0001104659-07-075665.txt : 20071018 0001104659-07-075665.hdr.sgml : 20071018 20071018172549 ACCESSION NUMBER: 0001104659-07-075665 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071018 DATE AS OF CHANGE: 20071018 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20467 FILM NUMBER: 071179506 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 FILED BY: 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: SC TO-I/A 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 SC TO-I/A 1 a07-26250_3sctoia.htm SC TO-I

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

BAUSCH & LOMB INCORPORATED
(Name of Subject Company (Issuer) and Filing Person (Issuer))

2004 Senior Convertible Securities due 2023

Floating Rate Convertible Senior Notes due 2023
(Title of Class of Securities)

071707AM5 and 071707AK9
(CUSIP Number of Class of Securities)

Robert B. Stiles, Esq.

Senior Vice President and General Counsel

Bausch & Lomb Incorporated

One Bausch & Lomb Place

Rochester, New York 14604

(583) 338-1600

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of filing person)

With a Copy to:

David Lopez, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

CALCULATION OF FILING FEE

Transaction valuation*		Amount of filing fee
$196,597,000		$6,035.53

* The transaction value shown is only for the purpose of calculating the filing fee. The amount shown assumes that $155,902,000 aggregate principal amount of the 2004 Senior Convertible Securities due 2023 are purchased at the offer price of $1,216.14 per $1,000 principal amount plus accrued and unpaid interest up to but excluding October 19, 2007 and that $4,098,000 aggregate principal amount of the Floating Rate Convertible Senior Notes due 2023 are purchased at the offer price of $1,216.14 per $1,000 principal amount plus accrued and unpaid interest up to but excluding October 19, 2007. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 6 for fiscal year 2007, equals $30.70 per million of the transaction valuation.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	Amount Previously Paid: $6,035.53	Filing Party: Bausch & Lomb Incorporated
	Form or Registration No.: Schedule TO-I (File No. 005-20467)	Date Filed: September 20, 2007

o Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

x issue tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Bausch & Lomb Incorporated, a New York corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on September 20, 2007, as amended by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed by the Company with the Commission on October 9, 2007 (as so amended, the “Schedule TO”), in connection with the offers (the “Offers”) by the Company to purchase for cash any and all of the Company’s outstanding 2004 Senior Convertible Securities due 2023 and Floating Rate Convertible Senior Notes due 2023 (together, the “Securities”). The Offers are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement for the Securities dated as of September 19, 2007, as amended as of October 9, 2007 (as so amended, the “Offer to Purchase”), and the related Letter of Transmittal and Consent dated as of September 19, 2007. Capitalized terms used herein but not defined have the meanings ascribed to such terms in the Offer to Purchase.

Except as provided herein, this Amendment does not alter the terms and conditions previously set forth in the Schedule TO, and should be read in conjunction with the Schedule TO, including all exhibits filed therewith.

INTRODUCTORY STATEMENT

The Introductory Statement of the Schedule TO is hereby amended and supplemented by adding the following language:

The Expiration Date has been extended from 8:00 a.m., New York City time, on October 19, 2007, until 8:00 a.m., New York City time, on October 26, 2007, unless otherwise terminated or further extended.

ITEM 1. SUMMARY TERM SHEET.

Item 1 of the Schedule TO, which incorporates by reference the information set forth in the Offer to Purchase under “Summary” is hereby amended and supplemented by adding the following language:

ITEM 4. TERMS OF THE TRANSACTION.

(a) Material Terms. Item 4 of the Schedule TO, which incorporates by reference, among other things, the information set forth in the Offer to Purchase under “Summary” and “The Offers” is hereby amended and supplemented by adding the following language:

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(1)(iv) Press Release issued by the Company on October 18, 2007.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BAUSCH & LOMB INCORPORATED


By:	/s/ Efrain Rivera
	Name:	Efrain Rivera
	Title:	Senior Vice President & Chief Financial Officer

Dated: October 18, 2007

EXHIBIT INDEX

Exhibit Number		Description
(a)(1)(i)		Offer to Purchase and Consent Solicitation Statement dated September 19, 2007, as amended as of October 9, 2007.*
(a)(1)(ii)		Letter of Transmittal and Consent.*
(a)(1)(iii)		Press Release issued by the Company on September 19, 2007.*
(a)(1)(iv)		Press Release issued by the Company on October 18, 2007.**
(b)		None.
(d)(1)		Definitive Proxy Statement on Schedule 14A filed with the SEC on August 14, 2007 (incorporated herein by reference).
(d)(2)		Proxy Statement Supplements filed with the SEC on August 31, 2007 (incorporated herein by reference).
(g)		None.
(h)		None.

* Previously filed.

** Filed herewith.

EX-99.(A)(1)(IV) 2 a07-26250_3ex99da1iv.htm EX-99.(A)(1)(IV)

Exhibit (a)(1)(iv)

Bausch & Lomb Announces Extension of the Tender Offers for its
Outstanding Debt Securities and Convertible Debt Securities

FOR RELEASE THURSDAY, October 18, 2007

ROCHESTER, N.Y. — Bausch & Lomb (NYSE: BOL) (the “Company”) today announced that it is extending to 8:00 a.m., New York City time, on October 26, 2007, the expiration date in regard to its offers to purchase its outstanding 6.95% Senior Notes due 2007, 5.90% Senior Notes due 2008, 6.56% Medium-Term Notes due 2026 and 7.125% Debentures due 2028 (collectively, the “Debt Securities”) and its outstanding 2004 Senior Convertible Securities due 2023 and Floating Rate Convertible Senior Notes due 2023 (together, the “Convertible Debt Securities”), all pursuant to its previously announced cash tender offers and consent solicitations for the Debt Securities and the Convertible Debt Securities.

As previously announced on October 4, 2007, the Company has received tenders and consents representing a majority in principal amount of each series of the Debt Securities and the consent payment deadline has passed and withdrawal rights have terminated with respect to the Debt Securities.

Except as described above, all other terms and conditions of the tender offers and consent solicitations are unchanged. The terms and conditions of the tender offers and consent solicitations are set forth in the Company’s Offer to Purchase and Consent Solicitation Statement for the Debt Securities and the related Letter of Transmittal and Consent, both dated September 19, 2007, and in the Company’s Offer to Purchase and Consent Solicitation Statement for the Convertible Debt Securities dated September 19, 2007, as amended as of October 9, 2007, and the related Letter of Transmittal and Consent dated September 19, 2007. The tender offers and consent solicitations are subject to the satisfaction of certain conditions, including closing of the proposed merger between the Company and an affiliate of Warburg Pincus LLC, which is now expected to occur on or about October 26, 2007. Further details about the terms and conditions of the tender offers and consent solicitations are set forth in the applicable Offer to Purchase and Consent Solicitation Statement 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 Debt 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 Debt Securities should also read the Schedule TO that the Company filed on September 20, 2007, and the amendments thereto filed on October 9, 2007 and 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 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.