-----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, O8cPKN314nET6mL7hOyD7Onp90aQwmhSzsh0RMqinlBgWFtng/8SdXHbAXB+fSRH 1IjIA2KxwAYEP1wr9kMy3A== 0001104659-07-070070.txt : 20070919 0001104659-07-070070.hdr.sgml : 20070919 20070919172306 ACCESSION NUMBER: 0001104659-07-070070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070919 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070919 DATE AS OF CHANGE: 20070919 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: 071125330 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 a07-24231_18k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): September 19, 2007
(September 19, 2007)

BAUSCH & LOMB INCORPORATED
(Exact Name of Registrant as Specified in its Charter)

New York

 

1-4105

 

16-0345235

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification Number)

 

One Bausch & Lomb Place
Rochester, NY, 14604-2701
(Address of principal executive offices)

(585) 338.6000

(Registrant’s telephone number, including area code)

 

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))

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

 



 

Item 7.01 Regulation FD Disclosure.

On September 19, 2007, Bausch & Lomb Incorporated (“Bausch & Lomb”) issued a press release announcing that it is commencing cash tender offers and consent solicitations for four series of outstanding debt securities and two series of outstanding convertible debt securities.  These tender offers and consent solicitations are being conducted as part of the financing described in the previously filed proxy materials associated with the proposed merger between Bausch & Lomb and an affiliate of Warburg Pincus LLC.

The tender offers and consent solicitations with respect to each series of outstanding debt securities and outstanding convertible debt securities will expire at 8:00 a.m., New York City time, on October 19, 2007, unless extended or earlier terminated by Bausch & Lomb. Completion of each of the tender offers and consent solicitations is subject to the satisfaction of certain conditions, including (i) closing of the merger, (2) receipt of consents sufficient to approve the proposed amendments and (3) certain other customary conditions. The consent solicitation with respect to each series of securities is not conditioned upon receipt by Bausch & Lomb of the requisite consent for any other series of securities.

The press release announcing these tender offers and consent solicitations is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 — Press Release dated September 19, 2007.

 

2



 

SIGNATURE

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

 

BAUSCH & LOMB INCORPORATED

 

 

 

 

 

 

By:

/s/ EFRAIN RIVERA

 

 

 

Name: Efrain Rivera

 

 

Title:   Senior Vice President & Chief Financial Officer

 

 

Date: September 19, 2007

 

3



 

Exhibit Index

Exhibit No.

 

 

 

Description

 

 

99.1

 

Press Release dated September 19, 2007.

 

4


 EX-99.1 2 a07-24231_1ex99d1.htm EX-99.1

Exhibit 99.1

Bausch & Lomb Commences Tender Offers and Consent Solicitations For
Debt Securities and Convertible Debt Securities

FOR RELEASE WEDNESDAY, SEPTEMBER 19, 2007

ROCHESTER, N.Y.—Bausch & Lomb (NYSE: BOL) today announced that it is commencing cash tender offers and consent solicitations for four series of outstanding debt securities and two series of outstanding convertible debt securities. These tender offers and consent solicitations are being conducted as part of the financing described in the previously filed proxy materials associated with the proposed merger between the Company and an affiliate of Warburg Pincus LLC (the “Merger”). Completion of the tender offers and consent solicitations is not a condition to completion of the Merger. However, each tender offer and consent solicitation is itself subject to the satisfaction of certain conditions, including (1) closing of the Merger, (2) receipt of consents sufficient to approve the proposed amendments and (3) certain other customary conditions. The consent solicitation with respect to each series of securities is not conditioned upon receipt by the Company of the requisite consent for any other series of securities.

Debt Securities

The tender offers and consent solicitations with respect to each series of outstanding debt securities in the table below (the “Debt Securities”) will expire at 8:00 a.m., New York City time, on October 19 2007, unless extended or earlier terminated by the Company (the “Expiration Date”). In order to be eligible to receive the purchase price, which includes the consent payment, as set forth in the table below, holders must validly tender, and not validly withdraw, their Debt Securities prior to 5:00 p.m., New York City time on October 3, 2007, unless extended or earlier terminated by the Company (the “Consent Payment Deadline”). Holders tendering their Debt Securities after the applicable Consent Payment Deadline but prior to the applicable Expiration Date will be eligible to receive an amount equal to the purchase price less the consent payment, as set forth in the table below. Debt Securities purchased in the tender offers will be paid for on the applicable settlement date for each tender offer, which, assuming the tender offers are not extended, is expected to be as soon as practicable after the applicable expiration date.

CUSIP No.

 

Principal 
Amount 
Outstanding

 

Title of Security

 

Tender Offer 
Price*†

 

Consent 
Payment**

 

Purchase 
Price
Including the
Consent
Payment*

071707AH6

 

$133,195,000

 

6.95% Senior Notes
due 2007

 

$980.00

 

$20.00

 

$1,000.00

 

 

 

 

 

 

 

 

 

 

 

071707AL7

 

$50,000,000

 

5.90% Senior Notes
due 2008

 

$980.00

 

$20.00

 

$1,000.00

 

 

 

 

 

 

 

 

 

 

 

07171JAE6

 

$421,000

 

56% Medium-Term
Notes due 2026

 

$980.00

 

$20.00

 

$1,000.00

 

 

 

 

 

 

 

 

 

 

 

071707AG8

 

$66,429,000

 

7.125% Debentures
due 2028

 

$980.00

 

$20.00

 

$1,000.00

*                    Per $1,000 principal amount of Debt Securities, excluding accrued and unpaid interest to, but not including, the settlement date with respect to each series, which will be paid in addition to the purchase price.

**             Per $1,000 principal amount of Debt Securities.

†                     Equal to Purchase Price less the Consent Payment.

Holders tendering their Debt Securities will be required to consent to the proposed amendments to the indentures governing the Debt Securities, which would eliminate or make less restrictive



 

substantially all of the restrictive covenants, as well as certain events of default and related provisions in the indentures. The tender offers and consent solicitations are being made pursuant to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated September 19, 2007 for the Debt Securities and the related Letter of Transmittal and Consent.

Convertible Debt Securities

Concurrent with the tender offers and consent solicitations for the Debt Securities, the Company is separately commencing cash tender offers and consent solicitations with respect to its 2004 Senior Convertible Securities due 2023 and its Floating Rate Convertible Senior Notes due 2023 (together, the “Convertible Securities”).

The tender offer and consent solicitation with respect to each series of Convertible Securities will expire at 8:00 a.m., New York City time, on October 19, 2007, unless extended or earlier terminated by the Company.

The purchase price for each $1,000 principal amount of Convertible Securities validly tendered and not validly withdrawn pursuant to the tender offers and consent solicitations is $1,216.14 for the 2004 Senior Convertible Securities due 2023 and $1,216.14 for the Floating Rate Convertible Senior Notes due 2023, plus, in each case, accrued and unpaid interest to, but not including, the settlement date with respect to each series, which is expected to be as soon as practicable after the applicable expiration date. Holders tendering their Convertible Securities will be required to consent to the proposed amendments to the indentures governing the Convertible Securities, which would eliminate or make less restrictive substantially all of the restrictive covenants, as well as certain events of default and related provisions, in the indentures. The tender offers and consent solicitations are being made pursuant to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated September 19, 2007 for the Convertible Securities and the related Letter of Transmittal and Consent.

Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. are acting as dealer managers for the tender offers and consent solicitations. Questions regarding the transaction and the procedures for consenting may be directed to Citigroup Global Markets Inc. by telephone at (800) 558-3745 (toll-free), Banc of America Securities LLC by telephone at (888) 292-0070 (toll-free) for the Debt Securities and (888) 583-8900 x2200 (toll-free) for the Convertible Securities, Credit Suisse Securities (USA) LLC by telephone at (212) 325-7596 (collect) or J.P. Morgan Securities Inc. by telephone at (212) 270-1477 (collect).

Global Bondholder Services is the information agent for the tender offers and consent solicitations. Requests for documentation should be directed to Global Bondholder Services at (866) 540-1500 (toll-free).

###

This news release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The tender offers and consent solicitations are being made solely pursuant to the applicable Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent, which set forth the complete terms of the tender offers and consent solicitations. Holders of the Convertible Securities should also read the Schedule TO that the Company will file today with the U.S. Securities and Exchange Commission (the “SEC”).

This news release contains, among other things, certain statements of a forward-looking nature relating to future events or the future business performance of Bausch & Lomb. Such statements

2



 

involve a number of risks and uncertainties including those concerning the ability of the Company and the parties with which it contracts to develop and introduce products successfully as well as the risk factors listed from time to time in the Company’s SEC filings, including but not limited to filings on the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006, filed on April 25, 2007, the Company’s Form 12b-25 filed on May 10, 2007 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007, filed on May 30, 2007.

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. Founded in 1853, the Company is headquartered in Rochester, New York, and employs approximately 13,000 people worldwide. Its products are available in more than 100 countries. More information about the Company can be found at www.bausch.com.

Copyright Bausch & Lomb Incorporated.

3


 GRAPHIC 3 g242311bai001.jpg GRAPHIC begin 644 g242311bai001.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``S`=`#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#T"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@!****`"BBB@`HHHH`****`"BD9@JDL0 M`.YJE-K&G0?ZR]@!]-X)_2BS>P7+U%8,WB[2HON2R2GT2,_UQ5";QQ"/]19R M/_ON%_QJU3F^A/,CK:*X2;QK?M_JH((P?4%C_,5GS>)=6FSF[*#T10M6J$V3 M[1'I7%5YK^SMS^^NH8S_`+<@']:\NFO;J?\`UUU-)_ON34%:+#/JQ>T/29O$ M^D0Y!NPY]$4M^H%4)O&UDO$5O.Y]P%'\ZX6BK6'CW)=1G5S>-[AO]1:1I_OL M6_EBJ$WBS5I?NS)&/]A!_6L.BM%1@NA'.^YZ;X;N)KK1+>:=S)(V[+'O\Q%: ME8WA'_D7+7_@?_H;5LUP2^)G2M@I:2EJ1A1110`4444`%%%%`!1110`4444` M%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4 M444`5[YVCL9W4X98R0?3BN`_MO4_^?R3Z\5Z)*BRQ-&XRK#!'M5&+1=.BX2S MA_X$N[^=(QJPE+9G%+K6J,P"W(IL;#='/0E,#^5=M'%'$N(T51 MZ*,5D^++RXL-`GN+23RI5*@,!G&6%!*HOK)F7%:^)I>6F:/_`'W'],U=ATK6 MV_UVK;/]U=W^%85SJ>NZ7IECJDFIIQ M-ZMW$;93@R9X'..?SI9=3LH;-+R2YC6W?&V0G@YH+22*4GAG3)CF6.5SZM,Q M_K3?^$3TC_GW;_OXW^-6[O6=/LDC>YNXXQ(NY,G)8>N*EAU*SGLS=Q7,;6XZ MR;N!]:KFEW'9&?\`\(GI'_/NW_?QO\:/^$3TC_GW;_OXW^-.DU_3[NUNDL;V M.2=(790IYX4]/6LGPSXEMTTC_\^[?]_&_QJAXMU2]L-3TN M*UG,:3.1(``=PRH[_6NG9@JEF.`!DD\8%'/+N+E78Q_^$3T?_GW;_OXW^-'_ M``B>D?\`/NW_`'\;_&K$/B#29[C[/%J$#2$X`W<$^QZ&I;K5M/LY_)NKN*&3 M;NVNV#C_`"*.>7<.5%+_`(1/2/\`GW;_`+^-_C1_PBFD?\^[?]_&_P`:F3Q' MI#P/,NH0%$^\2V#^1YJ'4M7AG\.WMYIETKF.,X=.JGZ4<\NXTN=WE.03M.#P<_P!*`//[_2UT[0M,UB*\D:?"%8YB M'49&?E!':M>34Y]6U2VM;.PLOMIM4>::Y3=L!4-@>WS?K6G!X,TB&17=)I]O M199,C\JGU+PSI^HW:W4@ECF"[2T3[=P]#_*@#BK='CT'Q-`65A'+$/W8PN?, M()`[#BM#69$_X5WIPW+DL@'/4@-FNHM/#FF64%U##`?*NE"R(S$@@9Q_.J"^ M!](",C?:6!.5+2?=^E`&7J^D7#0V.LV1CEDM;6,R02`,-H'7%4M=U6'4O#=D M;:$6L!N2MQ&BX"L!GMU&#FNHOO">G7S*SM<1NL:QEHY,;E&`,_D*M)X?TU-* M.FBW!MR M)Y@LI#LH)&U,C!^M=%8^$]/L7=XGN6WHT8#R<*K#!P,5;L]#M;+29M-A,GD3 M!@VXY/S#!H`P_#=S##X#DDN]SP(LBL%ZD$D8'YTV&XU/3M)TF*.:.."[GCAC M'EYDC1NF6Z$X_P!G\ZW[31;*TTEM-16>V?(99#DG-0IX=M4^S!IKJ2.VD$D4 M;R[E4CICC-`&!XW7;JNB*6+$/C+=3\R\\5J>/))8_#U5K'PCI=C)(R))()(S&ZR-D$''M[4`8FNV=A' MX%LY8D16`C,;@#VCUF755 M+_:94V-D\8P!T_X"*@3PY8I_:&/-_P")@29LM[D\>G6@#F],LK!OA[<3/'&9 M=DC,^`6#@G;SV[?G6[X(,K>&;;S22`6"$_W%(84"1H,*HZ`4`24M)2T`%%%%`!1110`4444`%%%%`!1110`444 M4`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110 M`E%%%`!1110`4444`%%%%`!1110`4444`&!1110`4444`%&***`"BBB@`HHH MH`*6BB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH #`__9 ` end -----END PRIVACY-ENHANCED MESSAGE-----