tax returns.
 
     United States Alien Holders.  Information reporting and backup withholding
will not apply to payments of principal, premium (if any) and interest
(including OID) made by the Company or a paying agent to a United States Alien
Holder on a Note if the certification described in clause (i)(c) under "United
States Alien Holders" above is received, provided that the payor does not have
actual knowledge that the holder is a United States person.
 
     Payments of the proceeds from the sale by a United States Alien Holder of a
Note made to or through a foreign office of a broker will not be subject to
information reporting or backup withholding, except that if the broker is a
United States person, a controlled foreign corporation for United States tax
purposes or a foreign person 50% or more of whose gross income is effectively
connected with a United States trade or business for a specified three-year
period, information reporting may apply to such payments. Payments of the
proceeds from the sale of a Note to or through the United States office of a
broker is subject to information reporting and backup withholding unless the
holder or beneficial owner certifies as to its non-United States status or
otherwise establishes an exemption from information reporting and backup
withholding.
 
                             FOREIGN CURRENCY RISKS
 
     Exchange Rates and Exchange Controls.  An investment in Notes that are
denominated in other than U.S. dollars entails significant risks that are not
associated with a similar investment in a security denominated in U.S. dollars.
Such risks include, without limitation, the possibility of significant changes
in rates of exchange between the U.S. dollar and the various foreign currencies
or composite currencies and the possibility of the imposition or modification of
foreign exchange controls by either the U.S. or foreign governments. Such risks
generally depend on factors over which the Company has no control, such as
economic and political events and the supply of and demand for the relevant
currencies. In recent years, rates of exchange between the U.S. dollar and
certain foreign currencies have been highly volatile and such volatility may be
expected in the future. Fluctuations in any particular exchange rate that have
occurred in the past are not necessarily indicative, however, of fluctuations in
the rate that may occur during the term of any Note. Depreciation of a Specified
Currency other than U.S. dollars against the U.S. dollar would result in a
decrease in the effective yield of such Note below its coupon rate, and in
certain circumstances could result in a loss to the investor on a U.S. dollar
basis.
 
     Governments have imposed from time to time and may in the future impose
exchange controls which could affect exchange rates as well as the availability
of the Specified Currency at a Note's maturity. Even if there are no actual
exchange controls, it is possible that the Specified Currency for any particular
Note would not be available at such Note's maturity. In that event, the Company
will repay in U.S. dollars on the basis of the most recently available Exchange
Rate. See "Description of Notes -- Payment of Principal and Interest".
 
     Currently, there are limited facilities in the United States for conversion
of U.S. dollars into foreign currencies, and vice versa. Accordingly, payments
on Notes made in a Specified Currency other than U.S. dollars will be made from
an account with a bank located in the country issuing the Specified Currency
(or, with respect to Notes denominated in ECUs, from an ECU account). See
"Description of Notes -- Payment of Principal and Interest".
 
     Unless otherwise specified in the applicable Pricing Supplement, Notes
denominated in other than U.S. dollars or ECUs will not be sold in, or to
residents of, the country issuing the Specified Currency in which particular
Notes are denominated.
 
                                      S-21
   22
 
     THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS AND PRICING
SUPPLEMENT DO NOT DESCRIBE ALL THE RISKS OF AN INVESTMENT IN THE NOTES
DENOMINATED IN OTHER THAN U.S. DOLLARS. PROSPECTIVE INVESTORS SHOULD CONSULT
THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT
IN THE NOTES DENOMINATED IN A CURRENCY (INCLUDING ANY COMPOSITE CURRENCY) IN
OTHER THAN U.S. DOLLARS. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR
INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.
 
     THE INFORMATION SET FORTH IN THE PROSPECTUS SUPPLEMENT IS DIRECTED TO
PROSPECTIVE PURCHASERS WHO ARE UNITED STATES RESIDENTS, AND THE COMPANY
DISCLAIMS ANY RESPONSIBILITY TO ADVISE PROSPECTIVE PURCHASERS WHO ARE RESIDENTS
OF COUNTRIES OTHER THAN THE UNITED STATES WITH RESPECT TO ANY MATTERS THAT MAY
AFFECT THE PURCHASE, HOLDING OR RECEIPT OF PAYMENTS OF PRINCIPAL OF AND INTEREST
ON THE NOTES. SUCH PERSONS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS
WITH REGARD TO SUCH MATTERS.
 
     Governing Law and Foreign Currency Judgments.  The Notes will be governed
by and construed in accordance with the laws of the State of New York. If an
action based on the Notes were commenced in a court in the United States, it is
likely that such court would grant judgment relating to the Notes only in U.S.
dollars. It is not clear, however, whether, in granting such judgment, the rate
of conversion into U.S. dollars would be determined with reference to the date
of default, the date judgment is rendered or some other date. New York statutory
law provides, however, that a court shall render a judgment in the foreign
currency of the underlying obligation and that the judgment shall be converted
into U.S. dollars at the rate of exchange prevailing on the date of the entry of
the judgment.
 
     Exchange Rates and Exchange Control for Specified Currencies.  With respect
to any Note denominated in other than U.S. dollars, a Pricing Supplement
including a currency supplement with respect to the applicable Specified
Currency (which supplement shall include information with respect to applicable
current foreign exchange controls, if any) and the relevant historical exchange
rates for the Specified Currency shall constitute a part of this Prospectus
Supplement. The information therein concerning exchange rates is furnished as a
matter of information only and should not be regarded as indicative of the range
of or trends in fluctuations in currency exchange rates that may occur in the
future.
 
     If payment on a Note is required to be made in ECUs and on a payment date
with respect to such Note, ECUs are unavailable due to the imposition of
exchange controls or other circumstances beyond the Company's control or are no
longer used in the European Monetary System, then all payments due on such
payment date shall be made in U.S. dollars. The amount so payable on any payment
date in ECUs shall be converted into U.S. dollars at a rate determined by the
Exchange Rate Agent as of the second Business Day prior to the date on which
such payment is due on the following basis: The component currencies of the ECUs
for this purpose (the "Components") shall be the currency amounts that were
components of the ECUs as of the last date on which ECUs were used in the
European Monetary System. The equivalent of ECUs in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalents of the Components. The
U.S. dollar equivalent of each of the Components shall be determined by the
Exchange Rate Agent on the basis of the most recently available Market Exchange
Rate for the Components, or as otherwise indicated in the applicable Pricing
Supplement.
 
     If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
shall be divided or multiplied in the same proportion. If two or more component
currencies are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the amounts of the consolidated component currencies
expressed in such single currency. If any component currency is divided into two
or more currencies, the amount of that currency as a Component shall be replaced
by amounts of such two or more currencies, each of which shall have a value on
the date of division equal to the amount of the former component currency
divided by the number of currencies into which that currency was divided.
 
     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion (except to the extent expressly provided herein or in
the applicable Pricing Supplement that any determination is subject to approval
by the Company) and, in the absence of manifest error, shall be conclusive for
all
 
                                      S-22
   23
 
purposes and binding on Holders of the Notes and the Company, and the Exchange
Rate Agent shall have no liability therefor.
 
                       SUPPLEMENTAL PLAN OF DISTRIBUTION
 
     Subject to the terms and conditions set forth in the Distribution
Agreement, dated April 26, 1994, the Notes are being offered on a continuing
basis by the Company through Lazard Freres & Co., Chase Securities, Inc.,
Citicorp Securities, Inc. and Morgan Stanley & Co. Incorporated (the "Agents"),
who have agreed to use reasonable efforts to solicit purchases of the Notes. The
Company will have the sole right to accept offers to purchase Notes and may
reject any proposed purchase of Notes as a whole or in part. The Agents shall
have the right, in their discretion reasonably exercised, to reject any offer to
purchase Notes, as a whole or in part. The Company will pay the Agents a
commission of from .125% to .875% of the principal amount of Notes, depending
upon maturity, for sales made through them as Agents.
 
     The Company may also sell Notes to the Agents as principals for their own
accounts at a discount to be agreed upon at the time of sale, or the purchasing
Agents may receive from the Company a commission or discount equivalent to that
set forth on the cover page hereof in the case of any such principal transaction
in which no other discount is agreed. Such Notes may be resold at prevailing
market prices, or at prices related thereto, at the time of such resale, as
determined by the Agents. The Company reserves the right to sell Notes directly
on its own behalf or, subject to certain conditions, through an agent other than
the Agents. No commission will be payable on any Notes sold directly by the
Company.
 
     The Agents, as agents or principals, may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933 (the "Act"). The Company has
agreed to indemnify the Agents against certain liabilities, including
liabilities under the Act. The Company has agreed to reimburse the Agents for
certain expenses.
 
     Lazard Freres & Co., Chase Securities, Inc., Citicorp Securities, Inc. and
Morgan Stanley & Co. Incorporated have performed various investment banking
services for the Company and may perform such services in the future. Citibank,
N.A., which is acting as the trustee under the Indenture, is an affiliate of
Citicorp Securities, Inc.
 
     Notes may also be sold at the price to the public set forth herein to
dealers who may resell to investors. Such dealers may be deemed to be
"underwriters" within the meaning of the Act.
 
     The Notes are a new issue of securities with no established trading market
and will not be listed on any securities exchange. No assurance can be given as
to the existence or liquidity of the secondary market for the Notes.
 
                               VALIDITY OF NOTES
 
     The validity of the Notes will be passed upon for the Company by Stephen A.
Hellrung, General Counsel of the Company, and for the Agents by Sullivan &
Cromwell, 125 Broad Street, New York, New York. The opinions of Stephen A.
Hellrung and Sullivan & Cromwell will be conditioned upon and subject to certain
assumptions regarding future actions required to be taken by the Company and the
Trustee in connection with the issuance and sale of particular Notes, the
specific terms of particular Notes and other matters which may affect the
validity of Notes but which cannot be ascertained on the date such opinions are
rendered.
 
                                      S-23
   24
 
PROSPECTUS
 
                                  $300,000,000
 
                           BAUSCH & LOMB INCORPORATED
 
                                DEBT SECURITIES
 
                            ------------------------
 
     Bausch & Lomb Incorporated (the "Company" or "Bausch & Lomb") may offer
from time to time its debt securities, consisting of debentures, notes and/or
other unsecured evidences of indebtedness in one or more series (the "Debt
Securities"), having an aggregate initial offering price of up to $300,000,000
(or, if the Debt Securities are denominated or payable in a foreign or composite
currency or currencies, the equivalent value thereof at the time of the
offering) on terms determined by market conditions at the time of sale.
 
     The Debt Securities may be sold directly, through agents designated from
time to time, to or through underwriting syndicates led by one or more managing
underwriters, or to or through one or more underwriters acting alone. If any
agents of the Company, or any underwriters, are involved in the sale of the
Offered Debt Securities (as defined below), the name of such agents or
underwriters and any applicable commissions or discounts will be set forth in a
Prospectus Supplement (as defined below). The net proceeds to the Company from
such sale will also be set forth in the Prospectus Supplement. Any underwriters,
dealers, or agents participating in the offering may be deemed "underwriters"
within the meaning of the Securities Act of 1933.
 
     When a particular series of Debt Securities is offered, a supplement to
this Prospectus ("Prospectus Supplement") will be delivered together with this
Prospectus. The Prospectus Supplement will set forth, as applicable with respect
to the Debt Securities being offered (the "Offered Debt Securities"): the
specific title; the aggregate principal amount; maturity; authorized
denominations; interest rate or rates (which may be fixed or variable) and time
of payment of interest, if any; initial public offering price or purchase price;
any terms for redemption or early repayment; the currency or currencies
(including composite currencies) in which the Offered Debt Securities are
denominated or payable, if other than U.S. dollars; any other special terms and
the names of the underwriters, dealers, or agents, if any, for the Offered Debt
Securities, together with the terms of offering of the Offered Debt Securities.
 
                            ------------------------
 
     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
 
                            ------------------------
 
                 THE DATE OF THIS PROSPECTUS IS APRIL 25, 1994.
   25
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Securities Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the Regional Offices of the Commission
located at 500 West Madison Street, Chicago, Illinois 60661, and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such information can be
obtained by mail from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Company's Common
Stock is listed on the New York Stock Exchange. Reports, proxy statements and
other information concerning the Company can also be inspected at the offices of
such Exchange, 20 Broad Street, New York, New York 10005.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The Company has filed with the Commission a registration statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Debt Securities offered hereby (the "Registration Statement").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information pertaining
to the Debt Securities and the Company, reference is made to the Registration
Statement.
 
     The following documents filed by the Company with the Commission pursuant
to the Securities Exchange Act (File No. 1-4105) are incorporated in this
Prospectus by reference: (i) Annual Report on Form 10-K for the fiscal year
ended December 25, 1993.
 
     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the Debt
Securities made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
each such document. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which is deemed to be incorporated by
reference herein or contained in the accompanying Prospectus Supplement modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.
 
     Upon written or oral request, the Company will provide without charge to
each person to whom a copy of this Prospectus is delivered a copy of any and all
of the documents incorporated herein by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents). Such requests should be directed to Investor Relations
Department, Bausch & Lomb Incorporated, One Chase Square, Rochester, New York
14601-0054, telephone (716) 338-6000.
 
     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.
 
                                        2
   26
 
                                  THE COMPANY
 
     Bausch & Lomb Incorporated is engaged in the development, manufacture and
marketing of products for the personal health, medical, biomedical and optics
fields. The Company has manufacturing or marketing organizations in 33 countries
and distributes its products through a variety of channels in over 70 other
nations.
 
     Except where the context otherwise requires, the term "Company" includes
Bausch & Lomb Incorporated and its subsidiaries. The Company's executive offices
are located at One Chase Square, Rochester, New York 14601-0054, telephone
number (716) 338-6000.
 
                                USE OF PROCEEDS
 
     Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of the Debt Securities will be added to the Company's general
funds and will be used for general corporate purposes, including additions to
working capital and capital expenditures. Pending such use, the Company plans to
invest the proceeds in marketable securities.
 
                         SELECTED FINANCIAL INFORMATION
 
     The following selected financial information of the Company with respect to
the years 1989 through 1993 has been derived from the audited consolidated
financial statements and other information contained in the Company's Form 10-K
with respect to those years and should be read in conjunction with the
consolidated financial statements and related notes contained in those Form
10-Ks.
 


                                                                            FOR THE YEARS ENDED
                                                    --------------------------------------------------------------------
                                                    DECEMBER 30,  DECEMBER 29,  DECEMBER 28,  DECEMBER 26,  DECEMBER 25,
                                                        1989          1990          1991          1992          1993
                                                    ------------  ------------  ------------  ------------  ------------
                                                            (DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
                                                                                             
Sales...............................................  $1,220,299   $1,368,580    $1,520,104    $1,709,086    $1,872,184
Earnings before Income Taxes, Minority Interest and
  Cumulative Effect of Change in Accounting
  Principle(1)......................................     173,862      198,426       149,518       262,644       242,024
Provision for Income Taxes..........................      56,664       64,675        59,426        85,125        80,761
Earnings before Minority Interest and Cumulative
  Effect of Change in Accounting Principle..........     117,198      133,751        90,092       177,519       161,263
Minority Interest in Subsidiaries...................       2,831        2,317         4,151         6,099         4,716
Earnings before Cumulative Effect of Change in
  Accounting Principle..............................     114,367      131,434        85,941       171,420       156,547
Cumulative Effect of Change in Accounting Principle
  Net of Tax(2).....................................                                (58,311)
Net Earnings........................................  $  114,367   $  131,434    $   27,630    $  171,420       156,547
                                                    ------------  ------------  ------------  ------------  ------------
                                                    ------------  ------------  ------------  ------------  ------------
Net Earnings per Common Share(3)....................  $     1.89   $     2.19    $     0.46    $     2.84    $     2.60
Ratio of Earnings to Fixed Charges(4)...............        6.17         5.50          4.73          9.30          7.79

 
- ---------------
(1) Includes restructuring and special charges of $76.3 million in 1991 and
    restructuring charges of $50.0 million in 1993, as described in Note 2 on
    page 50 of the Annual Report to Shareholders filed as an exhibit to and
    incorporated by reference in the Company's Form 10-K for the year ended
    December 25, 1993.
(2) Amount relates to the adoption of Statement of Financial Accounting
    Standards No. 106, as described in Note 11 on page 57 of the Annual Report
    to Shareholders filed as an exhibit to and incorporated by reference in the
    Company's Form 10-K for the year ended December 25, 1993.
(3) Prior year information restated to reflect two-for-one stock split effective
    July 1, 1991.
 
(4) For the purposes of computing the ratios of earnings to fixed charges,
    "earnings" are consolidated earnings from continuing operations before
    income taxes and minority interest, exclusive of the period's undistributed
    equity earnings of affiliated companies, plus fixed charges charged to
    earnings. Fixed charges comprise interest on indebtedness, amortization of
    debt issuance costs and that portion of rent expense which is deemed to be
    representative of an interest factor.
 
                                        3
   27
 
                         DESCRIPTION OF DEBT SECURITIES
 
     The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") will be
described in the Prospectus Supplement relating to such Offered Debt Securities.
 
     The Debt Securities are to be issued under an Indenture, dated as of
September 1, 1991 (the "Indenture"), between the Company and Citibank, N.A., as
Trustee (the "Trustee"), a copy of which is an exhibit to the Registration
Statement of which this Prospectus is a part. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all the provisions of the
Indenture, including the definitions therein of certain terms. Wherever
particular Sections or defined terms of the Indenture are referred to, such
Sections or defined terms are incorporated herein by reference.
 
GENERAL
 
     The Debt Securities will be unsecured obligations of the Company and will
rank pari passu with all other unsecured and unsubordinated indebtedness of the
Company.
 
     The Indenture does not limit the aggregate principal amount of the debt
securities that may be issued thereunder and provides that Debt Securities may
be issued thereunder from time to time in one or more series.
 
     Reference is made to the Prospectus Supplement for the following terms or
additional provisions of the Offered Debt Securities: (i) the title of the
Offered Debt Securities; (ii) any limit on the aggregate principal amount of the
Offered Debt Securities; (iii) the price (expressed as a percentage of the
aggregate principal amount thereof) at which the Offered Debt Securities will be
issued; (iv) the date or dates on which the principal of the Offered Debt
Securities will be payable; (v) the rate or rates (which may be fixed or
variable) per annum at which the Offered Debt Securities will bear interest, if
any; (vi) the date or dates from which such interest, if any, on the Offered
Debt Securities will accrue, the dates on which such interest, if any, will be
payable, the date on which payment of such interest, if any, will commence and
the regular dates for any such interest payment dates; (vii) any provision
relating to the mandatory or optional redemption of the Offered Debt Securities;
(viii) the place or places at which the Company will make payment of principal
of and any premium and interest on the Offered Debt Securities and the method of
such payment; (ix) the person to whom any Offered Debt Security will be payable,
if other than the person in whose name that Offered Debt Security (or one or
more Predecessor Debt Securities) is registered at the close of business on the
Regular Record Date for such interest; (x) if other than U.S. dollars, the
currency (including composite currencies) in which payment of principal of and
any premium and interest on the Offered Debt Securities shall be payable; (xi)
any currency (including composite currencies) other than the stated currency of
the Offered Debt Securities in which the principal of and any premium and
interest on the Offered Debt Securities may, at the election of the Company or
the Holders, be payable, and the periods within which, and terms and conditions
upon which, such election may be made; (xii) if the amount of payments of
principal of and any premium and interest on the Offered Debt Securities may be
determined with reference to an index, the manner in which such amounts shall be
determined; (xiii) the right of the Company to defease the Offered Debt
Securities or certain restrictive covenants and certain Events of Default under
the Indenture; (xiv) whether the Offered Debt Securities will be issued in whole
or in part in the form of one or more Global Securities and, in such case, the
Depositary for such Global Security or Global Securities; (xv) any restrictive
covenants, Events of Default, or other terms relating to the Offered Debt
Securities in addition to those described herein; and (xvi) any other specific
terms of the Offered Debt Securities.
 
     Principal and any premium or interest will be payable, and the Debt
Securities will be transferable, at the Place of Payment designated for such
Debt Securities (Sections 305 and 1002); provided that the payment of any
interest may, at the option of the Company, be made by check mailed to the
address of the Person entitled thereto as it appears on the Security Register.
 
                                        4
   28
 
     Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in fully registered form, without
coupons, in denominations of $1,000 or any integral multiple thereof. (Section
302) No service charge will be made for any registration of transfer or exchange
of Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or governmental charge payable in connection therewith. (Section
305)
 
     Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a discount (which may be
substantial) below their stated principal amount. Federal income tax
consequences and other special considerations applicable to any such Original
Issue Discount Securities will be described in the Prospectus Supplement
relating thereto. "Original Issue Discount Security" means any security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof following the
occurrence of an Event of Default and the continuation thereof. (Section 101)
 
SUBSIDIARIES
 
     The term "Subsidiary" is defined as a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. The term "Significant Subsidiary" has the meaning specified
in Article I, sec. 210.1-02(v) of Regulation S-X of the Securities and Exchange
Commission as in effect on September 1, 1991.
 
LIMITATION UPON SECURED DEBT OF THE COMPANY AND ITS SIGNIFICANT SUBSIDIARIES
 
     If the Company or any Significant Subsidiary incurs, issues, assumes,
guarantees or suffers to exist any Debt secured by a Mortgage on any property of
the Company or any Significant Subsidiary, or on any shares of stock or Debt of
any Significant Subsidiary, the Company will secure or cause such Significant
Subsidiary to secure the Debt Securities equally and ratably with (or, at the
Company's option, prior to) such secured Debt, for as long as such secured Debt
is so secured, unless the aggregate amount of all such secured Debt plus all
Attributable Debt of the Company and its Significant Subsidiaries in respect of
sale and leaseback transactions (other than those exempt under clause (b) under
"Limitation Upon Sale and Leaseback Transactions" below), would not exceed 10%
of Consolidated Net Tangible Assets. (Section 1008) This restriction will not
apply to, and there will be excluded from secured Debt in any computation under
such restriction, Debt secured by (a) Mortgages on property of, or on any shares
of stock of or Debt of, any corporation existing at the time such corporation
becomes a Significant Subsidiary, (b) Mortgages in favor of the Company or any
Significant Subsidiary, (c) Mortgages in favor of any governmental bodies to
secure progress, advance or other payments, (d) Mortgages on property (including
leasehold estates), shares of stock or Debt existing at the time of acquisition
thereof (including acquisition through merger or consolidation) and purchase
money and construction Mortgages which are created or for which commitments are
received within specified time limits, and (e) within certain limitations, any
extension, renewal or refunding of any Mortgage referred to in the foregoing
clauses (a) through (d), inclusive. (Section 1008) "Attributable Debt" means the
total net amount of rent required to be paid during the remaining term of any
lease, discounted at a rate per annum equal to the weighted average interest
rate, or yield to maturity in the case of an Original Issue Discount Security,
borne by all the Outstanding Securities compounded semi-annually. (Section 101)
"Consolidated Net Tangible Assets" means the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities (excluding any thereof constituting Funded
Debt, as defined below, by reason of being renewable or extendable) and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, as set forth on the Company's most recent
consolidated balance sheet. (Section 101)
 
LIMITATION UPON SALE AND LEASEBACK TRANSACTIONS
 
     Sale and leaseback transactions (except such transactions involving leases
for less than three years) by the Company or any Significant Subsidiary are
prohibited unless (a) the Company or Significant Subsidiary would be entitled to
incur Debt secured by a Mortgage on the assets to be leased in an amount at
least equal to
 
                                        5
   29
 
the Attributable Debt in respect of such transaction without equally and ratably
securing the Debt Securities, or (b) the proceeds of the sale or transfer of the
assets to be leased are at least equal to their fair market value and, within
120 days after the sale or transfer, the proceeds are applied to the purchase or
acquisition (or, in the case of real property, the construction) of assets or to
the retirement of Funded Debt. (Section 1009) "Funded Debt" means indebtedness
for money borrowed having a maturity of more than 12 months from the date as of
which the amount thereof is to be determined or having a maturity of less than
12 months but by its terms being renewable or extendable beyond 12 months at the
option of the borrower. (Section 101)
 
MERGER AND CONSOLIDATION
 
     The Company may consolidate with, or sell or convey all or substantially
all of its assets to, or merge with or into any other corporation, provided that
in any such case, (i) either the Company shall be the continuing corporation, or
the successor corporation shall be a corporation organized and existing under
the laws of the United States of America or a State thereof and such successor
corporation shall expressly assume the due and punctual payment of the principal
of and interest on all the Debt Securities, according to their tenor, and the
due and punctual performance and observance of all of the covenants and
conditions of the Indenture to be performed by the Company, and (ii) the Company
or such successor corporation, as the case may be, shall not, immediately after
such merger or consolidation, or such sale or conveyance, be in default in the
performance of any such covenant or condition. (Section 801) If, after giving
effect to any such consolidation or merger of the Company with or into any other
corporation, or after giving effect to any sale or conveyance of the property of
the Company as an entirety or substantially as an entirety to any other
corporation, the corporation formed by or resulting or surviving therefrom or
which shall have received such property would have outstanding any Debt secured
by any Mortgage on any property of the Company or any Significant Subsidiary, or
any shares of stock or Debt of any Significant Subsidiary, which such Debt could
not at such time be incurred by such corporation under Section 1008 of the
Indenture without equally and ratably securing the Securities, the Company,
prior to such consolidation, merger, sale or conveyance, will secure the
Securities Outstanding under the Indenture, equally and ratably with (or prior
to) the Debt secured by such Mortgage in the manner described in Section 1008 of
the Indenture. (Section 803)
 
EVENTS OF DEFAULT
 
     With respect to Debt Securities of any series, the following will be Events
of Default under the Indenture: (a) default in the payment of any interest on a
Debt Security of that series when due, continued for 30 days; (b) default in the
payment of principal of (or premium, if any, on) a Debt Security of that Series
when due; (c) failure to deposit any sinking fund payment, when due, in respect
of any Debt Security of that series; (d) default in the performance of any other
covenant by the Company (other than a covenant included in the Indenture solely
for the benefit of series of Debt Securities other than that series), continued
for 60 days after written notice to the Company by the Trustee or to the Trustee
and the Company by Holders of at least 10% of the principal amount of
Outstanding Debt Securities of such series; (e) acceleration of any indebtedness
for money borrowed in excess of $10,000,000 by the Company as the result of a
default under the terms of the instrument under which such indebtedness is or
may be issued, or by which it may be secured or evidenced, if such acceleration
is not rescinded or annulled, or such indebtedness not discharged, within 10
days after written notice to the Company by the Trustee or to the Trustee and
the Company by the Holders of at least 10% of the principal amount of
Outstanding Debt Securities of such series; (f) certain events in bankruptcy,
insolvency or reorganization; and (g) any other Event of Default provided with
respect to Debt Securities of that series. (Section 501) Subject to the
provisions of the Indenture relating to the duties of the Trustee in case an
Event of Default shall occur and be continuing, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to Debt Securities of such series.
(Section 512)
 
                                        6
   30
 
     If an Event of Default with respect to Debt Securities of any series shall
occur and be continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Debt Securities of that
series may declare the principal amount (or, if any of the Debt Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Debt Securities as may be specified in the terms of
that series) of all of the Debt Securities of that series to be due and payable
immediately by a notice in writing to the Company (and to the Trustee if given
by Holders). Upon such declaration, such principal amount (or specified amount),
plus any interest accrued on such Debt Securities to the date of declaration,
shall become immediately due and payable. Upon payment (i) of (A) such principal
amount and (B) such interest and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of principal of and interest on such Debt Securities shall
terminate. At any time after such declaration of acceleration with respect to
the Debt Securities of any series, but before a judgment or decree based on such
declaration has been obtained by the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such declaration if all
Events of Default, other than the non-payment of accelerated principal, have
been cured or waived as provided in the Indenture. (Section 502)
 
     No Holder of any Debt Security will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default and unless also the Holders of at least 25% in
principal amount of the Outstanding Debt Securities of such series shall have
made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of such series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days. (Section 507)
However, such limitations do not apply to a suit instituted by a Holder of a
Debt Security for enforcement of payment of the principal of or interest on such
Debt Security on or after the respective due dates expressed in such Debt
Security. (Section 508)
 
     The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1004)
 
MODIFICATION, AMENDMENT OR WAIVER
 
     With certain limited exceptions, modifications and amendments of the
Indenture may not be made by the Company and the Trustee without the consent of
the Holders of not less than a majority in principal amount of the Outstanding
Debt Securities of each series affected thereby, provided that without the
consent of each Holder of Debt Securities affected thereby no such modification
or amendment may (1) change the stated maturity of the principal of, or any
installment of principal of or interest on, any Debt Security; (2) reduce the
principal amount of, or the rate of interest on, or any premium payable upon the
redemption of, any Debt Security; (3) reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof; (4) change the place or
currency of payment of principal of, or interest or premium, if any, on, any
Debt Security; (5) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security on or after the stated maturity
thereof (or redemption date thereof, if applicable); (6) reduce the percentage
in principal amount of the Outstanding Debt Securities of any series the consent
of whose Holders is required for any supplemental indenture or waiver provided
for in the Indenture; or (7) modify the foregoing requirements except to
increase any such percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Debt Security affected thereby. (Sections 901 and 902)
 
     Compliance with certain covenants (including those referred to above
relating to restrictions on secured debt and on sales and leasebacks) may be
waived with respect to the Debt Securities of any series, either generally or in
a specific instance, before the time for compliance with such covenants, by the
Holders of at least a majority in principal amount of the Outstanding Securities
of that series. (Section 1010) The Holders
 
                                        7
   31
 
of not less than a majority in principal amount of the Outstanding Debt
Securities of any series may waive any past default under the Indenture with
respect to such series, except a default in the payment of principal (or
premium, if any) or interest or a default in respect of those covenants or
provisions of the Indenture which cannot be modified without the consent of each
Holder of Outstanding Securities of such series affected. (Section 513)
 
DEFEASANCE AND COVENANT DEFEASANCE
 
     The Indenture provides that, if provision therefor is made with respect to
the Debt Securities of any series pursuant to Section 301 of the Indenture, the
Company may elect either (A) to defease and be discharged from any and all
obligations with respect to such Debt Securities (except from the obligations to
register the transfer or exchange of such Debt Securities, to replace temporary
or mutilated, destroyed, lost or stolen Debt Securities, to maintain an office
or agency in respect of the Debt Securities and to hold moneys for payment in
trust) ("defeasance") or (B) to be released from its obligations with respect to
such Debt Securities under Sections 501(5), 1008 and 1009 of the Indenture
(being the cross-default provision described in clause (e) under "Events of
Default" and the restrictions described under "Limitation Upon Secured Debt of
the Company and its Significant Subsidiaries" and "Limitation Upon Sale and
Leaseback Transactions", respectively) ("covenant defeasance"), upon the deposit
with the Trustee (or other qualifying trustee), in trust for such purpose, of
money and/or U.S. Government Obligations which through the payment of principal
and interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of and any premium and interest on such Debt
Securities, and any mandatory sinking fund or analogous payments thereon, on the
scheduled due dates therefor. In the case of defeasance, the Holders of such
Debt Securities are entitled to receive payments in respect of such Debt
Securities solely from such trust. Such a trust may only be established if,
among other things, the Company has delivered to the Trustee an opinion of
Counsel (as specified in the Indenture) to the effect that the Holders of such
Debt Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such defeasance or covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance or covenant defeasance
had not occurred. Such opinion, in the case of defeasance under clause (A)
above, must refer to and be based upon a ruling of the Internal Revenue Service
or a change in applicable Federal income tax law occurring after the date of the
Indenture. (Article Thirteen).
 
CONCERNING THE TRUSTEE
 
     Citibank, N.A. will act as Trustee under the Indenture. The Company
receives a variety of banking services from Citibank, including unconfirmed
credit lines, cash management services, foreign currency trading arrangements
and domestic and international factoring of accounts receivable. Citibank also
provides certain banking services to the Company's foreign subsidiaries.
 
                              PLAN OF DISTRIBUTION
 
     The Company may sell Debt Securities to or through underwriters to be
designated from time to time and also may sell Debt Securities directly to other
purchasers or through agents, or broker-dealers, including broker-dealers acting
as principals. Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters, if any, to purchase the Offered Debt Securities
will be subject to certain conditions precedent and the underwriters will be
obligated to purchase all the Offered Debt Securities if any are purchased.
 
     The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market price or at negotiated prices. The Prospectus Supplement
describes the method of distribution of the Offered Debt Securities.
 
     The Debt Securities are a new issue of securities with no established
trading market. It has not presently been established whether the
underwriter(s), if any, of the Debt Securities will make a market in such
 
                                        8
   32
 
securities. If a market in the Debt Securities is made by such underwriter(s),
such market making may be discontinued at any time without notice. No assurance
can be given as to the liquidity of the trading market for the Debt Securities.
 
     In connection with the sales of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents, in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts or commissions
received by them and any profit on the resale of Debt Securities by them may be
deemed to be underwriting discounts and commissions, under the Securities Act.
Any such underwriter or agent will be identified, and any such compensation will
be described, in the Prospectus Supplement.
 
     Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Debt Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters, dealers or agents may be required to make in
respect thereof.
 
     If so indicated in the Prospectus Supplement, the Company will authorize
dealers or other persons acting as the Company's agent to solicit offers by
certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others.
 
                      VALIDITY OF OFFERED DEBT SECURITIES
 
     The validity of the Offered Debt Securities will be passed upon for the
Company by Stephen A. Hellrung, Esq., Vice President and General Counsel of the
Company, and for the Underwriters by Sullivan & Cromwell, 125 Broad Street, New
York, New York 10004. Mr. Hellrung owns 8,560 shares and has options to purchase
37,408 additional shares of Common Stock of the Company.
 
                                    EXPERTS
 
     The financial statements and financial statement schedules incorporated in
this Prospectus by reference to the Company's Annual Report on Form 10-K for the
year ended December 25, 1993 have been so incorporated in reliance on the
reports of Price Waterhouse, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
 
                                        9
   33
 
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     NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT, ANY PRICING
SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS
PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT, ANY PRICING
SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. THIS PROSPECTUS
SUPPLEMENT, ANY PRICING SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER
OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO MAKE SUCH OFFER OR SOLICITATION OR TO ANYONE TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
 
                               ------------------
 
                               TABLE OF CONTENTS
 
                             PROSPECTUS SUPPLEMENT
 


                                        PAGE
                                        -----
                                     
Description of Notes..................  S-2
United States Taxation................  S-14
Foreign Currency Risks................  S-21
Supplemental Plan of Distribution.....  S-23
Validity of Notes.....................  S-23
              PROSPECTUS
Available Information.................  2
Incorporation of Certain Documents
  by Reference........................  2
The Company...........................  3
Use of Proceeds.......................  3
Selected Financial Information........  3
Description of Debt Securities........  4
Plan of Distribution..................  8
Validity of Offered Debt Securities...  9
Experts...............................  9

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                               U.S. $300,000,000
 
                                 BAUSCH & LOMB
                                  INCORPORATED
 
                               MEDIUM -TERM NOTES
 
                          ---------------------------
                             PROSPECTUS SUPPLEMENT
                          ---------------------------
 
                              LAZARD FRERES & CO.
                             CHASE SECURITIES, INC.
                           CITICORP SECURITIES, INC.
                              MORGAN STANLEY & CO.
                                  INCORPORATED
 
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