-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NCq8GLi5h94EyXm02yhyRvZUzuJUWLRRTMSO0LdVauCeeuMW1PbjCvqLpd5Edqus diTvI8mqZlxutAKppdt5LA== 0001047469-04-034271.txt : 20041115 0001047469-04-034271.hdr.sgml : 20041115 20041115112137 ACCESSION NUMBER: 0001047469-04-034271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041115 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAUSCH & LOMB INC CENTRAL INDEX KEY: 0000010427 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 160345235 STATE OF INCORPORATION: NY FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04105 FILM NUMBER: 041142582 BUSINESS ADDRESS: STREET 1: BAUSCH & LOMB INCORPORATED STREET 2: ONE BAUSCH & LOMB PLACE CITY: ROCHESTER STATE: NY ZIP: 14604-2701 BUSINESS PHONE: 5853386000 MAIL ADDRESS: STREET 1: ONE BAUSCH & LOMB PLACE STREET 2: P O BOX 54 CITY: ROCHESTER STATE: NY ZIP: 14604-2701 8-K 1 a2146749z8-k.htm 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2004


BAUSCH & LOMB INCORPORATED
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction
of incorporation)
  1-4105
(Commission
File Number)
  16-0345235
(IRS Employer
Identification No.)

One Bausch & Lomb Place, Rochester, NY
(Address of principal executive offices)

 

14604-2701
(Zip Code)

Registrant's telephone number, including area code: (585) 338.6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

ý
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01    On November 15, 2004, Bausch & Lomb Incorporated announced that it had filed a registration statement with respect to the exchange of up to $160,000,000 aggregate principal amount of its outstanding Floating Convertible Senior Notes due 2023 for an equal amount of its 2004 Senior Convertible Securities due 2023 and an exchange fee. The exchange offer will expire on December 14, 2004 unless extended or earlier terminated. A copy of the press release is filed as an exhibit to this Form 8-K.

Item 9.01    Financial Statements and Exhibits

(a) Financial statements of businesses acquired.
— Not applicable

(b)

Pro forma financial information.
— Not applicable

(c)

Exhibits. The following exhibit is filed as part of this report:

 

99.1    Press Release dated November 15, 2004.

2



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BAUSCH & LOMB INCORPORATED    

 

 

 
/s/  STEPHEN C. MCCLUSKI      
Stephen C. McCluski
Senior Vice President and Chief Financial Officer
   

Date: November 15, 2004

 

 

3



EXHIBIT INDEX

Exhibit No.

  Description
99.1   Press Release dated November 15, 2004.



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SIGNATURES
EXHIBIT INDEX
EX-99.1 2 a2146749zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1

[BAUSCH & LOMB LOGO]   News

Bausch & Lomb Commences Exchange Offer For
Convertible Securities

FOR RELEASE MONDAY, NOVEMBER 15, 2004

        ROCHESTER, N.Y.Bausch & Lomb (NYSE: BOL) announced today that it is offering to exchange up to $160 million aggregate principal amount of its outstanding Floating Rate Convertible Senior Notes due 2023 (the "Old Notes") for an equal amount of its 2004 Senior Convertible Securities due 2023 (the "New Securities"). Bausch & Lomb is offering to exchange $1,000 of principal amount of the New Securities plus a cash payment of $2.50 for each $1,000 of principal amount of the Old Notes.

        The terms of the New Securities are consistent with those of the Old Notes except that (i) the settlement upon conversion of the New Securities will be paid in cash up to the principal amount of the converted New Securities with any excess of the conversion value settled in shares of Bausch & Lomb common stock, and (ii) the conversion rate for the New Securities will be increased under certain circumstances if they are converted in connection with certain change of control transactions occurring prior to July 31, 2010.

        The full terms of the exchange offer, a description of the New Securities and the material differences between the New Securities and the Old Notes and other information relating to Bausch & Lomb are set forth in a preliminary prospectus dated Nov. 15, 2004, and filed with the Securities and Exchange Commission.

        The exchange offer will expire at 5 p.m. New York City time on Tuesday, Dec. 14, 2004, unless extended or terminated. Holders must tender their Old Notes prior to that time if they wish to participate in the exchange offer. Citigroup Global Markets Inc. is dealer manager and Citibank N.A. is the exchange agent for the exchange offer.

        A registration statement with respect to the New Securities and the exchange offer has been filed with the Securities and Exchange Commission but is not yet effective. The New Securities may not be issued and the exchange offer may not be completed prior to the time the registration statement becomes effective. This announcement is neither an offer to sell nor a solicitation of an offer to buy or exchange the New Securities or the Old Notes. The exchange offer is made solely by the Company's preliminary prospectus dated Nov. 15, 2004, including any supplements thereto, which may be obtained from the information agent for the exchange offer:

Georgeson Shareholder
17 State Street, 10th Floor
New York, NY 10004
866-873-6981 (Toll Free)

Banks and Brokerage Firms please call:
212-440-9800

or on the website of the Securities and Exchange Commission (www.sec.gov).

# # #

News Media Contact:
Margaret Graham
585.338.5469
Margaret.Graham@bausch.com

Investor Relations Contact:
Daniel L. Ritz
585.338.5802
Daniel.L.Ritz@bausch.com


        Bausch & Lomb is the eye health company, dedicated to perfecting vision and enhancing life for consumers around the world. Its core businesses include soft and rigid gas permeable contact lenses and lens care products, and ophthalmic surgical and pharmaceutical products. The Bausch & Lomb name is one of the best known and most respected healthcare brands in the world. Celebrating its 150th anniversary, the Company is headquartered in Rochester, New York. Bausch & Lomb's 2003 revenues were $2 billion; it employs approximately 11,500 people worldwide and its products are available in more than 100 countries. More information about the Company can be found on the Bausch & Lomb Web site at www.bausch.com. Copyright Bausch & Lomb.




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