<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the fiscal year ended December 31, 1996
------------------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the transition period from to
-------------- ---------------
Commission file number 0-22033
---------------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
WESLEY JESSEN SAVINGS AND RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, Illinois 60018-5903
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN
---------------
FINANCIAL STATEMENTS AND
------------------------
ADDITIONAL INFORMATION
----------------------
DECEMBER 31, 1996 AND 1995
--------------------------
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN
---------------
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
--------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of independent accountants 1
Financial statements:
Statements of net assets available for plan benefits, with 2-3
fund information at December 31, 1996 and 1995
Statements of changes in net assets available for plan benefits, 4-5
with fund information for the year ended December 31, 1996
and for the period from July 1, 1995 to December 31, 1995
Notes to financial statements 6-9
Additional information:
Schedule I - Line 27(a) - Schedules of assets held for
investment purposes at December 31, 1996 and 1995 10-11
Schedule II - Line 27(d) - Schedules of reportable
transactions for the year ended December 31, 1996
and for the period from July 1, 1995 to December 31, 1995 12-13
</TABLE>
All other schedules of additional financial information required by Section
2520.103-10 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 10, 1997
To the Participants and the
Administrative Committee of
the Wesley Jessen Savings and
Retirement Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Wesley Jessen Savings and Retirement Plan at December 31,
1996 and 1995, and the changes in net assets available for plan benefits for the
year ended December 31, 1996 and for the period from July 1, 1995 to December
31, 1995, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by the
Plan's management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. The fund information in the statements of net
assets available for plan benefits and the statements of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. Schedules I and II and the
fund information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN
---------------
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
AT DECEMBER 31, 1996
--------------------
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------
Vanguard
F.I.S. S-T
Vanguard Vanguard Vanguard Corporate Vanguard
Wellington Windsor Explorer Bond Index 500
Fund Fund Fund Portfolio Portfolio
---------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Registered investment
company funds $3,325,810 $5,901,852 $1,888,063 $272,798 $2,620,813
Receivables:
Participant contributions 12,688 16,090 7,681 2,057 10,237
Employer contributions 191,967 258,782 113,784 25,967 197,630
Loan repayments 8,920 12,087 5,940 1,146 6,308
---------- ---------- ---------- -------- ----------
Total receivables 213,575 286,959 127,405 29,170 214,175
Loans to participants -- -- -- -- --
---------- ---------- ---------- -------- ----------
Net assets available for
plan benefits $3,539,385 $6,188,811 $2,015,468 $301,968 $2,834,988
========== ========== ========== ======== ==========
Fund Information
------------------------------------------------
Vanguard Vanguard
Treasury Int'l Wesley
Money Mkt Growth Jessen Participant
Portfolio Portfolio Stock Fund Loans Total
----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Registered investment
company funds $4,748,025 $658,437 $ -- $ -- $19,415,798
Receivables:
Participant contributions 6,314 4,292 -- -- 59,359
Employer contributions 297,374 77,165 701,892 -- 1,864,561
Loan repayments 17,286 2,592 -- -- 54,279
---------- -------- ----------- ---------- -----------
Total receivables 320,974 84,049 701,892 -- 1,978,199
Loans to participants -- -- -- 2,252,507 2,252,507
---------- -------- ----------- ---------- -----------
Net assets available for
plan benefits $5,068,999 $742,486 $ 701,892 $2,252,507 $23,646,504
========== ======== =========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN
---------------
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
AT DECEMBER 31, 1995
--------------------
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------------
Vanguard
F.I.S. S-T Vanguard
Vanguard Vanguard Vanguard Corporate Vanguard Treasury Int'l
Wellington Windsor Explorer Bond Index 500 Money Mkt Fund Participant
Fund Fund Fund Portfolio Portfolio Portfolio Portfolio Loan Total
---------- ---------- ---------- --------- ---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Registered investment
company funds $2,580,330 $4,604,835 $1,353,613 $294,755 $1,647,547 $5,217,726 $390,243 $ - $16,089,049
Receivables:
Participant contributions 1,744 2,142 961 185 1,286 1,188 459 - 7,965
Loan repayments 1,543 2,322 1,037 203 989 5,411 405 - 11,910
---------- ---------- ---------- --------- ---------- ----------- ----------- ----------- -----------
Total receivables 3,287 4,464 1,998 388 2,275 6,599 864 - 19,875
Loans to participants - - - - - - - 2,218,453 2,218,453
---------- ---------- ---------- --------- ---------- ----------- ----------- ----------- -----------
Net assets available for
plan benefits $2,583,617 $4,609,299 $1,355,611 $295,143 $1,649,822 $5,224,325 $391,107 $2,218,453 $18,327,377
========== ========== ========== ========= ========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN
---------------
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------------------------------------
Vanguard
F.I.S.S-T Vanguard Vanguard
Vanguard Vanguard Vanguard Corporate Vanguard Treasury Int'l Wesley
Wellington Windsor Explorer Bond Index 500 Money Mkt Growth Jessen
Fund Fund Fund Portfolio Portfolio Portfolio Portfolio Stock Fund
----------- ------------ ----------- ---------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income -
Interest and dividends $ 253,833 $ 563,814 $ 102,326 $ 19,474 $ 54,949 $ 244,780 $ 28,326 $ -
Realized gain (loss) on
sale of investments 13,602 55,426 14,302 (2,158) 27,291 - 5,424 -
Unrealized appreciation
(depreciation)
of investments 173,909 577,260 91,019 (2,220) 362,496 - 38,844 -
Contributions:
From participants 270,624 361,164 173,089 32,437 250,018 146,346 104,244 -
From employer 290,933 385,383 172,968 36,999 283,772 348,241 112,304 701,892
---------- ----------- ---------- --------- ---------- ----------- -------- -----------
Total contributions 561,557 746,547 346,057 69,436 533,790 494,587 216,548 701,892
Distributions and
withdrawals (551,485) (1,051,770) (250,014) (25,115) (344,275) (1,004,311) (94,368) -
Loan repayments 139,419 224,284 103,792 19,561 103,127 370,174 51,394 -
Rollovers and other
transfers to the plan 229,923 287,425 131,304 41,690 188,408 359,602 63,197 -
Interfund transfers 135,010 176,526 121,071 (113,843) 259,380 (620,158) 42,014 -
---------- ----------- ---------- --------- ---------- ----------- -------- -----------
Increase (decrease) in
assets during year 955,768 1,579,512 659,857 6,825 1,185,166 (155,326) 351,379 701,892
Net assets available for
plan benefits:
At beginning of period 2,583,617 4,609,299 1,355,611 295,143 1,649,822 5,224,325 391,107 -
---------- ----------- ---------- --------- ---------- ----------- -------- -----------
At end of period $3,539,385 $ 6,188,811 $2,015,468 $ 301,968 $2,834,988 $ 5,068,999 $742,486 $ 701,892
========== =========== ========== ========= ========== =========== ======== ===========
-------------------------
Participant
Loans Total
----------- -----------
Investment income -
Interest and dividends $ 189,618 $ 1,457,120
Realized gain (loss) on
sale of investments - 113,887
Unrealized appreciation
(depreciation)
of investments - 1,241,308
Contributions:
From participants - 1,337,922
From employer - 2,332,492
---------- ----------
Total contributions - 3,670,414
Distributions and
withdrawals 856,187 (2,465,151)
Loan repayments (1,011,751) -
Rollovers and other
transfers to the plan - 1,301,549
Interfund transfers - -
---------- ----------
Increase (decrease) in
assets during year 34,054 5,319,127
Net assets available for
plan benefits:
At beginning of period $ 2,218,453 $18,327,377
----------- -----------
At end of period $ 2,252,507 $23,646,504
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN
---------------
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE PERIOD FROM JULY 1, 1995 TO DECEMBER 31, 1995
-----------------------------------------------------
Fund Information
-----------------------------------------------------------------------------------------------------
Vanguard
F.I.S. S-T Vanguard
Vanguard Vanguard Vanguard Corporate Vanguard Treasury Vanguard
Wellington Windsor Explorer Bond Index 500 Money Mkt Int'l Growth Participant
Fund Fund Fund Portfolio Portfolio Portfolio Portfolio Loans
---------- ---------- ---------- --------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income -
Interest and dividends $ 87,257 $ 462,494 $ 105,172 $ 5,444 $ 25,213 $ 126,728 $ 10,180 $ 77,499
Realized gain (loss) on
sale of investments 9,556 11,723 4,737 167 7,492 - (943) -
Unrealized appreciation
(depreciation)
of investments 147,653 (309,504) (21,189) 3,229 121,659 - (936) -
Contributions -
From participants 40,040 73,135 23,261 4,022 29,807 113,921 10,800 -
---------- ---------- ---------- -------- ---------- ---------- --------- -----------
Total contributions 40,040 73,135 23,261 4,022 29,807 113,921 10,800 -
Distributions and
withdrawals (222,582) (407,971) (104,710) (11,773) (156,780) (551,477) (42,735) 754,520
Loan repayments 43,725 73,803 23,451 5,299 16,072 237,188 10,555 (410,093)
Rollovers and other
transfers to the plan 2,336,650 4,449,242 1,196,389 195,483 1,389,387 6,122,279 416,311 1,796,527
Interfund transfers 141,318 256,377 128,500 93,272 216,972 (824,314) (12,125) -
---------- ---------- ---------- -------- ---------- ---------- --------- -----------
Increase in assets during
period 2,583,617 4,609,299 1,355,611 295,143 1,649,822 5,224,325 391,107 2,218,453
Net assets available for
plan benefits:
At beginning of period - - - - - - - -
---------- ---------- ---------- -------- ---------- ---------- --------- -----------
At end of period $2,583,617 $4,609,299 $1,355,611 $295,143 $1,649,822 $5,224,325 $ 391,107 $ 2,218,453
========== ========== ========== ======== ========== ========== ========= ===========
</TABLE>
<TABLE>
<CAPTION>
Total
-----------
<S> <C>
Investment income -
Interest and dividends $ 899,987
Realized gain (loss) on
sale of investments 32,732
Unrealized appreciation
(depreciation)
of investments (59,088)
Contributions -
From participants 294,986
-----------
Total contributions 294,986
Distributions and
withdrawals (743,508)
Loan repayments -
Rollovers and other
transfers to the plan 17,902,268
Interfund transfers -
-----------
Increase in assets during
period 18,327,377
Net assets available for
plan benefits:
At beginning of period -
-----------
At end of period $18,327,377
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN
---------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1996 AND 1995
--------------------------
NOTE 1 - PLAN DESCRIPTION:
- --------------------------
The Wesley Jessen Savings and Retirement Plan (the "Plan") was established as of
July 1, 1995 by Wesley Jessen Corporation (the "Company"), a wholly owned
subsidiary of Wesley Jessen VisionCare, Inc. Formerly, participants of the Plan
were participants in a similar plan sponsored by a predecessor employer.
Subsequent to the purchase of the predecessor's business by the Company on June
29, 1995, continuing employees of the Company became eligible to participate in
the Plan, and their account balances in the previous plan were transferred into
the Plan.
The following description of the Plan is provided for general informational
purposes. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General
- -------
The Plan is a defined contribution savings and profit-sharing plan covering all
eligible employees of Wesley Jessen Corporation. The Plan is administered by the
Administrative Committee (the "Administrator") and is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").
The Administrative Committee, on behalf of the Plan, has appointed Vanguard
Fiduciary Trust Company (the "Trustee") as the Plan's trustee and recordkeeper.
Eligibility
- -----------
Effective January 1, 1996, the Plan provides benefits covering substantially all
employees of the Company provided that they have completed at least 90 days of
service. Prior to January 1, 1996, the Plan provided benefits only to employees
that had completed at least one year of service.
Investments
- -----------
The Plan provides participants with seven investment options as follows:
Vanguard Wellington Fund
Invests in common stocks and fixed income securities.
Vanguard Windsor Fund
Invests primarily in common stocks.
Vanguard Explorer Fund
Invests in equity securities of relatively small companies.
Vanguard Fixed Income Securities Short Term Corporate Bond Portfolio
Invests in a diversified portfolio of corporate bonds, short-term U.S. Treasury
and U.S. Agency Securities, and high rated bank instruments.
6
<PAGE>
Vanguard Index 500 Portfolio
Strives to provide results which correspond to the performance of the S&P 500
index.
Vanguard Treasury Money Market Portfolio
Invests exclusively in direct U.S. Government obligations, primarily U.S.
Treasury bills.
Vanguard International Growth Portfolio
Invests in common stock of companies based outside the United States that have
above-average growth potential.
Wesley Jessen Stock Fund
Invests in common stock of Wesley Jessen VisionCare, Inc.
Contributions and vesting
- -------------------------
Effective January 1, 1996, the Plan provides that qualified employees may make
pre-tax elective contributions to the Plan between 1% and 15% of annual
compensation, which will be matched by the Company at a rate of 50% of each
participant's elective contribution up to 6% of annual compensation. Prior to
January 1, 1996, qualified employees were only permitted to contribute up to
4% of annual compensation to the Plan. Additionally, the Plan also provides
that the Company's Board of Directors may elect to make an additional
discretionary contribution to participants' accounts as determined by the
Company. Contributions are subject to certain limitations as defined by the
Internal Revenue Code of 1986 (the "Code").
Participant contributions vest upon deposit. Company contributions are fully
vested after four years of service. Forfeitures of unvested amounts are used
to offset future Company contributions.
Distributions and withdrawals
- -----------------------------
In the event of retirement, death, disability, or termination of employment
for any other reason, a participant's vested interest in the Plan is
distributed in a lump-sum payment or, at the election of the participant, in
periodic installments. Under certain limited circumstances, participants may
withdraw part or all of their pre-tax contributions while still employed by
the Company.
Loans
- -----
Any participant may apply for a loan from the portion of their account
attributable to their elective contributions. Loans must be a minimum of
$1,000, with a maximum of the lesser of 50% of the participant's vested
balance or $50,000 reduced by the highest outstanding balance of loans from
the plan during the prior one-year period. Loan terms generally do not exceed
five years, but loans for the purchase of a principal residence may have terms
up to twenty years. Each loan bears an interest rate which is commensurate
with the prevailing market rates.
Termination of the Plan
- -----------------------
The Company intends to continue the Plan without interruption, but reserves
the right to discontinue the Plan at any time. Upon termination or partial
termination of the Plan, the balance of the participants' accounts shall
become fully vested and payable to the participants in accordance with the
Plan's provisions.
7
<PAGE>
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
- -----------------------------------------
Basis of accounting
- -------------------
The financial statements have been prepared on the accrual basis of
accounting. Distributions to participants, however, are recorded when paid,
in accordance with ERISA regulations. Participant distributions payable at
year-end are not presented as a liability in the statement of net assets
available for plan benefits or as a distribution to participants in the
statement of changes in net assets available for plan benefits.
Contributions
- -------------
Contributions, including matching and discretionary contributions, are
recorded when the related compensation is earned. A discretionary profit-
sharing contribution of $1,818,467 was declared by the Company for the year
ended December 31, 1996 and is included in employer contributions receivable
at December 31, 1996. Included in rollovers and other transfers for the year
ended December 31, 1996 is a transfer of $1,277,825 from the predecessor
employer, representing an additional discretionary contribution.
Valuation of investments
- ------------------------
All investments, except participant loans, are presented at fair value based
upon the market values of the underlying securities. Loans receivable from
participants are recorded at historical value, which is considered to
approximate fair value. Investment earnings are recognized when earned.
Unrealized appreciation or depreciation resulting from changes in market value
is recognized in the period in which it occurs.
Administrative expenses
- -----------------------
In accordance with the Plan agreement, investment related expenses are paid
from Plan assets and are included in the accompanying financial statements as
an adjustment to the basis of securities purchased and sold. All other
administrative expenses which are not paid by the Plan are paid by the
Company.
Use of estimates
- ----------------
The preparation of financial statements in accordance with generally accepted
accounting principles requires the use of estimates by management regarding
the reported amounts of assets and liabilities as well as the revenue and
expenses recognized during the reporting period. Actual results could differ
from these estimates.
NOTE 3 - TAX STATUS
- -------------------
The Internal Revenue Service has issued a favorable determination letter dated
April 24, 1997 with respect to the qualified tax status of the Plan. The Plan
administrator and the Company believe that the Plan is designed and is
currently operating in compliance with the applicable Code requirements.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
8
<PAGE>
NOTE 4 - BENEFIT OBLIGATIONS
- ----------------------------
Benefit obligations for persons who have withdrawn from participation in the
Plan as of December 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
December 31, December 31,
1996 1995
------------ ------------
<S> <C> <C>
Vanguard Wellington Fund $ 41,147 $ -
Vanguard Windsor Fund 57,620 -
Vanguard Explorer Fund 3,163 -
Vanguard F.I.S. S-T Corporate
Bond Portfolio 99 -
Vanguard Index 500 Portfolio 20,724 -
Vanguard Treasury Money Market
Portfolio 7,968 -
Vanguard International Growth
Portfolio 1,039 -
-------- ------------
$131,760 $ -
======== ============
</TABLE>
These amounts are reflected as distributions and liabilities in the Plan's
December 31, 1996 and 1995 Forms 5500, but have not been reflected as
distributions and liabilities within these financial statements.
9
<PAGE>
SCHEDULE I
----------
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN
---------------
LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1996
--------------------
<TABLE>
<CAPTION>
Identity of issue Description of investment Cost Market value
----------------- ------------------------- ---- ------------
<S> <C> <C> <C>
*Vanguard Wellington Fund Registered investment company $ 3,033,475 $ 3,325,810
*Vanguard Windsor Fund Registered investment company 5,571,335 5,901,852
*Vanguard Explorer Fund Registered investment company 1,815,443 1,888,063
*Vanguard F.I.S. Short Term
Corporate Bond Portfolio Registered investment company 272,724 272,798
*Vanguard Index 500 Portfolio Registered investment company 2,160,553 2,620,813
*Vanguard Treasury Money Market Portfolio Registered investment company 4,748,026 4,748,025
*Vanguard International Growth Portfolio Registered investment company 620,355 658,437
*Participant Loans Loans other than mortgages, 7-10% 0 2,252,507
----------- -----------
TOTALS $20,474,418 $21,668,305
=========== ===========
</TABLE>
*Represents party-in-interest
10
<PAGE>
SCHEDULE I
----------
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN
---------------
LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
--------------------
<TABLE>
<CAPTION>
Identity of issue Description of investment Cost Market value
----------------- ------------------------- ---- ------------
<S> <C> <C> <C>
*Vanguard Wellington Fund Registered investment company $ 2,432,677 $ 2,580,330
*Vanguard Windsor Fund Registered investment company 4,914,339 4,604,835
*Vanguard Explorer Fund Registered investment company 1,374,803 1,353,613
*Vanguard F.I.S. Short Term
Corporate Bond Portfolio Registered investment company 291,526 294,755
*Vanguard Index 500 Portfolio Registered investment company 1,525,888 1,647,547
*Vanguard Treasury Money Market Portfolio Registered investment company 5,217,726 5,217,726
*Vanguard International Growth Portfolio Registered investment company 391,180 390,243
*Participant Loans Loans other than mortgages, 7-10% 0 2,218,453
----------- -----------
TOTALS $18,366,592 $18,307,502
=========== ===========
</TABLE>
*Represents party-in-interest
11
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
-----------
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN
---------------
LINE 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
Current
Number Expense value of Net
Identity of incurred asset on realized
of party Description Trans- Purchase Selling Lease with Cost of transaction gain or
involved of asset actions price price rental transaction asset date (loss)
- ---------- ------------------- ------- ----------- ----------- ------ ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
*Vanguard
Fiduciary
Trust
Company Vanguard Wellington
Fund 100 $ 1,152,846 $ - $ - $ - $ 1,152,846 $ 1,152,846 $ -
114 - 594,878 - - 553,203 594,878 41,675
Vanguard Windsor
Fund 109 1,862,544 - - - 1,862,544 1,862,544 -
128 - 1,198,214 - - 1,206,476 1,198,214 (8,262)
Vanguard Explorer
Fund 100 766,406 - - - 766,406 766,406 -
107 - 337,276 - - 326,204 337,276 11,072
Vanguard Index 500
Portfolio 102 975,057 - - - 975,057 975,057 -
100 - 391,578 - - 346,747 391,578 44,831
Vanguard Treasury
Money Market
Portfolio 142 1,581,825 - - - 1,581,825 1,581,825 -
145 - 2,051,489 - - 2,051,489 2,051,489 -
</TABLE>
*Represents party-in-interest
12
<PAGE>
SCHEDULE II
-----------
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN
---------------
LINE 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD FROM JULY 1, 1995 TO DECEMBER 31, 1995
-----------------------------------------------------
<TABLE>
<CAPTION>
Current
Number Expense value of Net
Identity of incurred asset on realized
of party Description Trans- Purchase Selling Lease with Cost of transaction gain or
involved of asset actions price price rental transaction asset date (loss)
- ---------- ------------------- ------- ----------- ----------- ------ ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
*Vanguard
Fiduciary
Trust
Company Vanguard Wellington
Fund 53 $ 2,691,720 $ - $ - $ - $ 2,691,720 $ 2,691,720 $ -
47 - 268,599 - - 259,043 268,599 9,556
Vanguard Windsor
Fund 61 5,389,539 - - - 5,389,539 5,389,539 -
53 - 486,923 - - 475,200 486,923 11,723
Vanguard Explorer
Fund 53 1,519,247 - - - 1,519,247 1,519,247 -
43 - 149,181 - - 144,444 149,181 4,737
Vanguard Index 500
Portfolio 54 1,693,469 - - - 1,693,469 1,693,469 -
34 - 175,073 - - 167,581 175,073 7,492
Vanguard Treasury
Money Market
Portfolio 70 6,682,412 - - - 6,682,412 6,682,412 -
69 - 1,464,856 - - 1,464,856 1,464,856 -
</TABLE>
*Represents party-in-interest
13
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Wesley Jessen Savings and Retirement Plan
-----------------------------------------
(Name of plan)
Date June 9, 1997
/S/ Michael R. Southard
-----------------------------------------
Michael R. Southard,
Vice President, Human Resources
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
23.1 Consent of Price Waterhouse LLP
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CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated June 10, 1997 appearing on page 1 of
the Annual Report of Wesley Jessen Savings and Retirement Plan on Form 11-K for
the year ended December 31, 1996, our report dated June 10, 1997 appearing on
page 1 of the Annual Report of PBH Employees' Savings and Investment Plan on
Form 11-K for the year ended December 31, 1996, and our report dated May 13,
1997 appearing on page 1 of the Annual Report of Wesley Jessen Puerto Rico
Savings Plan on Form 11-K for the year ended December 31, 1996.
Price Waterhouse LLP
Chicago, Illinois
June 10, 1997
