WESLEY JESSEN VISIONCARE INC, S-1/A, 1997-02-10

WESLEY JESSEN VISIONCARE INC
S-1/A, 1997-02-10
OPHTHALMIC GOODS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10 , 1997

REGISTRATION NO. 333-17353
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- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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WESLEY JESSEN VISIONCARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 3851 36-4023739
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
333 EAST HOWARD AVENUE
DES PLAINES, ILLINOIS 60018-5903
(847) 294-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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KEVIN J. RYAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WESLEY JESSEN VISIONCARE, INC.
333 EAST HOWARD AVENUE
DES PLAINES, ILLINOIS 60018-5903
(847) 294-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO AGENT FOR
SERVICE, SHOULD BE SENT TO:
DENNIS M. MYERS, ESQ. DAVID B. WALEK, ESQ.
KIRKLAND & ELLIS ROPES & GRAY
200 EAST RANDOLPH DRIVE ONE INTERNATIONAL PLACE
CHICAGO, ILLINOIS 60601 BOSTON, MASSACHUSETTS 02110
(312) 861-2000 (617) 951-7000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

---------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE>

WESLEY JESSEN VISIONCARE, INC.

CROSS REFERENCE SHEET

PURSUANT TO ITEM 501(B) OF REGULATION S-K SHOWING LOCATION IN
PROSPECTUS OF INFORMATION REQUIRED BY ITEMS OF PART I OF FORM S-1.

<TABLE>
<CAPTION>
REGISTRATION STATEMENT
ITEM NUMBER AND CAPTION CAPTION OR LOCATION IN PROSPECTUS
----------------------- ---------------------------------
<S> <C>
1.Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus....... Outside Front Cover Page of Prospectus
2.Inside Front and Outside Back
Cover Page of Prospectus....... Inside Front Cover Page of Prospectus;
Outside Back Cover Page of Prospectus;
Additional Information
3.Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges ....................... Prospectus Summary; Risk Factors
4.Use of Proceeds.................. Prospectus Summary; Use of Proceeds;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations
5.Determination of Offering Price.. Outside Front Cover Page of Prospectus;
Underwriting
6.Dilution......................... Dilution
7.Selling Security Holders......... Not Applicable
8.Plan of Distribution............. Outside Front Cover Page of Prospectus;
Underwriting
9.Description of Securities to Be
Registered..................... Prospectus Summary; Dividend Policy;
Capitalization; Description of Capital
10.Interests of Named Experts and Stock
Counsel........................ Legal Matters
11.Information with Respect to the
Registrant..................... Outside Front Cover Page of Prospectus;
Prospectus Summary; Risk Factors; The
Company; Use of Proceeds; Dividend Policy;
The Reclassification; Capitalization;
Dilution; Selected Historical Consolidated
Financial Data; Management's Discussion
and Analysis of Financial Condition and
Results of Operations; Business;
Management; Principal Stockholders;
Certain Transactions; Description of
Certain Indebtedness; Description of
Capital Stock; Legal Matters; Experts;
Index to Financial Statements
12.Disclosure of Commission Position
on Indemnification for
Securities Act Liabilities..... Not Applicable
</TABLE>
<PAGE>

IMPORTANT EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be used
in connection with a firm-commitment underwritten offering through a group of
underwriters (the "Underwritten Offering"), and one to be used in a concurrent
direct offering by the Company to employee participants in its Profit Sharing
Plan (the "Direct Offering"). The two prospectuses will be identical in all
respects except for the front and back cover pages, page 7, the section
entitled "Legal Matters" and the section entitled "Underwriting" in the
prospectus relating to the Underwritten Offering will be entitled "Plan of
Distribution" in the prospectus relating to the Direct Offering. Pages to be
included in the prospectus relating to the Direct Offering in lieu of pages
currently contained in the prospectus relating to the Underwritten Offering
are marked "Alternate Pages."
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES+
+EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE +
+SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED FEBRUARY 10, 1997

PROSPECTUS

2,400,000 SHARES

Wesley Jessen VisionCare, Inc.

[LOGO OF WESLEY JESSEN VISIONCARE,
INC. APPEARS HERE]

COMMON STOCK
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All of the shares of Common Stock, par value $.01 per share ("Common Stock"),
offered hereby (the "Offering") are being offered by Wesley Jessen VisionCare,
Inc., a Delaware corporation ("Wesley Jessen" or the "Company"). Prior to the
Offering, there has been no public market for the Common Stock of the Company.
It is currently anticipated that the initial public offering price will be
between $15 and $16 per share. See "Underwriting" for information relating to
the factors to be considered in determining the initial public offering price
of the Common Stock.
The Common Stock has been approved for inclusion on the Nasdaq National
Market under the symbol "WJCO," subject to official notice of issuance.
SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

-----------

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.

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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
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<S> <C> <C> <C>
Per Share . . . . . . . . . . . . . . . . . . . . $ $ $
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Total (3) . . . . . . . . . . . . . . . . . . . . $ $ $
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</TABLE>
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(1) The Company has agreed to indemnify the several Underwriters against
certain liabilities, including certain liabilities under the Securities Act
of 1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated at $1,800,000.
(3) The Company has granted the several Underwriters an option, exercisable
within 30 days after the date hereof, to purchase up to 360,000 additional
shares of Common Stock solely to cover over-allotments, if any. If such
option is exercised in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ and $ ,
respectively. See "Underwriting."

-----------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York on or
about February , 1997.

-----------

MERRILL LYNCH & CO.

ALEX. BROWN & SONS
INCORPORATED
BEAR, STEARNS & CO. INC.

BT SECURITIES CORPORATION

SALOMON BROTHERS INC

-----------

The date of this Prospectus is February , 1997.
<PAGE>

Set forth below is a representative example of the advertisements used by
the Company to market products to consumers:

[Sample advertisement used by the Company to promote its FreshLook cosmetic
contact lenses]

IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by more detailed
information and financial statements and notes thereto included elsewhere in
this Prospectus. Unless otherwise stated, the information contained in this
Prospectus: (i) assumes no exercise of the Underwriters' over-allotment option;
(ii) reflects a 3.133-for-one stock split of the existing Common Stock and
Common Stock equivalents; and (iii) reflects the reclassification of all
classes of capital stock into shares of Common Stock. Unless otherwise stated
in this Prospectus, references to (i) the "Company" or "Wesley Jessen" shall
mean Wesley Jessen VisionCare, Inc., its consolidated subsidiaries and their
respective predecessors; (ii) the "Predecessor" shall mean the operations of
the Wesley Jessen division of Schering-Plough Corporation prior to the
acquisition thereof by Bain Capital, Inc. ("Bain Capital") and management on
June 28, 1995 (the "Wesley Jessen Acquisition"); and (iii) "Barnes-Hind" shall
mean the contact lens business of the Barnes-Hind division of Pilkington plc
prior to the acquisition thereof by the Company on October 2, 1996 (the
"Barnes-Hind Acquisition"). Statement of operations data presented herein on a
pro forma basis give effect to, among other things, the Barnes-Hind Acquisition
and the other transactions related thereto as if the Barnes-Hind Acquisition
and such other transactions had occurred on January 1, 1995. See "Unaudited Pro
Forma Financial Data."

THE COMPANY

Wesley Jessen is the leading worldwide developer, manufacturer and marketer
of specialty soft contact lenses, based on its share of the specialty lens
market. The Company's products include cosmetic lenses, which change or enhance
the wearer's eye color appearance; toric lenses, which correct vision for
people with astigmatism; and premium lenses, which offer value-added features
such as improved comfort for dry eyes and protection from ultraviolet ("UV")
light. The Company offers both conventional contact lens products, which can
typically be used for up to 24 months, and a broad range of disposable lenses,
which are intended to be replaced at least every two weeks. Founded in 1946 by
pioneers in the contact lens industry, the Company has a long-standing
reputation for innovation and new product introductions. The Company was
acquired by Bain Capital and management in June 1995, and in October 1996 the
Company strengthened its product, technology and distribution capabilities
through the acquisition of Barnes-Hind. For the twelve months ended September
28, 1996 ("LTM"), the Company's pro forma net revenues were $247.2 million and
its pro forma operating profit was $23.4 million.

The contact lens industry is large and rapidly growing. In 1995,
manufacturers' sales of contact lenses worldwide totaled $1.8 billion,
representing a compound annual growth rate of 11% from $1.1 billion in 1990.
According to industry analysts, the U.S. market for contact lenses is expected
to grow by approximately 10% per year through the year 2000. The Company
believes that market growth outside the United States will likely exceed
domestic growth because of lower contact lens penetration rates
internationally. Future growth in the contact lens market is expected to result
from (i) continued increases in the number of wearers, as more people use
contact lenses as an alternative to eyeglasses, and (ii) increased revenues per
wearer, as specialty products and disposable lenses grow in popularity. Because
the hard contact lens portion of the industry is relatively mature, the Company
expects that most future growth will occur in the soft lens portion, which is
comprised of the clear lens segment (lenses that do not provide value-added
features) and the specialty lens segment.

The Company operates primarily in the specialty segment of the soft lens
market, where it has the leading share in each of the cosmetic and premium lens
segments and the second leading share in the toric lens segment. The Company
has the leading position in the specialty segment of the soft lens market as a
whole, which accounts for one-third of industry sales volume and is projected
to grow at approximately 15% per year through the year 2000. In recent years,
in both the clear and specialty lens segments, there has been a pronounced
shift in consumers' preferences toward disposable lenses and away from
conventional lenses, which has led to a significant increase in contact lens
expenditures per wearer. The Company estimates that currently more than 35% of
U.S. soft lens wearers use disposable lenses, up from 21% in 1992. The Company
believes that its leading portfolio of disposable specialty lenses has
positioned it to benefit from the preference shift toward disposable lenses.
The Company also offers a complete line of conventional and disposable clear
lenses, which are positioned as companion products to the Company's cosmetic
lenses.

3
<PAGE>

According to an independent research firm, more than 70% of all contact lens
prescribers in the United States offer the Company's products, which permits
the Company to rapidly launch new categories of products. Wesley Jessen
develops technology, manufacturing processes and products through a combination
of its in-house staff of more than 50 engineers and scientists and Company-
sponsored research by third-party experts. The Company markets and sells its
products (i) to consumers through the second largest advertising campaign in
the industry and (ii) to eyecare practitioners through its 180-person
salesforce and network of 60 independent distributors, which together sell the
Company's products in more than 75 countries.

Wesley Jessen believes that several characteristics of the contact lens
industry, in addition to its projected growth, make it an attractive market for
the Company to serve. First, because the need for corrective eyewear is
chronic, contact lens wearers typically replace their lenses regularly over an
extended period of time. Second, contact lens wearers frequently repurchase the
same brand of lenses. The Company believes this occurs because a doctor's
prescription is required for a change in lenses (including a change in brands)
and eyecare practitioners are reluctant to change the contact lens brand of a
satisfied wearer. The combination of customers' need for repeat purchases and
their brand loyalty provides a recurring revenue stream for established lens
manufacturers such as Wesley Jessen. Third, to compete successfully in the
contact lens industry requires, among other things, (i) a significant
investment in sales and marketing in order to persuade wearers to switch to a
new product; (ii) the development and cost-efficient application of
sophisticated manufacturing processes required to produce contact lenses; (iii)
U.S. Food and Drug Administration ("FDA") product clearances; and (iv) a patent
portfolio covering materials, design and processes. As a result, no new
significant competitors have entered the soft contact lens industry in the last
ten years.

The Company believes it has achieved its leading worldwide market position in
specialty soft contact lenses because of the following competitive strengths:

. HIGH-QUALITY BRANDED PRODUCTS. Wesley Jessen produces a broad range of
high-quality contact lenses that meet customers' demand for improved
cosmetic, comfort, ease-of-care and vision-correction features, and are
sold under brand names recognized by ophthalmologists and optometrists
worldwide.

. SUCCESSFUL DEVELOPMENT AND INTRODUCTION OF NEW PRODUCTS. The Company has
a strong track record of developing new specialty contact lens products,
with the five new product lines introduced since 1994 accounting for 25%
of the Company's pro forma net sales in the LTM period.

. BROAD PATENT PORTFOLIO. Wesley Jessen believes that its intellectual
property, including more than 70 U.S. patents in product design,
materials and manufacturing processes, makes imitation of the Company's
products difficult, supports the Company's strong gross margins and
provides the Company with a competitive advantage.

. ESTABLISHED SALES AND DISTRIBUTION NETWORK. The Company believes its
salesforce and distributor network constitute the largest and most
sophisticated sales organization in the specialty contact lens segment.
The Company's salesforce has focused on developing strong relationships
with eyecare practitioners by not only serving their product needs but
also offering them opportunities to increase profitability and build
their practices through the sale of the Company's value-added products.

. STRONG INTERNATIONAL MARKET PRESENCE. On a pro forma basis, Wesley
Jessen derives more than 40% of its net sales from sales outside the
United States, and the Company's specialty contact lens products have
leading market shares in Europe, Japan and Latin America.

. LOW-COST, PROPRIETARY MANUFACTURING CAPABILITIES. The Company produces
substantially all of its contact lens products in four state-of-the-art
manufacturing facilities, which apply proprietary technology, allow the
Company to be a flexible, low-cost manufacturer of specialty lenses and
have excess capacity sufficient to meet the Company's rapidly growing
needs for several years.

. EXPERIENCED MANAGEMENT WITH A PROVEN RECORD OF IMPROVING PROFITABILITY.
The Company's senior management, who on average have more than 10 years
of experience in the contact lens industry, have increased the Company's
operating margin 44 percentage points, comparing the Predecessor's
period from January 1, 1995 through June 28, 1995 to the Company's
period from January 1, 1996 through June 29, 1996.

<PAGE>

GROWTH STRATEGY

The Company's principal objective is to expand its contact lens business in
the faster-growing specialty segment of the market in order to achieve
continued growth in revenues and operating profit. The Company's business
strategy is to:

. CAPITALIZE ON FAVORABLE INDUSTRY TRENDS, including continued increases
in the number of contact lens wearers and an ongoing shift among wearers
from conventional lenses to more profitable disposable lenses and from
clear lenses to specialty lenses;

. INCREASE THE COMPANY'S MARKET SHARE, using both targeted marketing to
eyecare practitioners and direct consumer advertising;

. DEVELOP AND SUCCESSFULLY LAUNCH NEW PRODUCTS, particularly category-
creating products (such as the Company's new line of disposable lenses
offering UV protection), since industry dynamics have historically
provided considerable advantages to a firm that successfully introduces
the first product in a category;

. INCREASE THE INTERNATIONAL PENETRATION OF ITS PRODUCTS, both in
countries where the Company has market leadership positions and in new
markets;

. REALIZE SYNERGIES THROUGH THE INTEGRATION OF BARNES-HIND, including
cross-selling opportunities and expected annual cost savings of at least
$15.8 million; and

. BENEFIT FROM THE COMPANY'S SIGNIFICANT OPERATING LEVERAGE, by utilizing
excess manufacturing capacity, investing in new low-cost manufacturing
technologies and achieving economies of scale in development,
manufacturing and distribution.

RISK FACTORS

The achievement of the operating results that the Company expects as a result
of the foregoing competitive strengths and growth strategy is subject to a
number of risks, including: (i) that the contact lens market is highly
competitive; (ii) that the specialty segment of the soft contact lens market is
characterized by rapid technological advancement and new product innovation;
(iii) the ability of the Company to successfully integrate the Barnes-Hind
manufacturing, sales and marketing and administrative functions into its
operations and achieve the cost savings expected to result from such
acquisition; (iv) the possibility of a prolonged disruption in the operations
of any of the Company's facilities; (v) risks associated with international
sales; (vi) the Company's dependence on the services of its senior management
team; and (vii) the Company's dependence on certain of its intellectual
property rights. For a more complete discussion of the foregoing risk factors,
see "Risk Factors."

RECENT DEVELOPMENTS

On October 2, 1996, the Company acquired the contact lens business of the
Barnes-Hind division of Pilkington plc ("Pilkington") for approximately $62.4
million (plus related acquisition and financing fees of approximately $10.7
million). At the time of the acquisition, Barnes-Hind was the third largest
manufacturer of specialty contact lenses in the world, with a leading market
position in premium and toric lenses. For the twelve months ended October 1,
1996, Barnes-Hind reported net sales of approximately $130.7 million. At the
time of the Barnes-Hind Acquisition, the Company (i) incurred approximately
$96.6 million of indebtedness under a newly established $140.0 million credit
agreement (the "Bank Credit Agreement") to finance the acquisition and repay
all of its then existing indebtedness and (ii) issued a $5.0 million
subordinated note to Pilkington as partial consideration for the purchase price
(the "Pilkington Note"). In connection with the Barnes-Hind Acquisition, the
Company entered into a voluntary consent order with the Federal Trade
Commission (the "FTC") which provides, among other things, that the Company
must divest the U.S. portion of Barnes-Hind's opaque contact lens product line
(the "U.S. Natural Touch Product Line") by January 24, 1997. On January 24,
1997, the Company signed a definitive agreement providing for the sale of the
U.S. Natural Touch Product Line. Consummation of the sale is subject to FTC
approval pursuant to the terms of the consent order. The U.S. Natural Touch
Product Line generated approximately $6.8 million of net sales in the LTM
period. See "Business--Required Divestiture."

5
<PAGE>

RECENT UNAUDITED OPERATING RESULTS

Based on preliminary unaudited results of operations, the Company expects to
report net sales of $156.8 million, loss from operations of $1.8 million and a
net loss of $2.7 million for the year ended December 31, 1996. The Company's
net sales in 1996 increased as compared with 1995 primarily as a result of the
Barnes-Hind Acquisition. The following table sets forth certain unaudited
financial data for the Company:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-----------------
(IN THOUSANDS)
<S> <C>
STATEMENT OF OPERATIONS DATA:
Net sales............................................. $156,752
Loss from operations.................................. (1,774)
Net loss before extraordinary item.................... (1,071)
Net loss (a).......................................... (2,742)
BALANCE SHEET DATA (AT END OF PERIOD):
Total debt............................................ $102,975
</TABLE>

- --------
(a) Includes an after-tax extraordinary loss of approximately $1.7 million
($2.8 million pre-tax) related to the writeoff of deferred financing costs
from the repayment of debt at the time of the Barnes-Hind Acquisition.

The foregoing financial data are unaudited; however, in the opinion of
management, such financial data include all adjustments (consisting only of
normal recurring adjustments) necessary for a fair statement of the results for
the period presented. Additionally, these financial data, while preliminary,
are not expected by management to differ materially from final audited results.

On a pro forma basis giving effect to those transactions described in items
(ii) through (vi) under the caption "Summary Unaudited Pro Forma Financial
Data," as if each had occurred on January 1, 1996, the Company would have had
net sales of $250.0 million, income from operations of $25.1 million, net
income of $15.0 million and net income per common share and common share
equivalent of $0.79 for the year ended December 31, 1996.

THE RECLASSIFICATION

The Company currently has two classes of issued and outstanding stock, the
Class L Common Stock (the "Class L Common") and the Common Stock, which are
identical except that each share of Class L Common is entitled to a
preferential payment upon any distribution by the Company to holders of its
capital stock. Prior to the completion of the Offering, all of the outstanding
shares of Class L Common will be reclassified into shares of Common Stock (the
"Reclassification") and a 3.133-for-one stock split will be effected as to all
of the then outstanding shares of Common Stock (the "Stock Split"). The actual
number of shares of Common Stock that will be issued as a result of the
Reclassification is subject to change based on the actual initial public
offering price and the closing date of this Offering. Unless otherwise stated,
all information set forth herein gives effect to the Reclassification and the
Stock Split. See "The Reclassification."

The Company's existing stockholders acquired shares of Common Stock at a
price significantly below the estimated initial public offering price. See
"Risk Factors--Unrealized Benefits of the Offering to Existing Stockholders."
See "Underwriting" for information relating to factors to be considered in
determining the initial public offering price of the Common Stock.

6
<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Compa- 2,500,000 shares (1)
ny................................
Common Stock outstanding after the 16,760,179 shares (2)
Offering..........................
Use of proceeds.................... The net proceeds to be received by the
Company from the Offering will be used to
repay certain outstanding indebtedness
incurred in connection with the Barnes-Hind
Acquisition.
Proposed Nasdaq National Market "WJCO"
symbol............................
</TABLE>
- --------

(1) Includes up to 100,000 shares of Common Stock concurrently being offered
directly by the Company to certain employee participants in the Company's
Profit Sharing Plan pursuant to a separate prospectus. Does not include up
to 360,000 shares of Common Stock to be sold by the Company if the
Underwriters' over-allotment option is exercised in full.
(2) Does not include 2,617,570 shares of Common Stock reserved for issuance
upon the exercise of options outstanding as of December 31, 1996 and
granted to members of management and 1,550,000 shares of Common Stock
reserved for issuance to employees or non-employee Directors under the
Company's stock incentive plans (collectively, the "Stock Plans"). See
"Management."

The Company is concurrently offering up to 100,000 shares of Common Stock
directly to certain employee participants in the Company's Profit Sharing Plan
pursuant to a separate prospectus. Since such shares are being sold directly by
the Company and not through the Underwriters, no underwriting discount or
commission will be paid to the Underwriters with respect to such shares. The
shares are being offered at a price per share equal to the per share Proceeds
to Company as set forth on the cover page of this Prospectus. Unless the
context otherwise requires, references herein to the "Offering" refer to both
the 2,400,000 shares being offered by the Underwriters and the 100,000 shares
being offered directly by the Company.

Market data used throughout this Prospectus were obtained from industry
publications and internal Company surveys. Industry publications generally
state that the information contained therein has been obtained from sources
believed to be reliable, but that the accuracy and completeness of such
information are not assured. The Company has not independently verified these
market data. Similarly, internal Company surveys, while believed by the Company
to be reliable, have not been verified by any independent sources. Aquaflex(R),
CSI Clarity(R), CSI(R), DuraSoft(R), DuraSoft 2, DuraSoft 3, DuraSoft Optifit,
Elegance, FreshLook(R), Gentle Touch, Hydrocurve, Hydrocurve II(R), Natural
Touch, Optifit, Optifit Custom, Polycon(R), Precision UV, SoftPerm(R), Wesley-
Jessen(R) and WJ(R) are trademarks of the Company and its subsidiaries.

7
<PAGE>

SUMMARY UNAUDITED PRO FORMA FINANCIAL DATA
(dollars in thousands, except per share amounts)
Set forth below are summary unaudited pro forma financial data of the Company
for the periods and dates indicated. The summary unaudited pro forma statement
of operations data for the year ended December 31, 1995 give effect to: (i) the
Wesley Jessen Acquisition (and related financing transactions); (ii) the
Barnes-Hind Acquisition (and related financing transactions); (iii) the
divestiture of Barnes-Hind's U.S. Natural Touch Product Line; (iv) the
transactions described under "The Reclassification"; (v) the refinancing of the
Bank Credit Agreement; and (vi) the Offering and the application of the net
proceeds to the Company therefrom as described under "Use of Proceeds," as if
each had occurred on January 1, 1995. The summary unaudited pro forma statement
of operations data for the period January 1, 1996 through September 28, 1996
and the twelve months ended September 28, 1996 give effect to the transactions
described in items (ii) through (vi) above, as if each had occurred on January
1, 1995. The summary pro forma balance sheet data give effect to the
transactions described in items (ii), (iv), (v) and (vi) above, as if each had
occurred on September 28, 1996. The final allocation of the purchase price of
the Barnes-Hind Acquisition and the resulting depreciation and amortization
expense in the summary unaudited pro forma income statement data may differ
somewhat from the preliminary estimates for the reasons described in more
detail in "Unaudited Pro Forma Financial Data" and in the Notes to Consolidated
Financial Statements of the Company. The summary pro forma financial data have
not been audited, do not purport to represent what the Company's results of
operations actually would have been if the foregoing transactions had actually
occurred as of such dates or what such results will be for any future periods,
and should be read in conjunction with, and are qualified by reference to,
"Unaudited Pro Forma Financial Data," "Selected Historical Consolidated
Financial Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the audited consolidated financial statements
and accompanying notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JANUARY 1 TWELVE MONTHS
YEAR ENDED THROUGH ENDED
DECEMBER 31, SEPTEMBER 28, SEPTEMBER 28,
1995 1996 1996
------------ ------------- -------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales............................ $230,997 $190,437 $247,211
Operating costs and expenses:
Cost of goods sold.................. 91,681 70,549 92,162
Marketing and administrative........ 120,876 91,623 119,871
Research and development............ 13,670 9,171 12,584
Amortization of intangible assets
(negative goodwill)................ (784) (588) (784)
-------- -------- --------
Income from operations.............. 5,554 19,682 23,378
Other (income) expense:
Interest expense.................... 5,467 4,100 5,467
Other income, net................... (1,360) (3,500) (3,500)
-------- -------- --------
Income before income taxes........... 1,447 19,082 21,411
Income tax expense................... (492) (6,488) (7,280)
-------- -------- --------
Net income........................... $ 955 $ 12,594 $ 14,131
======== ======== ========
Pro forma net income per common share
(a)................................. $ 0.05 $ 0.66 $ 0.74
======== ======== ========
Pro forma weighted average number of
common shares
outstanding (in thousands) (a)...... 19,018 19,018 19,018
======== ======== ========
<CAPTION>
SEPTEMBER 28,
1996
-------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.................................................. $ 81,554
Total assets..................................................... 179,487
Total debt....................................................... 69,130
Stockholders' equity............................................. 21,223
<CAPTION>
JANUARY 1 TWELVE MONTHS
YEAR ENDED THROUGH ENDED
DECEMBER 31, SEPTEMBER 28, SEPTEMBER 28,
1995 1996 1996
------------ ------------- -------------
<S> <C> <C> <C>
OTHER DATA:
EBITDA (b)(c)........................ $ 5,186 $ 19,585 $ 23,189
Depreciation and amortization, net of
negative goodwill................... (368) (97) (189)
</TABLE>

8
<PAGE>

- --------
(a) Pro forma net income per share and pro forma weighted average number of
common shares outstanding include all outstanding common stock equivalents
and have been adjusted to give effect to the Reclassification and Stock
Split.
(b) "EBITDA" is defined herein as income from operations plus depreciation and
amortization expense, non-recurring charges and other non-cash expense
items. Management believes that EBITDA, as presented, represents a useful
measure of assessing the performance of the Company's ongoing operating
activities as it reflects the earnings trends of the Company without the
impact of the purchase accounting applied in connection with the Wesley
Jessen Acquisition or the Barnes-Hind Acquisition or the financing required
to consummate those historical transactions. Income derived from non-
operating sources, including license fees received during the periods
presented, have been excluded from EBITDA as they are non-recurring in
nature and are not representative of the ongoing operations of the Company.
Targets and positive trends in EBITDA are used as the performance measure
for determining management's bonus compensation, and it is also utilized by
the Company's creditors in assessing debt covenant compliance. The Company
understands that while EBITDA is frequently used by security analysts in
the evaluation of companies, it is not necessarily comparable to other
similarly titled captions of other companies due to potential
inconsistencies in the method of calculation. EBITDA is not intended as an
alternative to cash flow from operating activities as a measure of
liquidity, an alternative to net income as an indicator of the Company's
operating performance or any other measure of performance in accordance
with generally accepted accounting principles.
(c) Because of the subjectivity inherent in the assumptions concerning the
timing and nature of the uses of cash generated by the pro forma interest
and other cost savings adjustments, cash flows from operating, investing
and financing activities are not presented for the pro forma periods.

<PAGE>

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
(dollars in thousands)

Set forth below are summary historical consolidated financial data of the
Company and the Predecessor for the periods and dates indicated. The summary
historical consolidated financial data for the periods ended December 31, 1993
and 1994 and the period from January 1, 1995 through June 28, 1995 of the
Predecessor were derived from the audited financial statements of the
Predecessor. The summary historical consolidated financial data as of December
31, 1995 and September 28, 1996 and for the periods from June 29, 1995 through
December 31, 1995 and from January 1, 1996 through September 28, 1996 of the
Company were derived from the audited financial statements of the Company.
Results for interim periods are not necessarily indicative of results for the
full year. Such interim results include all material adjustments, consisting
only of normal recurring adjustments, which management considers necessary for
fair presentation of results for such periods and should be read in conjunction
with, and are qualified by reference to, "Selected Historical Consolidated
Financial Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Supplemental Unaudited Pro Forma Financial Data"
and the audited consolidated financial statements and accompanying notes
thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
PRO FORMA FOR
WESLEY JESSEN
THE PREDECESSOR THE COMPANY ACQUISITION (A) THE COMPANY
----------------------------- ------------ -------------------------- -------------
(UNAUDITED)
YEAR ENDED JANUARY 1 JUNE 29 JANUARY 1 JANUARY 1
DECEMBER 31, THROUGH THROUGH YEAR ENDED THROUGH THROUGH
------------------ JUNE 28, DECEMBER 31, DECEMBER 31, SEPTEMBER 30, SEPTEMBER 28,
1993 1994 1995 1995 1995 1995 1996
-------- -------- --------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales............... $103,386 $109,640 $ 51,019 $ 54,315 $105,334 $78,077 $96,048
Operating costs and ex-
penses:
Cost of goods sold..... 56,780 65,591 20,871 19,916 38,442 28,202 26,471
Cost of goods sold--
inventory step-up..... -- -- -- 33,929 -- -- 6,626
Marketing and adminis-
trative............... 59,764 79,185 43,236 29,476 69,162 53,042 51,014
Research and
development........... 10,286 9,843 4,569 2,524 4,677 3,471 3,786
Amortization of
intangible assets
(negative goodwill)... 5,472 5,472 2,736 (392) (784) (588) (588)
-------- -------- -------- -------- -------- ------- -------
Income (loss) from
operations.......... (28,916) (50,451) (20,393) (31,138) (6,163) (6,050) 8,739
Other (income) expenses:
Interest expense....... -- -- -- 2,599 4,889 3,742 2,757
Financing charge....... 6,886 7,172 3,511 -- -- -- --
Other income, net...... (256) (202) (1,360) -- (1,360) (1,360) (3,500)
-------- -------- -------- -------- -------- ------- -------
Income (loss) before in-
come taxes............. (35,546) (57,421) (22,544) (33,737) (9,692) (8,432) 9,482
Income tax (expense)
benefit................ 17,214 26,935 9,401 14,022 4,032 3,508 (1,621)
-------- -------- -------- -------- -------- ------- -------
Net income (loss) (b) .. $(18,332) $(30,486) $(13,143) $(19,715) $ (5,660) $(4,924) $ 7,861
======== ======== ======== ======== ======== ======= =======
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital ............. $30,262 $21,732
Total assets................. 67,330 63,243
Total debt................... 42,000 28,500
Stockholders' deficit........ (12,190) (4,057)
</TABLE>

10
<PAGE>

- --------
(a) The pro forma combined operating results for the year ended December 31,
1995 and the nine months ended September 30, 1995 combine the operations of
the Predecessor from January 1, 1995 through June 28, 1995 and the Company
from June 29, 1995 through the end of the respective periods and have been
adjusted to reflect the period as if the Wesley Jessen Acquisition and
related financing transactions had occurred on January 1, 1995. Because of
the purchase accounting adjustments made to the Predecessor's financial
statements, the financial statements of the Predecessor for the periods
prior to June 29, 1995 are not comparable to those of subsequent periods.
The combined pro forma data are intended to assist in making comparisons
for periods prior to the Barnes-Hind Acquisition. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Supplemental Unaudited Pro Forma Financial Data" and the Notes to
Consolidated Financial Statements of the Company included herein.
(b) No historical earnings per share data are presented as the Company does not
consider such data to be meaningful. See "Unaudited Pro Forma Financial
Data" and "The Reclassification."
(c) Because of the subjectivity inherent in the assumptions concerning the
timing and nature of the uses of cash generated by the pro forma interest
and other cost savings adjustments, cash flows from operating, investing
and financing activities are not presented for the pro forma periods.
(d) "EBITDA" is defined herein as income from operations plus depreciation and
amortization expense, non-recurring charges and other non-cash expense
items. Management believes that EBITDA, as presented, represents a useful
measure of assessing the performance of the Company's ongoing operating
activities as it reflects the earnings trends of the Company without the
impact of the purchase accounting applied in connection with the Wesley
Jessen Acquisition or the Barnes-Hind Acquisition or the financing required
to consummate those historical transactions. Income derived from non-
operating sources, including license fees received during the periods
presented, have been excluded from EBITDA as they are non-recurring in
nature and are not representative of the ongoing operations of the Company.
Targets and positive trends in EBITDA are used as the performance measure
for determining management's bonus compensation, and it is also utilized by
the Company's creditors in assessing debt covenant compliance. The Company
understands that while EBITDA is frequently used by security analysts in
the evaluation of companies, it is not necessarily comparable to other
similarly titled captions of other companies due to potential
inconsistencies in the method of calculation. EBITDA is not intended as an
alternative to cash flow from operating activities as a measure of
liquidity, an alternative to net income as an indicator of the Company's
operating performance or any other measure of performance in accordance
with generally accepted accounting principles. A reconciliation of net
income (loss) to EBITDA for each period included herein is set forth below:

<TABLE>
<CAPTION>
THE PREDECESSOR THE COMPANY
----------------------------- --------------------------
YEAR ENDED JANUARY 1 JUNE 29 JANUARY 1
DECEMBER 31, THROUGH THROUGH THROUGH
------------------ JUNE 28, DECEMBER 31, SEPTEMBER 28,
1993 1994 1995 1995 1996
-------- -------- --------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Net income (loss)............................................. $(18,332) $(30,486) $(13,143) $(19,715) $ 7,861
Income tax expense (benefit).................................. (17,214) (26,935) (9,401) (14,022) 1,621
Interest expense.............................................. -- -- -- 2,599 2,757
Financing charge (1).......................................... 6,886 7,172 3,511 -- --
Other income, net (2)......................................... (256) (202) (1,360) -- (3,500)
Depreciation and amortization................................. 11,508 13,060 6,607 (392) (429)
Inventory step-up (3)......................................... -- -- -- 33,929 6,626
-------- -------- -------- -------- -------
EBITDA........................................................ $(17,408) $(37,391) $(13,786) $ 2,399 $14,936
--------------------------------------------------
======== ======== ======== ======== =======
</TABLE>
--------
(1) Represents financing charges from Schering-Plough in lieu of
interest expense related to Schering-Plough's investment in the
Predecessor.
(2) Represents income derived from non-operating sources (e.g., gains on
fixed asset disposals and interest income) and certain one-time
gains related to licensing fees excluded from EBITDA as they do not
relate to the ongoing operations of the Company.
(3) Represents the amortization of the inventory revaluation recorded in
conjunction with the Wesley Jessen Acquisition excluded from EBITDA
as it represents a non-cash charge to operations.

11
<PAGE>

RISK FACTORS

Prospective investors should consider, in addition to the other information
set forth elsewhere in this Prospectus, the following matters in evaluating
the Company and the Common Stock offered hereby.

COMPETITION AND INDUSTRY DYNAMICS

The contact lens market is highly competitive. The Company faces competition
from other companies within each segment of the contact lens market in which
it operates. In the specialty segment of the market, the Company principally
competes with divisions of large medical and pharmaceutical companies as well
as with smaller companies. To the extent the Company operates in the clear
lens segment, it faces competition primarily from Vistakon (a division of
Johnson & Johnson) and other large contact lens manufacturers. Certain of the
Company's competitors in each segment have lower costs of operations, products
with enhanced features, substantially greater resources to invest in product
development and customer support, greater vertical integration and greater
access to financial and other resources than the Company. To a lesser extent,
the Company also competes with manufacturers of eyeglasses and other forms of
vision correction. There can be no assurance that the Company will not
encounter increased competition in the future, particularly from large
manufacturers of clear lenses seeking to enter the specialty lens segment,
which could have a material adverse effect on the Company's financial
condition or results of operations. See "Business--Competition."

The contact lens industry has experienced significant growth in recent
years. There can be no assurance that such growth will continue in the future
or that a general economic slowdown or recession will not have a material
adverse effect on the Company's results of operations. In addition, the
Company believes that it currently benefits from significant advertising
expenditures by certain of its competitors, which serve to raise consumer
awareness of the benefits of disposable contact lenses. There can be no
assurance that the Company's operations would not be adversely effected in the
event such advertising campaigns were discontinued or substantially reduced.

IMPORTANCE OF NEW PRODUCT INTRODUCTIONS; RISK OF PRODUCT OBSOLESCENCE

The specialty segment of the soft contact lens market is characterized by
rapid technological advancements and new product innovations. The Company
believes that the manufacturer who is the first to introduce a new product in
a particular category is likely to maintain the leading market share in such
category. Although the Company has in the past been successful in attaining an
early market share lead in new product categories, there can be no assurance
that it will be successful in doing so in the future. In addition, the expense
involved in developing new products, as well as the cost of obtaining
regulatory approval to market such products, can be substantial. There can be
no assurance that such new products will be successful in the marketplace and,
as a result, justify the expenses involved in their development and approval.
In addition, there can be no assurance that the Company's competitors will not
develop new products or technology which will lead to the obsolescence of the
Company's products, which could have a material adverse effect on the
Company's business, financial condition or results of operations.

RISKS IN THE INTEGRATION OF BARNES-HIND

On October 2, 1996, the Company completed the Barnes-Hind Acquisition. The
Barnes-Hind Acquisition approximately doubled the size of the Company as
measured by net sales. The future success of the Barnes-Hind Acquisition and
its effect on the financial and operating results of the Company will depend
in large part on the ability of the Company to integrate the Barnes-Hind
manufacturing, sales and marketing and administrative functions into its
operations and achieve the cost savings expected to result from the measures
adopted by the Company at the time of such acquisition. The ability of the
Company to accomplish its objectives in connection with the Barnes-Hind
Acquisition is, as in any acquisition, subject to certain risks including,
among others, the possible inability to retain certain Barnes-Hind personnel,
the potentially negative effects of diverting management resources and the
possible failure to retain former customers of Barnes-Hind.

12
<PAGE>

RISKS ASSOCIATED WITH MANUFACTURING OPERATIONS

The Company produces substantially all of its contact lens products in four
state-of-the-art manufacturing facilities. Each facility is dedicated to
producing a particular type of contact lens. As a result, any prolonged
disruption in the operations of any one of the Company's facilities, whether
due to technical or labor difficulties, destruction of or damage to any
facility or other reasons, could have a material adverse effect on the
Company's financial condition or results of operations. See "Business--
Manufacturing."

The Company utilizes a number of advanced polymers and other sophisticated
materials in the production of its contact lenses. Due to the highly technical
and specialized nature of certain of its production materials, the Company
relies from time to time on a single supplier to provide it with sufficient
quantities of certain materials used in the production of one or more of its
product lines. To minimize its reliance on a particular vendor, the Company
continually seeks to identify multiple vendors qualified to supply its
production materials and currently has only two materials that are significant
to its operations that are available from a single source. Although the
Company believes that it is not dependent on any single supplier, the
inability of the Company to obtain sufficient quantities of certain production
inputs could have a material adverse effect on the Company's financial
condition or results of operations.

RISKS ASSOCIATED WITH INTERNATIONAL SALES

The Company derived more than 40% of its net sales from the sale of products
outside the United States in the twelve months ended September 28, 1996 on a
pro forma basis. The Company expects that sales to international customers
will continue to represent a significant portion of its net sales. Risks
inherent in the Company's international business activities generally include
difficulties and unexpected changes in the regulatory environment, currency
fluctuation risk, longer accounts receivable payment cycles and greater
difficulty in collecting accounts receivable, costs and risks associated with
localizing products for foreign countries, the burdens of complying with
foreign laws, tariffs and other trade barriers, trade embargoes and political
instability. There can be no assurance that these factors or other factors
relating to the Company's international business operations will not have a
material adverse effect on the Company's financial condition or results of
operations.

DEPENDENCE ON KEY EXECUTIVES

The Company is dependent to a large degree on the services of its senior
management team, including Kevin J. Ryan, President and Chief Executive
Officer. While Mr. Ryan has entered into an employment agreement with the
Company, there can be no assurance that he or other members of the senior
management team will remain with the Company. The loss of any of these
individuals could have a material adverse effect on the Company. Upon
completion of the Offering, the Company's senior management team will
collectively own 473,341 shares of Common Stock and hold options to purchase
an additional 2,617,570 shares of Common Stock, representing on a fully-
diluted basis approximately 16.0% of the outstanding Common Stock. Each
employee's options expire upon or shortly following the termination of such
person's employment with the Company for any reason. See "Management--
Employment Agreements" and "Management--Stock Options."

HISTORICAL NET LOSSES; EXPECTED NON-RECURRING CHARGES

Prior to the Wesley Jessen Acquisition, the Predecessor experienced
significant net losses in each fiscal period since 1993. Such losses were
$18.3 million, $30.5 million and $13.1 million in the years ended December 31,
1993 and 1994 and the period from January 1, 1995 through June 28, 1995,
respectively. The Company recorded a net loss of $19.7 million in the period
from June 29, 1995 through December 31, 1995 and Barnes-Hind experienced net
losses equal to approximately $13.6 million and $11.1 million in the fiscal
years ended March 31, 1995 and 1996, respectively. Although the Company
generated net income of approximately $7.9 million in the period from January
1 through September 28, 1996, there can be no assurance that the Company will
continue to generate profits. Various factors, including delays in new product
development and introductions, new product introductions by competitors, price
competition, delays in regulatory approvals or unexpected delays in achieving
the integration of Barnes-Hind, could have a material adverse effect on the
Company's financial condition or results of operations.

13
<PAGE>

As a result of the Barnes-Hind Acquisition, the Company incurred significant
non-recurring charges in the fourth quarter of fiscal 1996 and expects to incur
additional non-recurring charges in the first and second quarters of fiscal
1997, including: (i) approximately $3.4 million of restructuring expenses
expected to be incurred by the Company following the Barnes-Hind Acquisition;
(ii) a significant, non-cash increase in cost of goods sold of approximately
$36.7 million (based on Barnes-Hind's inventory at October 1, 1996); and (iii)
extraordinary debt extinguishment costs consisting of $2.8 million related to
writing off historical capitalized financing fees in connection with the
refinancing of the Company's then existing credit agreement. In connection with
the Offering, the Company expects to incur a non-recurring charge for
extraordinary debt extinguishment costs consisting of $7.8 million related to
writing off capitalized financing fees in connection with the refinancing of
the Bank Credit Agreement upon the completion of the Offering in the first
quarter of 1997. As a result of these charges, the Company expects to report
net losses in both the fourth quarter of 1996 and the first quarter of 1997.

RISKS ASSOCIATED WITH INDEBTEDNESS

Following the Offering, the Company will have approximately $65.0 million of
long-term indebtedness. Subject to the restrictions in the Bank Credit
Agreement, the Company may incur additional indebtedness from time to time to
finance acquisitions or capital expenditures or for other purposes. The level
of the Company's indebtedness could have important consequences, including: (i)
a substantial portion of the Company's cash flow from operations must be
dedicated to debt service and will not be available for other purposes; (ii)
the Company's ability to obtain additional debt financing in the future for
working capital, capital expenditures or acquisitions may be limited; and (iii)
the Company's level of indebtedness could limit its flexibility in reacting to
changes in the industry and economic conditions generally. Certain of the
Company's competitors currently have greater operating and financing
flexibility than the Company. The Company believes that, based upon current
levels of operations, it should be able to meet its debt service obligations
when due. The Company's ability to service such indebtedness, however, will be
dependent on its future performance, which will be affected by prevailing
economic conditions and financial, business and other factors, certain of which
are beyond the Company's control. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."

The Bank Credit Agreement imposes certain operating and financial
restrictions on the Company. Contemporaneously with the Offering, the Company
intends to refinance its existing indebtedness under the Bank Credit Agreement
with a new credit agreement (the "New Bank Credit Agreement"). The Company
anticipates that the New Bank Credit Agreement will impose operating and
financial restrictions on the Company similar to those contained in the Bank
Credit Agreement. See "Description of Certain Indebtedness."

RISKS ASSOCIATED WITH FUTURE ACQUISITIONS

The Company expects to continue to seek acquisitions, joint ventures or other
strategic arrangements that would enable it to expand its existing product
line, broaden its geographic coverage or allow it to offer complementary
product lines. There can be no assurance that the Company will continue to
acquire businesses or establish such arrangements on satisfactory terms or that
any business acquired by the Company will be integrated successfully into the
Company's operations or be able to operate profitably. Future acquisitions or
other strategic arrangements could require additional financing, which could
result in an increase in the Company's indebtedness.

GOVERNMENT REGULATION

The Company's manufacturing facilities and products are subject to stringent
regulation by the FDA and by various governmental agencies for the states and
localities in which the Company's products are manufactured and/or sold, as
well as by governmental agencies in certain foreign countries in which the
Company's products are manufactured and/or sold. Pursuant to the Federal Food,
Drug, and Cosmetic Act (the "FDC Act"), and the regulations promulgated
thereunder, the FDA regulates the preclinical and clinical testing,
manufacture, labeling,

14
<PAGE>

distribution and promotion of medical devices such as contact lenses.
Noncompliance with applicable requirements can result in, among other things,
fines, injunctions, civil penalties, recall or seizure of products, total or
partial suspension of production, failure of the government to grant premarket
clearance or premarket approval for devices, withdrawal of marketing
clearances or approvals and criminal prosecution. The FDA also has the
authority to request the recall, repair, replacement or refund of the cost of
any device manufactured or distributed by the Company. In addition, as the
Company continues to expand internationally, it will be subject to regulation
in most of the foreign countries in which it sells its products; such
regulations may or may not be similar to those of the FDA. Compliance with
U.S. and foreign governmental regulations, which are subject to change, can
delay new product introduction and may have a material adverse effect on the
Company's financial condition or results of operations.

Under the FDC Act, products developed by the Company, and significant
changes or modifications to existing products, generally require FDA clearance
("510(k) clearance") pursuant to the Section 510(k) notification process
("510(k) notice") or approval of a premarket approval application ("PMA"). The
Company manufactures and markets contact lenses which have received 510(k)
clearances as well as lenses which have been the subject of approved PMA
applications.

The Company has made modifications to its products which the Company
believes do not require the submission of new 510(k) notices or PMA
supplements. There can be no assurance, however, that the FDA would agree with
any of the Company's determinations not to submit a new 510(k) notice or PMA
supplement for any of these changes or would not require the Company to submit
a new 510(k) notice or PMA supplement for any of the changes made to the
device. If the FDA requires the Company to submit a new 510(k) notice or PMA
supplement for any device modification, the Company may be prohibited from
marketing the modified device until the 510(k) notice or PMA supplement is
cleared or approved by the FDA.

The process of obtaining FDA approvals is lengthy, expensive and uncertain.
Moreover, approvals, if granted, may limit the uses for which a product may be
marketed. No assurance can be given that future changes in the FDC Act or the
FDA's regulations will not have a material adverse effect on any FDA clearance
or approval previously received with respect to the Company's products.

In addition, there can be no assurance that the selling and prescribing
practices for contact lenses will not change at some point in the future,
which changes could have a material adverse effect on the Company's business,
results of operations or financial condition. The Company is aware of a
pending lawsuit against other manufacturers of contact lenses challenging
certain of their selling and distribution practices.

The Company's products are also subject to regulation in other countries in
which it sells its products. The laws and regulations of such countries range
from comprehensive medical device approval procedures such as those described
above to simple requests for product data or certifications. The number and
scope of these laws and regulations are increasing. Specifically, the
Company's products are subject to the "CE marking" approval process in the
European Union ("EU"). Additional approvals from foreign regulatory
authorities may be required for international sale of the Company's products
in non-EU countries. Failure to comply with applicable regulatory requirements
can result in the loss of previously received approvals and other sanctions
and could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business--Government Regulation."

DEPENDENCE ON CERTAIN INTELLECTUAL PROPERTY RIGHTS

The Company considers certain of its intellectual property rights, including
patents, trademarks and licensing agreements, to be an integral component of
its business. The Company's policy is to file patent applications to protect
technology, inventions and improvements that are considered important to the
development of its business. There can be no assurance that patent
applications filed by the Company will result in the issuance of patents or
that any of the Company's intellectual property will continue to provide
competitive advantages for the Company's products or will not be challenged,
circumvented by others or invalidated. The Company's policy is to aggressively
prosecute and defend its patents and other proprietary technology. The
prosecution and defense of intellectual property protection, like any lawsuit,
is inherently uncertain and carries no guarantee of success. The protection of
intellectual property in certain foreign countries is particularly uncertain.
See "Business--Patents and Trademarks."

<PAGE>

PRODUCT LIABILITY EXPOSURE

The Company faces an inherent risk of exposure to product liability claims
in the event that the use of its products results in personal injury. Although
the Company has not experienced any material losses due to product liability
claims, there can be no assurance that it will not experience such losses in
the future. Also, in the event that any of the Company's products prove to be
defective, the Company may be required to recall or redesign such products.
The Company maintains insurance against product liability claims, but there
can be no assurance that such coverage will be adequate to cover any
liabilities that the Company may incur or that such insurance will continue to
be available on terms acceptable to the Company. A successful claim brought
against the Company in excess of available insurance coverage, or any claim or
product recall that results in significant adverse publicity against the
Company, may have a material adverse effect on the Company's financial
condition or results of operations. See "Business--Legal Proceedings."

CONTROLLING STOCKHOLDERS; POTENTIAL CONFLICTS OF INTEREST

Upon completion of the Offering (and giving effect to currently exercisable
options), investment funds controlled by Bain Capital (the "Bain Capital
Funds") will beneficially own approximately 77.4% of the outstanding Common
Stock (75.7% if the Underwriters' over-allotment option is exercised in full).
By virtue of such stock ownership, Bain Capital will be able to control the
election of the members of the Company's Board of Directors and to generally
exercise control over the affairs of the Company. Such concentration of
ownership could also have the effect of delaying, deterring or preventing a
change in control of the Company that might otherwise be beneficial to
stockholders. In addition, four representatives of Bain Capital currently
serve on the Company's Board of Directors. There can be no assurance that
conflicts of interest will not arise with respect to such Directors or that
such conflicts will be resolved in a manner favorable to the Company. See
"Principal Stockholders."

UNREALIZED BENEFITS OF THE OFFERING TO EXISTING STOCKHOLDERS

In connection with the Wesley Jessen Acquisition, the Company's then-
existing stockholders acquired shares of Common Stock at an average price of
$0.55 per share (after giving effect to the Reclassification and the Stock
Split) as compared to the initial public offering price of $15.50 per share
(the mid-point of the range set forth on the cover page to this Prospectus).
See "Underwriting" for information relating to the factors to be considered in
determining the initial public offering price of the Common Stock. The table
below sets forth certain information concerning unrealized benefits inuring to
certain of the Company's stockholders as a result of this Offering:

<TABLE>
<CAPTION>
SHARES OWNED PRIOR AGGREGATE VALUE OF
TO THE OFFERING SHARES OWNED AFTER
NAME (A) AGGREGATE COST THE OFFERING (B)
- ---- ------------------ -------------- ------------------
<S> <C> <C> <C>
Bain Capital Funds........ 12,965,244 $5,638,159 $200,961,281
BT Investment Partners,
Inc.(c).................. 691,068 4,999,998 10,711,557
Named Executives (5
persons)(d).............. 2,121,069 3,350,947 32,876,563
</TABLE>
- --------
(a) After giving effect to the Reclassification and Stock Split. Assumes the
exercise of all outstanding options held by the Named Executives (as
defined below).

(b) Based on an initial public offering price of $15.50 (the mid-point of the
range set forth on the cover page of this Prospectus).
(c) BT Investment Partners, Inc. purchased its shares of Common Stock in
October 1996 from the existing stockholders of the Company.
(d) The Named Executives include Messrs. Ryan, Kelley, Chapoy, Roussel and
Steiner. See "Certain Transactions--Unrealized Benefits of the Offering to
Named Executives."

16
<PAGE>

CERTAIN ANTI-TAKEOVER EFFECTS

Certain provisions of the Company's Restated Certificate of Incorporation
(the "Restated Certificate") and Amended and Restated By-laws (the "By-laws")
may inhibit changes in control of the Company not approved by the Company's
Board of Directors. These provisions include: (i) a classified Board of
Directors; (ii) a prohibition on stockholder action through written consents;
(iii) a requirement that special meetings of stockholders be called only by
the Board of Directors; (iv) advance notice requirements for stockholder
proposals and nominations; (v) limitations on the ability of stockholders to
amend, alter or repeal the By-laws; and (vi) the authority of the Board to
issue without stockholder approval preferred stock with such terms as the
Board may determine. The Company will also be afforded the protections of
Section 203 of the Delaware General Corporation Law, which could have similar
effects. See "Description of Capital Stock."

ABSENCE OF PRIOR PUBLIC MARKET; SUBSTANTIAL DILUTION

Prior to the Offering, there has been no public market for the Common Stock.
The initial public offering price of the Common Stock will be determined by
negotiations among the Company and the Representatives (as defined herein) and
may not be indicative of the market price for shares of the Common Stock after
the Offering. For a description of factors considered in determining the
initial public offering price, see "Underwriting." There can be no assurance
that an active trading market for the Common Stock will develop or if
developed, that such market will be sustained. The market price for shares of
the Common Stock may be significantly affected by such factors as quarter-to-
quarter variations in the Company's results of operations, news announcements
or changes in general market conditions. In addition, general market, economic
and political conditions may adversely affect the market price of the Common
Stock, regardless of the Company's actual performance. Because the initial
public offering price is substantially higher than the book value per share of
Common Stock, purchasers of the Common Stock in the Offering will be subject
to immediate and substantial dilution. See "Dilution."

RISKS ASSOCIATED WITH DIVIDEND POLICY

Since the Wesley Jessen Acquisition in 1995, the Company has not declared or
paid any cash or other dividends on its Common Stock and does not expect to
pay dividends for the foreseeable future. Instead, the Company currently
intends to retain earnings to support its growth strategy and reduce
indebtedness. As a holding company, the ability of the Company to pay
dividends in the future is dependent upon the receipt of dividends or other
payments from its principal operating subsidiary. The payment of dividends or
other distributions by such operating subsidiary to the Company for purposes
of paying dividends to holders of Common Stock is prohibited by the Bank
Credit Agreement is expected to be restricted under the New Bank Credit
Agreement. Any future determination to pay dividends will be at the discretion
of the Company's Board of Directors and will depend upon, among other factors,
the Company's results of operations, financial condition, capital requirements
and contractual restrictions. See " Dividend Policy" and "Description of
Certain Indebtedness."

POTENTIAL ADVERSE IMPACT FROM SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company expects to have 16,760,179
shares of Common Stock outstanding. Of these shares, the 2,500,000 shares of
Common Stock (2,860,000 shares if the Underwriters' over-allotment option is
exercised in full) sold in the Offering will be freely tradeable without
restriction under the Securities Act of 1933, as amended (the "Securities
Act"), except any such shares which may be acquired by an "affiliate" of the
Company. Subject to certain 180-day "lock-up" agreements described herein,
approximately 473,341 and 13,095,770 shares of Common Stock will be eligible
for sale in the public market, subject to compliance with the resale volume
limitations and other restrictions of Rule 144 under the Securities Act,
beginning 90 days after the date of this Prospectus and on June 28, 1997,
respectively. Beginning 180 days after the completion of the Offering, the
holders of an aggregate of approximately 13,786,838 shares of Common Stock
will have certain rights to register their shares of Common Stock under the
Securities Act at the Company's expense. Future sales of the shares of Common
Stock held by existing stockholders could have a material adverse effect on
the price of the Common Stock. See "Shares Eligible for Future Sale."

17
<PAGE>

THE COMPANY

Wesley Jessen is the leading worldwide developer, manufacturer and marketer
of specialty soft contact lenses, based on its share of the specialty lens
market. The Company operates primarily in the specialty segment of the soft
lens market, where it has the leading share in each of the cosmetic and
premium lens segments and the second leading share in the toric lens segment.
The Company's principal objective is to expand its contact lens business in
the faster-growing specialty segment of the market in order to achieve growth
in revenues and operating profit.

The Company was founded in 1946 by contact lens pioneers Drs. Newton K.
Wesley and George Jessen, after the two doctors discovered that hard contact
lenses could be used to prevent a rare sight-threatening eye disease suffered
by Dr. Wesley. Originally known as The Plastic Contact Lens Company, the
Company went on to pioneer the design, manufacturing and fitting techniques of
hard contact lenses. Throughout its history, the Company has remained a market
leader in research and development, accounting for numerous technological
breakthroughs in contact lenses. In 1978, the Company received FDA approval of
its hydrogel lens, a durable and highly oxygen-permeable soft plastic lens
made from a unique polymer. In 1986, the Company pioneered the development of
the conventional opaque color lens (which change the color of dark eyes), and
in 1989, the Company introduced its toric lenses, which correct vision for
people with astigmatism (the condition of an irregularly shaped cornea). The
Company's most significant product introductions to the soft contact lens
market in the last three years have been its Precision UV lenses, which
provide eyes with protection from ultraviolet light, and its FreshLook
disposable opaque and eyecolor-enhancing lenses.

From 1980 to 1995, Wesley Jessen operated as a wholly owned subsidiary of
Schering-Plough Corporation ("Schering-Plough"). On June 28, 1995, Bain
Capital together with new and certain then-existing members of management (the
"Management Investors") acquired the Predecessor in the Wesley Jessen
Acquisition. The following table sets forth the sources and uses of funds in
the Wesley Jessen Acquisition (dollars in millions):

<TABLE>
<S> <C>
SOURCES:
Borrowings under a bank credit
agreement ..................... $43.0
Equity contributions............ 7.5
-----
Total....................... $50.5
=====
</TABLE>
<TABLE>
<S> <C>
USES:
Acquisition consideration. $47.0
Fees and expenses......... 3.5
-----
Total................. $50.5
=====
</TABLE>

After the Wesley Jessen Acquisition, the Company's new management team
pursued an aggressive strategy of cost savings and revenue enhancement to
improve the Company's results of operations. During this period, management:
(i) redefined the Company's disposable lens marketing strategy by repricing
and repackaging the Company's products to be more competitive with industry
standards; (ii) launched a national consumer advertising campaign featuring
Christy Turlington; (iii) expanded its product offerings in its FreshLook line
of disposable colored contact lenses; (iv) heightened its sales and marketing
focus on serving the needs of eyecare practitioners; and (v) achieved
substantial cost savings through personnel reductions, decreased overall
marketing and advertising expenses, consolidation of facilities and increased
operating efficiencies. As a result of management's efforts, the Company's
income from operations increased from a loss of $20.4 million in the period
from January 1, 1995 through June 28, 1995 to income of $8.7 million in the
period from January 1, 1996 through September 28, 1996.

On October 2, 1996, the Company acquired substantially all the assets and
assumed certain liabilities of Barnes-Hind from Pilkington. Founded in 1939,
Barnes-Hind is widely recognized in the contact lens industry as a leader in
product and material innovation and design. Barnes-Hind was acquired by
Pilkington in 1987 and combined with its existing contact lens operations. At
the time of the Barnes-Hind Acquisition, Barnes-Hind was

18
<PAGE>

the third largest manufacturer of specialty contact lenses in the world, with
a leading market position in premium and toric lenses. The following table
sets forth the sources and uses of funds in the Barnes-Hind Acquisition
(dollars in millions):

<TABLE>
<S> <C>
SOURCES:
Borrowings under Credit
Agreement................... $ 96.6
Issuance of Pilkington Note.. 5.0
------
Total.................... $101.6
======
</TABLE>
<TABLE>
<S> <C>
USES:
Repayment of existing bank credit
agreement........................ $ 28.5
Acquisition consideration......... 62.4
Fees and expenses................. 10.7
------
Total......................... $101.6
======
</TABLE>

Upon completion of the Offering, the Company's senior management team will
collectively own 473,341 shares of Common Stock and hold options to purchase
an additional 2,617,570 shares of Common Stock, representing on a fully-
diluted basis approximately 16.0% of the outstanding Common Stock (15.7% if
the Underwriters' over-allotment option is exercised in full). The Bain
Capital Funds will collectively own 12,965,244 shares of Common Stock,
representing on a fully-diluted basis approximately 66.9% of the outstanding
Common Stock (65.7% if the Underwriters' over-allotment option is exercised in
full).

The Company's principal executive offices are located at 333 East Howard
Avenue, Des Plaines, Illinois 60018-5903 and its telephone number is (847)
294-3000.

19
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the Offering (after deducting
applicable underwriting discounts and estimated expenses payable by the
Company) are estimated to be approximately $34.6 million ($39.8 million if the
Underwriters' over-allotment option is exercised in full, assuming in each
case an initial public offering price of $15.50 per share). The Company
expects to use (i) approximately $29.4 million of the net proceeds to reduce
the Company's indebtedness under the Bank Credit Agreement and (ii)
approximately $5.2 million to repay the Pilkington Note in full (including
accrued interest).

The indebtedness to be repaid under the Bank Credit Agreement consists of
multi-tranche term loans with a current aggregate principal balance of $95.0
million (the "Term Loans"), with principal payments scheduled in varying
amounts from 1996 through 2004. Such Term Loans bear interest at varying rates
based, at the Company's option, on either the Eurodollar rate (as defined in
the Bank Credit Agreement) plus 275 to 325 basis points or the bank base rate
(as defined in the Bank Credit Agreement) plus 175 to 225 basis points. The
overall effective interest rate for the Term Loans at October 2, 1996 was
8.48%. See "Description of Certain Indebtedness--Bank Credit Agreement."

The Pilkington Note bears interest at 8.0% per annum, payable in kind, and
matures on February 1, 2005 or on any date that Bain Capital and its
affiliates (i) cease to beneficially own at least 25% of the Company's voting
stock or (ii) receive any proceeds from the sale of any of their shares of
Common Stock in a public offering. The Pilkington Note was issued by the
Company on October 2, 1996 in connection with the Barnes-Hind Acquisition. The
Company is not required to repay the Pilkington Note with the proceeds of the
Offering. Accordingly, the Company may elect to repay additional indebtedness
under the Bank Credit Agreement in lieu of repaying the Pilkington Note.

In connection with the Offering, the Company expects to refinance the
indebtedness under the Bank Credit Agreement remaining after application of
the net proceeds of the Offering as described above. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources" and "Description of Certain Indebtedness--New
Bank Credit Agreement."

20
<PAGE>

DIVIDEND POLICY

Since the Wesley Jessen Acquisition in 1995, the Company has not declared or
paid any cash or other dividends on its Common Stock and does not expect to
pay dividends for the foreseeable future. Instead, the Company currently
intends to retain earnings to support its growth strategy and reduce
indebtedness. As a holding company, the ability of the Company to pay
dividends in the future is dependent upon the receipt of dividends or other
payments from its principal operating subsidiary and is expected to be
restricted under the New Bank Credit Agreement. The New Bank Credit Agreement
is expected to permit the payment of dividends of up to $2.0 million annually
plus certain excess cash available at the time of payment, if any. The payment
of dividends or other distributions by such operating subsidiary to the
Company for purposes of paying dividends to holders of Common Stock is
prohibited by the Bank Credit Agreement. Any future determination to pay
dividends will be at the discretion of the Company's Board of Directors and
will depend upon, among other factors, the Company's results of operations,
financial condition, capital requirements and contractual restrictions. See
"Description of Certain Indebtedness."

THE RECLASSIFICATION

The Company currently has two classes of issued and outstanding stock, the
Class L Common and the Common Stock, which are identical except that each
share of Class L Common is entitled to a preferential payment (the "Preference
Amount") upon any distribution by the Company to holders of its capital stock
(whether by dividend, liquidating distribution or otherwise) equal to the
original cost of such share ($17.41) plus an amount which accrues on a daily
basis at a rate of 12.5% per annum on such cost and on the amount so accrued
in prior quarters. As of December 31, 1996, the Preference Amount was $20.94
per share of Class L Common issued at the time of the Wesley Jessen
Acquisition. Prior to the completion of the Offering, all of the outstanding
shares of Class L Common will be reclassified pursuant to the terms of the
Company's Restated Certificate into shares of Common Stock and a 3.133-for-one
stock split will be effected as to all of the then outstanding shares of
Common Stock. In connection with the Reclassification (prior to the Stock
Split), each outstanding share of Class L Common will be reclassified into one
share of Common Stock plus an additional number of shares having a value,
based on the initial public offering price, equal to the Preference Amount as
of the consummation of the Offering. Assuming an initial public offering price
of $15.50 per share (the mid-point of the range set forth on the cover page of
this Prospectus) and a closing date of February 12, 1997 for this Offering, an
aggregate of 1,444,668 shares of Common Stock will be issued in exchange for
the outstanding shares of Class L Common in connection with the
Reclassification. The actual number of shares of Common Stock that will be
issued as a result of the Reclassification is subject to change based on the
actual initial public offering price and the closing date of this Offering.
Fractional shares otherwise issuable as a result of the Reclassification and
Stock Split will be rounded to the nearest whole number. See "Description of
Capital Stock."

21
<PAGE>
CAPITALIZATION

The following table sets forth at September 28, 1996: (i) the actual
capitalization of the Company; (ii) the pro forma capitalization of the Company
after giving effect to the Barnes-Hind Acquisition (and the related refinancing
of the Company's then-existing credit agreement); and (iii) the pro forma, as
adjusted capitalization of the Company after giving effect to: (a) the
Reclassification; (b) the refinancing of the Bank Credit Agreement; and (c) the
Offering, assuming an initial public offering price of $15.50 per share, and
the application of the net proceeds to the Company therefrom as described under
"Use of Proceeds." This table should be read in conjunction with "Selected
Historical Consolidated Financial Data" and "Unaudited Pro Forma Financial
Data" included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
SEPTEMBER 28, 1996
-----------------------------------
PRO FORMA PRO FORMA
ACTUAL COMBINED AS ADJUSTED
-------- --------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Short-term debt:
Current portion of long-term debt ...... $ 2,000 $ 1,555 $ 4,130
======== ======== ========
Long-term debt, net of current maturities:
Term loans.............................. $ 26,500 $ 95,000 $ 65,000(a)
Promissory note (b)..................... -- 5,000 --
-------- -------- --------
Total long-term debt ................. 26,500 100,000 65,000
-------- -------- --------
Stockholders' equity:
Class L Common Stock, $0.01 par value,
cumulative yield of 12.5%, 600,000
shares authorized; 321,067 shares
issued on an actual basis; and no
shares issued on a pro forma, as
adjusted basis......................... 3 3 -- (c)
Serial Preferred Stock, $0.01 par value,
5,000,000 shares authorized; no shares
issued on an actual or on a pro forma,
as adjusted basis ..................... -- -- --
Common Stock, $0.01 par value,
50,000,000 shares authorized; 4,090,582
shares issued on an actual basis;
16,760,179 shares issued on a pro
forma, as adjusted basis (d) .......... 40 40 167
Additional paid-in capital ............. 7,754 7,754 42,222
Accumulated deficit .................... (11,854) (15,923)(e) (21,166)(f)
-------- -------- --------
Total stockholders' equity (deficit).. (4,057) (8,126) 21,223
-------- -------- --------
Total capitalization................ $ 22,443 $ 91,874 $ 86,223
======== ======== ========
</TABLE>
- --------

(a) Reflects the use of approximately $29.4 million of the net proceeds to the
Company to repay borrowings on the Term Loans under the Bank Credit
Agreement, offset by an additional $2.0 million of borrowings to fund the
financing fees associated with New Bank Credit Agreement.
(b) Reflects a $5.0 million promissory note issued to Pilkington in connection
with the Barnes-Hind Acquisition. The Pilkington Note bears interest at 8%,
payable in kind, and matures on February 1, 2005 or on any date that Bain
Capital and its affiliates (i) cease to beneficially own at least 25% of
the Company's voting stock or (ii) receive any proceeds from the sale of
any of their shares of Common Stock in a public offering.

(c) Assuming an initial public offering price of $15.50 per share (the mid-
point of the range set forth on the cover page of this Prospectus) and a
closing date of February 12, 1997 for this Offering, an aggregate of
1,444,668 shares of Common Stock will be issued in exchange for the
outstanding shares of Class L Common in connection with the
Reclassification. The actual number of shares of Common Stock that will be
issued as a result of the Reclassification is subject to change based on
the actual initial public offering price and the closing date of this
Offering. See "The Reclassification."
(d) Does not include 2,617,570 shares of Common Stock reserved for issuance
upon the exercise of options outstanding as of December 31, 1996 and
granted to members of management or 1,550,000 shares of Common Stock
reserved for issuance under the Stock Plans. See "Management--Stock
Options."
(e) The change in accumulated deficit of $4.1 million represents: (i) the
extraordinary loss, net of related tax benefits, from the refinancing of
the Bank Credit Agreement and (ii) the non-recurring expenses, including
the related tax benefits, from the Company's restructuring charges incurred
in the fourth quarter of 1996. See "Unaudited Pro Forma Financial Data."

(f) The change in accumulated deficit of $5.2 million represents: (i) the
extraordinary loss, net of related tax benefits, from the refinancing of
the Bank Credit Agreement and (ii) the non-recurring expense, including the
related tax benefit for the interest charge related to the repayment of the
Pilkington Note. See "Unaudited Pro Forma Financial Data."

22
<PAGE>

DILUTION

The following table presents certain information concerning the pro forma
net tangible book value per share of the Common Stock as of September 28,
1996, assuming the consummation of the Reclassification and Stock Split, and
as adjusted to reflect the Offering, at an assumed initial public offering
price of $15.50 per share, after deducting the estimated offering expenses and
underwriting discounts and commissions:

<TABLE>
<S> <C> <C>
Initial public offering price per share..................... $15.50
Pro forma net tangible book value per share before the
Offering (a)............................................... $0.19
Increase per share attributable to new investors............ 2.03
-----
Pro forma net tangible book value per share after the Offer-
ing........................................................ 2.22
------
Dilution per share to new investors......................... $13.28
======
</TABLE>
- --------
(a) Net tangible book value per share of Common Stock is determined by
dividing the Company's pro forma tangible net book value at September 28,
1996 (giving pro forma effect to the Barnes-Hind Acquisition and the
refinancing of the Company's then-existing bank credit agreement) of $2.6
million, by the aggregate number of shares of Common Stock outstanding.

The following table summarizes, as of September 28, 1996 on a pro forma
basis (giving effect to the Reclassification and Stock Split), the difference
between the existing stockholders and the new investors with respect to the
number of shares of Common Stock purchased (or to be purchased) from the
Company, the total consideration paid (or to be paid) and the average price
per share paid (or to be paid) by the existing stockholders and new investors,
at an assumed initial public offering price of $15.50 per share, before
deducting the estimated offering expenses and underwriting discounts and
commissions:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------ ------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders
(b).................... 14,260,179 85.0% $ 7,797,000 16.8% $ 0.55
New investors........... 2,500,000 15.0 38,750,000 83.2 15.50
---------- ----- ----------- ------
Total................. 16,760,179 100.0% $46,547,000 100.0%
========== ===== =========== ======
</TABLE>
- --------
(b) Does not include: (i) 2,193,052 shares of Common Stock reserved for
issuance upon the exercise of outstanding options as of September 28, 1996
(with a weighted average exercise price of $1.14 per share); (ii) 424,518
shares of Common Stock reserved for issuance upon the exercise of
outstanding options issued in October 1996 (at an exercise price of
$7.24); or (iii) 1,550,000 shares of Common Stock reserved for issuance
under the Stock Plans. See "Management--Stock Options."

23
<PAGE>

UNAUDITED PRO FORMA FINANCIAL DATA

The Unaudited Pro Forma Consolidated Statements of Operations for the year
ended December 31, 1995, the period January 1 through September 28, 1996, and
the twelve months ended September 28, 1996 give pro forma effect to: (i) the
Wesley Jessen Acquisition; (ii) the Barnes-Hind Acquisition (and related
financing transactions); (iii) the divestiture of Barnes-Hind's U.S. Natural
Touch Product Line; (iv) the Reclassification and Stock Split; (v) the
refinancing of the Bank Credit Agreement; and (vi) the Offering and the
application of the net proceeds to the Company therefrom as described under
"Use of Proceeds," as if each had occurred on January 1, 1995.

The Unaudited Pro Forma Consolidated Balance Sheet at September 28, 1996
gives pro forma effect to: (i) the Barnes-Hind Acquisition; (ii) the
Reclassification and Stock Split; (iii) the refinancing of the Bank Credit
Agreement; and (iv) the Offering and the application of the net proceeds to
the Company therefrom as described under "Use of Proceeds," as if such
transactions had occurred as of September 28, 1996. The historical balance
sheet of the Company already reflects the Wesley Jessen Acquisition, which
took place as of June 28, 1995. In connection with the Barnes-Hind
Acquisition, the Company entered into a voluntary consent order with the FTC
which provides, among other things, that the Company must divest Barnes-Hind's
U.S. Natural Touch Product Line. The Company signed a definitive agreement
providing for the sale of the U.S. Natural Touch Product Line on January 24,
1997. The purchase accounting relating to the Barnes-Hind Acquisition includes
an estimate of the revaluation of the assets associated with the U.S. Natural
Touch Product Line so that no gain or loss will result from such divestiture,
as is required under generally accepted accounting principles.

The Unaudited Pro Forma Consolidated Statements of Operations referred to
above do not reflect the following charges related to the Offering and the
Barnes-Hind Acquisition which the Company incurred in the fourth quarter of
fiscal 1996 and expects to incur in the first and second quarters of fiscal
1997: (i) approximately $3.4 million of restructuring expenses expected to be
incurred by the Company following the Barnes-Hind Acquisition; (ii) a
significant, non-recurring, non-cash increase in cost of goods sold of
approximately $36.7 million, based on Barnes-Hind's inventory at October 1,
1996 (due to the Company's application of purchase accounting for the Barnes-
Hind Acquisition as a result of which the Company will write up the book value
of the acquired Barnes-Hind inventory to fair market value less estimated
selling costs); (iii) extraordinary debt extinguishment costs consisting of
$2.8 million related to writing off historical capitalized financing fees in
connection with the refinancing of its then-existing credit agreement; and
(iv) extraordinary debt extinguishment costs estimated at $7.8 million related
to writing off capitalized financing fees in connection with the refinancing
of the Bank Credit Agreement upon the completion of the Offering. The
Unaudited Pro Forma Consolidated Balance Sheet, however, does reflect the
charges enumerated in (i) through (iv) above. Such charges aggregate
approximately $50.7 million, before the related tax benefit of $17.2 million.

The unaudited pro forma financial data are provided for informational
purposes only and are not necessarily indicative of the results of operations
or financial position of the Company had the transactions assumed therein
occurred, nor are they necessarily indicative of the results of operations
which may be expected to occur in the future. Furthermore, the unaudited pro
forma financial data are based upon assumptions that the Company believes are
reasonable and should be read in conjunction with the financial statements and
the accompanying notes thereto included elsewhere in this Prospectus.

24
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1995
(dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
WESLEY JESSEN
------------------------
PREDECESSOR COMPANY
JANUARY 1 JUNE 29 BARNES-HIND PRO FORMA
THROUGH THROUGH YEAR ENDED YEAR ENDED
JUNE 28, DECEMBER 31, MARCH 31, ACQUISITION PRO FORMA OFFERING DECEMBER 31,
1995 1995 1996 COMBINED ADJUSTMENTS COMBINED ADJUSTMENTS 1995
----------- ------------ ----------- -------- ----------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales.............. $ 51,019 $ 54,315 $132,581 $237,915 $ (6,918)(a) $230,997 $ -- $230,997
Operating costs and
expenses: i
Cost of goods sold.... 20,871 19,916 59,442 100,229 (3,043)(a) 91,681 -- 91,681
(4,866)(b)
(639)(e)
Cost of goods sold--
inventory step-up.... -- 33,929 -- 33,929 (33,929)(c) -- -- --
i
Marketing and
administrative ...... 43,236 29,476 65,828 138,540 (2,058)(a) 119,376 1,500 (k) 120,876
(1,974)(b)
(2,976)(d)
(12,156)(e)
i
Research and
development.......... 4,569 2,524 11,783(1) 18,876 (632)(b) 13,670 -- 13,670
(1,964)(d)
(2,610)(e)
Amortization of
intangible assets
(negative goodwill).. 2,736 (392) -- 2,344 (3,128)(f) (784) -- (784)
-------- -------- -------- -------- -------- -------- ------- --------
Income (loss) from op-
erations.............. (20,393) (31,138) (4,472) (56,003) 63,057 7,054 (1,500) 5,554
Other (income) expense:
Interest income....... -- -- (773) (773) 773 (g) -- -- --
Interest expense...... -- 2,599 4,315 6,914 3,807 (h) 10,721 (5,254)(l) 5,467
Financing charge...... 3,511 -- -- 3,511 (3,511)(i) -- -- --
Other income, net..... (1,360) -- -- (1,360) -- (1,360) -- (1,360)
-------- -------- -------- -------- -------- -------- ------- --------
Income (loss) before
income taxes.......... (22,544) (33,737) (8,014) (64,295) 61,988 (2,307) 3,754 1,447
Income tax (expense)
benefit............... 9,401 14,022 (3,116) 20,307 (19,523)(j) 784 (1,276)(j) (492)
-------- -------- -------- -------- -------- -------- ------- --------
Net income (loss)...... $(13,143) $(19,715) $(11,130) $(43,988) $ 42,465 $ (1,523) $ 2,478 $ 955
======== ======== ======== ======== ======== ======== ======= ========
Pro forma net income per common and common equivalent share............................................. $ 0.05(m)
========
Pro forma weighted average number of common and common equivalent shares outstanding (in thousands)..... 19,018(m)
========
</TABLE>
- --------

(1) Includes $3,899 of research and development costs previously classified as
cost of goods sold in the Barnes-Hind historical financial statements,
which have been reclassified to research and development expenses in
conformance with the Company's accounting policies.

See accompanying notes.

25
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

PERIOD FROM JANUARY 1, 1996 THROUGH SEPTEMBER 28, 1996
(dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
COMPANY BARNES-HIND PRO FORMA
JANUARY 1 JANUARY 1 JANUARY 1
THROUGH THROUGH THROUGH
SEPTEMBER 28, OCTOBER 1, ACQUISITION PRO FORMA OFFERING SEPTEMBER 28,
1996 1996 (1) COMBINED ADJUSTMENTS COMBINED ADJUSTMENTS 1996
------------- ----------- -------- ----------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales..................... $96,048 $ 99,601 $195,649 $ (5,212)(a) $190,437 $ -- $190,437
Operating costs and expenses:
i
Cost of goods sold........... 26,471 48,928 75,399 (2,278)(a) 70,549 -- 70,549
(2,013)(b)
(559)(e)
Cost of goods sold--inventory
step-up..................... 6,626 -- 6,626 (6,626)(c) -- -- --

i
Marketing and administrative. 51,014 58,866 109,880 (2,084)(a) 90,873 750 (k) 91,623
(719)(b)
(16,204)(e)

i
Research and development..... 3,786 7,403(2) 11,189 (144)(b) 9,171 -- 9,171
(1,874)(e)
Amortization of negative
goodwill.................... (588) -- (588) -- (588) -- (588)
------- -------- -------- -------- -------- ------- --------
Income (loss) from operations. 8,739 (15,596) (6,857) 27,289 20,432 (750) 19,682
Other (income) expense:
Interest income.............. -- (340) (340) 340 (g) -- -- --
Interest expense............. 2,757 378 3,135 4,905 (h) 8,040 (3,940)(l) 4,100
Other income, net............ (3,500) -- (3,500) -- (3,500) -- (3,500)
------- -------- -------- -------- -------- ------- --------
Income (loss) before income
taxes........................ 9,482 (15,634) (6,152) 22,044 15,892 3,190 19,082
Income tax (expense) benefit.. (1,621) (2,989) (4,610) (793)(j) (5,403) (1,085)(j) (6,488)
------- -------- -------- -------- -------- ------- --------
Net income (loss)............. $ 7,861 $(18,623) $(10,762) $ 21,251 $ 10,489 $ 2,105 $ 12,594
======= ======== ======== ======== ======== ======= ========
Pro forma net income per common and common equivalent share......................................... $ 0.66 (m)
========
Pro forma weighted average number of common and common equivalent shares outstanding (in thousands). 19,018 (m)
========
</TABLE>
- --------
(1) Represents the period from January 1, 1996 through October 1, 1996.
Included in this period is the three-month period beginning January 1,
1996 and ending March 31, 1996 (Barnes-Hind's fourth fiscal quarter). This
three-month period is also included in Barnes-Hind's Year Ended March 31,
1996 data presented as part of the Unaudited Pro Forma Consolidated
Statement of Operations for the year ended December 31, 1995.
(2) Includes $1,937 of research and development costs previously classified as
cost of goods sold in the Barnes-Hind historical financial statements,
which have been reclassified to research and development expenses in
conformance with the Company's accounting policies.

See accompanying notes.

26
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

LATEST TWELVE MONTHS ENDED SEPTEMBER 28, 1996(1)
(dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
COMPANY BARNES-HIND PRO FORMA
TWELVE MONTHS TWELVE MONTHS TWELVE MONTHS
ENDED ENDED ENDED
SEPTEMBER 28, OCTOBER 1, ACQUISITION PRO FORMA OFFERING SEPTEMBER 28,
1996(1) 1996 (1) COMBINED ADJUSTMENTS COMBINED ADJUSTMENTS 1996(1)
------------- ------------- -------- ----------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales............... $123,305 $130,688 $253,993 $ (6,782)(a) $247,211 $ -- $247,211
Operating costs and ex-
penses:
i
Cost of goods sold..... 36,711 61,796 98,507 (2,967)(a) 92,162 -- 92,162
(2,644)(b)
(734)(e)
Cost of goods sold--in-
ventory step-up....... 20,927 -- 20,927 (20,927)(c) -- -- --
i
Marketing and
administrative........ 67,134 75,165 142,299 (2,675)(a) 118,871 1,000 (k) 119,871
(944)(b)
(19,809)(e)
i
Research and develop-
ment.................. 4,992 10,425(2) 15,417 (189)(b) 12,584 -- 12,584
(2,644)(e)
Amortization of nega-
tive goodwill......... (784) -- (784) -- (784) -- (784)
-------- -------- -------- -------- -------- ------ --------
Income (loss) from oper-
ations................. (5,675) (16,698) (22,373) 46,751 24,378 (1,000) 23,378
Other (income) expense:
Interest income........ -- (540) (540) 540 (g) -- -- --
Interest expense....... 3,904 1,619 5,523 5,198 (h) 10,721 (5,254)(l) 5,467
Other income, net...... (3,500) -- (3,500) -- (3,500) -- (3,500)
-------- -------- -------- -------- -------- ------ --------
Income (loss) before in-
come
taxes.................. (6,079) (17,777) (23,856) 41,013 17,157 4,254 21,411
Income tax (expense)
benefit................ 2,529 (5,328) (2,799) (3,035)(j) (5,834) (1,446)(j) (7,280)
-------- -------- -------- -------- -------- ------ --------
Net income (loss)....... $ (3,550) $(23,105) $(26,655) $ 37,978 $ 11,323 $2,808 $ 14,131
======== ======== ======== ======== ======== ====== ========
Pro forma net income per common and common equivalent share..................................... $ .74 (m)
========
Pro forma weighted average number of common and common equivalent shares outstanding (in thou-
sands)......................................................................................... 19,018 (m)
========
</TABLE>
- --------
(1) The Company believes that the pro forma presentation of the latest twelve-
month periods ended September 28, 1996 and October 1, 1996, of the
combined Wesley Jessen and Barnes-Hind operations, respectively, provides
the most meaningful and representative combined results of operations for
the two businesses. This period represents the only pro forma statement of
operations period presented which excludes operating results of the
Predecessor when it was an operating division of Schering-Plough.
(2) Includes $3,220 of research and development costs previously classified as
cost of goods sold in the Barnes-Hind historical financial statements,
which have been reclassified to research and development expenses in
conformance with the Company's accounting policies.

See accompanying notes.

27
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(dollars in thousands)

The Unaudited Pro Forma Statements of Operations give effect to the
following unaudited pro forma adjustments:

(a) Reflects the requirement that the Company divest the U.S. Natural Touch
Product Line pursuant to the terms of its voluntary consent order with
the FTC. The Company does not believe that the disposition of this
product line will have a material impact on the Company's results of
operations. The unaudited historical operating results of the U.S.
Natural Touch Product Line were as follows:

<TABLE>
<CAPTION>
JANUARY 1 TWELVE MONTHS
YEAR ENDED THROUGH ENDED
DECEMBER 31, SEPTEMBER 28, SEPTEMBER 28,
1995 1996 1996
------------ ------------- -------------
<S> <C> <C> <C>
Net sales........................ $6,918 $5,212 $6,782
Operating costs and expenses:
Cost of goods sold............. 3,043 2,278 2,967
Marketing and administrative .. 2,058 2,084 2,675
------ ------ ------
Pre-tax contribution............. $1,817 $ 850 $1,140
====== ====== ======
(b) Represents the reduction of depreciation expense as a result of the
Company's application of purchase accounting whereby the excess of the
fair market value of the net assets acquired over the purchase price was
allocated as a reduction to the fair market value of the property, plant
and equipment acquired in both the Wesley Jessen Acquisition and the
Barnes-Hind Acquisition, as follows:

<CAPTION>
JANUARY 1 TWELVE MONTHS
YEAR ENDED THROUGH ENDED
DECEMBER 31, SEPTEMBER 28, SEPTEMBER 28,
1995 1996 1996
------------ ------------- -------------
<S> <C> <C> <C>
Reduction in depreciation expense
recorded in:
Cost of goods sold............. $4,866 $2,013 $2,644
Marketing and administrative... 1,974 719 944
Research and development....... 632 144 189
------ ------ ------
Total pro forma reduction in
depreciation expense......... $7,472 $2,876 $3,777
====== ====== ======
</TABLE>

(c) Reflects the adjustment to eliminate the non-recurring impact of the
inventory write-up as a result of the Company's application of purchase
accounting in connection with the Wesley Jessen Acquisition. In
connection with the Company's purchase accounting for the Barnes-Hind
Acquisition, a significant, non-recurring, non-cash increase in cost of
goods sold is expected as the carrying value of Barnes-Hind's inventory
is written up to its fair market value, less estimated selling expenses.
The impact of the Barnes-Hind inventory write-up is excluded from the
Unaudited Pro Forma Consolidated Statements of Operations as presented.

28
<PAGE>

(d) Represents the recurring cost savings to the Company relating to the
Wesley Jessen Acquisition which included the reduction of actual
operating expenses originally incurred by the Predecessor in the period
January 1, 1995 through June 28, 1995, related primarily to the
consolidation of duplicative facilities including corporate offices and
marketing support facilities, as well as a reduction in the actual number
of corporate level employees and related benefits expenses. The Company
initiated its plan to exit these activities upon the consummation of the
Wesley Jessen Acquisition (June 29, 1995), and completed the plan by
March 31, 1996. The effects of the actual cost savings related to the
above described items are presented below:

<TABLE>
<S> <C>
Marketing and administrative expenses:
U.S. wages and related personnel costs............................ $1,460
Non-U.S. wages and related personnel costs........................ 591
Facilities and related expenses................................... 925
------
Total pro forma reduction in marketing and administrative ex-
penses.......................................................... 2,976
------
Research and development expenses:
Wages and related personnel costs................................. 1,714
Facilities and related expenses................................... 250
------
Total pro forma reduction in research and development expenses... 1,964
------
Total pro forma reduction in Wesley Jessen operating expenses...... $4,940
======
</TABLE>

(e) Represents the estimated recurring cost savings to the Company relating
to the Barnes-Hind corporate consolidation plan, which includes the
actual reduction of certain operating expenses related primarily to the
closure of the Sunnyvale, California corporate offices upon consummation
of the Barnes-Hind Acquisition, a reduction of 139 corporate level
employees and related personnel and facilities expenses. The estimated
cost savings outlined herein do not reflect potential additional, as yet
unquantified, savings which may arise following implementation of
management's plans to curtail certain manufacturing activities in San
Diego, California and transfer production to other Company locations. The
Company has commenced the implementation of the consolidation plan. The
effect of the estimated cost savings related to the above described items
are presented below:

<TABLE>
<CAPTION>
JANUARY 1 TWELVE MONTHS
YEAR ENDED THROUGH ENDED
DECEMBER 31, SEPTEMBER 28, SEPTEMBER 28,
1995 1996 1996
------------ ------------- -------------
<S> <C> <C> <C>
Cost savings by category:
Wages and related personnel
costs......................... $ 11,757 $ 8,469 $ 12,001
Contractual "change-in-control"
employment obligations........ -- 7,346 7,346
Facilities and related occu-
pancy costs................... 3,648 2,822 3,840
-------- ------- --------
Total reduction in Barnes-
Hind operating expenses..... $ 15,405 $18,637 $ 23,187
======== ======= ========
Cost savings by statement of
operations caption:
Cost of goods sold ............ $ 639 $ 559 $ 734
Marketing and administrative... 12,156 16,204 19,809
Research and development ...... 2,610 1,874 2,644
-------- ------- --------
Total reduction in Barnes-
Hind operating expenses..... $ 15,405 $18,637 $ 23,187
======== ======= ========
</TABLE>

(f) Represents the net elimination of historical amortization expense recorded
by the Predecessor, as well as the pro forma impact of the amortization of
negative goodwill recorded by the Company in connection with the Wesley
Jessen Acquisition. There is no similar impact related to the Barnes-Hind
Acquisition, as no goodwill was recorded as a result of the Company's
purchase accounting for this acquisition.

(g) Reflects the elimination of intercompany interest income allocated to
Barnes-Hind by Pilkington.

29
<PAGE>

(h) Represents additional pro forma interest expense, as follows:

<TABLE>
<CAPTION>
JANUARY 1 TWELVE MONTHS
YEAR ENDED THROUGH ENDED
DECEMBER 31, SEPTEMBER 28, SEPTEMBER 28,
1995 1996 1996
------------ ------------- -------------
<S> <C> <C> <C>
Elimination of Wesley Jessen
and Barnes-Hind historical ($6,623) ($2,699) ($4,942)
interest expense............. ------- ------- -------
Elimination of Wesley Jessen
historical amortization of (291) (436) (581)
capitalized financing fees... ------- ------- -------
Interest on borrowings under
the Bank Credit Agreement:
Revolving credit facility at
LIBOR plus 2.75% (8.19% on
$10.0 million assumed aver-
age balance)............... 819 614 819
Term Loan A at LIBOR plus
2.75% (8.19% on $45.0 mil-
lion)...................... 3,686 2,764 3,686
Term Loan B at LIBOR plus
3.25% (8.69% on $50.0 mil-
lion)...................... 4,345 3,259 4,345
Commitment fee on pro forma
unutilized revolving credit
facility (.50% on $35.0
million assumed average
unutilized balance)........ 175 131 175
------- ------- -------
Total interest and fees on
borrowings under the Bank
Credit Agreement............. 9,025 6,768 9,025
------- ------- -------
Interest on the Pilkington
Note at the stated rate (8.0%
on $5.0 million)............. 400 300 400
Amortization of capitalized
deferred financing fees re-
lated to the refinancing of
the Bank Credit Agreement
($7.8 million over an average
6-year period)............... 1,296 972 1,296
------- ------- -------
Net increase in pro forma in-
terest expense............... $3,807 $4,905 $5,198
======= ======= =======
</TABLE>

(i) Represents the elimination of corporate financing fees charged by
Schering-Plough to the Predecessor.

(j) Represents the elimination of the pro forma combined historical income tax
(expense) benefit and the inclusion of the income tax (expense) benefit
resulting from the pro forma adjustments to pro forma income (loss) before
taxes to arrive at an estimated ultimate effective income tax rate of 34%.
Significant tax benefits, in the form of a tax credit, are available for
companies with operations in Puerto Rico, where one of Wesley Jessen's
principal manufacturing facilities is located. The amount of such
qualified credit to the Company, which would offset future federal income
taxes payable in any period, is dependent on the Company's labor
expenditures, depreciation and other factors in Puerto Rico. Recent
legislation will phase out this tax credit through December 31, 2005.

(k) Represents the additional annual management fee paid by the Company to
Bain Capital for management and advisory services under the Advisory
Agreement.

30
<PAGE>

(l) Represents the reduction of pro forma interest expense resulting from the
refinancing of the Bank Credit Agreement and the use of a portion of the
net proceeds from the Offering to repay pro forma outstanding debt, as
follows:

<TABLE>
<CAPTION>
JANUARY 1 TWELVE MONTHS
YEAR ENDED THROUGH ENDED
DECEMBER 31, SEPTEMBER 28, SEPTEMBER 28,
1995 1996 1996
------------ ------------- --------------
<S> <C> <C> <C>
Elimination of pro forma inter-
est under the Bank Credit
Agreement................... $(9,025) $(6,768) $(9,025)
Elimination of pro forma inter-
est under the Pilkington
Note........................ (400) (300) (400)
Elimination of pro forma amor-
tization of capitalized fi-
nancing fees................ (1,296) (972) (1,296)
Interest on borrowings under
the New Bank Credit Agree-
ment:
Revolving credit facility at
LIBOR plus 1.0% (6.44% on
$12.0 million assumed
average balance)........... 773 579 773
Term Loan A at LIBOR plus
1.0% (6.44% on $65.0
million)................... 4,186 3,140 4,186
Interest on pro forma
unutilized revolving credit
facility commitment........ 175 131 175
Amortization of capital fees
related to the New Bank
Credit Agreement
($2.0 million over an average
6-year period)............... 333 250 333
------- ------- -------
Net decrease in pro forma in-
terest expense.............. $(5,254) $(3,940) $(5,254)
======= ======= =======
</TABLE>

(m) Reflects the events described in (i) through (vi) in the first paragraph
under the heading "Unaudited Pro Forma Financial Data" above, as if such
transactions had occurred on January 1, 1995 (includes all common stock
equivalents).

31
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 28, 1996
(dollars in thousands)

<TABLE>
<CAPTION>
BARNES-
COMPANY HIND PRO FORMA
SEPTEMBER 28, OCTOBER 1, ACQUISITION PRO FORMA OFFERING SEPTEMBER 28,
1996 1996(1) COMBINED ADJUSTMENTS COMBINED ADJUSTMENTS 1996
------------- ---------- -------- ----------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equiva-
lents.................. $ 7,836 $ 507 $ 8,343 $(7,346)(a) $ 980 $ -- $ 980
(17)(i)
Accounts receivable--
trade, net............. 17,245 25,143 42,388 -- 42,388 -- 42,388
Other receivables....... 1,264 -- 1,264 4,270 (b) 5,534 -- 5,534
Inventories, net........ 14,020 27,847 41,867 36,743 (b)(c) 78,610 -- 78,610
Deferred income taxes... 6,524 556 7,080 7,347 (b)(f) 16,523 57 (n) 19,225
1,156 (h) 2,645 (p)
940 (j)
Assets acquired, but
held for resale........ -- -- -- 7,500 (b) 7,500 -- 7,500
Prepaid expenses........ 4,870 3,194 8,064 1,360 (b) 9,424 -- 9,424
------- ------- -------- ------- -------- ------- --------
Total current assets.. 51,759 57,247 109,006 51,953 160,959 2,702 163,661
Property, plant and
equipment, net.......... 4,587 35,419 40,006 (31,753)(b)(d) 8,253 -- 8,253
Other assets............. -- 1,453 1,453 (12)(b) 1,441 -- 1,441
Deferred income taxes.... 4,132 -- 4,132 -- 4,132 -- 4,132
Capitalized financing
fees, net............... 2,765 -- 2,765 (2,765)(j) 7,778 (7,778)(p) 2,000
7,778 (e) 2,000 (q)
------- ------- -------- ------- -------- ------- --------
Total assets.......... $63,243 $94,119 $157,362 $25,201 $182,563 $(3,076) $179,487
======= ======= ======== ======= ======== ======= ========
LIABILITIES, STOCKHOLD-
ERS' EQUITY
AND PARENT COMPANY IN-
VESTMENT:
Current liabilities:
Trade accounts payable.. $ 3,617 $ 9,720 $ 13,337 $ -- $ 13,337 $ -- $ 13,337
Accrued compensation
and benefits........... 8,780 13,844 22,624 (7,346)(a) 13,981 -- 13,981
(1,297)(b)
Accrued advertising..... 4,753 -- 4,753 -- 4,753 -- 4,753
Other accrued liabili-
ties................... 8,373 11,229 19,602 20,400 (b)(g) 43,402 -- 43,402
3,400 (h)
Income taxes payable.... 2,504 -- 2,504 -- 2,504 -- 2,504
Current portion of
long-term debt......... 2,000 -- 2,000 (2,000)(i) 1,555 (1,555)(o) 4,130
1,555 (i) 4,130 (o)
------- ------- -------- ------- -------- ------- --------
Total current liabili-
ties................. 30,027 34,793 64,820 14,712 79,532 2,575 82,107
Negative goodwill, net.. 10,773 -- 10,773 -- 10,773 -- 10,773
Long-term debt, less
current maturities..... 26,500 5,423 31,923 (5,423)(b) 95,000 (29,425)(n)(o) 65,000
(26,500)(i) (65,575)(o)
95,000 (i) 65,000 (o)
Pilkington Note......... -- -- -- 5,000 (i) 5,000 167 (n) --
(5,167)(n)(o)
Deferred income tax li-
abilities.............. -- 1,280 1,280 (1,280)(b) -- -- --
Other liabilities....... -- 384 384 -- 384 -- 384
------- ------- -------- ------- -------- ------- --------
Total liabilities..... 67,300 41,880 109,180 81,509 190,689 (32,425) 158,264
------- ------- -------- ------- -------- ------- --------
Stockholder's equity:
Class L common stock.... 3 -- 3 -- 3 (3)(l) --
Common stock............ 40 -- 40 -- 40 3 (l) 167
124 (m)
Additional paid-in cap-
ital................... 7,754 -- 7,754 -- 7,754 34,468 (m) 42,222
Accumulated deficit..... (11,854) -- (11,854) (2,244)(h) (15,923) (110)(n) (21,166)
(1,825)(j) (5,133)(p)
------- ------- -------- ------- -------- ------- --------
Total stockholders'
equity (deficit)..... (4,057) -- (4,057) (4,069) (8,126) 29,349 21,223
------- ------- -------- ------- -------- ------- --------
Parent company invest-
ment................... -- 52,239 52,239 (52,239)(k) -- -- --
------- ------- -------- ------- -------- ------- --------
Total liabilities and
stockholders' equity
and parent company
investment.......... $63,243 $94,119 $157,362 $25,201 $182,563 $(3,076) $179,487
======= ======= ======== ======= ======== ======= ========
</TABLE>
- -------
(1) Represents the combined balance sheet of Barnes-Hind at October 1, 1996
adjusted for certain assets not acquired and liabilities not assumed in
connection with the Barnes-Hind Acquisition.

See accompanying notes.

32
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(dollars in thousands)

The Unaudited Pro Forma Balance Sheet gives effect to the following
unaudited pro forma adjustments:

(a) Represents the estimated drawdown in cash to fund certain liabilities
assumed by the Company related to the Barnes-Hind Acquisition (which were
included in the Barnes-Hind balance sheet at October 1, 1996) which were
required to be paid immediately after the closing.

(b) Reflects the Company's allocation of purchase price in accordance with
the purchase method of accounting as follows:

<TABLE>
<S> <C>
Purchase Price:
Cash consideration ........................................... $57,418
Pilkington Note .............................................. 5,000
Acquisition related fees and expenses ........................ 2,876
-------
Total ...................................................... $65,294
=======
Allocated as Follows:
Existing book value of Barnes-Hind............................ $52,239
Increase in other receivables................................. 4,270
Increase in inventory to estimated fair market value (see note
(c))......................................................... 36,743
Increase in assets acquired, but held for resale.............. 7,500
Increase in other current assets.............................. 1,360
Increase in net deferred tax assets (see note (f)) ........... 7,347
Decrease in accrued compensation and benefits................. 1,297
Decrease in long-term debt.................................... 5,423
Decrease in deferred tax liabilities.......................... 1,280
Write-off of historical intangibles........................... (12)
Write-down of property, plant and equipment--attributable to
purchase
accounting (see note (d)).................................... (31,753)
Acquisition and reorganization related liabilities (see note
(g))......................................................... (20,400)
-------
Total....................................................... $65,294
=======
</TABLE>

In connection with the Barnes-Hind Acquisition, the Company entered into a
voluntary consent order with the FTC, which provides, among other things,
that the Company must divest the U.S. Natural Touch Product Line. The
Company recently negotiated the terms of such disposition with a purchaser
and has included the consideration for the assets associated with the U.S.
Natural Touch Product Line. Such assets have been valued so that no gain or
loss would result from such divestiture, as is required under generally
accepted accounting principles.

The Barnes-Hind Acquisition is subject to an acquisition audit which could
result in a purchase price adjustment. This adjustment, if any, will,
increase or decrease the purchase price and will be recorded upon
completion of the audit. The Company's management does not expect the
adjustment to have a material impact on the allocation of purchase price.

(c) Represents the estimated write-up to fair market value of $36,743 for
work-in-process and finished goods inventory in connection with the
purchase price allocation (see note (b) above). The increase in the
corresponding cost of goods sold is expected to occur in the fourth
quarter of fiscal 1996 and the first and second quarters of fiscal 1997.

(d) Reflects the write-down in property, plant and equipment of $31,753 as a
result of the Company's application of purchase accounting whereby the
excess of the fair market value of the net assets acquired over the
purchase price was allocated as a reduction to the fair market value of
the Barnes-Hind property, plant and equipment as is required by generally
accepted accounting principles.

(e) Represents fees and expenses relating primarily to the execution of the
Bank Credit Agreement in connection with the Barnes-Hind Acquisition.

33
<PAGE>

(f) Reflects the application of SFAS No. 109, "Accounting for Income Taxes,"
in accordance with the purchase method of accounting.

(g) Represents the costs to close certain Barnes-Hind facilities including
lease termination, severance and related benefits, totaling $20,400,
incurred as a direct result of the Barnes-Hind Acquisition. The
components of this reserve consist of the following:

<TABLE>
<S> <C>
Employee severance and related benefits....................... $16,772(1)
Lease termination costs....................................... 2,243(2)
Facility clean-up and restoration costs....................... 890(2)
Other facility exit costs..................................... 495(2)
-------
$20,400(3)
=======
</TABLE>
--------

(1) Represents the costs attributable to the termination of specifically
identified employees at those Barnes-Hind facilities which are to be
closed as a result of the Barnes-Hind Acquisition. The Company has
initiated its plan to close the Barnes-Hind corporate offices in
Sunnyvale, California which will result in the termination of 139
administrative employees by the end of the second quarter of 1997. The
related costs of such terminations are estimated to be $6.3 million. In
addition, Company management has recently finalized plans to curtail
certain manufacturing activities in San Diego, California which will
comprise reductions in direct labor, quality assurance, maintenance and
other manufacturing functions as well as site support and
administrative operations, including distribution, customer service,
credit and collections. These activities will be transferred to other
Company locations. In conjunction with the implementation of
management's plans, certain amounts have been paid through December 31,
1996, and substantially all of the remaining amounts are expected to be
paid by June 30, 1998.
(2) Represents the total amount of lease payments and other facility
related costs to be paid in conjunction with the Barnes-Hind facilities
to be closed as a result of the Barnes-Hind Acquisition. In conjunction
with the implementation of management's plans, certain amounts have
been paid through December 31, 1996, and substantially all of the
remaining amounts are expected to be paid through the expiration of the
final lease term in the second quarter of 1999.
(3) This total amount represents management's best estimate of the costs
described above at this particular time. Should the ultimate amount of
cost expended differ from this estimated amount, such difference would
be reflected in the Company's purchase accounting for the Barnes-Hind
Acquisition if determined within one year of the acquisition. If the
adjustment is determined more than one year after the acquisition, the
additional costs would be reflected in the Company's determination of
net income in the period in which the adjustment is determined. Where
the costs expended are less, the excess would reduce the cost of the
acquisition.

(h) Represents the total restructuring costs of $3,400 to close certain
Wesley Jessen facilities, including lease termination, severance and
other liabilities, before $1,156 of related federal income tax benefit
(at a 34% effective tax rate), as a direct result of the Barnes-Hind
Acquisition. The net impact on the accumulated deficit is $2,244. The
components of this restructuring reserve consist of the following:

<TABLE>
<S> <C>
Lease termination costs for Chicago (Bradley Place) distribu-
tion facilities.............................................. $1,616(1)
Employee termination costs for WJ-Europe...................... 971(2)
Lease termination costs for WJ-Europe......................... 501(2)
Other restructuring costs for WJ-Europe....................... 312(2)
------
$3,400
======
</TABLE>
--------
(1) Represents the present value of lease payments, property taxes and
utilities to be paid in conjunction with the Company's Chicago
distribution facilities through the year 2006. The Company has executed
a plan to consolidate the Chicago facilities with those at Des Plaines,
Illinois on September 1, 1997 as part of its worldwide facilities
consolidation efforts.
(2) Represents the costs attributable to the termination of specifically
identified employees and termination of existing leases related to the
consolidation of the Company's facilities in the United Kingdom,
France, Germany, Spain, Italy, Belguim, the Netherlands and Luxembourg
with those facilities acquired as a result of the Barnes-Hind
Acquisition. In conjunction with management's plans, these amounts will
be paid primarily in the first and second quarters of 1997.

(i) Reflects the repayment of indebtedness under the Company's then-existing
credit agreement, the incurrence of new indebtedness under the Bank
Credit Agreement and the issuance of the Pilkington Note, as follows:

<TABLE>
<S> <C>
Repayment of indebtedness under the then-existing credit
agreement.................................................... $(28,500)
Borrowings under the Bank Credit Agreement:
Revolving Credit Facility.................................... 1,555
Term Loan A.................................................. 45,000
Term Loan B.................................................. 50,000
Issuance of Pilkington Note................................... 5,000
--------
Net increase in indebtedness.................................. $ 73,055
========
</TABLE>

34
<PAGE>

(j) Represents the write-off of $2,765 in capitalized financing costs, before
$940 of related federal income tax benefit (at a 34% effective tax rate),
resulting in an extraordinary loss of $1,825 in connection with the
financing of the Barnes-Hind Acquisition (see note (i) above).

(k) Reflects the elimination of Barnes-Hind's historical parent company
investment resulting from the application of purchase accounting in
connection with the Barnes-Hind Acquisition.

(l) Adjusted to give effect to the Reclassification and Stock Split.

(m) Reflects the estimated net proceeds of the Offering to the Company of
$34,592, net of the estimated underwriting discount and offering expenses
totalling $4,158.

(n) Reflects the use of the net proceeds, as follows:

<TABLE>
<S> <C>
Repayment of a portion of the Term Loan B outstanding under
the Bank Credit Agreement .................................. $29,425
Repayment of the Pilkington Note, including accrued inter-
est ........................................................ 5,167(1)
-------
Net proceeds to the Company.................................. $34,592
=======
</TABLE>
--------
(1) In connection with the repayment of the Pilkington Note, the Company
will recognize an interest charge of $167 before a related tax benefit
of $57.

(o) Reflects the repayment of $95,000 indebtedness under the Bank Credit
Agreement, the repayment of the Pilkington Note (including accrued
interest of $167), and the incurrence of new indebtedness under the New
Bank Credit Agreement, in connection with the Offering, as follows:

<TABLE>
<S> <C>
Repayment of indebtedness with proceeds of the Offering (see
note (n)):
Term Loan B of Bank Credit Agreement........................ $(29,425)
Pilkington Note............................................. (5,167)
Proceeds from New Bank Credit Agreement:
Revolving Credit Facility................................... 4,130
Term Loan................................................... 65,000
Repayment of remaining indebtedness under Bank Credit Agree-
ment with proceeds of New Bank Credit Agreement:
Revolving Credit Facility................................... (1,555)
Term Loan A of Bank Credit Agreement........................ (45,000)
Remaining indebtedness under Term Loan B.................... (20,575)
--------
Net decrease in indebtedness.............................. $(32,592)
========
</TABLE>

(p) Represents the write-off of $7,778 in capitalized financing costs, before
$2,645 of related federal income tax benefit (at a 34% effective tax
rate), resulting in an extraordinary loss of $5,133 in connection with
the paydown of outstanding debt under the Bank Credit Agreement in
connection with the Offering.

(q) Represents estimated fees and expenses relating to the New Bank Credit
Agreement in connection with the Offering.

35
<PAGE>

SUPPLEMENTAL UNAUDITED PRO FORMA FINANCIAL DATA

The unaudited Pro Forma Consolidated Statements of Operations for the year
ended December 31, 1995 and the nine months ended September 30, 1995 give pro
forma effect to the Wesley Jessen Acquisition as if it had occurred on January
1, 1995. The Company completed the Wesley Jessen Acquisition on June 28, 1995.
The Company has included the Supplemental Unaudited Pro Forma Financial Data
in order to facilitate comparisons of the historical operations of the
Company. The Supplemental Unaudited Pro Forma Financial Data are provided for
informational purposes only and are not necessarily indicative of the results
of operations of the Company had the Wesley Jessen Acquisition occurred on
January 1, 1995, nor are they necessarily indicative of results of operations
which may be expected to occur in the future.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(dollars in thousands)

<TABLE>
<CAPTION>
COMPANY COMPANY
PREDECESSOR JUNE 29 TO WESLEY JESSEN PRO FORMA
JANUARY 1 TO DECEMBER 31, ACQUISITION DECEMBER 31,
JUNE 28, 1995 1995 COMBINED ADJUSTMENTS 1995
------------- ------------ -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales............... $ 51,019 $ 54,315 $105,334 $ -- $105,334
Operating costs and ex-
penses:
Cost of goods sold..... 20,871 19,916 40,787 (2,345)(a) 38,442
Cost of goods sold--in-
ventory step-up... -- 33,929 33,929 (33,929)(b) --
Marketing and adminis-
trative........... 43,236 29,476 72,712 (1,074)(a) 69,162
(2,976)(c)
500 (d)
Research and develop-
ment.............. 4,569 2,524 7,093 (452)(a) 4,677
(1,964)(c)
Amortization of intan-
gible assets
(negative good-
will)............. 2,736 (392) 2,344 (2,736)(e) (784)
(392)(f)
-------- -------- -------- ------- --------
Income (loss) from oper-
ations................. (20,393) (31,138) (51,531) 45,368 (6,163)
Other (income) expense:
Interest income........ -- -- -- -- --
Interest expense....... -- 2,599 2,599 2,290 (g) 4,889
Financing charge....... 3,511 -- 3,511 (3,511)(h) --
Other income, net...... (1,360) -- (1,360) -- (1,360)
-------- -------- -------- ------- --------
Income (loss) before in-
come taxes......... (22,544) (33,737) (56,281) 46,589 (9,692)
Income tax (expense) 9,401 14,022 23,423 (19,391)(i) 4,032
benefit............ -------- -------- -------- ------- --------
Net income (loss)....... $(13,143) $(19,715) $(32,858) $27,198 $ (5,660)
======== ======== ======== ======= ========
</TABLE>

36
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTH PERIOD ENDED SEPTEMBER 30, 1995
(dollars in thousands)

<TABLE>
<CAPTION>
PREDECESSOR COMPANY JUNE COMPANY
JANUARY 1 TO 29 TO WESLEY JESSEN PRO FORMA
JUNE 28, SEPTEMBER 30, ACQUISITION SEPTEMBER 30,
1995 1995 COMBINED ADJUSTMENTS 1995
------------ ------------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net sales............... $ 51,019 $ 27,058 $ 78,077 $ -- $78,077
Operating costs and ex-
penses:
Cost of goods sold.... 20,871 9,676 30,547 (2,345)(a) 28,202
Cost of goods sold--
inventory step-up.... -- 19,628 19,628 (19,628)(b) --
Marketing and adminis-
trative.............. 43,236 13,356 56,592 (1,074)(a) 53,042
(2,976)(c)
500 (d)
Research and develop-
ment................. 4,569 1,318 5,887 (452)(a) 3,471
(1,964)(c)
Amortization of
intangible assets
(negative goodwill).. 2,736 (196) 2,540 (2,736)(e) (588)
(392)(f)
-------- -------- -------- ------- -------
Income (loss) from oper-
ations................. (20,393) (16,724) (37,117) 31,067 (6,050)
Other (income) expense:
Interest income....... -- -- -- -- --
Interest expense...... -- 1,452 1,452 2,290 (g) 3,742
Financing charge...... 3,511 -- 3,511 (3,511)(h) --
Other income, net..... (1,360) -- (1,360) -- (1,360)
-------- -------- -------- ------- -------
Income (loss) before in-
come taxes............. (22,544) (18,176) (40,720) 32,288 (8,432)
Income tax (expense)
benefit................ 9,401 7,560 16,961 (13,453)(i) 3,508
-------- -------- -------- ------- -------
Net income (loss)....... $(13,143) $(10,616) $(23,759) $18,835 $(4,924)
======== ======== ======== ======= =======
</TABLE>

37
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands)

The Unaudited Pro Forma Consolidated Statements of Operations for the year
ended December 31, 1995 and the nine months ended September 30, 1995 give
effect to the following unaudited pro forma adjustments:

(a) Represents the reduction of depreciation expense as a result of the
Company's application of purchase accounting whereby the excess of the
fair value of the net assets acquired over the purchase price was
allocated as a reduction to the fair value of the property, plant and
equipment acquired in the Wesley Jessen Acquisition, as follows:

<TABLE>
<S> <C>
Cost of goods sold.............................................. $2,345
Marketing and administrative.................................... 1,074
Research and development........................................ 452
------
Total pro forma reduction in depreciation expense................. $3,871
======
</TABLE>

(b) Reflects the adjustment to eliminate the non-recurring impact of the
inventory write-up as a result of the Company's application of purchase
accounting in connection with the Wesley Jessen Acquisition.

(c) Represents the recurring cost savings to the Company relating to the
Wesley Jessen Acquisition which include the reduction of actual
operating expenses originally incurred by the Predessor in the period
January 1, 1995 through June 28, 1995, related primarily to the
consolidation of duplicate facilities including corporate offices and
marketing support facilities, as well as a reduction in the number of
corporate level employees and related benefits expenses. The Company
initiated its plan to exit these activities upon the consummation of
the Wesley Jessen Acquisition (June 29, 1995), and completed the plan
by March 31, 1996. The effects of the actual cost savings related to
the above described items are presented below:

<TABLE>
<S> <C>
Marketing and administrative expenses:
U.S. wages and related personnel costs........................... $1,460
Non-U.S. wages and related personnel costs....................... 591
Facilities and related expenses.................................. 925
------
Total pro forma reduction in marketing and administrative ex-
penses........................................................ 2,976
------
Research and development expenses:
Wages and related personnel costs................................ 1,714
Facilities and related expenses.................................. 250
------
Total pro forma reduction in research and development expenses. 1,964
------
Total pro forma reduction in operating expenses.................... $4,940
======
</TABLE>

(d) Reflects the pro forma inclusion of the annual management fee paid by
the Company to Bain Capital for management and advisory services
provided under the Advisory Agreement.

(e) Reflects the elimination of the Predecessor's historical amortization
of intangible assets, which were written off as a result of the
Company's application of purchase accounting.

(f) Represents the adjustment of amortization to reflect the Company's
application of purchase accounting whereby the excess of the fair value
of the net assets acquired over the purchase price was allocated as a
reduction to the fair value of the Company's noncurrent intangible
assets acquired in connection with the Wesley Jessen Acquisition,
resulting in negative goodwill.

38
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands)

(g) Represents additional pro forma interest expense, as follows:

<TABLE>
<S> <C>
Interest on borrowings under the original bank credit agreement:
Revolving Credit Facility at a fixed rate (10.5% of $13 million
assumed average balance)......................................... 683
Term Loan at LIBOR plus 3.00% (8.98% on $30 million).............. 1,347
Interest on pro forma unutilized Revolving Credit Facility commitment
(.50% on $12 million assumed average unutilized).................... 30
Amortization of capitalized financing fees related to the original 230
bank credit agreement ($2.8 million over an average 6-year period).. ------
Net increase in pro forma interest expense........................... $2,290
======
</TABLE>

(h) Represents the elimination of corporate financing fees charged by
Schering-Plough to the Predecessor.

(i) Represents the elimination of the pro forma combined historical income
(expense) benefit and the inclusion of the income tax (expense) benefit
resulting from the pro forma adjustments to pro forma income (loss)
before taxes to arrive at an estimated effective income tax rate of
41.6%.

<PAGE>

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(dollars in thousands)

THE COMPANY/PREDECESSOR

Set forth below are selected historical consolidated financial data of the
Predecessor and the Company for the dates and for the periods indicated. The
selected historical consolidated financial data of the Predecessor as of
December 31, 1993 and 1994 and for the years ended December 31, 1993 and 1994
and the period from January 1, 1995 through June 28, 1995 were derived from
the historical financial statements of the Predecessor that were audited by
Price Waterhouse LLP, whose report appears elsewhere in this Prospectus. The
selected historical consolidated financial data of the Company as of December
31, 1995 and September 28, 1996 and for the periods June 29, 1995 through
December 31, 1995 and January 1, 1996 through September 28, 1996 were derived
from the historical financial statements of the Company that were audited by
Price Waterhouse LLP, whose report appears elsewhere in this Prospectus. The
selected historical consolidated financial data of the Predecessor for the
years ended December 31, 1991 and 1992 have not been audited. Results for
interim periods are not necessarily indicative of results for the full year.
Such interim results include all adjustments, consisting only of normal
recurring adjustments, which management considers necessary for fair
presentation of results for such periods and should be read in conjunction
with, and are qualified by reference to, "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the audited consolidated
financial statements and accompanying notes thereto included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
THE PRO FORMA FOR
THE PREDECESSOR COMPANY WESLEY JESSEN ACQUISITION (A)
------------------------------------------------- ------------ -----------------------------------
YEAR ENDED DECEMBER 31, JANUARY 1 JUNE 29 JANUARY 1
-------------------------------------- THROUGH THROUGH YEAR ENDED THROUGH
JUNE 28, DECEMBER 31, DECEMBER 31, SEPTEMBER
1991 1992 1993 1994 1995 1995 1995 30, 1995
-------- -------- -------- -------- --------- ------------ --------------- --------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Net sales........ $114,783 $111,030 $103,386 $109,640 $ 51,019 $ 54,315 $ 105,334 $ 78,077
Operating costs
and expenses:
Cost of goods
sold........... 35,303 37,524 56,780 65,591 20,871 19,916 38,442 28,202
Costs of goods
sold--
inventory
step-up ...... -- -- -- -- -- 33,929 -- --
Marketing and
administrative. 49,596 58,350 59,764 79,185 43,236 29,476 69,162 53,042
Research and de-
velopment ..... 9,430 11,029 10,286 9,843 4,569 2,524 4,677 3,471
Amortization of
intangible
assets
(negative
goodwill)...... 6,132 6,094 5,472 5,472 2,736 (392) (784) (588)
-------- -------- -------- -------- -------- -------- --------------- --------------
Income (loss)
from
operations..... 14,322 (1,967) (28,916) (50,451) (20,393) (31,138) (6,163) (6,050)
Other (income)
expenses:
Interest ex-
pense.......... -- -- -- -- -- 2,599 4,889 3,742
Financing
charge ........ 7,391 8,021 6,886 7,172 3,511 -- -- --
Other income,
net ........... 1,728 (4,078) (256) (202) (1,360) -- (1,360) (1,360)
-------- -------- -------- -------- -------- -------- --------------- --------------
Income (loss) be-
fore income tax-
es.............. 5,203 (5,910) (35,546) (57,421) (22,544) (33,737) (9,692) (8,432)
Income tax (ex-
pense) benefit.. (2,081) 2,364 17,214 26,935 9,401 14,022 4,032 3,508
-------- -------- -------- -------- -------- -------- --------------- --------------
Net income (loss)
(b)............. $ 3,122 $ (3,546) $(18,332) $(30,486) $(13,143) $(19,715) $ (5,660) $ (4,924)
======== ======== ======== ======== ======== ======== =============== ==============
<CAPTION>
BALANCE SHEET DATA (AT END
OF PERIOD):
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Working capital . $ 42,538 $ 30,940 $ 30,262
Total assets..... 214,747 191,429 67,330
Total debt....... -- -- 42,000
Stockholders' eq-
uity (deficit).. 196,243 173,409 (12,190)
OTHER DATA:
Net cash provided
by (used in)
operating
activities (c).. $ 12,301 $ (6,664) $ (9,835) $ 4,035 $ -- (c) $ -- (c)
Net cash provided
by (used in)
investing
activities (c).. (25,122) (2,271) (1,657) (47,926) -- (c) -- (c)
Net cash provided
by (used in)
financing
activities (c).. 13,994 7,652 11,272 46,033 -- (c) -- (c)
EBITDA (d)....... (17,408) (37,391) (13,786) 2,399
Depreciation and
amortization,
net of
negative
goodwill........ 11,508 13,060 6,607 (392) (784) (588)
Capital
expenditures ... 25,297 3,187 1,959 893 2,852 2,148

THE
COMPANY
---------
JANUARY 1
THROUGH
SEPTEMBER
28, 1996
---------
<S> <C>
STATEMENT OF
OPERATIONS DATA:
Net sales........ $96,048
Operating costs
and expenses:
Cost of goods
sold........... 26,471
Costs of goods
sold--
inventory
step-up ...... 6,626
Marketing and
administrative. 51,014
Research and de-
velopment ..... 3,786
Amortization of
intangible
assets
(negative
goodwill)...... (588)
---------
Income (loss)
from
operations..... 8,739
Other (income)
expenses:
Interest ex-
pense.......... 2,757
Financing
charge ........ --
Other income,
net ........... (3,500)
---------
Income (loss) be-
fore income tax-
es.............. 9,482
Income tax (ex-
pense) benefit.. (1,621)
---------
Net income (loss)
(b)............. $ 7,861
=========
<CAPTION>
BALANCE SHEET DATA (AT END
OF PERIOD):
<S> <C>
Working capital . $21,732
Total assets..... 63,243
Total debt....... 28,500
Stockholders' eq-
uity (deficit).. (4,057)
OTHER DATA:
Net cash provided
by (used in)
operating
activities (c).. $22,351
Net cash provided
by (used in)
investing
activities (c).. (3,809)
Net cash provided
by (used in)
financing
activities (c).. (13,228)
EBITDA (d)....... 14,936
Depreciation and
amortization,
net of
negative
goodwill........ (429)
Capital
expenditures ... 3,657
</TABLE>

40
<PAGE>

- -------
(a) The pro forma operating results for the year ended December 31, 1995 and
the nine months ended September 30, 1995 combine the operations of the
Predecessor from January 1, 1995 through June 28, 1995 and the Company
from June 29, 1995 through the end of the respective period and have been
adjusted to reflect the period as if the Wesley Jessen Acquisition and
related financing transaction had occurred on January 1, 1995. Because of
the purchase accounting adjustments made to the Predecessor's financial
statements, the financial statements of the Predecessor for the periods
prior to June 29, 1995 are not comparable to those of subsequent periods.
The combined pro forma data are intended to assist in making comparisons
for periods prior to the Barnes-Hind Acquisition. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Supplemental Unaudited Pro Forma Financial Data" and the Notes to
Consolidated Financial Statements of the Company included herein.
(b) No historical earnings per share data are presented as the Company does
not consider such data to be meaningful. See "Unaudited Pro Forma
Financial Data" and "The Reclassification."
(c) Because of the subjectivity inherent in the assumptions concerning the
timing and nature of the uses of cash generated by the pro forma interest
and other cost savings adjustments, cash flows from operating, investing
and financing activities are not presented for the pro forma periods.
(d) "EBITDA" is defined herein as income from operations plus depreciation and
amortization expense, nonrecurring charges and other non-cash expense
items. Management believes that EBITDA, as presented, represents a useful
measure of assessing the performance of the Company's ongoing operating
activities as it reflects the earnings trends of the Company without the
impact of the purchase accounting applied in connection with the Wesley
Jessen Acquisition or the Barnes-Hind Acquisition or the financing
required to consummate those historical transactions. Income derived from
non-operating sources, including license fees received during the periods
presented, have been excluded from EBITDA as they are non-recurring in
nature and are not representative of the ongoing operations of the
Company. Targets and positive trends in EBITDA are used as the performance
measure for determining management's bonus compensation, and it is also
utilized by the Company's creditors in assessing debt covenant compliance.
The Company understands that while EBITDA is frequently used by security
analysts in the evaluation of companies, it is not necessarily comparable
to other similarly titled captions of other companies due to potential
inconsistencies in the method of calculation. EBITDA is not intended as an
alternative to cash flow from operating activities as a measure of
liquidity, an alternative to net income as an indicator of the Company's
operating performance or any other measure of performance in accordance
with generally accepted accounting principles. A reconciliation of net
income (loss) to EBITDA for each period included herein is set forth
below:

<TABLE>
<CAPTION>
THE PREDECESSOR THE COMPANY
----------------------------- ----------------------
YEAR ENDED JANUARY 1 JUNE 29 JANUARY 1
DECEMBER 31, THROUGH THROUGH THROUGH
------------------ JUNE 28, DECEMBER 31, SEPTEMBER
1993 1994 1995 1995 28, 1996
-------- -------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Net income (loss)................................................... $(18,332) $(30,486) $(13,143) $(19,715) $ 7,861
Income tax expense (benefit)........................................ (17,214) (26,935) (9,401) (14,022) 1,621
Interest expense.................................................... -- -- -- 2,599 2,757
Financing charge (1)................................................ 6,886 7,172 3,511 -- --
Other income, net (2)............................................... (256) (202) (1,360) -- (3,500)
Depreciation and amortization....................................... 11,508 13,060 6,607 (392) (429)
Inventory step-up (3)............................................... -- -- -- 33,929 6,626
-------- -------- -------- -------- -------
EBITDA.............................................................. $(17,408) $(37,391) $(13,786) $ 2,399 $14,936
======== ======== ======== ======== =======
</TABLE>
- -------
(1) Represents financing charges from Schering-Plough in lieu of interest
expense related to Schering-Plough's investment in the Predecessor.
(2) Represents income derived from non-operating sources (e.g., gains on
fixed asset disposals and interest income) and certain one-time gains
related to licensing fees excluded from EBITDA as they do not relate to
the ongoing operations of the Company.
(3) Represents the amortization of the inventory revaluation recorded in
conjunction with the Wesley-Jessen Acquisition excluded from EBITDA as it
represents a non-cash charge to operations.

41
<PAGE>

BARNES-HIND

Set forth below are summary historical combined financial data of Barnes-
Hind for the dates and for the periods indicated. The summary historical
combined financial data as of March 31, 1995 and 1996 and for the periods then
ended were derived from the historical financial statements of Barnes-Hind
that were audited by Coopers & Lybrand L.L.P., whose report appears elsewhere
in this Prospectus. The unaudited summary historical combined financial data
for the six months ended September 30, 1995 and the period from April 1, 1996
through October 1, 1996 and as of October 1, 1996 have been derived from the
historical unaudited combined statements of Barnes-Hind which, in the opinion
of management, contain all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the combined results of operations
and financial position of Barnes-Hind for such periods and at such date.
Financial data presented herein includes the financial data associated with
the U.S. Natural Touch Product Line, which the Company intends to divest in
compliance with a consent order entered into with the FTC. See "Business--
Required Divestiture." The U.S. Natural Touch Product Line generated
approximately $6.9 million of net sales for the year ended March 31, 1996. The
Company does not believe that the disposition of the U.S. Natural Touch
Product Line will have a material impact on the Company's results of
operations. The summary historical financial data set forth below should be
read in conjunction with, and are qualified by reference to, the audited
financial statements and accompanying notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, PERIOD FROM
---------------------- SIX MONTHS APRIL 1
ENDED THROUGH
1995 1996 SEPTEMBER 30, 1995 OCTOBER 1, 1996
---------- ---------- ------------------ ---------------
(UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales............... $ 124,994 $ 132,581 $67,154 $ 64,805
Costs and expenses:
Cost of sales.......... 62,435 63,341 33,197 34,695
Research and develop-
ment.................. 10,317 7,884 4,160 3,448
Selling and marketing.. 37,609 43,292 21,012 20,634
General and administra-
tive.................. 21,516 22,536 11,901 21,318
---------- ---------- ------- --------
Operating income
(loss)................ (6,883) (4,472) (3,116) (15,290)
Interest income......... 615 773 323 95
Interest expense........ (4,623) (4,315) (3,287) (590)
---------- ---------- ------- --------
Income (loss) before
provision for income
taxes.................. (10,891) (8,014) (6,080) (15,785)
Income tax expense...... 2,708 3,116 2,365 6,140
---------- ---------- ------- --------
Net income (loss)....... $ (13,599) $ (11,130) $(8,445) $(21,925)
========== ========== ======= ========
OTHER DATA:
Depreciation............ $ 6,749 $ 4,017 $ 3,375 $ 3,349
Capital expenditures.... 12,899 13,572 4,205 5,417
<CAPTION>
MARCH 31,
---------------------- OCTOBER 1,
1995 1996 1996
---------- ---------- ---------------
(UNAUDITED)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (defi-
ciency)................ $ (36,364) $ 43,509 $ 29,324
Total assets............ 102,313 112,184 98,432
Total debt.............. 90,868 10,414 --
Parent company invest-
ment (deficit)......... (18,738) 70,680 63,522
</TABLE>

42
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management's discussion and analysis provides information with
respect to the results of operations of the Predecessor for the years ended
December 31, 1993 and 1994 and the period from January 1, 1995 through June
28, 1995 and the Company for the period from June 29, 1995 through December
31, 1995 and for the period from January 1, 1996 through September 28, 1996
(the "nine months ended September 28, 1996"). The Company completed the Wesley
Jessen Acquisition on June 28, 1995. The Wesley Jessen Acquisition was
accounted for under the purchase method of accounting. Because of the
revaluation of the assets and liabilities of the Predecessor and the related
impacts on costs of sales and expenses, the financial statements of the
Predecessor are not directly comparable to those of the Company. For
comparative purposes, the combined results of operations of the Predecessor
and the Company for the year ended December 31, 1995 and for the period from
January 1, 1995 through September 30, 1995 have been set forth on a pro forma
basis as if the Wesley Jessen Acquisition had occurred on January 1, 1995. See
"Supplemental Unaudited Pro Forma Financial Data."

OVERVIEW

Wesley Jessen is the leading worldwide developer, manufacturer and marketer
of specialty soft contact lenses, based on its share of the specialty lens
market. The Company's products include cosmetic lenses, which change or
enhance the wearer's eye color appearance; toric lenses, which correct vision
for people with astigmatism; and premium lenses, which offer value-added
features such as improved comfort for dry eyes and protection from UV light.
Founded in 1946 by pioneers in the contact lens industry, the Company has a
long-standing reputation for innovation and new product introductions. Wesley
Jessen develops technology, manufacturing processes and products through a
combination of its in-house staff of more than 50 engineers and scientists and
Company-sponsored research by third-party experts. The Company markets and
sells its products (i) to consumers through the second largest advertising
campaign in the industry and (ii) to eyecare practitioners through its 180-
person salesforce and network of 60 independent distributors, which together
sell the Company's products in more than 75 countries.

On June 28, 1995, Bain Capital and the Management Investors acquired the
Predecessor in the Wesley Jessen Acquisition. The cash purchase price in the
Wesley Jessen Acquisition of $47.0 million (plus fees and expenses of $3.5
million) was funded with $7.5 million of equity and $43.0 million of
borrowings under a bank credit agreement. The aggregate purchase price in the
Wesley Jessen Acquisition, including assumed liabilities, was $76.6 million.
The Wesley Jessen Acquisition was accounted for under the purchase method of
accounting, including an increase in the book value of the inventory which was
charged to cost of goods sold. After the Wesley Jessen Acquisition, the
Company's new management team pursued an aggressive strategy of cost savings
and revenue enhancement to improve the Company's results of operations. During
this period, management: (i) redefined the Company's disposable lens marketing
strategy by repricing and repackaging the Company's products to be more
competitive with industry standards; (ii) launched a national consumer
advertising campaign featuring Christy Turlington; (iii) expanded its product
offerings in its FreshLook line of disposable colored contact lenses; (iv)
heightened its sales and marketing focus on serving the needs of eyecare
practitioners; and (v) achieved substantial cost savings through personnel
reductions, decreased overall marketing and advertising expenses,
consolidation of facilities and increased operating efficiencies. As a result
of management's efforts, the Company's profitability and results of operations
have improved significantly. The Company's income from operations increased
from a loss of $20.4 million in the period from January 1, 1995 through June
28, 1995 to income of $8.7 million for the nine months ended September 28,
1996.

BARNES-HIND ACQUISITION

On October 2, 1996, the Company acquired substantially all the assets and
assumed certain liabilities of Barnes-Hind from Pilkington. The purchase price
in the Barnes-Hind Acquisition of approximately $62.4 million (plus related
acquisition and financing fees of $10.7 million) was funded with approximately
$68.1 million of

43
<PAGE>

borrowings under the $140.0 million Bank Credit Agreement and the $5.0 million
Pilkington Note. In connection with the Barnes-Hind Acquisition, the Company
borrowed an additional $28.5 million to repay its then outstanding term loans
and to fund ongoing working capital needs.

In connection with the Barnes-Hind Acquisition, the Company has identified
significant operating synergies and is in the process of implementing certain
cost reduction measures that are expected to improve the Company's operating
results. While Wesley Jessen and Barnes-Hind had approximately equivalent net
sales in the twelve months ended September 28, 1996, Wesley Jessen employed
approximately 1,000 persons as of that date whereas Barnes-Hind employed
approximately 1,600 persons. Consequently, the Company believes that
substantial cost savings are available through personnel reductions. In
addition, the Company is in the process of moving the operations currently
performed at Barnes-Hind's Sunnyvale, California facility to the Company's
facility in Des Plaines, Illinois.

The following table sets forth certain expenses incurred by Barnes-Hind in
the fiscal year ended March 31, 1996. The Company believes these expenses will
not recur in future periods as a result of the cost reduction measures
implemented or being implemented by the Company. The adjustments are reflected
in the Company's unaudited pro forma financial data. See "Unaudited Pro Forma
Financial Data." While the Company believes that the following expenses will
not recur, there can be no assurance that the Company will be able to achieve
such cost savings in future periods.

<TABLE>
<CAPTION>
YEAR ENDED
MARCH 31, 1996
----------------------
(DOLLARS IN THOUSANDS)
<S> <C>
Cost savings by category:
Wages and related personnel costs ............... $11,757
Facilities and related expenses.................. 3,648
-------
Total ......................................... $15,405
=======
</TABLE>

The Barnes-Hind Acquisition will affect the Company's results of operations
in certain significant respects. The aggregate acquisition cost (including
assumption of debt) will be allocated to the net assets acquired based on the
fair market value of such net assets. The preliminary allocation of the
purchase price relating to the Barnes-Hind Acquisition resulted in a decrease
in the historical book value of certain assets such as property, plant and
equipment, which will result in a decrease in annual depreciation expense of
$3.8 million on a pro forma basis for the twelve months ended September 28,
1996. Further, the value of finished goods inventory will be increased by
approximately $36.7 million, which is expected to be charged to cost of goods
sold in the period from October 2, 1996 through June 30, 1997. In addition,
due to the effects of the increased borrowings of the Company to finance the
Barnes-Hind Acquisition, the Company's interest expense will be increased
significantly in periods following the acquisition.

As a result of the Barnes-Hind Acquisition, the Company incurred significant
non-recurring charges in the fourth quarter of fiscal 1996 and expects to
incur additional non-recurring charges in the first and second quarters of
fiscal 1997, including: (i) approximately $3.4 million of restructuring
expenses expected to be incurred by the Company following the Barnes-Hind
Acquisition; (ii) a non-cash increase in cost of goods sold of approximately
$36.7 million (based on Barnes-Hind's inventory at October 1, 1996); and (iii)
extraordinary debt extinguishment costs consisting of $2.8 million related to
writing off historical capitalized financing fees in connection with the
refinancing of the Company's then existing credit agreement. In connection
with the Offering, the Company expects to incur a non-recurring charge for
extraordinary debt extinguishment costs consisting of $7.8 million related to
writing off capitalized financing fees in connection with the refinancing of
the Bank Credit Agreement upon the completion of the Offering in the first
quarter of 1997. As a result of these charges, the Company expects to report
net losses in both the fourth quarter of 1996 and the first quarter of 1997.

44
<PAGE>

RESULTS OF OPERATIONS

The Company was established to acquire the Predecessor, which acquisition
was effective for accounting purposes on June 29, 1995. Because of the
revaluation of the assets and liabilities of the Predecessor and the related
impact on cost of sales and expenses, the financial statements of the
Predecessor for periods prior to June 29, 1995 are not comparable to those of
subsequent periods. In order to facilitate management's discussion of
financial results, the following table of adjusted operating income data
combines 1995 data for the Predecessor and the Company on a pro forma basis
and gives effect to the Wesley Jessen Acquisition as if it had occurred on
January 1, 1995. The cost of goods sold for the nine months ended September
28, 1996 does not reflect the impact of the $6.6 million increase in cost of
goods sold as a result of writing up the book value of inventory and the
related tax benefit of $2.3 million in conjunction with the Wesley Jessen
Acquisition.

ADJUSTED STATEMENT OF OPERATIONS DATA
(as a percentage of net sales)

<TABLE>
<CAPTION>
PRO FORMA FOR
WESLEY JESSEN
THE PREDECESSOR ACQUISITION (A) THE COMPANY
------------------ ----------------------- -------------
YEAR ENDED
DECEMBER 31, NINE MONTHS ENDED
---------------------------- ---------------------------
SEPTEMBER 30, SEPTEMBER 28,
1993 1994 1995 1995 1996
-------- -------- -------- ------------- -------------

(UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales............... 100.0% 100.0% 100.0% 100.0% 100.0%
Operating costs and
expenses:
Cost of goods sold..... 54.9 59.8 36.5 36.1 27.6
Marketing and
administrative......... 57.8 72.2 65.7 67.9 53.1
Research and
development............ 9.9 9.0 4.4 4.4 3.9
Amortization of
intangible assets 5.3 5.0 (0.7) (0.7) (0.6)
(negative goodwill).... ----- ------ ----- ------ ------
Income (loss) from
operations............. (27.9) (46.0) (5.9) (7.7) 16.0
Other (income) expense:
Interest expense....... -- -- 4.6 4.8 2.9
Financing charge ...... 6.7 6.5 -- -- --
Other income, net ..... (0.2) (0.1) (1.3) (1.7) (3.6)
----- ------ ----- ------ ------
Income (loss) before
income taxes............ (34.4) (52.4) (9.2) (10.8) 16.7
Income tax (expense) 16.7 24.6 3.8 4.5 (4.0)
benefit ................ ----- ------ ----- ----- ------
Net income (loss)....... (17.7)% (27.8)% (5.4)% (6.3)% 12.7%
====== ====== ====== ====== =====
OTHER DATA:
Depreciation and
amortization............ 11.1% 11.9% (0.7)% (0.7)% (0.4)%
Capital expenditures.... 24.5 2.9 2.7 2.8 3.8
</TABLE>
- --------
(a) The pro forma results include adjustments for (i) interest expense
associated with the financing of the Wesley Jessen Acquisition; (ii)
actual cost savings relating to the reduction of certain operating
expenses including the consolidation of corporate offices, a reduction in
the number of corporate-level employees and related expenses,
consolidation of marketing support facilities and the rationalization of
the international sales and marketing functions; (iii) elimination of the
inventory step-up; and (iv) a reduction in depreciation and amortization
expense as a result of the Company's application of purchase accounting.
Because of the purchase accounting adjustments made to the Predecessor's
financial statements, the financial statements of the Predecessor for the
periods prior to June 29, 1995 are not comparable to those of subsequent
periods. The combined pro forma data are intended to assist in making
comparisons, excluding the Barnes-Hind Acquisition. See "Supplemental Pro
Forma Financial Data."

45
<PAGE>

COMPANY NINE MONTHS ENDED SEPTEMBER 28, 1996 COMPARED TO UNAUDITED PRO FORMA
COMBINED NINE MONTHS ENDED SEPTEMBER 30, 1995

The discussion that follows compares the Company's results of operations for
the nine months ended September 28, 1996 to the pro forma combined results of
operations for the nine months ended September 30, 1995, which give effect to
the Wesley Jessen Acquisition as if it had occurred as of January 1, 1995.

Net sales for the nine months ended September 28, 1996 increased $18.0
million, or 23.0%, to $96.0 million from $78.1 million for the nine months
ended September 30, 1995. This increase resulted primarily from growth in
sales of the Company's disposable contact lenses, from $9.4 million to $25.3
million, a 169.2% increase. Sales growth in this product category was
principally due to unit volume growth, driven by new marketing programs and
the continued penetration of the Company's cosmetic lenses. Following the
Wesley Jessen Acquisition, the Company adopted more stringent return and
exchange policies, which has lowered product returns and allowances and, in
conjunction with improved consumer acceptance of FreshLook lenses, resulted in
generally lower reserve needs at September 28, 1996 ($8.3 million) compared
with earlier periods ($15.8 million at December 31, 1994 and $10.8 million at
June 28, 1995). The increase in the sales returns and allowances reserve from
$7.2 million at December 31, 1995 to $8.3 million at September 28, 1996
reflects primarily the impact of increased sales volumes. Net sales of
conventional lenses increased 3.0% from $68.7 million to $70.8 million,
largely due to price increases. The Company believes sales increases were due
to a significant increase in the total number of wearers and increased revenue
per wearer as a result of the increased popularity of the Company's disposable
lenses. Sales in North America grew 20.2% from $51.6 million to $62.0 million,
while sales in the rest of the world grew 28.4% from $26.5 million to $34.0
million.

Gross profit, excluding the inventory step-up, for the nine months ended
September 28, 1996 increased $19.7 million, or 39.5%, to $69.6 million from
$49.9 million in the comparable 1995 period. Gross profit margin increased to
72.4% for the nine months ended September 28, 1996 from 63.9% in the
comparable period. This improvement reflects the cost savings that resulted
from improved plant utilization, personnel reductions and other operating
efficiencies. Gross profit in the nine months ended September 30, 1995 was
negatively impacted by a write-off of $2.2 million related to conventional
lens inventory that was produced prior to the Wesley Jessen Acquisition and
that did not meet new management's higher standards for customer satisfaction.
Excluding this effect, gross margins for the nine months ended September 30,
1995 would have been 66.7%.

Marketing and administrative expenses for the nine months ended September
28, 1996 decreased by $2.0 million, or 3.8%, to $51.0 million from $53.0
million for the nine months ended September 30, 1995. As a percentage of net
sales, marketing and administrative expenses decreased to 53.1% in the 1996
period from 67.9% in the 1995 period. This savings is largely due to a decline
in promotional spending and reductions in staffing as a result of the Wesley
Jessen Acquisition. While overall marketing expenditures decreased, the
Company has successfully increased the impact of its promotional expenditures
through the implementation of its two-pronged marketing strategy. This
strategy, put in place in the third and fourth quarters of 1995, involves an
extensive consumer advertising campaign and targeted marketing to eyecare
practitioners.

Research and development expenses for the nine months ended September 28,
1996 increased by $0.3 million, or 9.1%, to $3.8 million from $3.5 million for
the nine months ended September 30, 1995. As a percentage of net sales,
research and development expenses for the nine months ended September 28, 1996
decreased to 3.9% from 4.4% in the prior year period.

Income from operations for the nine months ended September 28, 1996
increased by $14.8 million to income of $8.7 million from a loss of $6.1
million for the nine months ended September 30, 1995. Income from operations
in the 1996 period was reduced by $6.6 million of amortization related to the
inventory step-up in the Wesley Jessen Acquisition. Excluding the impact of
the inventory step-up, income from operations would have increased $21.4
million to income of $15.4 million from a $6.1 million loss in the comparable
period. Most of this increase resulted from the substantial improvement in the
Company's gross margin resulting from improved plant utilization due to unit
volume growth and overall cost reductions.

46
<PAGE>

Interest expense for the nine months ended September 28, 1996 decreased by
$1.0 million, to $2.8 million, from $3.7 million for the nine months ended
September 30, 1995. This decrease is primarily attributable to a decrease in
overall leverage due to the reduction of debt from operating cash flow.

Other income for the nine months ended September 28, 1996 includes $3.5
million of non-recurring income relating to the May 1996 grant of a license to
a third party relating to one of the Company's patents. Other income for the
nine months ended September 30, 1995 includes $1.2 million of non-recurring
licensing income.

Income (loss) before income taxes increased $17.9 million to income of $9.5
million from a $8.4 million loss in the comparable 1995 period. Excluding the
$6.6 million inventory step-up included in the nine months ended September 28,
1996, income before taxes would have increased $24.5 million to income of
$16.1 million from a $8.4 million loss in the comparable period.

Income taxes for the nine months ended September 28, 1996 increased by $5.1
million to $1.6 million from a benefit of $3.5 million for the nine months
ended September 30, 1995. As a percentage of income (loss) before income
taxes, income tax expense was 17.1% in the 1996 period due to the favorable
impact of income tax credits derived from the Company's operations in Puerto
Rico (under Section 936 of the U.S. Internal Revenue Code). As a percentage of
income (loss) before income taxes on a pro forma basis, the income tax benefit
was 41.6% in the 1995 period.

Net income (loss) for the nine months ended September 28, 1996 increased by
$12.8 million to income of $7.9 million from a loss of $4.9 million for the
nine months ended September 30, 1995. This increase resulted from improvement
in the Company's gross margin and tax rate, which was partially offset by the
amortization related to the inventory step-up in the 1996 period.

UNAUDITED PRO FORMA COMBINED YEAR ENDED DECEMBER 31, 1995 COMPARED TO
PREDECESSOR YEAR ENDED DECEMBER 31, 1994

Prior to June 28, 1995 the Predecessor was a wholly owned subsidiary of
Schering-Plough. The discussion that follows compares the Company's pro forma
combined results of operations for the year ended December 31, 1995, which
give effect to the Wesley Jessen Acquisition as if it had occurred as of
January 1, 1995, to the results of operations for the Predecessor for the year
ended December 31, 1994.

Net sales for the year ended December 31, 1995 decreased by $4.3 million, or
3.9%, to $105.3 million from $109.6 million for the year ended December 31,
1994. This decline reflects: (i) the one-time positive impact in 1994 of
initial trade orders of FreshLook disposable contact lenses associated with
the product launch; (ii) price changes implemented in early 1995 (prior to the
Wesley Jessen Acquisition); and (iii) the impact of new management's efforts
to reduce high trade inventory levels following the Wesley Jessen Acquisition.
The Company believes that steps taken by management subsequent to the Wesley
Jessen Acquisition better positioned the Company for future growth and that
the number of wearers of its products increased during 1995.

Gross profit in 1995 increased by $22.8 million, or 51.9%, to $66.9 million
from $44.0 million in 1994. Gross profit margin increased to 63.5% in 1995
from 40.2% in the prior year. Gross profit in 1995 was negatively impacted by
a write-off of $2.2 million related to conventional lens inventory that was
produced prior to the Wesley Jessen Acquisition and that did not meet new
management's higher standards for customer satisfaction. Additionally, costs
of goods sold for the year ended December 31, 1995 includes $5.2 million less
depreciation than the comparable period due to the Company's application of
purchase accounting for the Wesley Jessen Acquisition. Management believes
that the gross margins recorded in 1994 are not comparable to the ongoing
level of operations of the business because of product returns and subsequent
inventory write-offs and manufacturing start-up costs incurred which were
associated with the Company's launch of disposable lenses which began in the
United States in the fall of 1994. In particular, the Company experienced
substantial product returns in 1994 and early 1995 due to poor consumer
acceptance of the initial FreshLook lens and the associated inventory write-
offs of first generation FreshLook lenses upon the introduction of a second
generation

47
<PAGE>

FreshLook lens in 1995. Gross profit in 1994 was negatively impacted by
product returns and the subsequent write-off of $10.1 million of first
generation inventory and $15.3 million of start-up costs associated with the
FreshLook launch. Excluding the impacts outlined above, gross profit would
have been $69.1 million for 1995 and $74.7 million in 1994 and gross margins
would have been 65.6% and 68.1%, respectively. This decline is due to a shift
to lower margin disposable products as a percentage of total sales, coupled
with increased price discounts to distributors in the first half of 1995.

Marketing and administrative expenses in 1995 decreased by $10.0 million, or
12.7%, to $69.2 million from $79.2 million in 1994. As a percentage of net
sales, marketing and administrative expenses decreased to 65.7% in 1995 from
72.2% in 1994. Approximately $1.5 million of this reduction is due to a
decrease in depreciation expense associated with the 1995 write-down of fixed
assets as a result of the Company's application of purchase accounting. The
remaining cost savings are due largely to reductions in staffing as a result
of the Wesley Jessen Acquisition.

Research and development expenses in 1995 decreased by $5.2 million, or
52.5%, to $4.7 million from $9.8 million in 1994. As a percentage of net
sales, research and development expenses decreased to 4.4% in 1995 from 9.0%
in 1994. Expenses decreased due to the completion of development associated
with the launch of FreshLook disposable lenses and personnel reductions
effected in conjunction with the Wesley Jessen Acquisition.

Loss from operations for the year ended December 31, 1995 improved by $44.3
million, to a loss of $6.2 million from a loss of $50.5 million for the year
ended December 31, 1994. Most of this improvement resulted from the non-
recurrence of the write-offs and start-up manufacturing costs incurred in 1994
as a result of the FreshLook launch.

Management has not included discussions of interest expense, tax expense and
net income because they believe that these items are not reflective of the
Company's ongoing operations given the Predecessor's status during a portion
of this time period as a wholly owned subsidiary of Schering-Plough.

PREDECESSOR YEAR ENDED DECEMBER 31, 1994 COMPARED TO PREDECESSOR YEAR ENDED
DECEMBER 31, 1993

Net sales for the year ended December 31, 1994 increased $6.3 million, or
6.0%, to $109.6 million from $103.4 million in the year ended December 31,
1993. This growth resulted from the initial U.S. launch of FreshLook
disposable lenses and continued penetration of FreshLook disposable lenses
internationally.

Gross profit in 1994 decreased $2.6 million to $44.0 million from $46.6
million in 1993. Gross profit margin decreased from 45.1% in 1993 to 40.2% in
1994. Gross margins in 1993 and 1994 include substantial product returns and
subsequent inventory write-offs and manufacturing start-up costs associated
with the launch of the Company's disposable lenses in Europe in 1993 and in
the United States in 1994. Gross profit for 1994 was negatively impacted by
$15.3 million of manufacturing start-up costs associated with the FreshLook
launch as well as significant product returns following poor consumer
acceptance of the initial FreshLook lens and the associated write-off of $10.1
million of first generation lens inventory upon introduction of a second
generation FreshLook lens. Provisions for sales returns and allowances
increased from $10.3 million at December 31, 1993 to $15.8 million at December
31, 1994, reflecting the adverse returns experience. Gross profit for 1993 was
negatively impacted by a write-off of $0.7 million of first generation lens
inventory and $17.6 million of start-up costs associated with the FreshLook
launch. Excluding these start-up losses, gross profit would have been $69.5
million in 1994 and $64.8 million in 1993. Gross margins would have been 63.4%
and 62.7%, respectively.

Marketing and administrative expenses in 1994 increased by $19.4 million, or
32.5%, to $79.2 million from $59.8 million the prior year. As a percentage of
net sales, marketing and administrative expenses increased to 72.2% in 1994
from 57.8% in 1993. Increased marketing spending for FreshLook disposable
lenses accounted for $11.8 million of this increase, with the remainder
reflecting overall increases in staffing levels.

Research and development expenses in 1994 decreased to $9.8 million from
$10.3 million in 1993. As a percentage of net sales, research and development
expenses were 9.0% in 1994, versus 9.9% in 1993.

48
<PAGE>

Loss from operations decreased $21.5 million to a loss of $50.5 million in
1994 from a loss of $28.9 million in 1993. The losses in both periods
primarily reflect the write-offs and start-up manufacturing costs associated
with the launch of FreshLook disposable lenses in 1993 and 1994.

Management has not included discussions of interest expense, tax expense and
net income because they believe that these items are not reflective of the
Company's ongoing operations given the Predecessor's status during this time
period as a wholly owned subsidiary of Schering-Plough.

BARNES-HIND

Wesley Jessen acquired all of the assets and assumed certain liabilities of
Barnes-Hind from Pilkington on October 2, 1996. The discussion that follows
compares Barnes-Hind's results of operations while under the control of
Pilkington and may not be representative of its results following its
acquisition by Wesley Jessen.

Net sales for the year ended March 31, 1996 ("fiscal 1995") increased $7.6
million, or 6.1%, to $132.6 million from $125.0 million for the year ended
March 31, 1995 ("fiscal 1994"). This increase in revenue was due to continued
growth in Barnes-Hind's disposable lenses, particularly the recently
introduced Precision UV disposable lens, which was partially offset by a
decline in the conventional lens business. Geographically, sales were
strongest in international markets due to a full year impact of Precision UV
as well as growth in private label sales in Europe and Japan.

Gross profit for fiscal 1995 increased $6.7 million, or 10.7%, to $69.2
million from $62.6 million for the prior year. Gross margins increased from
50.0% in fiscal 1994 to 52.2% in fiscal 1995 due to overhead reduction in
manufacturing and a decrease in the production cost of disposable lenses
through the increased use of automated manufacturing processes.

Research and development expenses in fiscal year 1995 decreased by $2.4
million, or 23.6%, to $7.9 million from $10.3 million in fiscal year 1994. As
a percentage of net sales, research and development expenses for fiscal 1995
decreased to 5.9% from 8.3% in fiscal 1994. This decrease was due to the
completion of primary development activities associated with the launch of
Precision UV products.

Selling and marketing expenses for fiscal 1995 increased by $5.7 million, or
15.1%, to $43.3 million from $37.6 million in fiscal 1994. As a percentage of
net sales, selling and marketing expenses increased to 32.7% from 30.1%,
largely due to increased promotional expenses from the launch of Precision UV
in the United States and its expansion into Europe. Additionally, marketing
and selling expenses for fiscal 1995 included a non-recurring $1.0 million
restructuring charge relating to consolidation of the European distribution
infrastructure.

General and administrative expenses for fiscal 1995 increased by $1.0
million, or 4.7%, to $22.5 million from $21.5 million for fiscal 1994. As a
percentage of sales, general and administrative expenses for fiscal 1995
decreased to 17.0% from 17.2% in fiscal 1994.

Income taxes. Despite operating losses, Barnes-Hind incurred income tax
expense of $2.7 million and $3.1 million in fiscal 1994 and fiscal 1995,
respectively. These tax provisions reflect Barnes-Hind as if it were a
separate taxable entity and represent international tax obligations resulting
from its transfer pricing system. The provisions of this transfer pricing
system were determined by the needs of the other members of the Pilkington
consolidated group. These tax obligations are not reflective of the ongoing
tax obligations of Barnes-Hind once acquired by Wesley Jessen.

LIQUIDITY AND CAPITAL RESOURCES

Prior to the Wesley Jessen Acquisition, the financing requirements of the
Company were funded by Schering-Plough through intercompany transfers. Such
transfers were significant because of the substantial operating losses
incurred by the Predecessor and the magnitude of its liquidity requirement.
Since the Wesley Jessen Acquisition, the Company has financed its operations
primarily through funds provided from operations and through borrowings under
a revolving credit facility. Net cash provided by operating activities for the
period from June 29, 1995 through December 31, 1995 totaled approximately $4.0
million. For the nine months ended

49
<PAGE>

September 28, 1996, the Company generated approximately $22.4 million in cash
from operating activities, primarily as a result of increases in
profitability, decreases in accounts receivable and inventories and a decrease
in accounts payable. In particular, accounts receivable have decreased by $2.9
million and inventory has decreased by $9.7 million (excluding the inventory
step-up) from the time of the Wesley Jessen Acquisition through September 28,
1996 as a result of implementation of more stringent sales terms and improved
inventory management. Since the Wesley Jessen Acquisition and through
September 28, 1996, the Company has reduced the debt incurred in connection
therewith by $14.5 million.

During the period from June 29, 1995 to December 31, 1995 and for the nine
months ended September 28, 1996, the Company made capital expenditures of
approximately $0.9 million and $3.7 million, respectively. The majority of
these capital expenditures were for equipment maintenance and improvement.
Barnes-Hind incurred capital expenditures of $12.9 million and $13.6 million
in fiscal 1994 and fiscal 1995, respectively. Approximately $5.0 million of
this spending funded improvements in information technology. The remainder was
primarily spent on improving manufacturing efficiencies, including the partial
automation of the United Kingdom disposable lens manufacturing lines. The
Company has currently budgeted approximately $18.0 million of capital
expenditures for the remainder of 1996 and 1997 to (i) facilitate the
consolidation of the businesses; (ii) complete the installation of the
Company's software information system; and (iii) complete the automation of
the Company's Southampton manufacturing facility. The Company expects to fund
these capital expenditures primarily from cash generated from operating
activities and borrowings under its revolving credit facility.

In connection with the Wesley Jessen Acquisition, the Company initiated a
series of restructuring activities as part of its cost rationalization
program. As part of such acquisition, Schering-Plough agreed to incur the
significant one-time expenses associated with the elimination of approximately
430 positions. In addition, the Company has expended $3.7 million in cash in
the fifteen months since the acquisition to close facilities. Following the
Barnes-Hind Acquisition, the Company expects to spend $20.4 million related
primarily to severance, retention bonuses and lease expense on vacated
facilities during the integration period, which has been recorded in
connection with the Company's purchase accounting for the Barnes-Hind
Acquisition. Management expects that this restructuring will be substantially
completed by September 1998.

As a result of both the Wesley Jessen Acquisition and the Barnes-Hind
Acquisition, the Company's borrowings under its Bank Credit Agreement
increased significantly as did its liquidity requirements. As of September 28,
1996 on a pro forma basis, the Company had approximately $43.4 million in
borrowing availability under the revolving credit facility portion of the Bank
Credit Agreement. The Bank Credit Agreement imposes certain restrictions on
the Company, including restrictions on its ability to incur indebtedness,
declare dividends or other distributions, make investments and capital
expenditures, grant liens, sell its assets and engage in certain other
activities. In addition, the indebtedness of the Company under the Bank Credit
Agreement is secured by substantially all of the assets of the Company,
including the Company's real and personal property, inventory, accounts
receivable, intellectual property and other tangible assets. See "Description
of Certain Indebtedness--Bank Credit Agreement."

Management believes that based on current levels of operations and
anticipated internal growth, cash flow from operations, together with other
available sources of funds including borrowings under the Bank Credit
Agreement and available cash on hand at September 28, 1996 of $1.0 million
(giving pro forma effect to the Barnes-Hind Acquisition), will be adequate
over the next twelve months to make required payments of principal and
interest on the Company's indebtedness, to fund anticipated capital
expenditures and working capital requirements, including the aforementioned
restructuring costs, and to enable the Company and its subsidiaries to comply
with the terms of their debt agreements. However, actual capital requirements
may change, particularly as a result of any acquisitions which the Company may
make. The ability of the Company to meet its debt service obligations and
reduce its total debt will be dependent, however, upon the future performance
of the Company and its subsidiaries which, in turn, will be subject to general
economic conditions and to financial, business and other factors, including
factors beyond the Company's control. A portion of the consolidated debt of
the Company bears interest at floating rates; therefore, the Company's
financial condition is and will continue to be affected by changes in
prevailing interest rates. The Company expects to enter into an interest rate
protection agreement to limit the impact from a rise in interest rates.

50
<PAGE>

The Company expects to use the $34.6 million of estimated net proceeds from
the Offering to repay certain outstanding indebtedness incurred in connection
with the Barnes-Hind Acquisition. See "Use of Proceeds."

In connection with the Barnes-Hind Acquisition, the Company entered into a
voluntary consent order with the FTC, which provides, among other things, that
the Company must divest the Barnes-Hind's U.S. Natural Touch Product Line. The
Company does not believe the timing or magnitude of the proceeds to be
received in conjunction with the divestiture will be material to its liquidity
or cash flows during such period. See "Business--Required Divestiture."

Based upon discussions with its principal lender under the Bank Credit
Agreement, the Company expects to refinance its existing indebtedness under
the Bank Credit Agreement upon consummation of the Offering. The Company
expects that the New Bank Credit Agreement will provide for borrowings of up
to $100.0 million and have a scheduled maturity in 2002. The Company
anticipates that the New Bank Credit Agreement will be secured by
substantially all of the assets of the Company and generally will contain
restrictive covenants, financial tests and events of default similar to those
in the Bank Credit Agreement. The Company expects that the New Bank Credit
Agreement will contain better pricing terms than the Bank Credit Agreement. To
date, no definitive agreements have been executed and, as a result, no
assurance can be given that the New Bank Credit Agreement will be executed on
such terms or entered into at all.

More than 40% of the Company's net sales for the twelve months ended
September 28, 1996 on a pro forma basis were to international customers and
the Company expects that sales to international customers will continue to
represent a material portion of its net sales. Historically, fluctuations in
foreign currency exchange sales have not had a material affect on the
Company's results of operations and the Company does not expect such
fluctuations to be material in the foreseeable future. See "Risk Factors--
Risks Associated with International Sales."

SEASONALITY

Historically, the Company has experienced limited seasonality, with slightly
greater revenues in the quarters ended June and September and slightly lower
revenues in the quarters ended March and December. Barnes-Hind has experienced
the greatest revenues in the quarter ended March given that this quarter
coincided with its fiscal year end and its annual price increases. This
seasonality may not be representative of Barnes-Hind's seasonality following
its acquisition and ongoing modification to its pricing, promotion and
distribution strategies. The following table sets forth the unaudited
operating results of the Company for the last four fiscal quarters (prior to
the Barnes-Hind Acquisition), net of the impact of the inventory step-up.

<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------
DECEMBER 31, MARCH 31, JUNE 29, SEPTEMBER 28,
1995 1996 1996 1996
------------ --------- -------- -------------
STATEMENT OF OPERATIONS DATA: (DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales............... $27,257 $30,147 $32,250 $33,651
Gross profit............ 17,017 21,686 22,277 25,614
Income (loss) from
operations............. (113) 4,096 5,305 5,964
OTHER DATA:
Amortization of negative
goodwill............... $ (196) $ (196) $ (196) $ (196)
Depreciation............ -- -- 62 97
Inventory step-up....... 14,301 5,953 673 --
</TABLE>

51
<PAGE>

INFLATION

Management believes that inflation has not had a material impact on results
of operations for the Company or the Predecessor during the three years ended
December 31, 1995 and the nine months ended September 28, 1996.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

During the first quarter of 1996, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of," which requires
companies to review long-lived assets and certain identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. The adoption of SFAS
No. 121 did not have a significant impact on the financial condition or
results of operations of the Company.

SFAS No. 123, "Accounting for Stock-Based Compensation" encourages, but does
not require, a fair market value based method of accounting for employee stock
options or similar equity instruments. The Company has elected to continue to
measure compensation cost under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" as was previously required, and to
comply with pro forma disclosure of net income and earnings per share as if
the fair market value based method of accounting had been applied.

52
<PAGE>

BUSINESS

Wesley Jessen is the leading worldwide developer, manufacturer and marketer
of specialty soft contact lenses, based on its share of the specialty lens
market. The Company's products include cosmetic lenses, which change or
enhance the wearer's eye color appearance; toric lenses, which correct vision
for people with astigmatism; and premium lenses, which offer value-added
features such as improved comfort for dry eyes and protection from UV light.
The Company offers both conventional contact lens products, which can
typically be used for up to 24 months, and a broad range of disposable lenses,
which are intended to be replaced at least every two weeks. Founded in 1946 by
pioneers in the contact lens industry, the Company has a long-standing
reputation for innovation and new product introductions. The Company was
acquired by Bain Capital and management in June 1995, and in October 1996 the
Company strengthened its product, technology and distribution capabilities
through the acquisition of Barnes-Hind. For the LTM period, the Company's pro
forma net revenues were $247.2 million and its pro forma operating profit was
$23.4 million.

The Company operates primarily in the specialty segment of the soft lens
market, where it has the leading share in each of the cosmetic and premium
lens segments and the second leading share in the toric lens segment. The
Company has the leading position in the specialty segment of the soft lens
market as a whole, which accounts for one-third of industry sales volume and
is projected to grow at approximately 15% per year through the year 2000. In
recent years, in both the clear and specialty lens segments, there has been a
pronounced shift in consumers' preferences toward disposable lenses and away
from conventional lenses, which has led to a significant increase in contact
lens expenditures per wearer. The Company estimates that currently more than
35% of U.S. soft lens wearers use disposable lenses, up from 21% in 1992. The
Company believes that its leading portfolio of disposable specialty lenses has
positioned it to benefit from the preference shift toward disposable lenses.
The Company also offers a complete line of conventional and disposable clear
lenses, which are positioned as companion products to the Company's cosmetic
lenses.

According to an independent research firm, more than 70% of all contact lens
in the United States offer the Company's products, which permits the Company
to rapidly launch new categories of products. Wesley Jessen develops
technology, manufacturing processes and products through a combination of its
in-house staff of more than 50 engineers and scientists and Company-sponsored
research by third-party experts. The Company markets and sells its products
(i) to consumers through the second largest advertising campaign in the
industry and (ii) to eyecare practitioners through its 180-person salesforce
and network of 60 independent distributors, which together sell the Company's
products in more than 75 countries.

The Company was founded by Drs. Newton K. Wesley and George Jessen, who went
on to pioneer the design, manufacture and fitting techniques of hard contact
lenses. From 1980 to 1995, the Company operated as a wholly owned subsidiary
of Schering-Plough. On June 28, 1995, Bain Capital and the Management
Investors acquired the Predecessor in the Wesley Jessen Acquisition. On
October 2, 1996, the Company acquired Barnes-Hind, the third largest
manufacturer of speciality contact lenses in the world, with a leading market
position in premium and toric lenses.

INDUSTRY OVERVIEW

Industry analysts estimate that over 50% of the world's population needs
some type of corrective eyewear. In the United States alone, there are nearly
153 million people who require some form of corrective eyewear. Most
individuals who wear contact lenses begin to do so in their early teens and
the majority of wearers are between the ages of 18 and 39. The Company
believes that the number of contact lens wearers will expand as technology
improves the convenience, comfort and fit of contact lenses, so that lenses
provide cost-effective and comfortable vision correction to a larger segment
of the population.

53
<PAGE>

year through the year 2000. The Company believes that market growth outside
the United States will likely exceed domestic growth because of lower contact
lens penetration rates internationally. Since 1991, the number of contact lens
wearers in the United States has increased by 4.2% per year while revenue per
wearer has increased by 6.5% per year as conventional users have shifted to
more costly specialty and disposable lenses. While the market for hard contact
lenses had been relatively flat since 1991 with approximately 6 million U.S.
wearers, the number of people wearing soft contact lenses has grown at a
compound annual growth rate of 5.3% since that time.

The contact lens industry can be divided into the soft lens portion, which
represents approximately 80% of U.S. wearers, and the hard lens portion
(primarily rigid gas permeable ("RGP")), which represents approximately 20% of
U.S. wearers. Within the soft contact lens market, there are three principal
replacement regimes: conventional, disposable and planned replacement.
Conventional lenses are typically replaced after 12 to 24 months and require
periodic cleaning throughout the life of the lens. Disposable soft contact
lenses were introduced in the late 1980s based on the concept that changing
lenses on a more frequent basis helped to improve comfort, convenience and
health of the eye for many wearers. Disposable lenses are changed as often as
daily and up to every two weeks depending on the product. Planned replacement
lenses are designed to be changed as often as every month and up to every
three months and currently represent a small portion of the overall soft lens
market.

The two primary segments within the soft lens market are clear and
specialty. Clear lenses (lenses that do not provide value-added features that
specialty lenses offer) represent approximately 67% of the U.S. soft lens
market and include both conventional and disposable products. Growth in the
clear lens segment has been driven by growth in the population of 14- to 25-
year-olds (the prime age group for new lens wearers), the substitution of soft
for hard contact lenses and the continuous evolution in the contact lens
market toward more frequent replacement of contacts.

Specialty lenses represent the remaining 33% of the U.S. soft lens market
and generally command a premium price because they are designed for patients
who have a medical need for a specialized lens or who desire a lens with
additional features. Specialty lenses include cosmetic lenses (which change or
enhance the natural color of eyes while correcting vision), toric lenses (for
astigmatics) and premium lenses that offer protein deposit resistance,
improved visual acuity, enhanced comfort for dry eyes or UV protection.
Disposable lenses have recently been introduced into the specialty segment and
are expected to gain market share. The specialty lens segment of the soft
contact lens market has higher projected growth rates than the clear lens
segment. For the period from 1993 to 1996, the number of specialty lens
wearers has increased at a rate of 8% per year as compared to a 4% increase in
the number of clear lens wearers. The Company believes that continued rapid
growth in sales of specialty lenses will result from (i) the continued trend
toward disposables; (ii) increased awareness among consumers and eyecare
practitioners of the value-added features available with specialty lenses; and
(iii) new product innovations, such as disposable toric contact lenses, new
cosmetic designs, UV protection lenses and effective bifocal contact lenses.

An important characteristic of the contact lens industry is that an
individual's need for corrective eyewear is chronic. The need for vision
correction is often diagnosed at an early age and increases over time. Contact
lenses represent an alternative to eyeglasses, while offering improved
peripheral vision and additional features, such as eyecolor enhancement and UV
protection. Contact lens wearers will typically purchase lenses regularly for
several years.

Contact lenses require a prescription specifying a particular brand of
lenses. Such prescriptions are written by either ophthalmologists or
optometrists (referred to in the contact lens industry as "fitters"). An
ophthalmologist is a physician with a Doctor of Medicine ("MD") degree who
specializes in eyecare and an optometrist is a state-licensed eyecare
specialist who holds a Doctor of Optometry ("OD") degree. Fitters have the
ability to influence patients' choice of which contact lens brand they will
wear. Therefore, if a contact lens manufacturer successfully markets its
products to a fitter, that fitter will carry that manufacturer's brand of
contact lenses in inventory and offer it to patients. Once the brand is in the
fitter's inventory, the manufacturer

54
<PAGE>

will likely receive a stream of revenues from new patients for whom the brand
is prescribed as well as from patients who are refitted, change lens types or
need different prescriptions. Also, such manufacturer will be more likely to
successfully place new products in such fitter's inventory. Prescriptions for
contact lenses are filled by either ophthalmologists, optometrists, optical
chains, health maintenance organizations (HMOs), pharmacies or mail order
houses.

The contact lens industry is characterized by high brand loyalty. The
Company believes that wearers resist switching brands once a particular brand
is prescribed and fitted successfully. By staying with an existing brand, a
customer can replace his or her current lens without an eye examination. Even
for an adjusted prescription, customers typically acclimate to a particular
lens design and may experience discomfort if refitted with a new brand.
Typically, only when a customer is experiencing difficulty with a lens or the
customer wants to switch from conventional to disposable lenses or from clear
to specialty lenses will a fitter refit with a different brand of lens. The
Company believes, based on historical patterns in the contact lens industry
that once a product category has matured, brand loyalty causes competitive
market share to remain relatively constant. However, overall market share may
shift because of different growth rates of each category or the creation of
new categories.

No new significant competitors have entered the soft contact lens industry
in the last ten years. To compete successfully in the industry entails
substantial risks and requires significant investment of time and resources.
In particular, the Company believes a new entrant must successfully (i)
develop new innovative product offerings; (ii) master the sophisticated
processes required to manufacture contact lenses; (iii) invest the significant
capital required to develop manufacturing capacity; (iv) overcome existing
patent protections covering the design, materials and manufacturing processes
of contact lenses; and (v) obtain FDA product clearances, each of which may
take several years.

COMPETITIVE STRENGTHS

The Company believes it has achieved its leading worldwide market position
in specialty contact lenses because of the following competitive strengths:

HIGH-QUALITY BRANDED PRODUCTS. Wesley Jessen produces a broad range of
high-quality contact lenses that meet customers' demand for improved
cosmetic, comfort, ease-of-care and vision-correction features and are sold
under brand names recognized by ophthalmologists and optometrists
worldwide. The Company's cosmetic lens products are marketed under the
DuraSoft, Elegance and FreshLook brand names, its toric lenses under the
Optifit, Hydrocurve and CSI brand names, and its premium lenses under the
Gentle Touch, Precision UV, Aquaflex and CSI Clarity brand names. Both
eyecare practitioners and wearers tend to show significant brand loyalty
once a particular brand of lenses is properly fitted and prescribed. As a
result, the Company's large installed base of contact lens fitters and
current wearers affords the Company a recurring revenue stream.

SUCCESSFUL DEVELOPMENT AND INTRODUCTION OF NEW PRODUCTS. The Company has
a strong track record of developing new specialty contact lens products,
with the five new product lines introduced since 1994 accounting for 25% of
the Company's pro forma net revenues in the LTM period. The Company
introduced the first disposable opaque lens and the first disposable lens
that offers UV protection in 1994. The Company believes that being the
first to introduce a new specialized lens is a competitive advantage over
subsequent entrants to that product category because of the significant
brand loyalty in the contact lens industry.

BROAD PATENT PORTFOLIO. Wesley Jessen believes that its intellectual
property, including more than 70 U.S. patents in product design, materials
and manufacturing processes, makes imitation of the Company's products
difficult, supports the Company's strong gross margins and provides the
Company with a competitive advantage. The Company's most important patents
cover the design of its toric lenses; the material, process and design of
clear-pupil cosmetic lenses; and the technology necessary to produce
certain advanced polymer lenses. The Company believes that its patent
portfolio and manufacturing expertise allow it to produce and sell
specialty lens products that are not otherwise available on the market.

55
<PAGE>

ESTABLISHED SALES AND DISTRIBUTION NETWORK. The Company believes its
salesforce and distributor network constitute the largest and most
sophisticated sales organization in the specialty contact lens market. The
Company's salesforce has focused on developing strong relationships with
eyecare practitioners throughout North America, Europe, Asia and Latin
America. Through its sales efforts, the Company seeks to educate and inform
eyecare practitioners as to (i) the breadth of its specialized product
line; (ii) the extent to which they can build their practice through the
use of the Company's products; and (iii) their ability to generate more
revenue per patient by prescribing the Company's value-added lenses instead
of conventional or disposable clear lenses.

STRONG INTERNATIONAL MARKET PRESENCE. On a pro forma basis, Wesley Jessen
derives more than 40% of its net sales from sales outside the United
States, and the Company's specialty contact lens products have leading
market shares in Europe, Japan and Latin America. The Company has over 85
international sales representatives and 60 distributors covering more than
75 countries. The Company believes that such international markets offer
attractive opportunities for increased sales as a result of lower contact
lens penetration rates as compared to the United States.

LOW-COST, PROPRIETARY MANUFACTURING CAPABILITIES. The Company produces
substantially all of its contact lens products in four state-of-the-art
manufacturing facilities, which apply proprietary technology, allow the
Company to be a flexible, low-cost manufacturer of specialty lenses and
have excess capacity sufficient to meet the Company's rapidly growing needs
for several years. The Company believes that it enjoys a competitive
advantage over other contact lens manufacturers as a result of its ability
to produce cost-effective specialized contact lenses using short production
runs. Consequently, the Company can offer approximately 180,000 stock-
keeping units (SKUs). Furthermore, the Company's manufacturing operations
in Puerto Rico provide it with significant tax benefits.

EXPERIENCED MANAGEMENT WITH A PROVEN RECORD OF IMPROVING PROFITABILITY.
The Company's senior management, who on average have more than 10 years of
experience in the contact lens industry, have increased the Company's
operating margin 44 percentage points, comparing the Predecessor's period
from January 1, 1995 through June 28, 1995 to the Company's period from
January 1, 1996 through June 29, 1996. This operating improvement was
accomplished through the successful implementation of cost reduction
programs, rationalization of manufacturing processes, refocusing of
research and development programs, and execution of targeted marketing
strategies. Furthermore, certain of the Company's key managers, including
the Company's President and Chief Financial Officer, have significant
experience with the operations of Barnes-Hind, having managed it profitably
prior to its sale to Pilkington in 1987.

GROWTH STRATEGY

The Company's principal objective is to expand its contact lens business in
the faster-growing specialty segments of the market in order to achieve
continued growth in revenues and operating profit. The Company's continuing
business strategy is to:

CAPITALIZE ON FAVORABLE INDUSTRY TRENDS. According to industry analysts,
the number of soft contact lens wearers in the United States has increased
from 19 million in 1990 to over 23 million in 1995. The Company estimates
that the number of soft contact lens wearers will increase by approximately
5% annually through the year 2000 as soft contact lenses continue to gain
popularity and the number of 14- to 25-year-olds (the prime age group for
new lens wearers) increases. In addition, there has been an ongoing shift
among wearers from conventional lenses to more profitable disposable lenses
as well as from clear lenses to specialty lenses, which favors the
Company's product line, including its recently introduced FreshLook
disposable cosmetic lenses and Precision UV disposable premium lenses.

INCREASE THE COMPANY'S MARKET SHARE. The Company employs a two-pronged
marketing strategy to increase Wesley Jessen's market share, using both
direct consumer advertising and targeted marketing to eyecare
practitioners. The Company has spent approximately $10.0 million on a
national consumer advertising campaign featuring Christy Turlington to
raise brand awareness and demand among consumers. In addition, the Company
uses its highly trained salesforce to market its specialty lens products to
eyecare

56
<PAGE>

practitioners. The salesforce seeks to train new ODs and MDs to fit the
Company's lenses and to educate eyecare practitioners as to the value-added
features and revenue potential of the Company's products.

DEVELOP AND SUCCESSFULLY LAUNCH NEW PRODUCTS. The Company's research and
development program is geared toward developing new products with
commercial appeal, particularly category-creating products (such as the
Company's new line of disposable lenses offering UV protection), as
industry dynamics have historically provided considerable advantages to a
firm that successfully introduces the first product in a category. In the
last twelve months, the Company has introduced four new products or line
extensions, including disposable color-enhancing lenses for light eyes,
custom toric lenses, custom cosmetic lenses and cosmetic lenses for
patients with farsightedness. The Company currently has several new
products and product line extensions in various stages of development. See
"--Research and Development."

INCREASE THE INTERNATIONAL PENETRATION OF ITS PRODUCTS. The Company
believes that several international markets, particularly Europe, Japan and
Brazil, offer significant opportunities for growth. In Europe, the Company
intends to expand its direct sales organization, and in Japan, the Company
will continue to develop strategic partnerships with leading local
manufacturers and distributors.

REALIZE SYNERGIES THROUGH THE INTEGRATION OF BARNES-HIND. The Company's
acquisition of Barnes-Hind has created a number of significant
opportunities to improve the Company's results of operations. While Wesley
Jessen and Barnes-Hind had roughly equivalent net sales in the twelve
months ended September 28, 1996, Wesley Jessen employed approximately 1,000
persons as of that date whereas Barnes-Hind employed approximately 1,600
persons. Consequently, the Company believes that substantial cost savings
are available through personnel reductions. In addition, the Company is in
the process of moving operations currently performed at Barnes-Hind's
Sunnyvale, California facility to the Company's facility in Des Plaines,
Illinois. Management plans to implement other identified cost reductions
and to seek further cost savings opportunities, including personnel
reductions and facilities consolidation. Finally, the Company believes
there are significant cross-selling opportunities available to sell Barnes-
Hind products to current Wesley Jessen customers and vice versa.

BENEFIT FROM THE COMPANY'S SIGNIFICANT OPERATING LEVERAGE. The Company
plans to further improve its results of operations by utilizing excess
manufacturing capacity, investing in new low-cost manufacturing
technologies and achieving economies of scale in development, manufacturing
and distribution. The Company enjoys significant operating leverage (i.e.,
a disproportionately greater impact on earnings resulting from a change in
revenues) due to significant fixed-cost components of the Company's
manufacturing operations, research and development program and marketing
efforts. Because the Company's disposable lens manufacturing facilities are
currently operating at approximately 60% of their capacity, increased
production volumes through the addition of new lens wearers to the
Company's customer base generally should not require the incurrence of
significant additional costs.

The Company regularly considers the expansion of its contact lens business
through acquisitions, joint ventures and other strategic alliances. Through
such arrangements, the Company will seek to broaden its product lines within
the contact lens industry and its geographic coverage and to acquire
complementary product lines.

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<PAGE>

PRODUCTS

The following table sets forth the approximate composition, by product line,
of the Company's net sales for the twelve months ended September 28, 1996 on a
pro forma basis.

NET SALES BY PRODUCT LINE
(dollars in thousands)

<TABLE>
<CAPTION>
TWELVE MONTHS
ENDED SEPTEMBER 28,
1996
-----------------------
PRODUCT LINE AMOUNT PERCENT
------------ ------------ ----------
<S> <C> <C>
Specialty Lenses:
Cosmetic........................................ $ 88,231 36%
Toric........................................... 35,819 14
Premium......................................... 65,547 27
------------ -------
Total Specialty Lenses........................ 189,597 77
Clear Lenses...................................... 46,664 19
Hard/Other Lenses................................. 10,950 4
------------ -------
Total Lenses.................................. $ 247,211 100%
============ =======
</TABLE>

SPECIALTY LENSES. The Company's products primarily consist of specialty soft
contact lenses, including cosmetic, toric and premium lenses. With the
broadest product offering in the industry, the Company captured over 36% of
the U.S. specialty lens market in 1995. For the twelve months ended September
28, 1996, the Company's specialty lenses generated approximately $189.6
million in net sales worldwide on a pro forma basis. The Company's specialty
soft contact lens products include the following:

Cosmetic Lenses. Cosmetic lenses enhance or change the color of a wearer's
eyes. The Company's opaque color lenses, which change the color of dark eyes
(e.g., brown to green), utilize a patented dot matrix technology that the
Company believes allows for superior cosmetic appeal. As a result, the
Company's opaque cosmetic lens products have become the standard in the
market. In early 1996, the Company introduced its new enhancer color lenses,
which enhance the natural color of light eyes and which the Company believes
will become the market standard due to its patented color printing process
that allows the pupil-covering zone of the lens to remain clear. The Company
manufactures a complete line of cosmetic lenses, including: (i) the
conventional DuraSoft 2 daily wear lens, which is removed and cleaned daily
and typically is replaced after 12 to 24 months; (ii) the conventional
DuraSoft 3 extended wear lens, which can be worn overnight for up to seven
days and is also typically replaced after 12 to 24 months; and (iii) the
disposable FreshLook contact lens, which is typically replaced every two
weeks. With the broadest product offering in the cosmetic lens segment, the
Company captured over 38% of the U.S. cosmetic lens market in 1995. For the
twelve months ended September 28, 1996, the Company's cosmetic lenses
generated over $88.2 million in net sales worldwide on a pro forma basis.

Toric Lenses. Toric lenses are designed to correct vision for people with
astigmatism, which is characterized by an irregularly shaped cornea. Prior to
the introduction of the Company's toric lenses and other competing products in
the late 1980s, this condition was not effectively correctable through the use
of soft contact lenses. Approximately 30% of the U.S. population requiring
vision correction are diagnosed with astigmatism, of which only 5% currently
wear soft contact lenses. The Company's Optifit, Hydrocurve and CSI toric
lenses captured over 20% of the U.S. toric lens market in 1995. For the twelve
months ended September 28, 1996, the Company's toric lenses generated over
$35.8 million in net sales worldwide on a pro forma basis.

Premium Lenses. Premium lenses offer the wearer value-added features such as
protein deposit resistance, improved visual acuity, enhanced comfort for dry
eyes and UV protection. The Company manufactures the premium CSI Clarity lens,
which has long been regarded by eyecare practitioners and optical retailers as
having superior visual acuity and deposit resistance. The Company also
recently introduced Precision UV, the first disposable lens available with UV
protection, which is quickly gaining share from many clear disposable lenses.

58
<PAGE>

The Company's market research suggests that some 90% of contact lens wearers
are interested in lenses offering UV protection. The Company's Gentle Touch
product, which is typically replaced every three months, was the first lens
designed specifically for and approved by the FDA for use without intensive
cleaning or special handling required of conventional lenses and offers the
unique combination of enhanced comfort for dry eyes, deposit resistance and
low cost relative to disposable alternatives. The Company captured 92% of the
U.S. premium lens segment in 1995. For the twelve months ended September 28,
1996, the Company's premium lenses generated over $65.5 million in net sales
worldwide on a pro forma basis.

The following table sets forth certain of the brand names under which the
Company's specialty contact lenses are sold:

<TABLE>
<CAPTION>
TYPE OF LENS SPECIALTY CONTACT LENS
- ------------------- -----------------------------------------------------------
COSMETIC TORIC PREMIUM
------------------- ------------------- -------------------
<S> <C> <C> <C>
Conventional: DuraSoft CSI Aquaflex
Elegance (a) Optifit CSI Clarity
Natural Touch (a) Hydrocurve Hydrocurve
Disposable/ Planned FreshLook Colors Gentle Touch
Replacement: FreshLook Enhancers FreshLook (b) Precision UV
</TABLE>
- --------
(a) Used only in international markets.
(b) Currently under development.

The Company has successfully entered into the private label market with the
offering of a private label UV protection lens. The Company sells its
specialty contact lenses under private label primarily in Japan, the United
Kingdom and France. The Company believes that private label offer significant
growth opportunities due to the Company's unique product offerings and low-
cost manufacturing capabilities.

CLEAR LENSES. Wesley Jessen manufactures a complete line of conventional and
disposable clear lenses that are positioned as companion lenses to the
DuraSoft and FreshLook cosmetic product lines. The Company believes that
eyecare practitioners can increase their revenues and profitability, as well
as the value provided to lens wearers, by fitting patients with either a
DuraSoft or FreshLook clear or cosmetic lens and then selling the patient a
companion cosmetic or clear lens with no additional fitting expense. In fact,
approximately 70% of color lens wearers also own clear lenses. Clear lenses
accounted for approximately $46.7 million of the Company's worldwide net sales
for the twelve months ended September 28, 1996 on a pro forma basis.

HARD/OTHER LENSES. The Company also sells Polycon RGP lenses to a large base
of eyecare practitioners who fit RGP lenses. In addition, the Company
manufactures prosthetic lenses, which are custom cosmetic products that return
damaged or disfigured eyes to normal appearance. The Company donates all
profits generated from its prosthetic product line to professional
associations to generate goodwill with eyecare practitioners.

RESEARCH AND DEVELOPMENT

The Company's research and development efforts are focused on product
development and process technology to support its specialty lens business. The
Company maintains a core research and development staff, which oversees the
Company's research projects. Such projects are generally conducted by
independent laboratories and universities at the Company's direction and
expense. The Company's research and development expenses totaled $12.6
million, or 5.1% of net revenues, for the twelve months ended September 28,
1996 on a pro forma basis.

In the last twelve months, the Company has introduced four new products or
line extensions, including disposable cosmetic lenses for light eyes, custom
toric and color lenses and expanded cosmetic powers and colors. The Company
also developed a superior patented UV protection specialty lens for which it
received FDA

59
<PAGE>

approval in January 1996. The UV protection lens allows the Company to further
penetrate the emerging health-conscious market and permits cross-promotion
with the Company's current specialty lens wearers.

The Company has a history of innovation and new product introductions. The
Company is currently investing in the development of, among other specialty
products, a disposable toric lens, a next generation cosmetic lens, and a new
disposable UV-protection lens. The Company is also investing in the
development of bifocal contact lenses (for persons, typically over age 45, who
experience both farsightedness and nearsightedness) and has received several
patents related to its bifocal lens technology. In the contact lens industry,
no products currently being marketed in the bifocal category have achieved
widespread commercial acceptance, and as a result, the Company believes that a
significant market opportunity is available to the Company if it can harness
its technology to successfully launch bifocal contact lenses. Finally, the
Company has targeted additional research and development projects to cut
manufacturing costs in the cosmetic, premium and toric product lines.

MANUFACTURING

Substantially all of the Company's products are manufactured in the
Company's four principal production facilities, which are located in Cidra,
Puerto Rico; Des Plaines, Illinois; San Diego, California; and Southampton,
United Kingdom. See "--Facilities." The Company utilizes state-of-the-art
manufacturing equipment and process technology to control the quality of its
products and to minimize costs. The Company engages in manufacturing processes
that are designed to handle short production runs. As a result, the Company
believes that it enjoys a competitive advantage over other contact lens
manufacturers because it can be more versatile and cost-competitive in market
segments that require special features and products manufactured to meet more
stringent specifications. The Company's disposable lens manufacturing
facilities are currently operating at approximately 60% of their maximum
capacity.

The Company produces its hard and soft contact lens products primarily
through manufacturing processes known as lathing and cast molding. Lathing is
a machining process through which a piece of rigid lens material is shaped
into a concave form with refractive characteristics by using a high-precision
lathe. Following this machining, soft lenses are hydrated in a saline solution
and sterilized, while RGP lenses are produced using polymers that don't absorb
moisture and do not require sterilization. Lathing technology is particularly
well suited for use in short production runs and is used by the Company to
produce soft lenses at its Cidra, Puerto Rico; San Diego, California; and
Southampton, United Kingdom facilities and to produce RGP lenses at its
Atlanta, Georgia and Farnham, United Kingdom facilities.

The Company also uses cast molded technology to produce its disposable
contact lenses. In this process, a disposable plastic mold is made through the
use of an automated injection molding press containing highly-engineered
optical tooling. A liquid monomer is then dispensed into the mold which
polymerizes to form the lens. In dry cast molding, the lenses are formed in a
rigid state and are hydrated to their final characteristics after being
removed from the mold. In wet cast molding, the lenses are formed fully
hydrated. The Company uses dry cast molded technology at its Southampton,
United Kingdom and Des Plaines, Illinois facilities.

SALES AND MARKETING

The Company has implemented a two-pronged sales and marketing strategy that
reflects the Company's belief that both consumers and eyecare practitioners
are important to the success of the Company's products. To generate consumer
awareness and increase demand for its products, the Company has spent
approximately $10.0 million on a national advertising campaign featuring
Christy Turlington. The Company also has developed cross-promotion programs
designed to increase sales of its cosmetic lenses by offering a set of the
Company's most popular cosmetic lenses with each purchase of a set of six
pairs of clear disposable lenses.

Due to the fitter's influence over a patient's choice of contact lens brand,
the Company believes that developing and maintaining strong relationships with
eyecare practitioners is the most critical aspect of its sales and marketing
strategy. The Company has a salesforce of 180 persons who market the Company's
products to eyecare practitioners. The Company's salesforce seeks to train new
ODs and MDs to fit the Company's lenses

<PAGE>

and to inform such persons of the revenue potential and value-added features
of the Company's products. In marketing to eyecare practitioners, the Company
stresses the quality and features offered by its products, the breadth of its
product line, and the ability of such practitioners to generate more revenue
per patient by offering the Company's value-added products. The Company also
advertises its products to eyecare practitioners through promotional
materials, trade publications and conventions.

The Company currently sells through a direct salesforce in North America,
Europe and Australia. Countries in Europe, Asia and Latin America not directly
served by the Company are serviced by a broad network of distributors. The
Barnes-Hind Acquisition strengthened the Company's global distribution
infrastructure by contributing direct salesforces in Germany, Spain, Belgium,
Netherlands, Luxembourg and Australia, in addition to strengthening existing
salesforces in the United States, France, Italy, Canada and the United
Kingdom.

The following table sets forth the Company's net sales to the geographic
regions indicated for the twelve months ended September 28, 1996 on a pro
forma basis:

NET SALES TO GEOGRAPHIC REGIONS
(dollars in thousands)

<TABLE>
<CAPTION>
WESLEY JESSEN BARNES-HIND TOTAL
---------------- ---------------- ----------------
REGION AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ -------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
United States (including
territories)............... $ 80,183 65.0% $ 57,732 46.6% $137,915 55.8%
Europe...................... 17,410 14.1 40,852 33.0 58,262 23.6
Asia Pacific................ 9,137 7.4 17,854 14.4 26,991 10.9
Other....................... 16,575 13.5 7,468 6.0 24,043 9.7
-------- ------ -------- ------ -------- ------
Total .................... $123,305 100.0% $123,906 100.0% $247,211 100.0%
======== ====== ======== ====== ======== ======
</TABLE>

See Note 13 to Notes to Consolidated Financial Statements for information
relating to the Company's international operations.

CUSTOMERS

The Company currently sells its products through a variety of channels
including fitters (MDs, ODs and optical retailers) and distributors who sell
to fitters and lens-replacement suppliers. The Company sells to a highly
fragmented account base with no one customer accounting for more than 5% of
its revenues for the twelve months ended September 28, 1996 on a pro forma
basis. Furthermore, the Company's top 10 customers accounted for less than 25%
of its revenues for the twelve months ended September 28, 1996 on a pro forma
basis.

In the United States, the Company sells to three customer segments: private
practitioners, chain accounts and distributors. There are approximately 17,700
private practitioners (MDs and ODs not affiliated with a retail chain) who fit
the Company's products. In addition, the Company has distribution in over
5,000 retail chain locations, such as Cole National Corporation, LensCrafters,
National Vision Association and Wal-Mart Stores, Inc., that advertise, promote
and fill prescriptions for the Company's products. Distributors supply but do
not fit the Company's lenses. The chart below illustrates the mix of
distribution channels used by Wesley Jessen and Barnes-Hind on a combined
basis in the United States in 1995:

NET SALES BY DISTRIBUTION CHANNEL
(as a percentage of net sales)

<TABLE>
<CAPTION>
PERCENT OF 1995
DISTRIBUTION CHANNEL U.S. SALES
-------------------- ---------------
<S> <C>
Private Practitioners .................................... 45%
Chain Accounts............................................ 23
Distributors.............................................. 32
-----
Total................................................. 100%
=====
</TABLE>

In Europe, key corporate accounts like Boots and D&A in the United Kingdom
and Optic 2000 in France have selected the Company's lenses as their private
label as well as offering its branded products. In Japan, the

61
<PAGE>

world's second largest contact lens market, the Company has formed strategic
relationships with five of the leading hard and soft contact lens
manufacturers. The Company has doubled its Japanese sales in the last year
using this strategy.

The Barnes-Hind Acquisition provided Wesley Jessen with access to a new set
of accounts and the opportunity to cross-sell existing product lines between
Wesley Jessen's and Barnes-Hind's extensive customer bases.

DISTRIBUTION

The Company performs most warehousing, inventory management, order taking
and order fulfillment functions in-house. The Company's fulfillment system
provides the flexibility to receive, fill and ship orders as small as a single
lens and as large as a full truckload. Approximately 8,500 orders are received
daily, primarily by telephone and facsimile in seven customer service centers
in North America, Europe, Japan and Australia.

In the U.S. market, approximately 65% of the Company's lenses are shipped
primarily by common carriers directly to eyecare practitioners from
distribution centers in San Diego, California and Chicago, Illinois. The
remaining 35% are shipped to distributors, who resell lenses to practitioners
and mail-order houses. In several key markets outside the U.S., the Company
sells and distributes lenses directly to eyecare practitioners. In other
international markets, the Company serves customers through its network of 60
independent distributors.

COMPETITION

The contact lens market is highly competitive. The Company faces competition
from other companies within each segment of the contact lens market in which
it operates. In the specialty segment of the market, the Company principally
competes with divisions of large medical and pharmaceutical companies,
including Ciba Vision (a division of Ciba-Geigy Corporation) and Bausch &
Lomb, Inc. as well as with smaller companies. To the extent the Company
operates in the clear lens segment, it faces competition primarily from
Vistakon (a division of Johnson & Johnson) and other large contact lens
manufacturers such as Ciba Vision and Bausch & Lomb, Inc. Certain of the
Company's competitors in each segment have lower costs of operations, products
with enhanced features, substantially greater resources to invest in product
development and customer support, greater vertical integration and greater
access to financial and other resources than the Company. While the Company is
the leading manufacturer and distributor of specialty contact lenses, the
Company ranks fourth in the contact lens market overall in terms of net
revenues. To a lesser extent, the Company also competes with manufacturers of
eyeglasses and providers of other methods of vision correction, including
refractive surgical procedures.

Within the contact lens market, the Company believes that the principal
competitive factors in the specialty segment include product innovation, brand
awareness, product quality and price. Due to the manner in which contact
lenses are distributed (i.e., through prescription), the Company also competes
on the basis of its relationships and reputation with eyecare practitioners.

SUPPLIERS

The Company has a broad base of suppliers. The Company has qualified
multiple vendors to supply substantially all of the materials used by the
Company in its manufacturing processes and actively seeks to qualify new
vendors to insure adequate access to such materials. The primary raw materials
used by the Company in the production of contact lenses are specialty
chemicals. For the last twelve months ended September 28, 1996 on a pro forma
basis, no supplier accounted for more than 5.0% of the Company's costs of
goods sold.

62
<PAGE>

FACILITIES

The Company's principal manufacturing facilities are located in Cidra,
Puerto Rico; Des Plaines, Illinois; San Diego, California; and Southampton,
United Kingdom. Following the Wesley Jessen Acquisition, the Company's
headquarters were relocated from Chicago to its facility in Des Plaines,
Illinois (a suburb of Chicago). By December 1997, the Company will have
significantly consolidated its distribution operations as part of management's
cost savings strategy. In Europe, Barnes-Hind has consolidated warehouses and
customer service centers into one distribution center in the United Kingdom
and two customer service centers in the United Kingdom and France. In
addition, the former corporate headquarters of Barnes-Hind, which was located
in Sunnyvale, California, is scheduled to be closed in March 1997, with an
estimated annual operating savings of $3.8 million.

The Company believes that substantially all of its property and production
equipment is in good condition and that it has sufficient capability to meet
its current and projected manufacturing and distribution needs for the
foreseeable future. All of the Company's owned properties are subject to a
mortgage as collateral under the Bank Credit Agreement. The following table
describes the principal properties of the Company as of September 28, 1996
(giving effect to the Barnes-Hind Acquisition):

<TABLE>
<CAPTION>
SQUARE
LOCATION FUNCTION FOOTAGE OWNED/LEASED
-------- -------- ------- ------------
<S> <C> <C> <C>
Des Plaines, Illinois Corporate Headquarters/Disposable Manufacturing/R&D 290,000 Owned
Chicago, Illinois Distribution Center 48,000 Leased
San Diego, California Conventional Manufacturing 19,000 Owned
San Diego, California Conventional Manufacturing/Distribution 117,700 Leased
Sunnyvale, California Former Headquarters of Barnes-Hind (1) 74,000 Leased
Atlanta, Georgia RGP Manufacturing 7,200 Leased
Cidra, Puerto Rico Conventional Lens Manufacturing 65,000 Owned
Southampton, United Kingdom Disposable Manufacturing/R&D 66,200 Leased
Southampton, United Kingdom Conventional Manufacturing 12,250 Leased
Farnham, United Kingdom RGP Manufacturing 5,000 Leased
Chandlers Ford, United Kingdom Conventional Manufacturing 24,500 Leased
Mississauga, Ontario Sales Office/Distribution 7,000 Leased
Bagnolet, France Sales Office/Distribution 6,997 Leased
Rickmansworth, United Kingdom Sales Office/Distribution * Leased
Rome, Italy Sales Office/Distribution 7,750 Leased
Brooklyn, Australia Sales Office/Distribution 5,900 Leased
Tokyo, Japan Sales Office/Distribution 5,000 Leased
Madrid, Spain Sales Office * Leased
Reeuwijk, Holland Sales Office * Leased
Kortryk, Belgium Sales Office * Leased
Milan, Italy Sales Office * Leased
Paris, France Sales Office * Leased
Munich, Germany Sales Office * Leased
</TABLE>
- --------
*Less than 5,000 square feet.
(1)This facility is scheduled to be closed by the second quarter of 1997.

CIDRA, PUERTO RICO. This 65,000 square foot facility was completed in 1991
and produces the Company's Durasoft and Optifit conventional clear and
specialty lenses.

DES PLAINES, ILLINOIS. This 290,000 square foot facility currently produces
all of the Company's FreshLook disposable lenses, and also houses its
corporate headquarters, research and development activities and other
administrative services. The Des Plaines facility was substantially completed
by 1994.

SAN DIEGO, CALIFORNIA. This 136,700 square foot facility produces the
Company's CSI, Hydrocurve and Gentle Touch premium and toric lenses.
Additionally, the facility is used for U.S. distribution, customer service and
management information systems.

SOUTHAMPTON, UNITED KINGDOM. This 66,200 square foot facility was
substantially completed in 1996 and supports production of the Company's
Precision UV lenses.

63
<PAGE>

PATENTS AND TRADEMARKS

The Company's business and competitive position benefit from the validity
and enforcement of its intellectual property protection. The Company owns a
variety of patents, trademarks, trade secrets, know-how and other intellectual
property which it believes to be important to its current and future success.
The market for the Company's products rewards product innovation, which tends
to amplify the importance of intellectual property protection.

The Company holds numerous U.S. and foreign patents and patent applications
which relate to aspects of the technology used in the Company's products. The
Company's policy is to file patent applications to protect technology,
inventions and improvements that are considered important to the development
of its business. There can be no assurance that patent applications filed by
the Company will result in the issuance of patents or that any of the
Company's intellectual property will continue to provide competitive
advantages for the Company's products or will not be challenged, circumvented
by others or invalidated.

The Company holds more than 70 U.S. patents, many of which have been
extended into key foreign countries. The most important part of the Company's
patent portfolio relates to the design and production techniques of the
Company's cosmetic lenses. These patents begin to expire in the year 2004. The
Company's patents include patterns for changing the color of and enhancing the
iris, as well as methods for performing the printing operation and promoting
the adhesion of the printed ink to the lens. This group of patents covers both
the technology used by the Company in the production of its cosmetic lenses,
as well as many viable alternatives which could be used to replicate such
production techniques. Another important group of patents covers the Company's
newest lens molding technology, which accommodates a high degree of automation
with correspondingly lower manufacturing cost. The features covered are
casting cup design, numerous process techniques and blister package design.
The Company has filed but not yet received a patent for its automatic lens
inspection system. The Company also holds patents covering a UV-absorbing lens
and a proprietary compound for making such lenses, the design and manufacture
of toric lenses, lens materials and bifocal lens technology.

The Company's policy is to aggressively prosecute and defend its patents and
other proprietary technology. The Company is currently seeking to enforce its
intellectual property rights to cosmetic lenses in a lawsuit pending in Italy.
The prosecution and defense of intellectual property protections, like any
lawsuit, is inherently uncertain and carries no guarantee of success. The
protection of intellectual property in certain foreign countries is
particularly uncertain. There can be no assurance that the prosecution and
defense of its intellectual property will be successful or that the Company
will be able to secure adequate intellectual property protections in the
future.

The Company's trademarks include the following well recognized brand names:
Aquaflex(R), CSI(R), DuraSoft(R), Elegance, FreshLook(R), Gentle Touch,
Hydrocurve, Optifit(R), Polycon(R), Precision UV and SoftPerm(R). The
Company's policy is to register trademarks in countries where registration is
available and deemed necessary or appropriate. Trademark applications are
pending for various marks in the United States and other countries. There are
gaps in registrations, and some marks may not be available for use in various
countries.

In addition to patents and trademarks, the Company owns certain trade
secrets, copyrights, know-how and other intellectual property. The Company
seeks to protect these assets, in part, by entering into confidentiality
agreements with its business partners, consultants and vendors and appropriate
non-competition agreements with its officers and employees. There can be no
assurance that these agreements will not be breached, that the Company will
have adequate remedies for any such breach or that the Company's trade secrets
and other intellectual property will not otherwise become known or be
independently developed by others and thereby become unprotected.

GOVERNMENT REGULATION

The Company's products are generally regulated in the United States and in
foreign countries as "medical devices." As a manufacturer of medical devices,
the Company is subject to regulation in the United States by

64
<PAGE>

the FDA and corresponding state and foreign regulatory agencies where the
Company sells its products. These regulations generally govern the
introduction of new medical devices, the maintenance of certain records, the
tracking of devices and other matters. The regulatory environment in which the
Company operates can be expensive, time-consuming and uncertain.

FDA Regulation. Pursuant to the FDC Act, and the regulations promulgated
thereunder, the FDA regulates the preclinical and clinical testing,
manufacture, labeling, distribution, and promotion of medical devices.
Noncompliance with applicable requirements can result in, among other things,
fines, injunctions, civil penalties, recall or seizure of products, total or
partial suspension of production, failure of the government to grant premarket
clearance or premarket approval for devices, withdrawal of marketing
clearances or approvals and criminal prosecution. The FDA also has the
authority to request the recall, repair, replacement or refund of the cost of
any device manufactured or distributed by the Company.

Under the FDC Act, clearance or approval by the FDA is required prior to the
commercialization of a medical device. The FDA classifies medical devices as
Class I, Class II or Class III, depending on the nature of the medical device
and the existence in the market of any similar devices. The nature of the
clearance or approval procedures is dependent on the classification of the
medical device in question. Class I medical devices are subject to general
controls, including labeling, premarket notification and adherence to the
FDA's good manufacturing practice regulations ("GMP Regulations"). Class II
medical devices are subject to general and special controls, including
performance standards, post-market surveillance, patient registries and FDA
guidelines. Class III medical devices are those which must receive premarket
approval by FDA to ensure their safety and effectiveness, are generally life-
sustaining, life-supporting devices or implantable devices or new devices
which have been found not to be substantially equivalent to currently marketed
medical devices. The Company's products are generally regulated as Class II
medical devices, with some products (extended wear lenses) regulated as Class
III medical devices.

Before a new device can be introduced into the U.S. market, it must receive
from the FDA clearance or approval, either premarket notification clearance
under Section 510(k) of the FDC Act or approval pursuant to the more costly
and time-consuming PMA procedure. The Company's daily wear contact lenses are
generally subject to the 510(k) clearance procedure while its extended wear
contact lenses are subject to the PMA requirements. A PMA application must be
supported by valid scientific evidence to demonstrate the safety and
effectiveness of the device, typically including the results of clinical
trials, bench tests, laboratory and animal studies. The PMA must also contain
a complete description of the device and its components, and a detailed
description of the methods, faculties and controls used to manufacture the
device. In addition, the submission must include the proposed labeling,
advertising literature and any training materials. The PMA process can be
expensive, uncertain and lengthy, and a number of devices for which FDA
approval has been sought by other companies have never been approved for
marketing. Modifications to a device that is the subject of an approved PMA,
its labeling, or manufacturing process may require approval by the FDA of PMA
supplements or new PMAs. Supplements to a PMA often require the submission of
the same type of information required for an initial PMA, except that the
supplement is generally limited to that information needed to support the
proposed change from the product covered by the original PMA.

A 510(k) clearance will be granted if the submitted information establishes
that the proposed device is "substantially equivalent" to a legally marketed
Class I or Class II medical device or a Class III medical device for which the
FDA has not called for PMAs. For any devices that are cleared through the
510(k) process, modifications or enhancements that could significantly affect
safety or effectiveness, or constitute a major change in the intended use of
the device, will require new 510(k) submissions. While less expensive and
time-consuming than obtaining PMA clearance, securing 510(k) clearance may
involve the submission of a substantial volume of data, including clinical
data, and may require a substantive review of six months or more. The Company
markets contact lenses which have received 510(k) clearances as well as lenses
which have been the subject of approved PMA applications.

Any products manufactured or distributed pursuant to 510(k) clearance or an
approved PMA are subject to pervasive and continuing regulation by the FDA,
including recordkeeping requirements and reporting of adverse experience with
the use of the device.

65
<PAGE>

The Company currently has over 20 PMAs and 510(k) clearances for its
products marketed in the United States. New products may require clinical
studies to support a PMA or 510(k) clearance. There is no certainty that
clinical studies involving new products will be completed in a timely manner
or that the data and information obtained will be sufficient to support the
filing of a PMA or 510(k) clearance. There can be no assurance that the
Company will be able to obtain necessary approvals to market new devices or
any other products under development on a timely basis, if at all, and delays
in receipt or failure to receive such approvals, the loss of previously
received approvals, or failure to comply with existing or future regulatory
requirements could have a material adverse effect on the Company's business,
financial condition and results of operations.

The Company has made modifications to its devices which the Company believes
do not require the submission of new 510(k) notices or PMA supplements. There
can be no assurance, however, that the FDA would agree with any of the
Company's determinations not to submit a new 510(k) notice or PMA supplement
for any of these changes or would not require the Company to submit a new
510(k) notice or PMA supplement for any of the changes made to the device. If
the FDA requires the Company to submit a new 510(k) notice or PMA supplement
for any device modification, the Company may be prohibited from marketing the
modified device until the 510(k) notice or PMA supplement is cleared by the
FDA. There can be no assurance that future clearances or approvals, whether
under the 510(k) clearance procedure or the PMA procedure, will be obtained in
a timely fashion or at all. The failure to obtain such clearances or approvals
in a timely fashion or at all could have a material adverse effect on the
Company's business, financial condition or results of operations.

If human clinical trials of a device are required, whether for a 510(k) or a
PMA, and the device presents a "significant risk," the sponsor of the trial
(usually the manufacturer or the distributor of the device) is required to
file an investigational device exemption ("IDE") application prior to
commencing human clinical trials. IDE regulations generally require FDA
approval and approval by an independent institutional review board before a
clinical study may begin. Conforming with IDE regulations can add significant
cost and/or delay to the process of obtaining FDA approval for a medical
device. Submission of an application IDE does not give assurance that the FDA
will approve the IDE application and, if it is approved, there can be no
assurance that the FDA will determine that the data derived from these studies
support the safety and efficacy of the device or warrant the continuation of
clinical studies. Sponsors of clinical trials are permitted to sell
investigational devices distributed in the course of the study provided such
compensation does not exceed recovery of the costs of manufacture, research,
development and handling. An IDE supplement must be submitted to and approved
by the FDA before a sponsor or investigator may make a change to the
investigational plan that may affect its scientific soundness or the rights,
safety or welfare of human subjects.

As a manufacturer of medical devices, the Company is required to register
with the FDA and comply with the FDA's good manufacturing practice
regulations. GMP Regulations require that the Company manufacture its products
and maintain its manufacturing, testing and control activities records in a
prescribed manner. Further, the Company is required to comply with FDA
requirements for labeling and promoting its products. The Company is subject
to periodic inspections by the FDA and can be subjected to a number of
regulatory actions if it is found not to be in compliance with applicable laws
and regulations. If the FDA believes that a company may not be operating in
compliance with applicable laws and regulations, it can record its
observations on a form FDA 483; place the company under observation and
reinspect the facilities; institute proceedings to issue a warning letter
apprising of violative conduct; detain or seize products; mandate a recall;
enjoin future violations; and assess civil and criminal penalties against the
company, its officers or its employees. In addition, clearances or approvals
could be withdrawn in appropriate circumstances. Failure to comply with
regulatory requirements or any adverse regulatory action could have a material
adverse affect on the Company. On occasion, the Company has received
notifications from the FDA of alleged deficiencies in the Company's compliance
with FDA requirements. The Company's Sunnyvale, California; San Diego,
California; Southampton, United Kingdom; Cidra, Puerto Rico; and Des Plaines,
Illinois facilities have been inspected within the past two years. Two form
FDA 483s were issued. The Company responded to one such form with corrective
action which the FDA accepted. In March 1996, the Company objected to the
other form as unfounded. The Company has received no further communications
from the FDA on such matter. The Company does not expect such inspections to
give rise to any material FDA compliance issues or to otherwise have a
material adverse effect on the Company.

66
<PAGE>

Manufacturers of medical devices for marketing in the United States must
also comply with medical device reporting ("MDR") requirements that a firm
report to FDA any incident in which its product may have caused or contributed
to a death or serious injury, or in which its product malfunctioned and, if
the malfunction were to recur, it would be likely to cause or contribute to a
death or serious injury. Labeling and promotional activities are subject to
scrutiny by the FDA and, in certain circumstances, by the FTC. Current FDA
enforcement policy prohibits the marketing of approved medical devices for
unapproved uses.

The Company is subject to routine inspection by the FDA and certain state
agencies for compliance with GMP requirements, MDR requirements, and other
applicable regulations. The FDA has recently finalized changes to the GMP
regulations, including the addition of design control requirements, which will
likely increase the cost of compliance with GMP requirements. There can be no
assurance that the Company will not incur significant costs to comply with
laws and regulations in the future or that laws and regulations will not have
a material adverse effect upon the Company's business, financial condition or
results of operation. The Company believes that all of its products offered
for sale have received all required FDA approvals or clearance, and that it is
in substantial compliance with FDA regulations, including GMP and MDR
requirements.

The Company also is subject to numerous federal, state and local laws
relating to such matters as safe working conditions, manufacturing practices,
environmental protection, fire hazard control and disposal of hazardous or
potentially hazardous substances. There can be no assurance that the Company
will not be required to incur significant costs to comply with such laws and
regulations in the future or that such laws or regulations will not have a
material adverse effect upon the Company's ability to do business.

International Regulation. The Company's products are also subject to
regulation in other countries in which it sells its products. The laws and
regulations of such countries range from comprehensive medical device approval
procedures such as those described above to simple requests for product data
or certifications. The number and scope of these laws and regulations are
increasing. In particular, medical devices in the EU are subject to the EU's
new medical devices directive (the "Directive").

Under the system established by the Directive, all medical devices other
than active implants and in vitro diagnostic products must qualify for CE
marking by June 14, 1998. "CE marking" means the manufacturer certifies that
its product bearing the CE mark satisfies all requirements essential for the
product to be considered safe and fit for its intended purpose. During the
transitional period (from January 1, 1995 to June 14, 1998) medical devices
can be placed on the market and put into service if they comply with the
requirements of the Directive or national requirements that were in force on
December 31, 1994.

In order to qualify for CE marking, the manufacturer must comply with the
"Essential Requirements" of the Directive, relating to the safety and
performance of the product. In order to demonstrate compliance, a manufacturer
is required to undergo a conformity assessment, which includes assessment of
the manufacturer's quality assurance system by self-selected certification
organizations referred to as a "Notified Body." After all necessary conformity
assessment tests have been completed to the satisfaction of the Notified Body
and the manufacturer is convinced that it is in full compliance with the
Directive, CE marking may be affixed on the products concerned. The Company
has undergone such conformity assessment, with two Dutch and one British non-
governmental entities chosen by the Company as its Notified Bodies. The
Company has received CE marking authorization for all products it currently
markets in the EU.

Although member countries must accept for marketing medical devices bearing
a CE marking without imposing further requirements related to product safety
and performance, each country may require the use of its own language or
labels and instructions for use. "National Competent Authorities" who are
required to enforce compliance with the requirements of the Directive, can
restrict, prohibit and recall CE-marked products if they are unsafe. Such a
decision must be confirmed by the European Commission in order to be valid.
Member countries can impose additional requirements as long as they do not
violate the Directive or constitute technical barriers to trade.

Additional approvals from foreign regulatory authorities may be required for
international sale of the Company's products in non-EU countries. Failure to
comply with applicable regulatory requirements can result

67
<PAGE>

in the loss of previously received approvals and other sanctions and could
have a material adverse effect on the Company's business, financial condition
and results of operations.

EMPLOYEES

As of September 28, 1996 (giving effect to the Barnes-Hind Acquisition), the
Company had approximately 2,600 full-time and part-time employees, including
1,671 in the United States (including Puerto Rico), 906 in Europe, and 24 in
the rest of the world. The Barnes-Hind Acquisition resulted in the addition of
approximately 1,583 full-time and part-time employees, including 703 in the
United States, 858 in Europe and 22 in the rest of the world. The Company has
no collective bargaining agreements with any union and believes that its
overall relations with employees are satisfactory.

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

The Company is subject to federal, state, local and foreign environmental
laws and regulations and is subject to liabilities and compliance costs
associated with the past and current handling, processing, storing and
disposing of hazardous substances and wastes. The Company's operations are
also subject to federal, state and local occupational health and safety laws
and regulations. The Company devotes resources to maintaining environmental
regulatory compliance and managing environmental risk and believes that it
conducts its operations in substantial compliance with applicable
environmental and occupational health and safety laws and regulations. The
Company does not expect to incur material capital expenditures for
environmental controls in the current or succeeding fiscal year.

In connection with the Wesley Jessen Acquisition and the Barnes-Hind
Acquisition, the respective sellers, subject to certain limitations, agreed to
retain responsibility for, and indemnify the Company from and against, certain
environmental matters. These matters include addressing a limited area of
historical contamination at the Company's Des Plaines facility and settling
any liability of Barnes-Hind at a Superfund site located in Whittier,
California. Notwithstanding these contractual agreements, the Company could be
pursued in the first instance by governmental authorities or third parties
with respect to certain indemnified matters, subject to the Company's right to
seek indemnification from the appropriate seller. Management does not
currently believe that any such matter will have a material adverse effect on
the business or financial condition of the Company.

REQUIRED DIVESTITURE

In connection with the Barnes-Hind Acquisition, the Company was required to
file a notice with the FTC and the Department of Justice under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended. In connection with such
filing, the FTC requested additional information regarding the effect of the
Barnes-Hind Acquisition on competition in the opaque contact lens market
(opaque lenses change the color of dark eyes). Subsequently, the Company and
the FTC entered into a voluntary consent order which provides, among other
things, that the Company must divest Barnes-Hind's U.S. Natural Touch Product
Line by January 24, 1997 to an FTC-approved acquiror for the purpose of
creating an independent competitor in the opaque contact lens market. The
Company also agreed to supply the acquiror with opaque contact lenses for at
least 18 months following such divestiture, to license on a royalty-free basis
certain patents related to the manufacture, import, offer for sale, sale and
use of opaque contact lenses in the United States and to allow an FTC-
appointed trustee to monitor the divestiture. If the Company fails to divest
the U.S. Natural Touch Product Line according to the terms of the consent
order or if the FTC terminates the divestiture for certain reasons specified
in the consent order, the FTC may direct an independent trustee to divest the
U.S. Natural Touch Product Line. For a period of 10 years after the order
becomes final, the Company is prohibited from acquiring more than a 5%
interest in, or certain assets of, any entity engaged in the opaque contact
lens business in the United States and must notify the FTC in advance of any
proposed change in its corporate structure. The Company is required to file
compliance reports showing that it has fully complied with the consent order
and may be liable for civil penalties for each violation of the consent order.
On January 24, 1997, the Company signed a definitive agreement providing for
the sale of U.S. Natural Touch Product Line. Under the agreement, the Company
will receive aggregate consideration equal

68
<PAGE>

to $7.5 million, consisting of $3.0 million in cash and a four-year $4.5
million promissory note. The promissory note accrues interest at a rate of 12%
per annum, 4% of which is payable-in-kind. As part of the agreement, the
Company will enter into a supply agreement pursuant to which the Company will
supply the purchaser with Natural Touch lenses for sale in the United States
at a profitable price. Consummation of the sale is subject to FTC approval
pursuant to the terms of the consent order. The Company does not expect that
the divestiture will be completed by January 24, 1997. As a result, the
Company will be in violation of the consent order after such date, but does
not believe that the FTC will impose any penalties or take any adverse action
under the consent order in light of the Company's good faith effort to comply
with such order. No assurance can be given, however, that the failure of the
Company to complete the disposition by January 24, 1997 will not result in the
FTC taking action against the Company pursuant to the consent order. The U.S.
Natural Touch Product Line generated net sales of approximately $6.9 million
in the twelve months ended March 31, 1996. The Company does not believe that
the disposition of the U.S. Natural Touch Product Line will have a material
impact on the Company's results of operations.

LEGAL PROCEEDINGS

The Company is currently a party to various claims and legal actions which
arise in the ordinary course of business. The Company believes such claims and
legal actions, individually or in the aggregate, will not have a material
adverse effect on the business, financial condition or results of operations
of the Company. The Company carries insurance coverage in the types and
amounts that management considers reasonably adequate to cover the risks it
faces in the industry in which it competes. There can be no assurance,
however, that such insurance coverage will be adequate to cover all losses
which the Company may incur in future periods.

In connection with the Barnes-Hind Acquisition, Pilkington agreed, subject
to certain limitations, to retain responsibility for, and indemnify the
Company from and against, certain litigation and other claims. Notwithstanding
these contractual agreements, the Company could be pursued in the first
instance by third parties with respect to certain indemnified matters, subject
to the Company's right to seek indemnification from such seller. Management
does not currently believe that any such matter will have a material adverse
effect on the business or financial condition of the Company.

69
<PAGE>

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth certain information with respect to the
Directors, executive officers and certain key employees of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Stephen G. Pagliuca..... 41 Chairman of the Board
Kevin J. Ryan........... 55 President, Chief Executive Officer and Director
Edward J. Kelley........ 48 Vice President, Finance, Chief Financial Officer
and Director
Raleigh S. Althisar,
Jr. ................... 47 Vice President, Worldwide Manufacturing
Lawrence L. Chapoy...... 53 Vice President, Research & Development
William M. Flynn........ 38 Vice President, Pan Asia
Joseph F. Foos.......... 44 Vice President, Scientific Affairs
George H. McCrary....... 53 Vice President, Americas
Daniel M. Roussel....... 47 Vice President, Europe
Thomas F. Steiner....... 50 Vice President, Marketing
Adam W. Kirsch.......... 35 Executive Vice President and Director
John W. Maki............ 36 Vice President and Director
John J. O'Malley........ 49 Director
</TABLE>

The Company anticipates that two or three additional Directors not otherwise
affiliated with the Company or any of its stockholders will be elected by the
Board of Directors following the completion of the Offering.

STEPHEN G. PAGLIUCA has been Chairman of the Board of the Company since its
incorporation. Mr. Pagliuca has been a Managing Director of Bain Capital since
May 1993 and a general partner of Bain Venture Capital since 1989, where he
founded Information Partners. Prior to joining Bain Venture Capital, Mr.
Pagliuca was a partner at Bain & Company, where he provided strategic and
operational advice for clients in the healthcare and information industries.
He also worked as a senior accountant and international tax specialist for
Peat Marwick Mitchell & Company in the Netherlands. Mr. Pagliuca serves as
Chairman of the Board of Dade International Inc. and Physio-Control
International Corporation. He also serves as a director of several other
companies including Coram Healthcare Corporation, Gartner Group, Inc., Medical
Specialties Group, Inc., Physician Quality Care and VIVRA.

KEVIN J. RYAN has served as President, Chief Executive Officer and a
Director of the Company since June 1995. From 1991 to 1995, Mr. Ryan was
President of BioSource Genetics Corporation. From 1987 to 1990, Mr. Ryan
served as President of the Barnes-Hind contact lens business; from 1983 to
1987, as President of Revlon VisionCare (a division of Revlon, Inc.); and from
1978 to 1983, as President of Barnes-Hind (then a part of Revlon VisionCare).

EDWARD J. KELLEY has served as Vice President, Finance, Chief Financial
Officer and a Director of the Company since June 1995. Prior to joining the
Company, Mr. Kelley served as the President, Asia Pacific and Latin America of
Barnes-Hind and its Chief Financial Officer. Prior to joining Barnes-Hind, Mr.
Kelley held positions of increasing responsibility with Simon & Schuster,
Revlon Health Care and Peat Marwick Mitchell & Company.

RALEIGH S. ALTHISAR, JR. has served as Vice President, Worldwide
Manufacturing of the Company since October 1996. Prior to joining the Company,
Mr. Althisar served as Executive Vice President, Worldwide Manufacturing of
Barnes-Hind. Prior thereto, he held positions of increasing responsibility
with the Sola division of Barnes-Hind, Suntex Ophthalmics, Retail Optical
Management and Milton Roy Ophthalmics.

LAWRENCE L. CHAPOY has served as Vice President, Research & Development of
the Company since 1993. Prior to joining the Company, Dr. Chapoy spent eight
years with Mont Edison Chemical Company as a Project Researcher and fifteen
years as a University Professor at the Polytechnic University of Denmark.

70
<PAGE>

WILLIAM M. FLYNN has served as the Vice President, Pan Asia of the Company
since 1994. Prior to being named to his current position, Mr. Flynn served as
International Finance Manager for two years and in the other positions in the
Finance Department of Schering-Plough Corporation for two years. In addition,
Mr. Flynn held a variety of finance positions with Prudential Insurance
Company of America and RCA Records.

JOSEPH F. FOOS has served as Vice President, Scientific Affairs of the
Company since 1994. Mr. Foos joined Wesley Jessen in 1987 and has served as
Manager, Quality for two years, Project Manager for Research and Development
Pilot Manufacturing and various other positions of increasing responsibility.

GEORGE H. MCCRARY has served as Vice President, Americas of the Company
since 1996. Prior to joining the Company, Mr. McCrary worked for Aladan Corp.,
as Director of Sales and Marketing, and prior thereto, for Pracon
Communications, a Reed Elsevier Medical Company, as Vice President, General
Manager. Prior thereto, Mr. McCrary held the position of Senior Vice President
of Sales, Marketing and Distribution for Foster Grant Corporation and prior to
that, Vice President Sales and Marketing, Consumer Products Division for
Revlon VisionCare. Before joining Revlon VisionCare, he held sales and
marketing positions of increasing responsibility with the Warner Lambert
Company.

DANIEL M. ROUSSEL has served as Vice President, Europe of the Company since
1995. Previously, Mr. Roussel served for three years as General Manager Wesley
Jessen, France and in marketing positions with Schering-Plough for eight years
prior thereto.

THOMAS F. STEINER has served as Vice President, Marketing of the Company
since 1996. Mr. Steiner has served in various marketing-related positions
since joining the Company in 1982. Prior to joining the Company, Mr. Steiner
worked at Sara Lee Corporation for seven years as Group Product Manager and
Project Research Manager. Mr. Steiner also worked at J. Walter Thompson
Company as Associate Research Director.

ADAM W. KIRSCH has been Executive Vice President of the Company since June
1995 and a Director of the Company since its incorporation. Mr. Kirsch has
been a Managing Director of Bain Capital since May 1993 and a general partner
of Bain Venture Capital since 1990. Mr. Kirsch joined Bain Venture Capital in
1985 as an associate, and prior to joining Bain Venture Capital, Mr. Kirsch
was a consultant at Bain & Company, where he worked in mergers and
acquisitions. He serves on the board of several companies including Duane
Reade, Inc., Stage Stores, Inc., Brookstone, Inc. and Dade International Inc.

JOHN W. MAKI has been a Director of the Company since November 1996 and a
Vice President of the Company since June 1995. Mr. Maki has been a Principal
at Bain Capital since 1995 and was an associate at Bain Capital from 1993 to
1995 and at Bain Venture Capital from 1988 to 1993. Prior to joining Bain
Venture Capital, Mr. Maki was a consultant at Bain & Company, where he
specialized in healthcare and consumer product companies. He also serves on
the board of Medical Specialties Group, Inc.

JOHN J. O'MALLEY has been a Director of the Company since November 1996. Mr.
O'Malley has been an Executive Vice President of Bain Capital since 1993. From
1991 to 1993, Mr. O'Malley was President and Chief Executive Officer of
Robertson Ceco, an international construction products and engineering
company. From 1986 to 1991, he was Executive Vice President of HMK Group Inc.,
a diversified manufacturing and services company. Mr. O'Malley is also a
director of Physio-Control International Corporation, GS Industries, Inc. and
Medical Specialties Group, Inc.

Directors of the Company are currently elected annually by its stockholders
to serve during the ensuing year or until their respective successors are duly
elected and qualified. Executive officers of the Company are duly elected by
the Board of Directors to serve until their respective successors are elected
and qualified. There are no family relationships between any of the Directors
or executive officers of the Company.

Prior to the completion of the Offering, the Board will be divided into
three classes, as nearly equal in number as possible, with each Director
serving a three-year term and one class being elected at each year's annual
meeting of stockholders. The Company's By-laws provide that Directors shall be
elected by a plurality vote, with no cumulative voting. Mr. Maki and one or
two of the additional directors anticipated to be appointed by the

<PAGE>

Board will be in the class of directors whose term expires at the 1998 annual
meeting of the Company's stockholders. Messrs. Kirsch, Kelley and one of the
additional directors anticipated to be appointed by the Board following the
Offering will be in the class of directors whose term expires at the 1999
annual meeting of the Company's stockholders. Messrs. Pagliuca, Ryan and
O'Malley following the Offering will be in the class of directors whose term
expires at the 2000 annual meeting of the Company's stockholders. At each
annual meeting of the Company's stockholders, successors to the class of
directors whose term expires at such meeting will be elected to serve for
three-year terms and until their respective successors are elected and
qualified. The Company intends to hold its first annual meeting of
stockholders following the completion of the Offering in 1998.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation paid
or accrued for the years ended December 31, 1996 and 1995 for the Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company as of the end of the last fiscal year (the "Named
Executives"). The amounts shown include the combined compensation for services
in all capacities that were provided to the Predecessor from January 1, 1995
through June 28, 1995, and to the Company from June 29, 1995 through December
31, 1995.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------- ------------
SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS (A) COMPENSATION (B) OPTIONS (C) COMPENSATION
- ------------------ ---- -------- --------- ---------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Kevin J. Ryan (d)....... 1996 $250,008 $590,000 $ -- 126,398 $1,800(e)
President and Chief 1995 127,885 125,000 -- 1,018,202 720(e)
Executive Officer
Edward J. Kelley (f).... 1996 175,000 417,500 -- 35,800 688(g)
Chief Financial Officer 1995 83,574 87,500 -- 234,969 145(c)
and Vice President,
Finance
Lawrence L. Chapoy...... 1996 146,100 216,228 -- 5,592 841(g)
Vice President, Research 1995 143,100 10,000 -- 67,137 5,870(h)
& Development
Daniel M. Roussel....... 1996 133,843 184,703 -- 15,621 --
Vice President, Europe 1995 127,339 20,000 -- 134,271 --
Thomas F. Steiner....... 1996 120,000 177,600 -- 16,103 668(g)
Vice President,
Marketing 1995 120,000 18,000 -- 100,698 9,404(i)
</TABLE>
- --------
(a) Reflects bonuses received by such Named Executives as a result of the
Company meeting certain performance targets in such fiscal year. The
Company expects to pay bonuses to Messrs. Ryan, Kelly, Chapoy, Roussel and
Steiner in 1997 as a result of the Company meeting certain performance
targets in fiscal 1996. To date, the amount of such bonuses have not been
determined by the Board. The bonus amounts set forth in the table for 1996
are estimates based on the anticipated operating results of the Company
for fiscal 1996 and, therefore, are subject to change. Bonus estimates for
1996 also include payments expected to be made under the Company's profit
sharing plan in the following amounts: Mr. Ryan--$15,000; Mr. Kelley--
$15,000; Mr. Chapoy--$14,610; and Mr. Steiner--$12,000. Mr. Roussel is not
eligible to participate in such plan.
(b) None of the perquisites and other benefits paid to each Named Executive in
1996 or 1995 exceeded 10% of the total annual salary and bonus received by
such Named Executive during that year.
(c) Gives effect to the Stock Split.
(d) Mr. Ryan commenced employment with the Company in June 1995.
(e) Reflects premium payments made by the Company on behalf of such Named
Executives for life insurance.
(f) Mr. Kelley commenced employment with the Company in June 1995.

72
<PAGE>

(g) Reflects premium payments made by the Company on behalf of such Named
Executives for life and long-term disability insurance as follows: Mr.
Kelley--$435; Mr. Chapoy--$554; and Mr. Steiner--$403; and premium
payments for long-term disability insurance as follows: Mr. Kelley--$253;
Mr. Chapoy--$287; and Mr. Steiner--$265.
(h) Includes $5,329 paid by Schering-Plough under its Profit Sharing Plan
prior to the Wesley Jessen Acquisition and $541 as a result of premium
payments made by the Company on behalf of Mr. Chapoy for life insurance.
(i) Includes $9,003 paid by Schering-Plough under its Profit Sharing Plan
prior to the Wesley Jessen Acquisition and $401 as a result of premium
payments made by the Company on behalf of Mr. Steiner for life insurance.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding stock options granted
by the Company to the Named Executives during the Company's last fiscal year
(giving effect to the Reclassification and the Stock Split).

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK
SECURITIES OPTIONS MARKET PRICE PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR ON DATE OF FOR OPTION TERM (D)
OPTIONS EMPLOYEES IN BASE PRICE GRANT EXPIRATION -------------------
NAME GRANTED (#)(A) FISCAL YEAR ($/SHARE) ($/SHARE) (B) DATE (C) 5%($) 10%($)
---- -------------- ------------ ----------- ------------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Kevin J. Ryan .......... 126,398 21.8% $7.24 $7.24 10/21/06 $575,320 $1,457,665
Edward J. Kelley ....... 35,800 6.2 7.24 7.24 10/21/06 162,949 412,858
Lawrence L. Chapoy...... 5,592 1.0 7.24 7.24 10/21/06 25,454 64,492
Daniel M. Roussel ...... 15,621 2.7 7.24 7.24 10/21/06 71,100 180,144
Thomas F. Steiner ...... 16,103 2.8 7.24 7.24 10/21/06 73,296 185,708
</TABLE>
- --------
(a) Options were immediately exercisable on the date of grant.
(b) Market price was determined in good faith by the Company's Board of
Directors on the date of grant.
(c) Options will expire the earlier of 30 days after the date of termination
or October 21, 2006.
(d) Amounts reflect certain assumed rates of appreciation set forth in the
executive compensation disclosure rules of the Securities and Exchange
Commission (the "Commission"). Actual gains, if any, on stock option
exercises depend on future performance of the Company's stock and overall
market conditions. At an annual rate of appreciation of 5% per year for
the option term, the price of the Common Stock would be approximately
$11.79 per share. At an annual rate of appreciation of 10% per year for
the option term, the price of the Common Stock would be approximately
$18.77 per share.

FISCAL YEAR-END OPTION VALUES

The following table sets forth information concerning options outstanding at
the end of the last fiscal year held by the Named Executives (giving effect to
the Reclassification and the Stock Split). There were no options exercised in
the last fiscal year for securities of the Company.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END (#) AT FY-END ($)
ACQUIRED ON VALUE ------------------------- -----------------------------
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE/EXERCISABLE UNEXERCISABLE/EXERCISABLE (1)
- ---- ------------ ------------ ------------------------- -----------------------------
<S> <C> <C> <C> <C>
Kevin J. Ryan........... -- -- 293,712/850,888 $4,691,841/$11,594,074
Edward J. Kelley........ -- -- 58,742/212,027 938,368/2,857,134
Lawrence L. Chapoy...... -- -- 17,902/54,827 285,985/757,832
Daniel M. Roussel....... -- -- 35,806/114,086 571,969/1,554,543
Thomas F. Steiner....... -- -- 26,852/89,949 428,957/1,204,311
</TABLE>
- --------
(1) Assumes a fair market value of the Common Stock at December 31, 1996 equal
to $16.00 per share.

73
<PAGE>

DIRECTOR COMPENSATION

Directors of the Company currently do not receive a salary or an annual
retainer for their services. The Company expects, however, that new non-
employee Directors not otherwise affiliated with the Company or its
stockholders will be paid an annual cash retainer of $10,000 and will be
reimbursed for all reasonable expenses incurred in attending Board meetings.
Such Directors will also be entitled to participate in the Company's 1997 Non-
Employee Directors Stock Option Plan.

COMMITTEES OF THE BOARD OF DIRECTORS

Prior to the Offering, the Board of Directors of the Company (the "Board of
Directors" or the "Board") had no formal committees. Immediately prior to the
completion of the Offering, the Board of Directors will establish two
committees: (i) an Audit Committee and (ii) a Compensation Committee.

The Audit Committee will make recommendations to the Board of Directors
regarding the independent auditors to be nominated for election by the
stockholders and will review the independence of such auditors, approve the
scope of the annual audit activities of the independent auditors, approve the
audit fee payable to the independent auditors and review such audit results.
The Audit Committee is expected to be comprised of a majority of Directors not
otherwise affiliated with the Company or its stockholders. Price Waterhouse
LLP presently serves as the independent auditors of the Company.

The duties of the Compensation Committee will be to provide a general review
of the Company's compensation and benefit plans to ensure that they meet
corporate objectives. In addition, the Compensation Committee will review the
President's recommendations on (i) compensation of all officers of the Company
and (ii) adopting and changing major Company compensation policies and
practices, and report its recommendations to the whole Board of Directors for
approval and authorization. The Compensation Committee will administer the
Company's Stock Plans and is expected to be comprised of at least two non-
employee Directors (as defined in Rule 16b-3 under the Exchange Act). The
Board may also establish other committees to assist in the discharge of its
responsibilities.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to the Offering, the Company did not have a compensation committee.
Instead, compensation decisions regarding the Company's executive officers
were made by the Board of Directors. Messrs. Ryan and Kelley, both executive
officers of the Company, serve on the Board of Directors of the Company. The
compensation for both Messrs. Ryan and Kelley for the year ended December 31,
1996 was established pursuant to the terms of their respective employment
agreements with the Company.

EMPLOYMENT AGREEMENTS

On June 28, 1995, the Company and Kevin J. Ryan entered into an employment
agreement (the "Employment Agreement"), pursuant to which Mr. Ryan agreed to
serve as President and Chief Executive Officer of the Company for a period
that will end with Mr. Ryan's resignation, death or disability, or upon
termination by the Company, with or without cause. Under the Employment
Agreement, Mr. Ryan will receive (i) an annual base salary equal to at least
$250,000; (ii) an annual bonus based on the Company's achievement of certain
targeted operating results; and (iii) certain fringe benefits. If Mr. Ryan's
employment is terminated by the Company without cause (as defined therein), he
will be entitled to receive his base salary and fringe benefits for 12 months
following such termination in addition to his bonus for the year in which his
employment was terminated, pro rated based on the number of days elapsed in
the year, if he would have otherwise been entitled to receive such bonus had
he not been terminated. Mr. Ryan has agreed not to compete with the Company
for a period of one year following his termination of employment with the
Company and not to disclose any confidential information at any time without
the prior written consent of the Company.

74
<PAGE>

On June 28, 1995, Edward J. Kelley entered into an employment agreement with
the Company containing substantially similar terms as those described above.
Under such agreement, Mr. Kelley has agreed to serve as the Chief Financial
Officer of the Company for (i) an annual base salary equal to at least
$175,000; (ii) an annual bonus based on the Company's achievement of certain
targeted operating results; and (iii) certain fringe benefits.

MANAGEMENT BONUS PLAN

In May 1996, the Board of Directors adopted the Wesley Jessen Corporation
Professional Incentive Plan for calendar year 1996 (the "Bonus Plan"). Under
the Bonus Plan, participants will be eligible to earn an annual bonus upon the
achievement of certain personalized operating achievement targets, anticipated
to be based on the Company's EBITDA and cash flow. The annual bonus will be
equal to a specified percentage of a participant's annual salary (the "Target
Percentage"), subject to increase based on achievement beyond targeted levels.
Bonuses under the Bonus Plan are not subject to any cap. The Company
anticipates approximately 65 employees will be eligible to participate in the
Bonus Plan for the 1996 fiscal year, including each of the Named Executives.
The Company anticipates that it will adopt similar bonus programs for 1997 and
thereafter.

STOCK OPTIONS

1995 Stock Plan. In connection with the Wesley Jessen Acquisition, the Board
of Directors adopted the Wesley-Jessen Holding, Inc. 1995 Stock Purchase and
Option Plan (the "1995 Stock Plan"), which authorized the grant of stock
options, including options that are intended to qualify as "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code
("ISOs"), and sales of Class L Common or Common Stock to current or future
employees, directors, consultants or advisors of the Company or its
subsidiaries. Under the 1995 Stock Plan (without giving effect to the
Reclassification and Stock Split), the Board was authorized to sell any class
or classes of Common Stock at any time prior to the termination of the 1995
Stock Plan in such quantity, at such price, on such terms and subject to such
conditions as established by the Board up to an aggregate of 15,000 shares of
Class L Common and 835,000 shares of Common Stock (including shares of Common
Stock with respect to which options may be granted), subject to adjustment
upon the occurrence of certain events to prevent any dilution or expansion of
the rights of participants that might otherwise result from the occurrence of
such events. Giving effect to the Reclassification and Stock Split, an
aggregate of 490,439 shares of Common Stock were sold to members of the
Company's management and options to purchase an aggregate of 2,193,052 shares
of Common Stock were granted under the 1995 Stock Plan. Stock and options sold
or granted under the 1995 Stock Plan are subject to various restrictions that
limit the transferability of such shares and subject such shares to repurchase
at a predetermined price upon the termination of a participant's employment
with the Company. The 1995 Stock Plan was terminated in 1996.

The options granted under the 1995 Stock Plan consist of: (i) options to
purchase an aggregate of 469,940 shares of Common Stock that vest in equal
installments over a four-year period beginning on June 28, 1996 and options to
purchase an aggregate of 313,293 shares of Common Stock that vest in equal
installments over a five-year period beginning on April 5, 1996 (collectively,
the "Time Vesting Options"), all of which have an exercise price of
approximately $0.03 per share; (ii) options to purchase an aggregate of
704,909 shares of Common Stock that were immediately exercisable on the date
of grant at an exercise price of approximately $1.18 per share; and (iii)
options to purchase an aggregate of 704,909 shares of Common Stock that were
immediately exercisable on the date of grant at an exercise price of
approximately $2.34 per share. The Time Vesting Options become immediately
exercisable in the event the Company is sold or if at any time after the
Company completes an initial public offering, Bain Capital and its related
investors cease to own at least 20% of the outstanding Common Stock.

1996 Stock Plan. On October 22, 1996, the Board of Directors and the
stockholders of the Company adopted the Wesley-Jessen Holding, Inc. 1996 Stock
Option Plan (the "1996 Stock Plan"). The 1996 Stock Plan authorizes the grant
of stock options, including ISOs, to current and future employees, Directors,
consultants and advisors of the Company or its subsidiaries. The 1996 Stock
Plan authorizes the granting of stock options up to an aggregate of 424,518
shares of Common Stock, subject to adjustment upon the occurrence of certain
events. The Company has granted options for all of the shares authorized by
the 1996 Stock Plan. Options to purchase

75
<PAGE>

an aggregate of 267,872 shares of Common Stock were immediately exercisable on
the date of grant at an exercise price of approximately $7.24 per share and
options to purchase an aggregate of 156,647 shares of Common Stock vest in
equal installments over a five-year period beginning on October 22, 1997, at
an exercise price of approximately $7.24 per share. No additional options are
currently available to be granted under the 1996 Stock Plan.

1997 Stock Incentive Plan. Prior to consummation of the Offering, the Board
and stockholders of the Company will approve the Wesley Jessen VisionCare,
Inc. 1997 Stock Incentive Plan (the "1997 Stock Plan"). The 1997 Stock Plan
will be administered by a Compensation Committee (the "Committee") composed of
at least two Non-Employee Directors (as that term is defined in Rule 16b-3
under the Exchange Act), who will be appointed by the Board. Certain
employees, advisors and consultants of the Company will be eligible to
participate in the 1997 Stock Plan (a "Participant"). The Committee will be
authorized under the 1997 Stock Plan to select the Participants and determine
the terms and conditions of the awards under the 1997 Stock Plan. The 1997
Stock Plan will provide for the issuance of the following types of incentive
awards: stock options, stock appreciation rights, restricted stock,
performance grants and other types of awards that the Compensation Committee
deems consistent with the purposes of the 1997 Stock Plan. An aggregate of
800,000 shares of Common Stock of the Company have been reserved for issuance
under the 1997 Stock Plan, subject to certain adjustments reflecting changes
in the Company's capitalization. The 1997 Stock Plan will provide that
Participants will be limited to receiving awards relating to no more than
50,000 shares of Common Stock per year.

Options granted under the 1997 Stock Plan may be either incentive stock
options ("ISOs") or such other forms of non-qualified stock options ("NQOs")
as the Committee may determine. ISOs are intended to qualify as "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"). The exercise price of (i) an ISO granted to
an individual who owns shares possessing more than 10% of the total combined
voting power of all classes of stock of the Company (a "10% Owner") will be at
least 110% of the fair market value of a share of common stock on the date of
grant and (ii) an ISO granted to an individual other than a 10% Owner and an
NQO will be at least 100% of the fair market value of a share of Common Stock
on the date of grant.

Options granted under the 1997 Stock Plan may be subject to time vesting and
certain other restrictions at the sole discretion of the Committee. Subject to
certain exceptions, the right to exercise an option generally will terminate
at the earlier of (i) the first date on which the initial grantee of such
option is not employed by the Company for any reason other than termination
without cause, death or permanent disability or (ii) the expiration date of
the option. If the holder of an option dies or suffers a permanent disability
while still employed by the Company, the right to exercise all unexpired
installments of such option shall be accelerated and shall vest as of the
latest of the date of such death, the date of such permanent disability and
the date of the discovery of such permanent disability, and such option shall
be exercisable, subject to certain exceptions, for 180 days after such date.
If the holder of an option is terminated without cause, to the extent the
option has vested, such option will be exercisable for 30 days after such
date.

All outstanding awards under the 1997 Stock Plan will terminate immediately
prior to consummation of a liquidation or dissolution of the Company, unless
otherwise provided by the Board. In the event of the sale of all or
substantially all of the assets of the Company or the merger of the Company
with another corporation, all restrictions on any outstanding awards will
terminate and Participants will be entitled to the full benefit of their
awards immediately prior to the closing date of such sale or merger, unless
otherwise provided by the Board.

The Board generally will have the power and authority to amend the 1997
Stock Plan at any time without approval of the Company's stockholders, subject
to applicable federal securities and tax laws limitations (including
regulations of the Nasdaq National Market).

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<PAGE>

EMPLOYEE STOCK PURCHASE PLAN

The Wesley Jessen VisionCare, Inc. Employee Stock Discount Purchase Plan
(the "Employee Stock Purchase Plan") will be approved by the Board and
stockholders prior to the consummation of the Offering. The Employee Stock
Purchase Plan will be established to give employees desiring to do so a
convenient means of purchasing shares of Common Stock through payroll
deductions. The Employee Stock Purchase Plan will provide an incentive to
participate by permitting purchases at a discounted price. The Company
believes that ownership of stock by employees will foster greater employee
interest in the success, growth and development of the Company.

Subject to certain restrictions, each employee of the Company who is a U.S.
resident or a U.S. citizen temporarily on location at a facility outside of
the United States will be eligible to participate in the Employee Stock
Purchase Plan if he or she has been employed by the Company for more than six
months. Participation will be discretionary with each eligible employee. The
Company will reserve 500,000 shares of Common Stock for issuance in connection
with the Employee Stock Purchase Plan. Each eligible employee will be entitled
to purchase a maximum of 500 shares per year. Elections to participate and
purchases of stock will be made on a quarterly basis. Each participating
employee contributes to the Employee Stock Purchase Plan by choosing a payroll
deduction in any specified amount, with a minimum deduction of $25.00 per
payroll period. A participating employee may increase or decrease the amount
of such employee's payroll deduction, including a change to a zero deduction
as of the beginning of any calendar quarter. Elected contributions will be
credited to participants' accounts at the end of each calendar quarter. In
addition, employees may make lump sum contributions at the end of the year to
enable them to purchase the maximum number of shares available for purchase
during the plan year.

Each participating employee's contributions will be used to purchase shares
for the employee's share account within 15 days after the last day of each
calendar quarter. The cost per share will be 85% of the lower of the closing
price of the Company's Common Stock on the Nasdaq National Market on the first
or the last day of the calendar quarter. The number of shares purchased on
each employee's behalf and deposited in his/her share account will be based on
the amount accumulated in such participant's cash account and the purchase
price for shares with respect to any calendar quarter. Shares purchased under
the Employee Stock Purchase Plan carry full rights to receive dividends
declared from time to time. Under the Employee Stock Purchase Plan, any
dividends attributable to shares in the employee's share account will be
automatically used to purchase additional shares for such employee's share
account. Share distributions and share splits will be credited to the
participating employee's share account as of the record date and effective
date, respectively. A participating employee will have full ownership of all
shares in such employee's share account and may withdraw them for sale or
otherwise by written request to the Committee following the close of each
calendar quarter. Subject to applicable federal securities and tax laws, the
Board of Directors will have the right to amend or to terminate the Employee
Stock Purchase Plan. Amendments to the Employee Stock Purchase Plan will not
affect a participating employee's right to the benefit of the contributions
made by such employee prior to the date of any such amendment. In the event
the Employee Stock Purchase Plan is terminated, the Committee will be required
to distribute all shares held in each participating employee's share account
plus an amount of cash equal to the balance in each participating employee's
cash account.

NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

The 1997 Non-Employee Director Stock Option Plan (the "Director Option
Plan") will be adopted and approved by the Board and stockholders prior to the
consummation of the Offering. The Director Option Plan will be established to
encourage stock ownership by certain Directors of the Company and to provide
those individuals with an additional incentive to manage the Company in the
shareholders' best interests and to provide a form of compensation that will
attract and retain highly qualified individuals as members of the Board. The
Director Option Plan will provide for the granting of options to non-employee
Directors, as defined, covering an aggregate of 250,000 shares of Common Stock
of the Company, subject to certain adjustments reflecting changes in the
Company's capitalization.

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<PAGE>

The Committee or the full Board will be authorized under the Director Option
Plan to make discretionary grants of options and determine the terms and
conditions of such options. In addition, the Director Option Plan will provide
for an initial one-time grant of options to purchase 10,000 shares of Common
Stock to each non-employee Director serving as a member of the Board upon the
effectiveness of the Director Option Plan or to any new non-employee Director
upon being elected to the Board. The Director Option Plan will also provide
that each non-employee Director shall automatically be granted options to
purchase 2,000 shares of Common Stock upon each anniversary of such Director's
election to the Board (which will be granted at the Company's next annual
meeting of stockholders following such anniversary). The Director Option Plan
requires that the exercise price for each option granted under the plan must
equal 100% of the fair market value of the Company's Common Stock on the date
the option is granted. The initial one-time grants will be immediately
exercisable and the annual grants will vest in three equal installments
commencing on the first anniversary of the grant date. Nothing contained in
the Director Option Plan or any agreement to be executed pursuant to the
Director Option Plan will obligate the Company, its Board or its stockholders
to retain an optionee as a Director of the Company.

WESLEY JESSEN RETIREMENT PLAN

Substantially all full-time United States and Puerto Rico employees of the
Company participate in the Wesley Jessen Cash Balance Pension Plan (the
"Retirement Plan"), a defined benefit plan intended to qualify under Section
401(a) of the Code. The Retirement Plan became effective on January 1, 1996.
The Retirement Plan is a cash balance plan whereby each participant's benefits
are determined based on annual pay credits and interest credits made to each
participant's account. In general, a participant becomes vested under the
Retirement Plan upon completion of five years of service.

Annual pay credits range from 3.0% to 6.0% of compensation, depending on a
participant's length of service with the Company. Compensation refers to
pension eligible earnings of a participant under the Retirement Plan (up to
$150,000 for 1995, as limited by the Code), including base pay, overtime, and
pre-tax deferrals, but excluding bonuses, stipends, special items such as
allowances for living expenses and employer contributions to benefit plans.

Interest credits are based on a participant's account balance on the last
day of each calendar month and the plan's interest credit rate. This interest
credit rate is determined for each calendar quarter and equals the value as of
the immediately preceding calendar quarter of the average yield on 30-day
Treasury bills for the week in which each day falls, subject to a 4.0% minimum
and 12.0% maximum rate.

No pay or interest credits are granted under the Retirement Plan for periods
of employment prior to June 29, 1995. However, service is calculated from date
of hire for the purpose of determining the level of pay credit for the plan
year. The normal retirement age under the plan is age 65. Benefits are
computed on a straight line basis. The Company contributes actuarially
determined amounts to fund benefits under the Retirement Plan within
regulatory minimum requirements and maximum tax deductible limits.

The aggregate estimated annual benefits payable from the Retirement Plan to
Messrs. Ryan, Kelley, Chapoy, and Steiner upon normal retirement age is
$6,070, $15,590, $11,964, and $29,109, respectively. Mr. Roussel is not
eligible to participate in the Retirement Plan. As of December 31, 1996,
Messrs. Ryan, Kelley, Chapoy, and Steiner had approximately 1, 1, 3, and 13
years of credited service, respectively, under the Retirement Plan.

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<PAGE>

PRINCIPAL STOCKHOLDERS

The table below sets forth certain information regarding the equity
ownership of the Company (a) as of December 31, 1996 and (b) immediately
following the Offering and giving effect to the Reclassification and Stock
Split (at an assumed public offering price of $15.50 per share and closing
date of the Offering of February 12, 1997), by: (i) each person or entity who
beneficially owns five percent or more of the Common Stock; (ii) each Director
and the Named Executives; and (iii) all Directors and executive officers of
the Company as a group. Unless otherwise stated, each of the persons named in
the table has sole voting and investment power with respect to the securities
beneficially owned by it or him as set forth opposite its or his name.
Beneficial ownership of the Common Stock listed in the table has been
determined in accordance with the applicable rules and regulations promulgated
under the Exchange Act. The actual number of shares of Common Stock to be
issued to each existing stockholder in the Reclassification and the Stock
Split is subject to change based upon changes in the initial public offering
price and the closing date of this Offering. See "The Reclassification."

<TABLE>
<CAPTION>
COMMON STOCK
COMMON STOCK OWNED OWNED AFTER
PRIOR TO THE THE
OFFERING OFFERING(1)
------------------ ------------
NUMBER OF
NAME AND ADDRESS SHARES PERCENT PERCENT
- ---------------- ---------- ------- ------------
<S> <C> <C> <C>
PRINCIPAL STOCKHOLDERS:
Bain Capital Funds (2)......................... 12,965,244 90.9% 77.4%
c/o Bain Capital, Inc.
Two Copley Place
Boston, Massachusetts 02116
BT Investment Partners, Inc. (3) .............. 691,068 4.9 4.1
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
DIRECTORS AND EXECUTIVE OFFICERS:
Stephen G. Pagliuca (4)(5) .................... 12,965,244 90.9 77.4
Kevin J. Ryan (6)(7) .......................... 1,087,559 7.2 6.2
Edward J. Kelley (8) .......................... 290,919 2.0 1.7
Lawrence L. Chapoy (9) ........................ 66,097 * *
Daniel M. Roussel (10)......................... 136,622 1.0 *
Thomas F. Steiner (11) ........................ 106,856 * *
Adam W. Kirsch (4)(5).......................... 12,965,244 90.9 77.4
John W. Maki (4)(5) ........................... 1,785,027 12.5 10.7
John J. O'Malley (4)(5) ....................... 1,785,027 12.5 10.7
All Directors and executive officers as a group
(13 persons) (12) ............................ 14,820,913 94.3 81.3
</TABLE>
- --------
*Represents less than one percent.
(1) Assumes no exercise of the Underwriters' over-allotment option and does
not give effect to any purchases, if any, by such persons named in the
table in the Offering.

(2) Includes 5,213,669 shares of Common Stock held by Bain Capital Fund IV,
L.P. ("Fund IV"); 5,966,548 shares of Common Stock held by Bain Capital
Fund IV-B, L.P. ("Fund IV-B"); 833,680 shares of Common Stock held by
BCIP Associates ("BCIP"); and 951,347 shares of Common Stock held by BCIP
Trust Associates, L.P. ("BCIP Trust" and collectively with Fund IV, Fund
IV-B and BCIP, the "Bain Capital Funds").
(3) BT Investment Partners, Inc. ("BTIP") owns 5.4% of the Common Stock prior
to the Offering (without giving effect to the Reclassification). The
shares of Common Stock owned by BTIP currently represent approximately
4.9% of the outstanding shares of Common Stock and Class L Common
(without giving effect to the Reclassification). BTIP also is a limited
partner in Fund IV-B.

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<PAGE>

(4) The address of such person is c/o Bain Capital, Inc., Two Copley Place,
Boston, Massachusetts 02116.
(5) Messrs. Pagliuca, Kirsch, Maki and O'Malley are each Directors of the
Company. Messrs. Pagliuca and Kirsch are each Managing Directors of Bain
Capital Investors, Inc. ("BCII") and limited partners of Bain Capital
Partners IV, L.P., the sole general partner of Fund IV and Fund IV-B.
BCII is the sole general partner of Bain Capital Partners IV, L.P.
Accordingly, Messrs. Pagliuca and Kirsch may be deemed to beneficially
own shares owned by Fund IV and Fund IV-B. Messrs. Pagliuca, Kirsch, Maki
and O'Malley are each general partners of BCIP and BCIP Trust and,
accordingly, may be deemed to beneficially own shares owned by such
funds. Each such person disclaims beneficial ownership of any such shares
in which he does not have a pecuniary interest.
(6) The address of such person is c/o the Company, 333 East Howard Avenue,
Des Plaines, Illinois 60018-5903.
(7) Includes 850,888 shares of Common Stock that can be acquired through
currently exercisable options. Certain of Mr. Ryan's shares are held by
an individual retirement account for his sole benefit.
(8) Includes 212,027 shares of Common Stock that can be acquired through
currently exercisable options. Certain of Mr. Kelley's shares are held by
an individual retirement account for his sole benefit.
(9) Includes 54,826 shares of Common Stock that can be acquired through
currently exercisable options.
(10) Includes 114,086 shares of Common Stock that can be acquired through
currently exercisable options.
(11) Includes 89,950 shares of Common Stock that can be acquired through
currently exercisable options.

(12) Includes an aggregate of 1,462,346 shares of Common Stock that can be
acquired through currently exercisable options held by the executive
officers of the Company. Excluding the shares owned by the Bain Capital
Funds that are attributed to Messrs. Pagliuca, Kirsch, Maki and O'Malley,
the Directors and executive officers of the Company as a group would own
1,855,669 shares of Common Stock, representing approximately 11.8% of the
outstanding Common Stock prior to the Offering.

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<PAGE>

CERTAIN TRANSACTIONS

ADVISORY AGREEMENT

On June 28, 1995, the Company entered into an Advisory Agreement with Bain
Capital pursuant to which Bain Capital agreed to provide management
consulting, advisory services and support, negotiation and analysis of
financial alternatives, acquisitions and dispositions and other services
agreed upon by the Company and Bain Capital. Messrs. Pagliuca, Kirsch, Maki
and O'Malley are all Directors of the Company. Messrs. Pagliuca and Kirsch are
each Managing Directors of Bain Capital, Mr. Maki is a Principal of Bain
Capital and Mr. O'Malley is an Executive Vice President of Bain Capital.
Pursuant to the Advisory Agreement, the Company agreed to pay Bain Capital:
(i) a financial advisory fee of $600,000, plus out-of-pocket expenses of
$52,000, at the closing of the Wesley Jessen Acquisition; (ii) an annual fee
of $1.0 million, plus reasonable out-of-pocket expenses, for ongoing
management, consulting and financial services; and (iii) a transaction fee
equal to 1.0% of the amount of any future financing (whether debt or equity)
incurred by the Company or any subsidiary of the Company in connection with
any future acquisition. From June 29, 1995 to October 2, 1996, the Company
paid Bain Capital $1.25 million in financial advisory fees under such
agreement. At the time of the Barnes-Hind Acquisition, the Company and Bain
Capital entered into an Amended and Restated Advisory Agreement (the "Advisory
Agreement"), pursuant to which Bain Capital will provide similar services to
the Company and its subsidiaries. In exchange for such services, Bain will
receive: (i) a quarterly management fee of not more than $500,000, plus
reasonable out-of-pocket expenses; and (ii) a transaction fee in connection
with the consummation of each acquisition, divestiture or financing by the
Company or its subsidiaries in an amount equal to 1.0% of the aggregate value
of such transaction. In addition, the Company paid Bain Capital a fee of
approximately $3.0 million, plus its out-of-pocket expenses, in connection
with the structuring of the Bank Credit Agreement used to finance the Barnes-
Hind Acquisition. The Advisory Agreement has an initial term ending on January
31, 2004, subject to automatic one-year extensions unless the Company or Bain
Capital provides written notice of its desire not to extend such term. The
Company believes that the fees paid for the professional services rendered are
at least as favorable to the Company as those which could be negotiated with a
third party.

STOCKHOLDERS AGREEMENT

On October 22, 1996, the Company, the Bain Capital Funds (and their related
investors) and BTIP entered into a stockholders agreement (the "Stockholders
Agreement"). The Stockholders Agreement (i) provides that BTIP may not sell,
transfer or otherwise dispose of any shares of its Common Stock without the
prior written approval of holders representing a majority of the shares
currently held by the Bain Capital Funds and its related investors
(collectively, the "Bain Group"); (ii) grants BTIP certain participation
rights in connection with certain transfers made by the Bain Group; and (iii)
requires BTIP to consent to a sale of the Company to an independent third
party if such sale is approved by holders representing a majority of the
shares held by the Bain Group. In addition, the Company agreed not to issue
any shares of its capital stock at a price per share below fair market value
(as determined in good faith by the Board) other than: (i) to employees,
directors or consultants of the Company or its subsidiaries (excluding Bain
Capital, its employees and its affiliates); (ii) as consideration (in whole or
in part) for an acquisition; (iii) to each of the Company's then existing
stockholders, on a pro rata basis; or (iv) upon the exercise or conversion of
any then outstanding securities or issued thereafter in accordance with the
foregoing provisions. All of the foregoing provisions of the Stockholders
Agreement will terminate upon the consummation of the Offering.

SALES OF COMMON STOCK TO NAMED EXECUTIVES

Effective as of June 28, 1995 and pursuant to the 1995 Stock Plan, the
Company sold shares of its capital stock to certain executive officers of the
Company. Kevin J. Ryan, President and Chief Executive Officer,

81
<PAGE>

purchased 7,500 shares of Class L Common and 67,500 shares of Common Stock for
an aggregate amount equal to $135,944.05 (in each case without giving effect to
the Recapitalization or Stock Split). All sales to other executive officers of
the Company involved amounts less than $60,000.

UNREALIZED BENEFITS OF THE OFFERING TO NAMED EXECUTIVES

Set forth below for the Named Executives are (i) the number of shares of
Common Stock purchased from the Company and the aggregate purchase price paid
for such shares; (ii) the number of shares subject to options that have been
granted to such persons and the aggregate exercise price thereof; (iii) the sum
of the aggregate purchase price for the purchased shares and the aggregate
exercise price of the options; and (iv) the aggregate value of the shares and
the shares subject to the options (based on the mid-point of the range set
forth on the cover page of this Prospectus):

<TABLE>
<CAPTION>
SHARES OWNED PRIOR OPTIONS TO PURCHASE
TO THE OFFERING SHARES
---------------------- ------------------------ AGGREGATE VALUE OF
AGGREGATE AGGREGATE AGGREGATE SHARES AND OPTIONS
NAME NUMBER PURCHASE PRICE NUMBER PURCHASE PRICE COST AFTER THE OFFERING
- ---- ------- -------------- --------- -------------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Kevin J. Ryan........... 236,671 $102,920 1,144,601 $2,027,695 $2,130,615 $21,409,716
Edward J. Kelley........ 78,892 34,313 270,770 536,815 571,128 5,419,761
Lawrence L. Chapoy...... 11,271 4,907 72,728 119,829 124,736 1,301,985
Daniel M. Roussel....... 22,537 9,796 149,885 271,759 281,555 2,672,541
Thomas F. Steiner....... 16,907 7,351 116,802 235,563 242,914 2,072,490
</TABLE>

INDEMNIFICATION AGREEMENTS

Prior to the completion of the Offering, the Company expects to enter into
agreements to provide indemnification for its Directors and executive officers
in addition to the indemnification provided for in the Company's Restated
Certificate and By-laws of the Company.

DESCRIPTION OF CERTAIN INDEBTEDNESS

BANK CREDIT AGREEMENT

On October 2, 1996, the Company's principal operating subsidiary, Wesley
Jessen Corporation ("WJC"), entered into a Bank Credit Agreement with Bankers
Trust Company, as agent (the "Agent"), providing for Term Loans of $95.0
million in the form of a multi-tranche facility and a revolving credit facility
of $45.0 million. The Company used borrowings under the Bank Credit Agreement
to provide funding necessary to consummate the Barnes-Hind Acquisition, with
the revolving credit facility being used for working capital needs. The Company
intends to use approximately $30.0 million of the net proceeds of the Offering
to repay indebtedness under the Bank Credit Agreement.

The maturity and interest rates of the Term Loans under the Bank Credit
Agreement vary by tranche. See Note 9 to Notes to Consolidated Financial
Statements. The overall effective interest rate for borrowings under the Term
Loans at October 2, 1996 was 8.48%. The revolving credit facility is a 5.5 year
facility bearing interest at a floating rate based, at the Company's option, on
either the Eurodollar Rate (as defined therein) plus 275 basis points or the
Bank Base Rate (as defined therein) plus 175 basis points. The revolving credit
facility includes a letter of credit sublimit of $17 million. The Company is
required to pay the lenders under the Bank Credit Agreement in the aggregate a
commitment fee equal to 0.5% per annum, payable on a quarterly basis, on the
daily average unused portion of this facility.

Indebtedness under the Bank Credit Agreement is guaranteed by the Company and
all current and future domestic subsidiaries of the Company, except for WJC,
and is secured by (i) a perfected security interest in

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<PAGE>

substantially all the assets and property of the Company and its domestic
subsidiaries, and (ii) a first priority perfected pledge of all capital stock
of each direct and indirect domestic subsidiary of the holding company.

The Bank Credit Agreement requires the Company to meet certain financial
tests, including minimum levels of consolidated EBITDA (as defined therein),
minimum interest coverage and maximum leverage ratio. The Bank Credit Agreement
also contains covenants which, among other things, limit the incurrence of
additional indebtedness, dividends, capital expenditures, transactions with
affiliates, asset sales, acquisitions, mergers, prepayments of other
indebtedness, liens and encumbrances and other matters customarily restricted
in such agreements.

The Bank Credit Agreement contains customary events of default, including
payment defaults, breach of representations and warranties, covenant defaults,
cross-defaults to certain other indebtedness, certain events of bankruptcy and
insolvency, ERISA defaults, judgment defaults, failure of any guaranty or
security agreement supporting the Bank Credit Agreement to be in full force and
effect and change of control of the Company.

NEW BANK CREDIT AGREEMENT

Contemporaneously with the Offering, the Company intends to (i) refinance and
retire all remaining indebtedness under the Bank Credit Agreement with a
portion of the proceeds of the Offering and (ii) enter into the New Bank Credit
Agreement. The New Bank Credit Agreement will consist of a term loan facility
of $65.0 million and a revolving credit facility of $35.0 million (with a $17.0
million letter of credit sublimit). Loans will be made under the New Bank
Credit Agreement directly to WJC, and will be guaranteed by the Company and
each of its domestic subsidiaries (other than WJC). The loans under the New
Bank Credit Agreement will be secured to the same extent as the loans under the
Bank Credit Agreement.

Loans made under the New Bank Credit Agreement will bear interest at a rate
per annum equal to, at the Company's option, (i) the Base Rate plus the
Applicable Margin or (ii) the Eurodollar Rate plus the Applicable Margin (as
each term is defined in the New Bank Credit Agreement). The Applicable Margin
for the Base Rate loans will vary from 0% to 0.75% and the Applicable Margin
for Eurodollar loans will vary from 0.75% to 1.75%. The Applicable Margin for a
particular borrowing will be based on the Company's Leverage Ratio (as defined
in the New Bank Credit Agreement) and the type of loan.

The term loans under the New Bank Credit Agreement are expected to be subject
to quarterly amortization payments over the life of the New Bank Credit
Agreement commencing in March 1998 and maturing in 2002. In addition, the New
Bank Credit Agreement will provide for mandatory repayments of the term loans,
subject to certain exceptions, with a portion of the (i) net proceeds from a
sale of assets by the Company; (ii) net proceeds from an issuance of debt by
the Company; (iii) net proceeds from an issuance of equity of the Company; and
(iv) certain excess cash flow. Once the term loans have been repaid under the
New Bank Credit Agreement, the term loans will not be permitted to be
reborrowed.

The revolving loans under the New Bank Credit Agreement will mature in 2002.
The revolving loans will be able to be repaid and reborrowed. Availability
under the New Bank Credit Agreement will be subject to an unused commitment fee
which will be a percentage of the unutilized revolving loan commitment. This
percentage will vary from 0.3% to 0.5% based on the Company's Leverage Ratio.

The New Bank Credit Agreement will contain restrictive covenants that are
similar to those in the Bank Credit Agreement, except that they will afford the
Company greater flexibility in, among other things, making acquisitions and
capital expenditures, incurring indebtedness and paying dividends. The New Bank
Credit Agreement will also contain financial tests and events of default
similar to those in the Bank Credit Agreement.

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<PAGE>

DESCRIPTION OF CAPITAL STOCK

GENERAL MATTERS

At the time of the Offering, the total amount of authorized capital stock of
the Company will consist of 50,000,000 shares of Common Stock, par value $0.01
per share, and 5,000,000 shares of preferred stock, par value $0.01 per share
(the "Serial Preferred Stock"). Upon completion of the Offering, 16,760,179
shares of Common Stock will be issued and outstanding and no shares of Serial
Preferred Stock will be issued and outstanding. As of December 31, 1996 and
without giving effect to the Reclassification and Stock Split, there were
4,090,582 shares of Common Stock and 321,067 shares of Class L Common
outstanding and were held by 24 and 23 holders of record, respectively. All of
the outstanding shares of Class L Common will be converted into shares of
Common Stock prior to the completion of the Offering. See "The
Reclassification." The discussion herein describes the Company's capital
stock, the Restated Certificate and By-laws as anticipated to be in effect
upon consummation of the Offering. The following summary of certain provisions
of the Company's capital stock describes all material provisions of, but does
not purport to be complete and is subject to, and qualified in its entirety
by, the Restated Certificate and the By-laws, which are included as exhibits
to the Registration Statement of which this Prospectus forms a part and by the
provisions of applicable law.

The Restated Certificate and By-laws will contain certain provisions that
are intended to enhance the likelihood of continuity and stability in the
composition of the Board of Directors and which may have the effect of
delaying, deferring or preventing a future takeover or change in control of
the Company unless such takeover or change in control is approved by the Board
of Directors.

COMMON STOCK

The issued and outstanding shares of Common Stock are, and the shares of
Common Stock being offered by the Company will be upon payment therefor,
validly issued, fully paid and nonassessable. Subject to the prior rights of
the holders of any Serial Preferred Stock, the holders of outstanding shares
of Common Stock are entitled to receive dividends out of assets legally
available therefor at such time and in such amounts as the Board of Directors
may from time to time determine. See "Dividend Policy." The shares of Common
Stock are not convertible and the holders thereof have no preemptive or
subscription rights to purchase any securities of the Company. Upon
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to receive pro rata the assets of the Company which are
legally available for distribution, after payment of all debts and other
liabilities and subject to the prior rights of any holders of Serial Preferred
Stock then outstanding. Each outstanding share of Common Stock is entitled to
one vote on all matters submitted to a vote of stockholders. There is no
cumulative voting.

The Common Stock has been approved for inclusion on the Nasdaq National
Market under the symbol "WJCO," subject to official notice of issuance.

SERIAL PREFERRED STOCK

The Company's Board of Directors may, without further action by the
Company's stockholders, from time to time, direct the issuance of shares of
Serial Preferred Stock in series and may, at the time of issuance, determine
the rights, preferences and limitations of each series. Satisfaction of any
dividend preferences of outstanding shares of Serial Preferred Stock would
reduce the amount of funds available for the payment of dividends on shares of
Common Stock. Holders of shares of Serial Preferred Stock may be entitled to
receive a preference payment in the event of any liquidation, dissolution or
winding-up of the Company before any payment is made to the holders of shares
of Common Stock. Under certain circumstances, the issuance of shares of Serial
Preferred Stock may render more difficult or tend to discourage a merger,
tender offer or proxy contest, the assumption of control by a holder of a
large block of the Company's securities or the removal of incumbent
management. Upon the affirmative vote of a majority of the total number of
Directors then in office, the Board

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<PAGE>

of Directors of the Company, without stockholder approval, may issue shares of
Serial Preferred Stock with voting and conversion rights which could adversely
affect the holders of shares of Common Stock. Upon consummation of the
Offering, there will be no shares of Serial Preferred Stock outstanding, and
the Company has no present intention to issue any shares of Serial Preferred
Stock.

CERTAIN PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS

The Restated Certificate provides for the Board to be divided into three
classes, as nearly equal in number as possible, serving staggered terms.
Approximately one-third of the Board will be elected each year. See
"Management." Under the Delaware General Corporation Law, directors serving on
a classified board can only be removed for cause. The provision for a
classified board could prevent a party who acquires control of a majority of
the outstanding voting stock from obtaining control of the Board until the
second annual stockholders meeting following the date the acquiror obtains the
controlling stock interest. The classified board provision could have the
effect of discouraging a potential acquiror from making a tender offer or
otherwise attempting to obtain control of the Company and could increase the
likelihood that incumbent directors will retain their positions.

The Restated Certificate provides that stockholder action can be taken only
at an annual or special meeting of stockholders and cannot be taken by written
consent in lieu of a meeting. The Restated Certificate and the By-laws provide
that, except as otherwise required by law, special meetings of the
stockholders can only be called pursuant to a resolution adopted by a majority
of the Board of Directors or by the Chief Executive Officer of the Company.
Stockholders will not be permitted to call a special meeting or to require the
Board to call a special meeting.

The By-laws establish an advance notice procedure for stockholder proposals
to be brought before an annual meeting of stockholders of the Company,
including proposed nominations of persons for election to the Board.

Stockholders at an annual meeting may only consider proposals or nominations
specified in the notice of meeting or brought before the meeting by or at the
direction of the Board or by a stockholder who was a stockholder of record on
the record date for the meeting, who is entitled to vote at the meeting and
who has given to the Company's Secretary timely written notice, in proper
form, of the stockholder's intention to bring that business before the
meeting. Although the By-laws do not give the Board the power to approve or
disapprove stockholder nominations of candidates or proposals regarding other
business to be conducted at a special or annual meeting, the By-laws may have
the effect of precluding the conduct of certain business at a meeting if the
proper procedures are not followed or may discourage or defer a potential
acquiror from conducting a solicitation of proxies to elect its own slate of
directors or otherwise attempting to obtain control of the Company.

The Restated Certificate and By-laws provide that the affirmative vote of
holders of at least 66 2/3% of the total votes eligible to be cast in the
election of directors is required to amend, alter, change or repeal certain of
their provisions. This requirement of a super-majority vote to approve
amendments to the Restated Certificate and By-laws could enable a minority of
the Company's stockholders to exercise veto power over any such amendments.

CERTAIN PROVISIONS OF DELAWARE LAW

Following the consummation of the Offering, the Company will be subject to
the "Business Combination" provisions of the Delaware General Corporation Law.
In general, such provisions prohibit a publicly held Delaware corporation from
engaging in various "business combination" transactions with any "interested
stockholder" for a period of three years after the date of the transaction
which the person became an "interested stockholder," unless (i) the
transaction is approved by the Board of Directors prior to the date the
"interested

85
<PAGE>

stockholder" obtained such status; (ii) upon consummation of the transaction
which resulted in the stockholder becoming an "interested stockholder," the
"interested stockholder," owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those shares owned by
(a) persons who are directors and also officers and (b) employee stock plans
in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer; or (iii) on or subsequent to such date the "business
combination" is approved by the Board of Directors and authorized at an annual
or special meeting of stockholders by the affirmative vote of at least 66 2/3%
of the outstanding voting stock which is not owned by the "interested
stockholder." A "business combination" is defined to include mergers, asset
sales and other transactions resulting in financial benefit to a stockholder.
In general, an "interested stockholder" is a Person who, together with
affiliates and associates, owns (or within three years, did own) 15% or more
of a corporation's voting stock. The statute could prohibit or delay mergers
or other takeover or change in control attempts with respect to the Company
and, accordingly, may discourage attempts to acquire the Company.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Restated Certificate limits the liability of Directors to the fullest
extent permitted by the Delaware General Corporation Law. In addition, the
Restated Certificate will provide that the Company shall indemnify Directors
and officers of the Company to the fullest extent permitted by such law. The
Company anticipates entering into indemnification agreements with its current
Directors and executive officers prior to the completion of the Offering and
any new Directors or executive officers following such time. In addition, the
Company anticipates that prior to the Offering it will obtain directors' and
officers' insurance.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company.

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the Offering, there has been no market for the Common Stock of the
Company. The Company can make no predictions as to the effect, if any, that
sales of shares or the availability of shares for sale will have on the market
price prevailing from time to time. Nevertheless, sales of significant amounts
of the Common Stock in the public market, or the perception that such sales
may occur, could adversely affect prevailing market prices. See "Risk
Factors--Shares Eligible for Future Sale."

Upon completion of the Offering, the Company expects to have 16,760,179
shares of Common Stock outstanding. In addition, 2,617,570 shares of Common
Stock will be issuable upon the exercise of outstanding stock options. Of the
shares outstanding after the Offering, the 2,500,000 shares of Common Stock
(2,860,000 shares if the Underwriters' over-allotment is exercised in full)
sold in the Offering will be freely tradeable without restriction under the
Securities Act, except for any such shares which may be acquired by an
"affiliate" of the Company (an "Affiliate"), as that term is defined in Rule
144 promulgated under the Securities Act ("Rule 144"), which shares will be
subject to the volume limitations and other restrictions of Rule 144 described
below. An aggregate of 14,260,179 shares of Common Stock held by existing
stockholders of the Company upon completion of the Offering will be
"restricted securities" (as that phrase is defined in Rule 144) and may not be
resold in the absence of registration under the Securities Act or pursuant to
an exemption from such registration, including among others, the exemptions
provided by Rule 144 and Rule 701 under the Securities Act.

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this Prospectus, if a period of at least two years has elapsed
since the later of the date the "restricted securities" were acquired from the
Company or the date they were acquired from an Affiliate, then the holder of
such restricted securities (including an Affiliate) is entitled to sell in the
public market a number of shares within any three-month period that does not
exceed the greater of 1% of the then outstanding shares of the Common Stock
(approximately 167,601 shares immediately after the Offering) or the average
weekly reported volume of trading of the Common Stock on the Nasdaq National
Market during the four calendar weeks preceding such sale. The holder may only
sell such shares through "brokers' transactions" or in transactions directly
with a "market maker" (as such terms are defined in Rule 144). Sales under
Rule 144 are also subject to certain requirements regarding providing notice
of such sales and the availability of current public information concerning
the Company. Affiliates may sell shares not constituting restricted securities
in accordance with the foregoing volume limitations and other requirements but
without regard to the two-year holding period. Under Rule 144(k), if a period
of at least three years has elapsed between the later of the date restricted
securities were acquired from the Company or the date they were acquired from
an Affiliate, as applicable, a holder of such restricted securities who is not
an Affiliate at the time of the sale and has not been an Affiliate for at
least three months prior to the sale would be entitled to sell the shares in
the public market without regard to the volume limitations and other
restrictions described above. The Commission is currently considering reducing
the two- and three-year holding periods under Rule 144 described above to one
and two years, respectively. Beginning June 28, 1997, approximately 13,095,770
shares of Common Stock will be eligible for sale in the public market pursuant
to Rule 144, subject to the volume limitations and other restrictions
described above.

Rule 701 provides that "restricted securities" issued by the Company in
transactions meeting the conditions set forth in Rule 701 are eligible to be
resold in the public market 90 days after the Company becomes subject to the
reporting requirements of the Exchange Act. In making such sales, Affiliates
must comply with the current public information, volume limitation, manner of
sale and notice provisions of Rule 144 and nonaffiliates must comply with the
manner of sale provision of Rule 144. In general, Rule 701 requires that
offers and sales of an issuer's securities be: (i) made pursuant to a written
compensatory benefit plan or a written contract relating to the compensation
of such issuer's employees, officers, directors or consultants (a copy of
which must be delivered to such person) and (ii) limited in value to a certain
aggregate amount during any 12-month period. Beginning 90 days from the date
of this Prospectus, the Company believes that 473,341 shares of Common Stock
and 2,617,570 shares issuable upon the exercise of outstanding options held by
employees of the Company will be eligible to be sold in the public market
pursuant to Rule 701.

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<PAGE>

Notwithstanding the foregoing, the Company and its executive officers,
Directors and certain existing stockholders (who collectively own 14,136,650
shares of Common Stock), have agreed not to offer, sell, contract to sell or
otherwise dispose of any Common Stock for a period of 180 days after the date
of this Prospectus without the prior written consent of Merrill Lynch, except,
in the case of the Company, for the shares of Common Stock to be issued in
connection with the Offering or pursuant to employee benefit plans existing on
the date of this Prospectus and in the case of the executive officers,
Directors and existing stockholders, for the shares of Common Stock sold in
connection with the Offering (if any), sales or dispositions to the Company,
certain permitted transfers to related parties that agree to be bound by the
foregoing restrictions and certain permitted sales of shares acquired in the
open market following the completion of the Offering.

REGISTRATION AGREEMENT

The Company, the Bain Capital Funds (and their related investors) and BTIP
have entered into a registration agreement (the "Registration Agreement").
Under the Registration Agreement, the holders of a majority of the
registerable securities owned by the Bain Capital Funds and related investors
have the right at any time, subject to certain conditions, to require the
Company to register any or all of their shares of Common Stock under the
Securities Act on Form S-1 (a "Long-Form Registration") or on Form S-2 or Form
S-3 (a "Short-Form Registration") each on an unlimited number of occasions at
the Company's expense. The Company is not required, however, to effect any
such Long-Form Registration or Short-Form Registration within six months after
the effective date of a prior demand registration and may postpone the filing
of such registration for up to six months if the holders of a majority of the
registerable securities agree that such a registration would reasonably be
expected to have an adverse effect on any proposal or plan by the Company or
any of its subsidiaries to engage in an acquisition, merger or similar
transaction. In addition, all holders of registerable securities are entitled
to request the inclusion of any shares of Common Stock subject to the
Registration Agreement in any registration statement at the Company's expense
whenever the Company proposes to register any of its securities under the
Securities Act, subject to certain conditions. In connection with all such
registrations, the Company has agreed to indemnify all holders of registerable
securities against certain liabilities, including liabilities under the
Securities Act. Beginning 180 days after the date of the Prospectus, the
holders of an aggregate of 13,786,838 shares of Common Stock will have demand
registration rights pursuant to the Registration Agreement.

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<PAGE>

UNDERWRITING

Subject to the terms and conditions contained in the Purchase Agreement (the
"Purchase Agreement"), the Company has agreed to sell to the Underwriters
named below, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), Alex. Brown & Sons Incorporated, Bear, Stearns & Co. Inc.,
BT Securities Corporation ("BT Securities") and Salomon Brothers Inc are
acting as representatives (the "Representatives"), and each of the
Underwriters has severally agreed to purchase the number of shares set forth
opposite its name below. In the Purchase Agreement, the several Underwriters
have agreed, subject to the terms and conditions set forth therein, to
purchase all the shares of Common Stock offered hereby if any are purchased.
In the event of default by an Underwriter, the Purchase Agreement provides
that, in certain circumstances, purchase commitments of the nondefaulting
Underwriters may be increased or the Purchase Agreement may be terminated.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated .............................................
Alex. Brown & Sons Incorporated ...............................
Bear, Stearns & Co. Inc. ......................................
BT Securities Corporation .....................................
Salomon Brothers Inc ..........................................
---------
Total .................................................... 2,400,000
=========
</TABLE>

The Underwriters propose initially to offer the shares of Common Stock
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus and to certain dealers at such price less a
concession not in excess of $ per share. The Underwriters may allow,
and such dealers may reallow, a concession not in excess of $ per share
on sales to certain other dealers. After the Offering, the public offering
price, concession and discount may be changed.

The Company has granted to the Underwriters an option, exercisable at any
time and from time to time during the 30-day period from the date of this
Prospectus, to purchase up to an aggregate of 360,000 additional shares of
Common Stock at the public offering price set forth on the cover page of this
Prospectus, less the underwriting discount. The Underwriters may exercise such
option to purchase additional shares solely for the purpose of covering over-
allotments, if any, incurred in connection with the Offering. To the extent
such option is exercised, each Underwriter will become obligated, subject to
certain conditions, to purchase approximately the same percentage of such
additional shares as the number set forth next to such Underwriter's name in
the preceding table bears to the total number of shares in such table.

Prior to this Offering, there has been no public market for the Common
Stock. The initial public offering price for the Common Stock has been
determined by negotiation between the Company and the Representatives. Among
the factors considered in determining the public offering price were the
history of, and the prospects for, the Company's business and the industry in
which it competes, an assessment of the Company's management, its past and
present operations, its past and present earnings and the trend of such
earnings, the prospects for earnings of the Company, the present state of the
Company's development, the general condition of the securities

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<PAGE>

markets at the time of the Offering and the price-earnings ratios and market
price of securities of comparable companies at the time of the Offering. There
can be no assurance that an active trading market will develop for the Common
Stock or that the Common Stock will trade in the public market subsequent to
the Offering at or above the initial public offering price.

The Company and WJC (the Company's principal operating subsidiary) have
agreed to indemnify the several Underwriters against certain liabilities,
including certain liabilities under the Securities Act.

The Underwriters have informed the Company that they do not expect to
confirm sales of the Common Stock offered hereby to any accounts over which
they exercise discretionary authority.

At the request of the Company, the Underwriters have reserved up to 150,000
shares of Common Stock for sale at the initial public offering price to
certain eligible employees and persons having business relationships with the
Company and its subsidiaries. The number of shares of Common Stock available
to the general public will be reduced to the extent these persons purchase the
reserved shares. Any reserved shares of Common Stock that are not so purchased
by such employees at the closing of the Offering will be offered by the
Underwriters to the general public on the same terms as the other shares in
the Offering. In addition, the Company is concurrently offering up to 100,000
shares of Common Stock directly to certain employee participants in the
Company's Profit Sharing Plan pursuant to a separate prospectus. Since such
shares are being sold directly by the Company and not through the
Underwriters, no underwriting discount or commission will be paid to the
Underwriters with respect to such shares. The shares are being offered at a
price per share equal to the per share Proceeds to Company as set forth on the
cover page of this Prospectus.

The Company and its executive officers, Directors and certain existing
stockholders, who collectively own 14,136,650 shares of Common Stock, have
agreed not to offer, sell, contract to sell or otherwise dispose of any Common
Stock for a period of 180 days after the date of this Prospectus without the
prior written consent of Merrill Lynch, except, in the case of the Company,
for the shares of Common Stock to be issued in connection with the Offering or
pursuant to employee benefit plans existing on the date of this Prospectus and
in the case of the executive officers, Directors and existing stockholders,
for the shares of Common Stock sold in connection with the Offering (if any),
sales or dispositions to the Company, certain permitted transfers to related
parties that agree to be bound by the foregoing restrictions and certain
permitted sales of shares acquired in the open market following the completion
of the Offering.

Under the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. (the "NASD"), no member of the NASD or an affiliate of a member
shall participate in the distribution of a public offering of equity
securities issued by a company if the member and/or its affiliates will
receive 10% or more of the net proceeds of the offering unless such equity
securities are to be distributed to the public at a price which is no higher
than that recommended by a "qualified independent underwriter." The Company
intends to use a portion of the proceeds of the Offering to repay indebtedness
under the Bank Credit Agreement, which will result in Bankers Trust Company,
an affiliate of BT Securities, receiving more than 10% of the net proceeds of
the Offering.

In view of such use of proceeds, the Offering is being conducted in
accordance with the rules of the NASD and Merrill Lynch is acting as a
"qualified independent underwriter" within the meaning of such rules. In
connection therewith, Merrill Lynch has participated in the preparation of the
Registration Statement of which this Prospectus forms a part. It has exercised
its usual standards of "due diligence" with respect thereto and has
recommended the maximum price at which the Common Stock may be offered hereby.
Merrill Lynch will receive no separate fee for its services as qualified
independent underwriter, although the Company has agreed to reimburse its
expenses incurred as a result of such engagement.

BTIP, an affiliate of BT Securities, is the beneficial owner of an aggregate
of 691,068 shares of the Common Stock of the Company and is a limited partner
in Fund IV-B of the Bain Capital Funds. See "Principal Stockholders." Bankers
Trust Company, an affiliate of BT Securities, is the administrative agent and
a lender under the Bank Credit Agreement and is expected to be the
administrative agent and a lender under the New Bank Credit Agreement. See
"Description of Certain Indebtedness."

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EXPERTS

The financial statements of the Company at December 31, 1995 and September
28, 1996 and for the periods from June 29, 1995 through December 31, 1995 and
January 1, 1996 through September 28, 1996 and the financial statements of the
Predecessor at December 31, 1994 and for the period from January 1, 1995
through June 28, 1995 and the years ended December 31, 1993 and 1994 included
in this Prospectus have been so included in reliance upon the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting.

The consolidated balance sheet of Pilkington Barnes Hind Group as of March
31, 1996 and 1995 and the consolidated statements of income, parent company
investment, and cash flows for each of the years then ended, included in this
Prospectus, have been so included in reliance on the report, which includes
explanatory paragraphs relating to substantial doubt regarding the entity's
ability to continue as a going concern and the sale of certain assets and
liabilities of the entity, of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Kirkland & Ellis, Chicago, Illinois (a partnership which includes
professional corporations). Certain partners of Kirkland & Ellis are partners
in Randolph Street Partners, which owns 87,015 shares of Common Stock. Certain
legal matters will be passed upon for the Underwriters by Ropes & Gray,
Boston, Massachusetts. Kirkland & Ellis and Ropes & Gray have from time to
time represented, and may continue to represent, certain of the Underwriters
in connection with various legal matters and Bain Capital and certain of its
affiliates (including the Company) in connection with certain legal matters.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement (of which
this Prospectus is a part and which term shall encompass any amendments
thereto) on Form S-1 pursuant to the Securities Act with respect to the Common
Stock being offered in the Offering. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain portions of which are omitted as permitted by the
rules and regulations of the Commission. Statements made in this Prospectus as
to the contents of any contract, agreement or other document referred to are
not necessarily complete; with respect to any such contract, agreement or
other document filed as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matter involved,
and each such statement shall be deemed qualified in its entirety by such
reference. For further information about the Company and the securities
offered hereby, reference is made to the Registration Statement and to the
financial statements, schedules and exhibits filed as a part thereof.

Upon completion of the Offering, the Company will be subject to the
information requirements of the Exchange Act, and, in accordance therewith,
will file reports and other information with the Commission. The Registration
Statement, the exhibits and schedules forming a part thereof and the reports
and other information filed by the Company with the Commission in accordance
with the Exchange Act may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the following regional
offices of the Commission: Seven World Trade Center, 13th Floor, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material or any part thereof may also be
obtained by mail from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates or accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov.

The Company intends to furnish its stockholders with annual reports
containing audited financial statements and to make available quarterly
reports containing unaudited summary financial information for the first three
fiscal quarters of each fiscal year.

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<PAGE>

INDEX TO FINANCIAL STATEMENTS

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)
AND SUBSIDIARIES

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants--Company............................... F-2
Report of Independent Accountants--Predecessor........................... F-3
Consolidated Balance Sheets of the Predecessor at December 31, 1994 and
of the Company at December 31, 1995 and September 28, 1996.............. F-4
Consolidated Statements of Operations of the Predecessor for the years
ended December 31, 1993 and 1994 and for the period January 1, 1995
through June 28, 1995 and of the Company for the period June 29, 1995
through December 31, 1995 and for the period from January 1, 1996
through September 28, 1996.............................................. F-5
Consolidated Statements of Cash Flows of the Predecessor for the years
ended December 31, 1993 and 1994 and for the period January 1, 1995
through June 28, 1995 and of the Company for the period June 29, 1995
through December 31, 1995 and for the period from January 1, 1996
through September 28, 1996.............................................. F-6
Consolidated Statements of Changes in Stockholders' Equity (Deficit) of
the Company for the period June 29, 1995 through December 31, 1995 and
for the period from January 1, 1996 through September 28, 1996.......... F-7
Notes to Consolidated Financial Statements............................... F-8

BARNES-HIND

Independent Auditors' Report............................................. F-25
Combined Balance Sheets at March 31, 1995 and 1996....................... F-26
Combined Statements of Operations for the years ended March 31, 1995 and
1996.................................................................... F-27
Combined Statements of Parent Company Investment for the years ended
March 31, 1995 and 1996................................................. F-28
Combined Statements of Cash Flows for the years ended March 31, 1995 and
1996.................................................................... F-29
</TABLE>

<TABLE>
<S> <C>
Notes to Combined Financial Statements .................................... F-30
</TABLE>

BARNES-HIND
(UNAUDITED INTERIM FINANCIAL DATA)

<TABLE>
<S> <C>
Condensed Combined Balance Sheet at October 1, 1996 (unaudited)........... F-41
Condensed Combined Statements of Operations for the six months ended
September 30, 1995 (unaudited) and for the period from April 1, 1996
through October 1, 1996 (unaudited)...................................... F-42
Condensed Combined Statements of Cash Flows for the six months ended
September 30, 1995 (unaudited) and for the period from April 1, 1996
through October 1, 1996 (unaudited)...................................... F-43
Notes to Condensed Combined Interim Financial Data (unaudited)............ F-44
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS--COMPANY

To the Board of Directors and Stockholders of Wesley Jessen VisionCare, Inc.
(formerly known as Wesley-Jessen Holding, Inc.)

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of cash flows and of changes in
stockholders' equity (deficit) present fairly, in all material respects, the
financial position of Wesley Jessen VisionCare, Inc. (formerly known as
Wesley-Jessen Holding, Inc.) and its subsidiaries (the "Company") at December
31, 1995 and September 28, 1996, and the results of their operations and their
cash flows for the period from June 29, 1995 (inception) through December 31,
1995 and for the period from January 1, 1996 through September 28, 1996 in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company'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 management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

As discussed in Note 15, on October 2, 1996 the Company acquired the contact
lens business operating under the name Pilkington Barnes Hind Group from
Pilkington plc.

PRICE WATERHOUSE LLP

Chicago, Illinois
December 4, 1996,
except as to Note
15, which is as
of January 28, 1997

F-2

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS--PREDECESSOR

To the Board of Directors and Stockholders of Wesley Jessen VisionCare, Inc.
(formerly known as Wesley-Jessen Holding, Inc.)

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations and of cash flows present fairly, in all
material respects, the financial position of the Wesley-Jessen contact lens
business of Schering-Plough Corporation (predecessor of Wesley Jessen
VisionCare, Inc. (formerly known as Wesley-Jessen Holding, Inc.)--see Note 1)
(the "Predecessor") at December 31, 1994, and the results of its operations
and its cash flows for each of the two years in the period ended December 31,
1994 and for the period from January 1, 1995 through June 28, 1995 in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the management of Wesley Jessen
VisionCare, Inc. (formerly known as Wesley-Jessen Holding, Inc.) and its
subsidiaries; 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 audits 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 management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

PRICE WATERHOUSE LLP

Chicago, Illinois
September 17, 1996

F-3
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ ----------------------------------------
PRO FORMA
AS ADJUSTED
EQUITY
SEPTEMBER 28,
1996
DECEMBER 31, DECEMBER 31, SEPTEMBER 28, (UNAUDITED)
1994 1995 1996 (NOTE 2)
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equiva-
lents.................. $ 2,535 $ 2,522 $ 7,836
Accounts receivable--
trade, net............. 23,707 19,708 17,245
Other receivables....... 1,700 1,684 1,264
Inventories............. 15,036 25,654 14,020
Deferred income taxes... -- 6,040 6,524
Prepaid expenses........ 5,982 3,313 4,870
-------- ------- -------
Total current assets... 48,960 58,921 51,759
-------- ------- -------
Property, plant and
equipment, net.......... 106,124 893 4,587
Goodwill, net............ 19,193 -- --
Patents, licenses, and
other intangibles....... 15,339 -- --
Other assets............. 1,813 -- --
Deferred income taxes.... -- 4,315 4,132
Capitalized financing
fees, net............... -- 3,201 2,765
-------- ------- -------
Total assets........... $191,429 $67,330 $63,243
======== ======= =======
LIABILITIES, STOCKHOLD-
ERS' EQUITY AND
SCHERING-PLOUGH INVEST-
MENT
Current liabilities:
Trade accounts payable.. $ 11,039 $ 7,405 $ 3,617
Accrued compensation and
benefits............... 4,001 4,295 8,780
Accrued advertising..... -- 3,823 4,753
Other accrued liabili-
ties................... 2,980 9,413 8,373
Income taxes payable.... -- 1,223 2,504
Current portion of long-
term debt.............. -- 2,500 2,000
-------- ------- -------
Total current liabili-
ties.................. 18,020 28,659 30,027
-------- ------- -------
Negative goodwill, net... -- 11,361 10,773
Long-term debt, less cur-
rent maturities......... -- 39,500 26,500
-------- ------- -------
Total liabilities...... 18,020 79,520 67,300
-------- ------- -------
Commitments and contin-
gencies (Note 14).......
Stockholders' equity
(deficit):
Class L Common stock,
$.01 par value, cumula-
tive yield of 12.5%,
600,000 shares autho-
rized, 429,177 and
321,067 issued and out-
standing at December
31, 1995 and September
28, 1996, respectively. -- 4 3 --
Common stock, $.01 par
value, 5,400,000 shares
authorized, 3,862,604
and 4,090,582 issued
and outstanding at De-
cember 31, 1995 and
September 28, 1996, re-
spectively............. -- 38 40 --
Common stock, $.01 par
value, 50,000,000
shares authorized,
14,260,057 issued and
outstanding at Septem-
ber 28, 1996 after giv-
ing effect to the con-
version and split on an
as adjusted basis...... -- -- -- 143
Additional paid in capi-
tal.................... -- 7,483 7,754 7,654
Accumulated deficit..... -- (19,715) (11,854) (11,854)
-------- ------- ------- -------
Total stockholders' eq-
uity (deficit)......... -- (12,190) (4,057) (4,057)
-------- ------- ------- -------
Schering-Plough invest-
ment (Note 8).......... 173,409 -- --
-------- ------- -------
Total liabilities,
stockholders' equity
(deficit) and
Schering-Plough
investment............ $191,429 $67,330 $63,243
======== ======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------------------------- --------------------------
YEARS ENDED JANUARY 1 JUNE 29 JANUARY 1
DECEMBER 31, THROUGH THROUGH THROUGH
-------------------- JUNE 28, DECEMBER 31, SEPTEMBER 28,
1993 1994 1995 1995 1996
--------- --------- --------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Net sales....................................................... $ 103,386 $ 109,640 $ 51,019 $ 54,315 $ 96,048
--------- --------- -------- ---------- ----------
Operating costs and expenses:
Cost of goods sold............................................ 56,780 65,591 20,871 19,916 26,471
Cost of goods sold--
inventory step-up (Note 5)................................... -- -- -- 33,929 6,626
Marketing and administrative.................................. 59,764 79,185 43,236 29,476 51,014
Research and development...................................... 10,286 9,843 4,569 2,524 3,786
Amortization of intangible assets............................. 5,472 5,472 2,736 (392) (588)
--------- --------- -------- ---------- ----------
Income (loss) from operations................................... (28,916) (50,451) (20,393) (31,138) 8,739
Other (income) expense:
Interest expense.............................................. -- -- -- 2,599 2,757
Financing charge (Note 8)..................................... 6,886 7,172 3,511 -- --
Other income, net............................................. (256) (202) (1,360) -- (3,500)
--------- --------- -------- ---------- ----------
Income (loss) before income taxes............................... (35,546) (57,421) (22,544) (33,737) 9,482
Income tax (expense) benefit.................................... 17,214 26,935 9,401 14,022 (1,621)
--------- --------- -------- ---------- ----------
Net income (loss)............................................... $ (18,332) $ (30,486) $(13,143) $ (19,715) $ 7,861
========= ========= ======== ========== ==========
Pro forma primary income (loss) per common and common equivalent
share (unaudited).............................................. $ (1.37) $ 0.54
========== ==========
Weighted average shares used in computation of pro forma primary
income (loss) per common and common equivalent share
(unaudited).................................................... 14,403,079 14,630,859
========== ==========
Supplemental pro forma primary income (loss) per common and
common equivalent share (unaudited)............................ $ (1.12) $ 0.62
========== ==========
Weighted average shares used in computation of supplemental pro
forma primary income per common and common equivalent share
(unaudited).................................................... 16,532,277 16,319,782
========== ==========
Pro forma fully diluted income per common and common equivalent
share (unaudited).............................................. $ 0.48
==========
Weighted average shares used in computation of pro forma fully
diluted income per common and common equivalent share
(unaudited).................................................... 16,518,041
- --------------------------------------------------
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
----------------------------- --------------------------
YEARS ENDED
DECEMBER 31,
------------------
JANUARY 1 JUNE 29 JANUARY 1
THROUGH THROUGH THROUGH
JUNE 28, DECEMBER 31, SEPTEMBER 28,
1993 1994 1995 1995 1996
-------- -------- --------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Cash Flow Provided by
(Used in)
Operating Activities:
Net income (loss)...... $(18,332) $(30,486) $(13,143) $(19,715) $ 7,861
Adjustments to recon-
cile net income (loss)
to net cash provided
by (used in) operating
activities:
Depreciation expense... 6,036 7,588 3,871 -- 159
Purchased inventory
step-up............... -- -- -- 33,929 6,626
Amortization of intan-
gible assets.......... 5,472 5,472 2,736 -- --
Amortization of capi-
talized financing
fees.................. -- -- -- 291 436
Amortization of nega-
tive goodwill......... -- -- -- (392) (588)
(Gain) loss on disposal
of property, plant and
equipment............. (25) 142 6 -- (44)
Changes in balance
sheet items:
Accounts receivable.... 9,309 9,151 2,430 409 2,463
Other receivables...... 3,505 1,836 455 (343) 420
Inventories............ 3,898 561 (8,857) 4,668 5,008
Deferred income taxes.. -- -- -- (15,245) (301)
Prepaid expenses....... 579 (1,803) 1,457 (962) (1,557)
Other assets........... 2,086 1,358 (688) -- --
Accounts payable....... (1,572) 1,424 (1,388) (1,614) (3,788)
Accrued liabilities.... 1,345 (1,907) 3,286 1,786 4,375
Income taxes payable... -- -- -- 1,223 1,281
-------- -------- -------- -------- --------
Cash provided by (used
in) operating activi-
ties.................. 12,301 (6,664) (9,835) 4,035 22,351
-------- -------- -------- -------- --------
Investing Activities:
Net assets acquired
(exclusive of cash),
including payments
related to financing
agreements............ -- -- -- (47,033) --
Capital expenditures... (25,297) (3,187) (1,959) (893) (3,657)
Proceeds from sale of
property, plant and
equipment............. 175 916 302 -- (152)
-------- -------- -------- -------- --------
Cash provided by (used
in) investment activi-
ties.................. (25,122) (2,271) (1,657) (47,926) (3,809)
-------- -------- -------- -------- --------
Financing Activities:
Issuance of common
stock................. -- -- -- 7,525 272
Proceeds from long-term
debt.................. -- -- -- 43,000 --
Payment of financing
fees.................. -- -- -- (3,492) --
Payments of long-term
debt.................. -- -- -- (1,000) (13,500)
Advances from (payments
to) Schering-Plough,
net................... 13,994 7,652 11,272 -- --
-------- -------- -------- -------- --------
Cash provided by (used
in) financing activi-
ties.................. 13,994 7,652 11,272 46,033 (13,228)
-------- -------- -------- -------- --------
Net increase (decrease)
in cash and cash
equivalents........... 1,173 (1,283) (220) 2,142 5,314
Cash and Cash Equiva-
lents:
Beginning of period.... 2,645 3,818 2,535 380 2,522
-------- -------- -------- -------- --------
End of period.......... $ 3,818 $ 2,535 $ 2,315 $ 2,522 $ 7,836
======== ======== ======== ======== ========
Supplemental Disclosure
of Cash
Flow Information:
Cash paid during the
period for interest
(Note 8).............. $ -- $ -- $ -- $ 1,400 $ 2,811
======== ======== ======== ======== ========
Cash paid during the
period for taxes (Note
2).................... $ -- $ -- $ -- $ -- $ 641
======== ======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)--COMPANY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
CLASS L
COMMON STOCK COMMON STOCK ADDITIONAL TOTAL
---------------- ---------------- PAID IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT EQUITY (DEFICIT)
-------- ------ --------- ------ ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 29,
1995................... -- $-- -- $-- $ -- $ -- $ --
Issuance of common
stock.................. 429,177 4 3,862,604 39 7,739 -- 7,782
Stock subscription re-
ceivable............... -- -- -- (1) (256) -- (257)
Net loss................ -- -- -- -- -- (19,715) (19,715)
-------- ---- --------- ---- ------ -------- --------
Balance at December 31,
1995................... 429,177 4 3,862,604 38 7,483 (19,715) (12,190)
Issuance of common
stock.................. 823 -- 7,396 -- 15 -- 15
Stock subscription
received............... -- -- -- 1 256 -- 257
Net income.............. -- -- -- -- -- 7,861 7,861
Exchange of common stock
(Note 10).............. (108,933) (1) 220,582 1 -- -- --
-------- ---- --------- ---- ------ -------- --------
Balance at September 28,
1996................... 321,067 $ 3 4,090,582 $ 40 $7,754 $(11,854) $ (4,057)
======== ==== ========= ==== ====== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-7
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

Basis of presentation

The consolidated financial statements for the period from June 29, 1995 to
December 31, 1995 and January 1, 1996 to September 28, 1996 include the
accounts of Wesley Jessen VisionCare, Inc. (formerly known as Wesley-Jessen
Holding, Inc.), its wholly owned subsidiary, Wesley-Jessen Corporation and
Wesley-Jessen Corporation's wholly owned subsidiaries which are located in
Canada, the United Kingdom, Italy, Spain, France, Japan and Puerto Rico
(collectively, the "Company").

The consolidated financial statements for the years December 31, 1993 and
1994 and the period from January 1, 1995 to June 28, 1995 of the Wesley-Jessen
contact lens business (hereinafter referred to as the "Predecessor") of
Schering-Plough Corporation ("Schering-Plough") present the "carve-out"
financial position, results of operations, and cash flows for the periods
presented for the operations of the contact lens business of Schering-Plough
purchased by the Company. The financial information of the Predecessor
presented herein does not necessarily reflect what the financial position,
results of operations and cash flows of the Wesley Jessen contact lens
business would have been had it operated as a stand-alone entity during the
periods covered and may not be indicative of future financial position,
results of operations or cash flows.

Description of business

The Company's primary business activity is the research, development,
manufacture, marketing and sale of conventional and disposable soft contact
lenses in the United States and certain other countries. The Company is
headquartered in Des Plaines, Illinois and operates in one business segment.

Wesley Jessen Acquisition

Effective June 29, 1995, Wesley-Jessen Corporation completed the acquisition
(the "Wesley Jessen Acquisition") of the Predecessor from Schering-Plough. As
a result of the Wesley Jessen Acquisition, Wesley-Jessen Corporation acquired
certain assets from Schering-Plough, consisting of manufacturing facilities in
Des Plaines, Illinois and Cidra, Puerto Rico, a distribution facility in
Chicago, Illinois, and a number of non-U.S. sales and service offices, assumed
certain liabilities of the Predecessor, and paid certain acquisition costs
directly attributable to the Wesley Jessen Acquisition (Note 3).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist the
reader in understanding and evaluating the accompanying financial statements.
These policies are in conformity with generally accepted accounting
principles, have been consistently applied unless otherwise noted, and apply
to both the Company and the Predecessor unless otherwise noted.

Use of estimates

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
period. Actual results could differ from those estimates.

Principles of consolidation

All significant intercompany accounts and transactions have been eliminated
in consolidation.

F-8
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Unaudited pro forma income (loss) per share and as adjusted equity

Given the changes in the Company's capital structure to be effected in
conjunction with the anticipated initial public offering, and the Barnes-Hind
Acquisition described in Note 15, historical income (loss) per common share
amounts are not presented in the consolidated financial statements as they are
not considered to be meaningful.

The calculation of pro forma primary and fully diluted income (loss) per
share was determined by dividing net income (loss) by the pro forma weighted
average common and common equivalent shares outstanding after giving
retroactive effect to the Wesley Jessen Acquisition (Note 1), the conversion
of Class L Common Stock into 4.499 shares of Common Stock and the 3.133-to-one
stock split of Common Stock upon the effectiveness of the Registration
Statement. In addition, in accordance with Securities and Exchange Commission
Staff Accounting Bulletin ("SAB") No. 83, shares issued and share options
granted within one year of the anticipated public offering have been included
in the calculation of common share equivalents for the primary earnings (loss)
per share, using the treasury stock method to determine the dilutive effect of
the issuances, as if they were outstanding for all periods presented in
accordance with SAB No. 83. For purposes of pro forma fully diluted income per
share, all share options with exercise prices below the anticipated initial
public offering price have been included, using the treasury stock method. The
as adjusted equity at September 28, 1996 adjusts the historical September 28,
1996 to give effect to the conversion and split based on an initial public
offering price of $15.50 per share to be effective prior to the closing of the
anticipated initial public offering.

Some of the proceeds from the Company's anticipated public offering will be
used to retire indebtedness existing under its credit agreement (Note 9).
Accordingly, supplemental pro forma income (loss) per share is $(1.12) for the
period from June 29, 1995 through December 31, 1995 and $0.62 for the period
from January 1, 1996 through September 28, 1996; the number of shares of
Common Stock whose proceeds are to be used to retire debt is 2,500,000 and
2,059,725, respectively. This calculation assumes the debt retirement had
taken place at the later of the beginning of the respective period or the
issuance of the debt. The amount of interest expense eliminated, net of tax
effects, is $1.3 million for the period from June 29, 1995 through December
31, 1995 and $2.3 million for the period from January 1, 1996 through
September 28, 1996.

Revenue recognition

Revenues are recognized when product is shipped. Net sales include estimates
for returns and allowances. The Company grants credit terms to its customers
consistent with normal industry practices and does not require collateral. No
individual customer accounts for more than 10 percent of sales.

Other income

Other income for the period from January 1, 1996 through September 28, 1996
includes income of $3.5 million relating to licensing of a patent by the
Company in May 1996.

Cash and cash equivalents

All highly liquid investments with an original maturity of three months or
less are considered to be cash equivalents. These amounts are stated at cost
which approximates fair value.

Inventories

Inventories are stated at lower of cost, determined by the first-in, first-
out (FIFO) method, or market (also see Notes 3 and 5). Market for raw
materials is based on replacement costs and for other inventory
classifications on net realizable value. Consideration is given to
deterioration, obsolescence and other factors in evaluating net realizable
value.

Prepaid expenses

Prepaid expenses include sample inventory to be used for promotional
purposes. The value of samples is charged to promotional expense during the
period in which the samples are shipped.

F-9
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Property, plant and equipment

Property, plant and equipment is recorded at cost. Depreciation is
determined using the straight-line method over the estimated useful lives of
the assets, which are as follows (in years):

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
----------- -------
<S> <C> <C>
Buildings and land improvements............................. 20 to 50 25
Machinery and equipment..................................... 10 to 15 7
Furniture and fixtures...................................... 8 to 12 7
Automobiles................................................. 4 3
</TABLE>

Expenditures for renewals and betterments are capitalized, and maintenance
and repairs are charged to operations.

Negative goodwill/goodwill

Negative goodwill of the Company arose at the time of the Wesley Jessen
Acquisition since the fair value of net assets acquired significantly exceeded
total acquisition cost, resulting in a writedown of the Company's property,
plant and equipment balances and other noncurrent assets to zero with the
residual amount of $11.8 million being allocated to negative goodwill. This
amount is being amortized on a straight-line basis as a credit to income over
a period of fifteen years which is considered by management to be a reasonable
period to correspond with the economic benefit obtained from consumption of
the acquired assets. Negative goodwill was $11.4 million and $10.8 million,
net of $0.4 million and $1.0 million of accumulated amortization, at December
31, 1995 and September 28, 1996, respectively.

Goodwill of the Predecessor represents primarily the excess of cost over the
fair value of acquired net assets allocated to the Predecessor arising from
Schering-Plough's 1981 acquisition of the Predecessor, and was being amortized
on a straight-line basis over 40 years. At December 31, 1994, goodwill was
$19.2 million, net of accumulated amortization of $7.7 million.

The Predecessor's goodwill and other intangible assets (further discussed
below) related primarily to the Company's conventional soft contact lens
business. While the Company had experienced losses and operating cash flow
deficits in 1993, 1994 and the period from January 1, 1995 through June 28,
1995, these were the result of significant start-up costs and operational
issues associated with its molded, disposable lens business. However, based on
the relatively stable operations, positive operating cash flows and the
expectations of continued positive performance in 1995 and beyond of the
conventional lens business, the pre-Wesley Jessen Acquisition carrying values
of the Predecessor's goodwill and other intangible assets were not considered
to be impaired.

Intangible assets other than goodwill

Intangible assets of the Predecessor include purchased licenses, patents,
and other intangible assets which were amortized on a straight-line basis over
their expected useful lives. Licenses and patents, net of accumulated
amortization of $8.0 million and $20.2 million, respectively, aggregated $7.9
million and $2.8 million at December 31, 1994, respectively. Other intangible
assets aggregated $4.6 million at December 31, 1994, net of accumulated
amortization of $1.4 million. In connection with the purchase accounting
applied to the Wesley Jessen Acquisition (Note 3), these intangible assets
acquired were written down to zero.

Capitalized financing fees

Capitalized financing fees of the Company are amortized over the term of the
underlying debt utilizing the interest method and the amortization is included
in interest expense.

F-10
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Research and development costs

Expenditures related to the development of new products and processes,
including significant improvements and refinements of existing products, are
expensed as incurred.

Foreign currency translation

The functional currency of each of the Company's and the Predecessor's
foreign subsidiaries is the local currency in its respective country. Asset
and liability accounts of each entity are translated at the exchange rate in
effect at each period-end, and income and expense accounts are translated at
average exchange rates prevailing during the period. Gains and losses
resulting from the translation of these foreign currency financial statements
are included in stockholders' equity (deficit). Foreign currency translation
gains and losses of the Predecessor and the Company were not significant in
the periods presented and have not been presented separately.

Income taxes

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes, which is
an asset and liability method of accounting for income taxes. Under this
method, deferred tax assets and liabilities are recognized for the expected
future tax consequences, utilizing currently enacted tax rates, of temporary
differences between the carrying amounts and the tax bases of assets and
liabilities. Deferred tax assets are recognized, net of any necessary
valuation allowance, for the estimated future tax effects of deductible
temporary differences and tax operating loss and credit carryforwards.
Deferred tax expense or benefit represents the change in the deferred tax
asset or liability balances.

The Predecessor's operations were included in Schering-Plough's consolidated
U.S. federal tax returns. The provision for income taxes shown in the
Consolidated Statements of Operations has been determined as if the
Predecessor had filed separate tax returns for the periods presented; all U.S.
income taxes, including deferred taxes, were settled with Schering-Plough on a
current basis through the Schering-Plough investment account, and Schering-
Plough utilized the tax losses generated by the Predecessor. The income tax
attributes of the Predecessor did not survive the Wesley Jessen Acquisition.

Concentration of credit risk

The Company provides credit, in the normal course of business, to
distributors, optical store chains and physicians' offices. The Company
performs ongoing credit evaluations of its customers and maintains reserves
for potential credit losses which, when realized, have been within the range
of management's allowance for doubtful accounts.

Fair value of financial instruments

Cash, accounts receivable, accounts payable, and accrued liabilities are
reflected in the financial statements at amounts which approximate fair value,
primarily because of the short-term maturity of those instruments. The Company
believes that due to the adjustable interest rates applicable to its long-term
debt, the fair value approximates the carrying value of the obligations.

Interim results

The interim results of operations are not necessarily indicative of results
to be expected for a full year.

3. WESLEY JESSEN ACQUISITION

The Wesley Jessen Acquisition has been accounted for using the purchase
method of accounting. Accordingly, the purchase price has been allocated to
the assets purchased and the liabilities assumed based upon the estimated fair
values at the date of the Wesley Jessen Acquisition.

F-11
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

A summary of assets acquired, liabilities assumed, and purchase price paid
is as follows (dollars in millions):

<TABLE>
<S> <C>
Consideration:
Cash.................................................................... $47.0
Liabilities assumed..................................................... 29.6
-----
Cost of assets acquired................................................... $76.6
=====
</TABLE>

The final cost allocated to each of the Company's assets and liabilities at
the date of the Wesley Jessen Acquisition, as determined in accordance with
the purchase method of accounting, is presented in the table below (dollars in
millions). The estimated fair values allocated to acquired property, plant and
equipment, noncurrent intangible assets, and other noncurrent assets were
$103.9 million, $31.8 million, and $2.5 million, respectively. Since the
estimated fair values of the net assets acquired exceeded total acquisition
cost, the excess of net assets acquired over the purchase price was allocated
as a reduction to the Company's fixed assets, noncurrent intangible assets,
and other noncurrent assets, with the residual discount of $11.8 million being
allocated to negative goodwill.

<TABLE>
<S> <C>
Accounts receivable................................................ $ 20.1
Inventories........................................................ 64.3
Prepaid expenses and other current assets.......................... 4.0
Property, plant, and equipment..................................... --
Noncurrent intangible assets....................................... --
Other noncurrent assets............................................ --
Accounts payable and accrued liabilities........................... (24.7)
Deferred income tax liabilities.................................... (4.9)
Negative goodwill.................................................. (11.8)
------
Net assets acquired.............................................. $ 47.0
======
</TABLE>

The Wesley Jessen Acquisition was financed by $43.0 million of bank debt and
$7.5 million of proceeds from the issuance of the Company's common stock; the
Company incurred and capitalized financing fees of $3.5 million.

4. ACCOUNTS RECEIVABLE

Accounts receivable consist of the following (in millions):

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ --------------------------
DECEMBER 31, DECEMBER 31, SEPTEMBER 28,
1994 1995 1996
------------ ------------ -------------
<S> <C> <C> <C>
Trade receivables....................... $ 44.7 $31.6 $28.9
Less allowances:
Doubtful accounts..................... (5.2) (4.7) (3.4)
Sales returns and adjustments......... (15.8) (7.2) (8.3)
------ ----- -----
Net receivables......................... $ 23.7 $19.7 $17.2
====== ===== =====
</TABLE>

F-12
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5. INVENTORIES

Inventories consist of the following (in millions):
<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ --------------------------
DECEMBER 31, DECEMBER 31, SEPTEMBER 28,
1994 1995 1996
------------ ------------ -------------
<S> <C> <C> <C>
Raw materials........................... $ 0.7 $ 3.2 $ 3.4
Work-in-process......................... 0.7 2.1 3.4
Finished goods.......................... 13.6 20.4 7.2
----- ----- -----
$15.0 $25.7 $14.0
===== ===== =====
</TABLE>

In connection with the Wesley Jessen Acquisition, under the purchase method
of accounting, the Company's total inventories were written up by $40.6
million to fair value at the date of the Acquisition. Of this amount, $34.0
million and $6.6 million was charged to cost of goods sold during the periods
June 29, 1995 through December 31, 1995, and January 1, 1996 through September
28, 1996, respectively.

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following (in millions):

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ --------------------------
DECEMBER 31, DECEMBER 31, SEPTEMBER 28,
1994 1995 1996
------------ ------------ -------------
<S> <C> <C> <C>
Land................................... $ 4.8 $ -- $--
Buildings and land improvements........ 49.9 -- 0.7
Machinery, equipment, furniture and
fixtures.............................. 77.8 -- 1.7
Construction-in-progress............... 4.4 0.9 2.4
------ ----- ----
136.9 0.9 4.8
Less accumulated depreciation.......... (30.8) -- (0.2)
------ ----- ----
Net property, plant, and equipment..... $106.1 $ 0.9 $4.6
====== ===== ====
</TABLE>

Expenditures for maintenance and repairs were $2.6 million, $4.6 million,
$1.9 million, $1.7 million and $1.7 million for the years ended December 31,
1993 and 1994, the period from January 1, 1995 through June 28, 1995, the
period from June 29, 1995 through December 31, 1995 and the period from
January 1, 1996 through September 28, 1996.

7. ADVERTISING COSTS

The Predecessor and the Company participate in several cooperative
advertising programs with customers. The costs incurred under these programs
are accrued and expensed at the inception of the contract. All of the
Predecessor's and the Company's other production costs of advertising are
expensed the first time the advertising takes place. Advertising expense for
the years ended December 31, 1993 and 1994, for the period from January 1,
1995 through June 28, 1995, for the period from June 29, 1995 through December
31, 1995 and for the period from January 1, 1996 through September 28, 1996
was $5.8 million, $13.7 million, $8.8 million, $5.8 million and $8.7 million,
respectively.

8. RELATED PARTY TRANSACTIONS

Predecessor parent company

Schering-Plough provided the Predecessor certain legal, audit, data
processing, engineering, insurance, facility, regulatory, and administrative
services. Charges to the Predecessor for these services are reflected in the

F-13
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Consolidated Statements of Operations through June 28, 1995 and were based on
allocations of Schering-Plough's actual direct and indirect costs using
varying allocation bases as appropriate (hours worked, headcount, etc.)
designed to estimate the actual cost incurred by Schering-Plough to render
these services to the Predecessor. Management believes that the basis used for
allocating such services is reasonable, and the allocation process was
consistent with the methodology used by Schering-Plough to allocate the cost
of similar services provided to its other business units. No provision has
been made for possible incremental expenses that would have been incurred or
hypothetical savings achieved had the Predecessor operated as an independent
entity. These charges are included in marketing and administrative expenses
and are summarized as follows (in millions):

<TABLE>
<CAPTION>
PREDECESSOR
-------------------------------
YEAR ENDED FOR THE PERIOD
DECEMBER 31, JANUARY 1, 1995
------------- THROUGH JUNE 28,
1993 1994 1995
------ ------ -----------------
<S> <C> <C> <C>
Allocations:
General and administrative.................... $ 1.9 $ 1.9 $1.1
Legal......................................... 2.1 2.1 0.8
Compensation and benefits..................... 0.7 0.5 0.1
Direct charges:
Insurance..................................... 2.5 3.2 1.8
------ ------ ----
$ 7.2 $ 7.7 $3.8
====== ====== ====
</TABLE>

The Predecessor's consolidated statements of operations also include a
financing charge from Schering-Plough based upon 11% of receivables
outstanding and inventories on-hand throughout the period. This charge
amounted to $6.9 million, $7.2 million, and $3.5 million for the years ended
December 31, 1993 and 1994, and the period from January 1, 1995 through June
28, 1995, respectively.

A summary of changes in Schering-Plough's investment is as follows (in
thousands):

<TABLE>
<S> <C>
Excess of assets over liabilities at December 31, 1992................ $200,581
1993 net loss......................................................... (18,332)
Net change in amounts due to/from Schering-Plough..................... 13,994
--------
Excess of assets over liabilities at December 31, 1993................ 196,243
1994 net loss......................................................... (30,486)
Net change in amounts due to/from Schering-Plough..................... 7,652
--------
Excess of assets over liabilities at December 31, 1994................ 173,409
Net loss from January 1, 1995 through June 28, 1995................... (13,143)
Net change in amounts due to/from Schering-Plough..................... 11,272
--------
Excess of assets over liabilities at June 28, 1995.................... $171,538
========
</TABLE>

Management and advisory fees--Company

In connection with the Wesley Jessen Acquisition, the Company entered into
an agreement with Bain Capital, Inc., an affiliate of the Company's major
stockholder, for the provision of management and advisory services. Included
in marketing and administrative expense during the period from June 29, 1995
through December 31, 1995 and January 1, 1996 through September 28, 1996, are
$500,000 and $750,000, respectively, of management fees paid for the services
provided pursuant to this agreement. In addition, if the Company enters into
any acquisition transactions, it must pay specified fees to Bain Capital, Inc.
based upon the purchase price. The Company paid Bain Capital, Inc. a fee of
$652,000 for services provided in structuring the Wesley Jessen Acquisition.

F-14
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. LONG-TERM DEBT

On June 28, 1995, the Company entered into a $55 million credit agreement,
consisting of a $30 million term loan payable in 23 quarterly installments,
commencing December 31, 1995, and a $25 million revolving credit note, both of
which are due June 30, 2001. Interest on the term loan is computed on a
floating rate based on LIBOR while the revolver is based on a fixed rate. At
December 31, 1995 and September 28, 1996, the Company's weighted average
borrowing rate was 9.3% and 8.7%, respectively.

At September 28, 1996, the entire amount of the revolving credit note was
unused. The Company is liable for commitment fees ranging from 0.375% to 0.50%
per annum on the daily unutilized portion of the revolving credit note.

The credit agreement contains a number of covenants, including among others,
covenants restricting the Company and its subsidiaries with respect to the
incurrence of indebtedness, declaration or payment of dividends or other
distributions in excess of prescribed levels, creation of liens, and the
making of certain investments or loans. The Company and its subsidiaries are
also required to comply with certain financial tests and maintain certain
financial ratios including maintaining prescribed minimum levels of net worth
and leverage ratios. The revolving credit note is secured by approximately 70%
of domestic accounts receivable and 60% of domestic raw material and finished
goods inventories, as defined in the credit agreement.

Refinancing

On October 2, 1996, in connection with the Barnes-Hind Acquisition described
in Note 15, the Company replaced its long-term borrowing arrangement with the
following new credit facilities:

$45 million revolving credit facility due February 28, 2002

$45 million Term Loan A due February 28, 2002

$50 million Term Loan B due February 29, 2004

In connection with the refinancing, the Company recognized an extraordinary
loss in October 1996 of $2.8 million, primarily relating to the write-off of
capitalized financing fees. Additionally, the Company incurred and capitalized
financing fees of approximately $7.8 million which are being amortized over
the term of the new credit facilities.

Amounts borrowed under the credit facilities bear interest, at the Company's
option, at either the Base Rate (higher of (i) 0.5% in excess of the Federal
Reserve reported adjusted certificate of deposit rate and (ii) the lender's
prime lending rate) plus a margin of 1.75% to 2.25%, or the Eurodollar Rate as
determined by the lenders plus a margin of 2.75% to 3.25%. At October 2, 1996,
the applicable borrowing rates were as follows: Term Loan A 8.22%; Term Loan B
8.72%; and revolving credit facility 10%. Additionally, the Company is
required to pay a commitment fee of 0.5% of the unutilized commitments under
the revolving credit facility; the unutilized portion at October 2, 1996 was
$43.4 million. The credit facilities are guaranteed by the Company and secured
by the capital stock and substantially all assets and property of all its
direct and indirect domestic subsidiaries.

The term loans are repayable as follows (in thousands):

F-15
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The credit facilities contain certain change of control provisions and
impose certain restrictive covenants upon the Company related to the
incurrence of indebtedness, transactions with affiliates, business
combinations, investments, purchases and asset sales, payments of dividends,
and attainment of financial covenants including interest coverage, earnings
and leverage ratios.

10. STOCKHOLDERS' EQUITY (DEFICIT)

Common stock

The Company's authorized capital stock consists of 600,000 shares of Class L
Common Stock, par value $.01 per share ("Class L Common"), and 5,400,000
shares of Common Stock, par value $.01 per share ("Common Stock"). Concurrent
with the Wesley Jessen Acquisition, the Company issued 415,000 shares of Class
L Common (issued at $17.41 per share) and 3,735,000 shares of Common Stock
(issued at $0.081 per share).

Holders of Class L Common and Common Stock are entitled to one vote per
share on all matters to be voted on by the Company's stockholders, and the
holders of both classes of stock vote together as a single class. The
outstanding shares of one class of stock cannot be the subject of a stock
split or a stock dividend unless the outstanding shares of the other class are
similarly affected.

Holders of Class L Common are entitled to a preferential payment ("Yield")
in the amount of 12.5% per year on the original cost paid for the shares
($17.41 per share) plus any accumulated and unpaid Yield thereon. The Yield
accumulates until such time as distributions are made by the Company as
described in the following paragraph. No distributions were made by the
Company during the periods ended December 31, 1995 and September 28, 1996, and
the accumulated and unpaid Yield at December 31, 1995 and September 28, 1996,
amounted to $475,000 and $1,245,000, respectively.

Holders of Class L Common and Common Stock are entitled to distributions
(whether by dividend, liquidating distribution or otherwise) made by the
Company to stockholders (whether in cash, property or securities of the
Company) in the following priority:

1. Any unpaid Yield on the Class L Common;

2. Original cost of Class L Common, less any amounts previously returned;
and

3. Any remaining portion of the distribution, ratably among the holders of
the Common Stock.

Concurrent with the Wesley Jessen Acquisition, the Company issued 14,034
shares of Class L Common at $17.41 per share and 126,318 shares of Common
Stock at $0.081 per share to certain management employees. Consideration for
these shares approximates fair market value at the date of the Acquisition. In
December 1995, the Company issued 143 shares of Class L Common at $17.41 per
share and 1,286 shares of Common Stock at $0.081 per share to a new management
employee. Stock subscriptions receivable in the amount of $257,000 are
reflected as a reduction of stockholders' equity at December 31, 1995; these
stock subscriptions were received during the period from January 1, 1996
through September 28, 1996.

During the period from January 1, 1996 through September 28, 1996, the
Company issued 823 Class L Common Shares at $17.41 per share and 7,396 Common
Shares at $0.081 per share to certain new management employees. Additionally,
the Company granted 49,281 options to these new management employees at option
prices ranging from $0.081 to $7.33 per share. Certain of the December 1995
and the 1996 option grants and stock purchases were at prices below the
corresponding estimated fair market values, and the Company recognized the
related compensation expense.

In October 1996, 108,933 shares of Class L Common were exchanged for 220,582
shares of Common Stock by the Company; retroactive effect has been given to
this transaction as of September 28, 1996.

Stock options

As permitted, the Company applies Accounting Principles Board Opinion 25 and
related Interpretations in accounting for its stock-based compensation plan.
Had compensation cost for the Company's stock-based

F-16
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
compensation plan been determined based on the fair value at the grant dates
for awards under the plan consistent with the alternative method of Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation, the effect on the Company's net income (loss) for the periods
ended December 31, 1995 and September 28, 1996 would not have been
significant.

The Board of Directors has authorized grants of non-qualified stock options
to certain members of the Company's management for up to an aggregate of
700,000 shares of Common Stock pursuant to the 1995 Stock Purchase and Option
Plan. The stock option grants are of two types: time options and target
options. All options expire in 10 years and include certain repurchase and
participation rights which cease upon (1) a sale of the Company or (2) sale of
its common shares by the Company pursuant to a Registration Statement under
the Securities Act of 1933 in connection with which Bain Capital, Inc. and
affiliated investors cease to own at least 20% of the Company.

Of the time option grants, 150,000 vest in four equal annual installments
beginning on June 28, 1996 and 100,000 vest in five equal installments
beginning on April 5, 1996. In certain circumstances, including (1) a sale of
the Company or (2) sale of its common shares by the Company pursuant to a
Registration Statement under the Securities Act of 1933 in connection with
which Bain Capital, Inc. and affiliated investors cease to own at least 20% of
the Company, all time option grants vest immediately. Options are granted at
the fair market value of the Common Stock on the date of grant. All time
option grants (250,000 shares) remained outstanding at September 28, 1996, and
57,500 have vested.

Target option grants are exercisable immediately and were granted at prices
that were in excess of fair market value of the common stock on the date of
grant (225,000 shares at $3.70 and 225,000 at $7.33). At September 28, 1996,
all target option grants (450,000 shares) remained outstanding.

The table below summarizes the Company's stock option activity :

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
OPTION EXERCISE
NUMBER OF PRICE PER PRICE PER
COMMON SHARES COMMON SHARE COMMON SHARE
------------- ------------ ------------
<S> <C> <C> <C>
Balance, June 29, 1995................. -- $ -- $ --
Granted.............................. 650,719 .081-7.33 3.56
Canceled............................. -- -- --
Exercised............................ -- -- --
------- ---------- -----
Balance, December 31, 1995............. 650,719 .081-7.33 3.56
Granted.............................. 49,281 .081-7.33 3.70
Canceled............................. -- -- --
Exercised............................ -- -- --
------- ---------- -----
Balance, September 28, 1996............ 700,000 $.081-7.33 $3.57
======= ========== =====
Options exercisable, September 28,
1996.................................. 507,500 $.081-7.33 $4.90
</TABLE>

During 1996, the weighted average grant date fair value per common share was
$8.13 for options granted below estimated fair market value.

At September 28, 1996, the weighted average remaining contractual life of
outstanding options was 8.8 years.

In October 1996, pursuant to the 1996 Stock Option Plan, the Board of
Directors authorized and granted options to purchase an aggregate of 135,502
shares of Common Stock at an exercise price of $22.67 per share, which
approximates fair market value at the date of grant. Options to purchase an
aggregate of 85,502 shares were immediately exercisable, and options to
purchase 50,000 shares vest in equal installments over a five-year period
beginning on October 22, 1997.

F-17
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. INCOME TAXES

Income (loss) before income tax (expense) benefit is as follows (in
thousands):

<TABLE>
<CAPTION>
PREDECESSOR
---------------------------------------
YEAR ENDED
------------------------- JANUARY 1,
DECEMBER 31, DECEMBER 31, THROUGH
1993 1994 JUNE 28, 1995
------------ ------------ -------------
<S> <C> <C> <C>
Domestic (including Puerto Rico)........ $(33,153) $(54,031) $(17,936)
International........................... (2,393) (3,390) (4,608)
-------- -------- --------
Loss before income tax benefit.......... $(35,546) $(57,421) $(22,544)
======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
COMPANY
--------------------------
JUNE 29 JANUARY 1
THROUGH THROUGH
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -------------
<S> <C> <C>
Domestic (including Puerto Rico)..................... $(33,469) $10,258
International........................................ (268) (776)
-------- -------
Income (loss) before income tax (expense) benefit.... $(33,737) $ 9,482
======== =======
</TABLE>

Income tax (expense) benefit is as follows (in thousands):

<TABLE>
<CAPTION>
PREDECESSOR
---------------------------------------
YEAR ENDED
------------------------- JANUARY 1
DECEMBER 31, DECEMBER 31, THROUGH
1993 1994 JUNE 28, 1995
------------ ------------ -------------
<S> <C> <C> <C>
Current income tax benefit:
Domestic federal..................... $12,023 $19,185 $6,338
Domestic state and local (including
Puerto Rico)........................ 5,191 7,750 3,063
International........................ -- -- --
------- ------- ------
$17,214 $26,935 $9,401
======= ======= ======
</TABLE>

<TABLE>
<CAPTION>
COMPANY
----------------------------
JUNE 29 JANUARY 1
THROUGH THROUGH
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------- --------------
<S> <C> <C>
Current income tax (expense) benefit:
Domestic federal................................ $ (872) $(1,064)
Domestic state and local (including Puerto Ri-
co)............................................ (287) (227)
International................................... (64) (631)
------- -------
$(1,223) $(1,922)
------- -------
Deferred income tax (expense) benefit:
Domestic federal................................ 13,045 1,050
Domestic state and local (including Puerto Ri-
co)............................................ 2,228 (749)
International................................... (28) --
------- -------
15,245 301
------- -------
$14,022 $(1,621)
======= =======
</TABLE>

F-18
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

No allocation of the Predecessor's income tax benefits between current and
deferred amounts has been made as all U.S. income taxes, including deferred
taxes, were settled with Schering-Plough on a current basis through the
Schering-Plough investment account. Schering-Plough utilized in full the tax
losses generated by the Predecessor. The income tax attributes of the
Predecessor did not survive the Acquisition.

Differences between the U.S. federal income tax statutory rates applicable
to the Predecessor and the Company, respectively, and the income tax (expense)
benefit recorded are attributable to the following:

<TABLE>
<CAPTION>
PREDECESSOR
-----------------------------------
YEAR ENDED JANUARY 1
------------------------- THROUGH
DECEMBER 31, DECEMBER 31, JUNE 28,
1993 1994 1995
------------ ------------ ---------
<S> <C> <C> <C>
Income tax statutory rate.................. 35.0% 35.0% 35.0%
State taxes (including Puerto Rico), net of
federal tax benefit....................... 14.6 13.5 13.6
Effect of international operations......... (2.4) (2.1) (7.2)
Other factors.............................. 1.2 0.5 0.3
---- ---- ----
Income tax benefit......................... 48.4% 46.9% 41.7%
==== ==== ====
</TABLE>

<TABLE>
<CAPTION>
COMPANY
--------------------------
JUNE 29 JANUARY 1
THROUGH THROUGH
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -------------
<S> <C> <C>
Income tax statutory rate........................... 34.0% (34.0)%
State taxes (including Puerto Rico), net of federal
tax benefit........................................ 8.4 17.8
Effect of international operations.................. (0.5) (2.8)
Amortization of negative goodwill................... 0.2 1.6
Other factors....................................... (0.5) 0.3
---- -----
Income tax (expense) benefit........................ 41.6% (17.1)%
==== =====
</TABLE>

Deferred tax assets and liabilities are comprised of the following (in
thousands):

<TABLE>
<CAPTION>
COMPANY
--------------------------
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -------------
<S> <C> <C>
Deferred tax assets:
Accounts receivable valuation allowances.......... $ 5,058 $ 3,913
Inventory reserves................................ 5,950 2,186
Fixed assets...................................... 4,578 3,310
Accrued expenses.................................. 2,617 3,529
Other deductible temporary differences............ 46 71
------- -------
Total deferred tax assets........................... 18,249 13,009
------- -------
Deferred tax liabilities:
Inventory step-up and beginning basis difference
in opening inventory............................. 6,680 --
Puerto Rico tollgate tax.......................... 22 1,418
Federal benefit of deferred state taxes........... 780 935
Other taxable temporary differences............... 412 --
------- -------
Total deferred tax liabilities...................... 7,894 2,353
------- -------
Net deferred tax assets............................. $10,355 $10,656
======= =======
Noncurrent portion of deferred tax assets........... $ 4,315 $ 4,132
======= =======
Current portion of deferred tax assets.............. $ 6,040 $ 6,524
======= =======
</TABLE>

F-19
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
At December 31, 1995 and September 28, 1996, the Company has not provided a
valuation allowance against its deferred tax assets because, based upon its
current operating plans, the Company believes that it is more likely than not
that the assets will be realized through future profitable operations.

Estimated taxes have been provided for the Company's international
operations assuming repatriation of all available earnings. The Predecessor's
and the Company's manufacturing operations in Puerto Rico qualify for income
tax credit available under Section 936 of the Internal Revenue Code. Recent
legislation will phase out the income tax credit allowed under Section 936
over a ten year period. The phase out period will allow a tax credit under
present law through December 31, 2001. The credit will be subject to further
limitation through December 31, 2005, and thereafter the credit is eliminated.

12. RETIREMENT BENEFITS

Pensions

Eligible employees of the Predecessor in the United States and certain other
countries were participants, along with employees of other Schering-Plough
subsidiaries, in defined benefit pension plans sponsored by Schering-Plough.
Benefits under these plans are generally based upon the participants' average
final earnings and years of credited service, and take into account
governmental retirement benefits. Schering-Plough's funding policy is to
contribute actuarially determined amounts, after taking into consideration the
funded status of each plan and regulatory limitations. Pension cost allocated
by Schering-Plough to the Predecessor for 1993 and 1994 amounted to $0.7
million and $0.8 million, respectively, and was offset in full by the
allocated return on pension plan assets for a net cost of zero; the
Predecessor was allocated a net credit of $0.2 million for the period from
January 1, 1995 through June 28, 1995.

Effective June 29, 1995, the employees of the Company terminated
participation in the Schering-Plough pension plans. Pursuant to the Wesley
Jessen Acquisition agreement, the United States participants' pension
liabilities and the related assets are to be transferred from the Schering-
Plough plan to a new plan that is presently being established by the Company,
the Wesley Jessen Cash Balance Pension Plan (the "Plan"). The amounts of
pension liabilities and accompanying assets to be transferred from the
Schering-Plough plan to the Plan have not been finalized but are both
estimated to be approximately $4.5 million. Pending transfer to the Plan, the
pension assets will earn a 7% rate of return guaranteed by Schering-Plough.

The Plan is a defined benefit plan, effective as of January 1, 1996,
covering substantially all United States employees (including Puerto Rico).
Under the Plan, the Company will contribute a percentage of compensation for
each participant (annual pay credits) based upon years of service, excluding
the period June 29, 1995 to December 31, 1995 and with the Predecessor.
Additionally, the Plan provides for a specified return (interest credits) on
participants' account balances. Under the Plan, annual pay credits and
interest credits will be accumulated in participants' accounts as the basis
for their Plan benefits. The Company will contribute actuarially determined
amounts to fund Plan benefits within regulatory minimum requirements and
maximum tax deductible limits. Vesting occurs after five years of service and
includes service during the period June 29, 1995 to December 31, 1995. The
Company has applied to the Internal Revenue Service for approval of the Plan.

F-20
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Net pension expense for the pension plan includes the following components
(in thousands):

<TABLE>
<CAPTION>
COMPANY
--------------------------
JUNE 29 JANUARY 1,
THROUGH THROUGH
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -------------
<S> <C> <C>
Service costs--benefits earned during the period..... $-- $ 324
Interest cost on projected benefit obligation........ 151 271
Expected return on plan assets....................... (151) (236)
Net amortization and deferral........................ -- 45
---- -----
Net pension expense................................ $-- $ 404
==== =====
</TABLE>

The following table sets forth the funded status and amounts recognized in
the consolidated balance sheet (in thousands):

<TABLE>
<CAPTION>
COMPANY
------------------------------------
DECEMBER 31, 1995 SEPTEMBER 28, 1996
----------------- ------------------
<S> <C> <C>
Actuarial present value of benefit obliga-
tions:
Vested benefit obligations.............. $4,017 $ 4,160
Nonvested benefit obligations........... 228 232
------ -------
Accumulated benefit obligation............ $4,245 4,392
====== =======
Plan assets at fair value................. $4,500 4,736
Projected benefit obligation.............. 4,245 4,750
------ -------
Plan assets in excess of (less than) pro-
jected benefit obligations............... 255 (14)
Unrecognized prior service cost........... -- 696
Unrecognized net (gain)................... (255) (1,086)
------ -------
Pension liability recognized.............. $ -- $ (404)
====== =======
</TABLE>

Assumptions used in the actuarial computations are as follows:

<TABLE>
<CAPTION>
COMPANY
------------------------------------
DECEMBER 31, 1995 SEPTEMBER 28, 1996
----------------- ------------------
<S> <C> <C>
Discount rate.............................. 7.25% 8.0%
Expected rate of compensation increase..... 5.0% 5.0%
Expected rate of return on plan assets..... 7.0% 7.0%
</TABLE>

Postretirement benefits other than pensions

Eligible United States retirees of the Predecessor and their dependents were
provided postretirement health care and other benefits under benefit plans
sponsored by Schering-Plough. Eligibility for such benefits depended upon age
and years of service, and retirees shared in the cost of health care benefits.
Postretirement health care cost allocated to the Predecessor by Schering-
Plough for fiscal years 1993, 1994, and for the period from January 1, 1995
through June 28, 1995 was $0.6 million, $0.3 million and $0.3 million,
respectively. In conjunction with the Acquisition, the Company did not assume
any existing retiree postretirement benefit obligations. The Company does not
offer postretirement health care benefits to its employees.

F-21
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

13. GEOGRAPHICAL INFORMATION

Financial information by geographic area is as follows (in thousands):

<TABLE>
<CAPTION>
PREDECESSOR
-----------------------------------
JANUARY 1
YEAR ENDED YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31, JUNE 28,
1993 1994 1995
------------ ------------ ---------
<S> <C> <C> <C>
Total assets:
United States (including territories).... $ 204,401 $183,714 $ 183,855
Canada................................... 6,083 5,490 4,076
Europe................................... 11,285 11,903 10,119
Eliminations............................. (7,022) (9,678) (6,595)
--------- -------- ---------
Total assets........................... $ 214,747 $191,429 $ 191,455
========= ======== =========
Net sales:
United States (including territories).... $ 98,744 $105,569 $ 45,366
Canada................................... 9,938 5,939 2,330
Europe................................... 13,929 13,334 6,549
Eliminations............................. (19,225) (15,202) (3,226)
--------- -------- ---------
Net sales.............................. $ 103,386 $109,640 $ 51,019
========= ======== =========
</TABLE>

The Predecessor's aggregate export sales, by geographic area, were as
follows:

<TABLE>
<CAPTION>
PREDECESSOR
-----------------------------------
JANUARY 1
YEAR ENDED YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31, JUNE 28,
1993 1994 1995
------------ ------------ ---------
<S> <C> <C> <C>
Europe...................................... $ 2,693 $ 2,332 $1,656
Asia Pacific................................ 5,443 7,108 2,873
Latin America............................... 7,842 5,411 2,610
Africa and Middle East...................... 3,077 3,368 488
------- ------- ------
Total..................................... $19,055 $18,219 $7,627
======= ======= ======
</TABLE>

<TABLE>
<CAPTION>
COMPANY
--------------------------
JUNE 29 JANUARY 1
THROUGH THROUGH
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -------------
<S> <C> <C>
Total assets:
United States (including territories).............. $ 55,361 $55,731
Canada............................................. 4,052 3,393
Europe............................................. 8,609 9,644
Eliminations....................................... (692) (5,525)
-------- -------
Total assets..................................... $ 67,330 $63,243
======== =======
Net sales:
United States (including territories).............. $ 49,198 $87,524
Canada............................................. 2,720 4,023
Europe............................................. 6,066 11,105
Eliminations....................................... (3,669) (6,604)
-------- -------
Net sales........................................ $ 54,315 $96,048
======== =======
</TABLE>

F-22
<PAGE>

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company's aggregate export sales, by geographic area, were as follows:

<TABLE>
<CAPTION>
COMPANY
--------------------------
JUNE 29 JANUARY 1
THROUGH THROUGH
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -------------
<S> <C> <C>
Europe............................................... $ 1,559 $ 3,303
Asia Pacific......................................... 3,630 7,297
Latin America........................................ 2,984 6,819
Africa and Middle East............................... 1,933 1,531
------- -------
Total.............................................. $10,106 $18,950
======= =======
</TABLE>

Transfer Pricing

Transfers among the Company's subsidiaries are at selling prices that
represent the selling subsidiary's cost plus a profit margin established by
management.

14. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases a warehouse distribution facility under a non-cancelable
operating lease that expires April 30, 2005. The terms of this lease were
determined at the Wesley Jessen Acquisition date to be adverse to the Company
as the lease terms committed to by Schering-Plough exceeded the current market
rates for a similar lease, which was considered in determining the estimated
fair values of net assets at the Wesley Jessen Acquisition date. The Company
also leases certain computer and other equipment under operating leases. Total
rent expense was as follows (in thousands):

<TABLE>
<S> <C>
Predecessor
Year ended December 31, 1993.......................................... $2,903
======
Year ended December 31, 1994.......................................... $2,983
======
The period from January 1, 1995 through June 28, 1995 ................ $1,513
======
Company
The period from June 29, 1995 through December 31, 1995 .............. $ 494
======
The period from January 1, 1996 through September 28, 1996 ........... $1,112
======
</TABLE>

Future minimum lease payments under non-cancelable operating leases at
December 31, 1995 were as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING
-----------
<S> <C>
September 30, 1997................................................................. $ 530
September 30, 1998................................................................. 542
September 30, 1999................................................................. 468
September 30, 2000................................................................. 455
September 30, 2001................................................................. 466
Thereafter......................................................................... 2,287
------
Total obligations.................................................................. $4,748
======
</TABLE>

F-23
<PAGE>

WESLEY JESSEN VISION CARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Litigation

The Company has certain product liability, personal injury and employment
related litigation and claims pending in the normal course of its business.
Management believes that any uninsured losses resulting from the resolution of
such litigation and claims would not have a material adverse impact on the
Company's financial position or results of operations as presented in the
accompanying financial statements.

15. SUBSEQUENT EVENT--ACQUISITION OF PILKINGTON BARNES HIND GROUP

On October 2 , 1996, the Company acquired the contact lens business
operating under the name Pilkington Barnes Hind Group from Pilkington plc (the
"Barnes-Hind Acquisition") for approximately $62.4 million, comprising cash
consideration of $57.4 million and a subordinated promissory note in the
principal amount of $5.0 million bearing interest at 8% per year, payable in
kind (the "Pilkington Note"). Fees of $2.9 million were also incurred in
connection with the closing of the acquisition. The purchase price is subject
to adjustments based upon certain net current asset and capital expenditure
measures as of the closing date of the transaction. The Pilkington Note along
with accrued interest thereon, is payable on February 1, 2005. The Pilkington
Note is subordinate to all current and long-term debt of the Company and is
subject to acceleration in specific circumstances, including a public offering
of the Company's common stock from which certain investors receive any of the
proceeds. In connection with the structuring of the refinancing described in
Note 9 and the Barnes-Hind Acquisition, the Company paid fees of $3.0 million
to Bain Capital, Inc.

The Barnes-Hind Acquisition will be accounted for by the purchase method.
Accordingly, the results of operations of the Barnes-Hind business will be
included with those of the Company for periods commencing on October 2, 1996.
Based upon preliminary purchase accounting, no significant goodwill or
negative goodwill arose from the transaction.

The unaudited pro-forma combined condensed balance sheet of the Company and
Barnes-Hind as of September 28, 1996 is set out below, after giving pro forma
effect as of September 28, 1996 to (1) the Barnes-Hind Acquisition; (2) the
refinancing described in Note 9; (3) approximately $3.4 million of
restructuring expenses expected to be incurred by the Company in late 1996 for
restructuring the Wesley Jessen operations following the Barnes-Hind
Acquisition; and (4) extraordinary losses of $2.8 million related to writing
off capitalized financing fees in connection with the October 2, 1996
financing (in millions):

<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
Current assets.................................................... $161.0
Property, plant and equipment, net................................ 8.3
Other assets...................................................... 13.3
------
$182.6
======
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
----------------------------------------------
<S> <C>
Current liabilities............................................... $ 79.5
Negative goodwill................................................. 10.8
Long term debt (excluding current maturities)..................... 100.0
Other liabilities................................................. 0.4
Stockholders' equity (deficit).................................... (8.1)
------
$182.6
======
</TABLE>

In connection with the Barnes-Hind Acquisition, the Company entered into a
voluntary consent order with the Federal Trade Commission which provides,
among other things, that the Company must divest Barnes-Hind's

F-24
<PAGE>

WESLEY JESSEN VISION CARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
U.S. Natural Touch Product Line. The purchase accounting includes the expected
consideration for the assets associated with the U.S. Natural Touch Product
Line. Such assets have been valued so that no gain or loss would result from
such divestiture, as is required under generally accepted accounting
principles.

The unaudited pro forma combined results of operations for the Company and
Barnes-Hind are set out below, giving pro forma effect to: (i) the Wesley-
Jessen Acquisition; (ii) the Barnes-Hind Acquisition; (iii) the refinancing
described in Note 9; (iv) the estimated recurring cost savings to the Company
from facilities and personnel rationalizations; (v) elimination of non-
recurring increases to cost of goods sold as a result of applying purchase
accounting to inventories and excluding non-recurring charges for restructuring
the Wesley-Jessen operations following the Barnes-Hind Acquisition; (vi) the
divestiture of Barnes-Hind's U.S. Natural Touch Product Line; and (vii)
adjusting the income tax (expense) benefit to an effective rate of 34%, each as
if the transactions had occurred as of January 1, 1995 (in millions):
<TABLE>
<CAPTION>
JANUARY 1
YEAR ENDED THROUGH
DECEMBER 31, 1995 SEPTEMBER 28, 1996
----------------- ------------------
<S> <C> <C>
Net sales........................... $ 231.0 $ 190.4
========== ==========
Net income (loss)................... $ (1.5) $ 10.5
========== ==========
Pro forma income (loss) per common
and common equivalent share........ $ (0.11) $ 0.72
========== ==========
Weighted average shares used in com-
putation of pro forma income (loss)
per common and common equivalent
share.............................. 14,403,079 14,630,859
========== ==========
</TABLE>

The pro forma results are not necessarily indicative of what actually would
have occurred if the Barnes-Hind Acquisition had been in effect for the periods
presented and are not intended to be a projection of future results, which are
dependent on the ability of the Company to accomplish its objectives in
connection with the Barnes-Hind Acquisition. See "Risk Factors--Risks in the
Integration of Barnes-Hind."

F-25
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Shareholders, Pilkington Barnes Hind Group:

We have audited the accompanying combined balance sheets of Pilkington
Barnes Hind Group as of March 31, 1995 and 1996, and the related combined
statements of operations, parent company investment and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and
perform the audits 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. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Pilkington Barnes
Hind Group as of March 31, 1995 and 1996, and the results of its combined
operations and its combined cash flows for each of the years then ended, in
conformity with generally accepted accounting principles in the United States.

The accompanying combined financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has suffered recurring losses from
operations that raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

As discussed in Note 16 to the financial statements, an agreement was
entered into in July 1996, where certain assets and liabilities of the Company
will be sold.

Coopers & Lybrand L.L.P.
San Jose, California
July 26, 1996, except as to Note 16,
which is as of September 24, 1996

F-26
<PAGE>

PILKINGTON BARNES HIND GROUP

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31,
--------------------
1995 1996
--------- ---------
(IN THOUSANDS OF
U.S. DOLLARS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................ $ 12,810 $ 14,958
Trade accounts receivable, less allowance for doubtful
accounts of $1,902 in 1995 and $1,671 in 1996........... 21,882 26,207
Receivables from affiliated companies.................... 147 67
Inventories.............................................. 38,139 30,128
Prepaids and other current assets........................ 3,423 4,821
Deferred income taxes.................................... 35 306
--------- ---------
Total current assets.................................... 76,436 76,487
Property, plant and equipment, net........................ 25,039 33,346
Other assets.............................................. 838 2,351
--------- ---------
Total assets............................................ $ 102,313 $ 112,184
========= =========
LIABILITIES AND PARENT COMPANY INVESTMENT
Current liabilities:
Notes payable to banks................................... $ 2,974 $ 963
Accounts payable:
Trade.................................................... 9,963 6,736
Affiliates............................................... 758 331
Notes payable to parent and affiliated companies......... 83,317 4,108
Accrued liabilities...................................... 8,846 8,128
Accrued payroll and related liabilities.................. 5,961 6,422
Deferred income taxes.................................... 459 1,748
Dividends payable........................................ 522 4,542
--------- ---------
Total current liabilities............................... 112,800 32,978
Long-term debt, due to affiliated companies............... 4,577 5,343
Other liabilities......................................... 3,674 3,183
--------- ---------
Total liabilities....................................... 121,051 41,504
--------- ---------
Commitments and contingencies (Notes 11 and 12).
Parent company investment (deficit)....................... (18,738) 70,680
--------- ---------
Total liabilities and parent company investment......... $ 102,313 $ 112,184
========= =========
</TABLE>

F-27
<PAGE>

PILKINGTON BARNES HIND GROUP

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------
1995 1996
---------- ----------
(IN THOUSANDS OF
U.S. DOLLARS)
<S> <C> <C>
Net sales............................................... $ 124,994 $ 132,581
---------- ----------
Costs and expenses:
Cost of sales......................................... 62,435 63,341
Research and development.............................. 10,317 7,884
Selling and marketing................................. 37,609 43,292
General and administrative............................ 21,516 22,536
---------- ----------
131,877 137,053
---------- ----------
Operating loss.......................................... 6,883 4,472
Interest income......................................... (615) (773)
Interest expense........................................ 4,623 4,315
---------- ----------
Loss before provision for income taxes.................. 10,891 8,014
Provision for income taxes.............................. 2,708 3,116
---------- ----------
Net loss................................................ $ 13,599 $ 11,130
========== ==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-28
<PAGE>

PILKINGTON BARNES HIND GROUP

COMBINED STATEMENTS OF PARENT COMPANY INVESTMENT
(IN THOUSANDS OF U.S. DOLLARS)

<TABLE>
<S> <C>
BALANCES, APRIL 1, 1994............................................. $ (15,710)
Net loss............................................................ (13,599)
Net change in cumulative translation adjustments.................... 617
Dividends declared.................................................. (820)
Net change in parent company investment............................. 10,774
---------
Balances, March 31, 1995............................................ (18,738)
Net loss............................................................ (11,130)
Net change in cumulative translation adjustments.................... (4,020)
Dividends declared.................................................. (4,542)
Net change in parent company investment............................. 109,110
---------
Balances, March 31, 1996............................................ $ 70,680
=========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-29
<PAGE>

PILKINGTON BARNES HIND GROUP

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------
1995 1996
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................ $ (13,599) $ (11,130)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation........................................ 6,749 4,017
Provision for excess and obsolete inventory......... 3,048 1,891
Provision for doubtful accounts..................... 359 972
Increase in net deferred taxes...................... 383 1,109
(Gain) loss on disposal/sale of property, plant and
equipment.......................................... 29 (230)
Changes in assets and liabilities:
Accounts receivable--trade.......................... (910) (6,034)
Accounts receivable--affiliate...................... 4,424 9,434
Inventories......................................... (1,842) 5,287
Prepaids and other current assets................... 855 (1,513)
Other assets........................................ (123) (1,598)
Accounts payable--trade............................. (1,068) (2,964)
Accounts payable--affiliated companies.............. 572 (411)
Accrued and other current liabilities............... (234) 110
Other long-term liabilities......................... 937 (220)
---------- ----------
Net cash used in operating activities............... (420) (1,280)
---------- ----------
Cash flows from investing activities:
Capital expenditures................................ (12,899) (13,572)
Proceeds from sale of fixed assets.................. 28 974
---------- ----------
Net cash used in investing activities............... (12,871) (12,598)
---------- ----------
Cash flows from financing activities:
Net receipts (payments) under notes payable to
banks.............................................. 138 (1,923)
Decrease (increase) in notes payable to parent and
affiliated companies............................... 10,765 (69,031)
Borrowings on long-term debt due to affiliated com-
panies............................................. 2,047 1,096
Cash infusions from parent and affiliated companies. 90,579
Dividends paid to parent............................ (427) (498)
Net change in parent company investment............. 6,334 (3,780)
---------- ----------
Net cash provided by financing activities............. 18,857 16,443
---------- ----------
Effect of exchange rate changes on cash and cash
equivalents.......................................... 988 (417)
---------- ----------
Net increase in cash and cash equivalents............. 6,554 2,148
Cash and cash equivalents at beginning of year........ 6,256 12,810
---------- ----------
Cash and cash equivalents at end of year.............. $ 12,810 $ 14,958
========== ==========
Supplemental disclosures of cash flow information:
Interest paid......................................... $ 4,623 $ 4,315
========== ==========
Taxes paid............................................ $ 218 $ 643
========== ==========
Supplemental disclosures of noncash financing activi-
ties:
Dividends declared but not paid....................... $ 457 $ 4,558
========== ==========
Affiliated debt converted to parent company invest-
ment................................................. $ 7,695
========== ==========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.

F-30
<PAGE>

PILKINGTON BARNES HIND GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS)

1. BASIS OF PRESENTATION:

Pilkington Barnes Hind Group (the Company) is a leading supplier of contact
lenses throughout the world. The Company is headquartered in Sunnyvale,
California with principal manufacturing sites in Southampton, England and San
Diego, California. The Company's contact lenses are sold directly in the U.S.,
Canada, most of Europe, Japan and Australia. Sales through distributors extend
the geographic coverage to Asia, Latin America, the Middle East, Africa and
European territories not served by direct sales.

The accompanying combined financial statements present the combined assets,
liabilities, revenues and expenses of all contact lens manufacturing and
distribution operations of Pilkington Barnes Hind Group, a vision care
division of Pilkington plc (Pilkington). The ultimate holding company,
Pilkington, is listed on the United Kingdom stock exchange. All significant
transactions between operations within the Company have been eliminated.

These combined financial statements are presented as if the Company existed
as a separate entity for the years presented. These combined financial
statements are presented exclusive of two other divisions of the Company which
were sold during the year ended March 31, 1996. These divisions (contact lens
solutions and contact lens raw materials manufacturing) have been excluded in
order to reflect the financial position and results of operations of the
contact lens manufacturing and distribution operations only.

Revenues, expenses, assets and liabilities that are specifically identified
as relating to the two other divisions have been excluded. Where revenues,
expenses, assets and liabilities could not be specifically identified,
estimates of amounts to be excluded have been made based on the activity of
the respective lines of business, which management believes to be reasonable.

These combined financial statements include transactions with Pilkington for
treasury functions, tax services, internal audit services, risk management
services, research and development, and travel (see Note 14). In addition, in
fiscal 1995 and 1996, certain costs shared with other Pilkington U.S. entities
have been allocated to the Company. Shared costs have been allocated based
upon usage, number of employees and other methods which management believes to
be reasonable.

The financial information included herein may not necessarily reflect the
financial position, results of operations or cash flows of the Company in the
future or what the financial position, results of operations or cash flow of
the Company would have been if it was a separate, stand-alone company during
the periods presented. However, management believes that, with respect to
general and administrative expenses, the amounts reflected in the combined
statements of operations are not less than the amounts the Company would have
incurred had the Company been an unaffiliated company in those periods.

The Company relies substantially on the financial support of Pilkington,
which has historically provided funding to the Company, if required, to
sustain business operations. Such support has, to date, been provided in the
form of cash investments and forgiveness of payables and intercompany debt;
however, continued support cannot be guaranteed (see Note 16).

As shown in the accompanying financial statements, the Company incurred a
net loss of $13,599 and $11,130 for the years ended March 31, 1995 and 1996,
respectively. Factors such as the recurring losses suffered by the Company,
the requirement for the ongoing support of Pilkington and the pending sale of
the Company (see Note 16), among others, raise substantial doubt about its
ability to continue as a going concern. Recoverability of a part of the
recorded asset amounts shown in the accompanying balance sheet is dependent
upon continued profitable operations and the ability to obtain required
working capital to fund operations. The

F-31
<PAGE>

PILKINGTON BARNES HIND GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS)

financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts and the amount and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash and Cash Equivalents:

Cash and cash equivalents, which are held at a variety of financial
institutions located in the United States, Europe and Asia, consist primarily
of short-term investments with a maturity of three months or less when
purchased, carried at cost which approximates market. Deposits in banks may
exceed the amount of insurance provided on such deposits. The Company has not
experienced any material losses relating to any investment instruments.

Fair Value of Financial Instruments:

The amounts reported for cash equivalents, accounts receivable, accounts
payable and accrued liabilities are considered to approximate fair values
based on comparable market information available at March 31, 1996. Based upon
interest rates available to the Company for debt with comparable maturities,
the carrying values of the Company's notes payable approximate fair values.

Financial instruments which potentially subject the Company to
concentrations of credit risk comprise, principally, cash, cash equivalents
and accounts receivables. The Company invests its cash in government
securities and time deposits. The Company performs ongoing evaluations of its
customers' financial condition and does not require collateral. The Company
maintains allowances for potential credit losses and such losses have been
within management's expectations.

Inventories:

Inventories are stated at the lower of standard cost (which approximates
actual cost on the first-in, first-out basis) or market. Inventories have been
reduced to what management believes are levels appropriate for the current
level of sales. Management has developed a program to reduce inventory to
desired levels over the near term and believes no material loss will be
incurred on its disposition. No estimate can be made of a range of amounts of
loss that are reasonably possible should the program not be successful.

Management Estimates:

The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Property, Plant and Equipment:

Property, plant and equipment are stated at cost and are depreciated on a
straight-line basis over the estimated useful lives of the related assets
(buildings--10 to 40 years; plant and office equipment--3 to 10 years).
Leasehold improvements and leased equipment are amortized over the lesser of
their useful lives or the remaining term of the related leases.

F-32
<PAGE>

PILKINGTON BARNES HIND GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS)

Upon sale or retirement, the costs and related accumulated depreciation are
eliminated from the respective accounts and the resulting gain or loss is
included in current income. Repairs and maintenance are charged to expense as
incurred.

Foreign Currency Translation:

The assets and liabilities, and revenue and expense accounts of the
Company's foreign subsidiaries have been translated using the exchange rate at
the balance sheet date, and the weighted average exchange rate for the period,
respectively.

The net effect of the translation of the accounts of the Company's
subsidiaries has been included in parent company investment as cumulative
foreign currency translation adjustments. Gains or losses that arise from
exchange rate changes on transactions denominated in a currency other than the
local currency are included in income as incurred.

Revenue Recognition:

Sales and related cost of sales are recognized upon shipment of product. No
individual customer accounts for more than 10% of sales. Sales are reported
net of a provision for estimated product returns and warranty reserves.

Income Taxes:

Income taxes have been provided in the Company's statements of income as if
the Company were a separate taxable entity and no recognition has been given
to tax attributes available to other members of the Pilkington consolidated
group or the Company's other divisions. Temporary and permanent differences
related to the Company's contact lens business have been allocated in
accordance with the methodology used for determining revenues, expenses,
assets and liabilities, as described in Note 1.

Where amounts paid to other Pilkington entities pursuant to a tax sharing
agreement were different from the computed current tax expense, the difference
has been treated as an addition to or deduction from parent company
investment. The current tax expense calculated for subsidiaries that did not
enter into a tax sharing agreement has been treated as an addition to parent
company investment.

Advertising:

The Company expenses advertising costs as they are incurred. Advertising
expense for the years ended March 31, 1995 and 1996 was $1,741 and $4,775,
respectively.

Recent Pronouncements:

In March 1995, the Financial Accounting Standards Board issued Statement No.
121 (SFAS No. 121), "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of," which establishes accounting
standards for the impairment of long-lived assets, certain identifiable
intangibles and goodwill related to those assets which are held and used or
disposed of. SFAS No. 121 will be effective for fiscal years beginning after
December 15, 1995. The Company does not anticipate that the adoption of SFAS
No. 121 will have a material adverse effect on the Company's results of
operations.

F-33
<PAGE>

PILKINGTON BARNES HIND GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS)

3. INVENTORIES:

<TABLE>
<CAPTION>
MARCH 31,
---------------
1995 1996
------- -------
<S> <C> <C>
Raw materials................................................... $ 1,589 $ 1,733
Work in process................................................. 5,645 4,789
Finished goods.................................................. 30,905 23,606
------- -------
$38,139 $30,128
======= =======
</TABLE>

Inventories are stated net of reserves of $6,787 and $4,915 at March 31,
1995 and 1996, respectively.

4. PROPERTY, PLANT AND EQUIPMENT:

<TABLE>
<CAPTION>
MARCH 31,
------------------
1995 1996
-------- --------
<S> <C> <C>
Buildings................................................... $ 8,224 $ 1,645
Leasehold improvements...................................... 9,949 10,880
Machinery................................................... 40,780 47,486
Office equipment and software............................... 11,182 11,579
-------- --------
70,135 71,590
Less accumulated depreciation and amortization.............. (56,164) (51,773)
-------- --------
13,971 19,817
Land........................................................ 4,585 4,510
Construction in progress.................................... 6,483 9,019
-------- --------
$ 25,039 $ 33,346
======== ========
</TABLE>

At March 31, 1995 and 1996, machinery and office equipment included assets
acquired under capital leases with a capitalized cost of $2,777 and $2,617,
respectively. Related accumulated amortization totaled $566 and $979,
respectively. Interest totaling $344 and $527 was capitalized during fiscal
1995 and 1996, respectively. Fully depreciated assets were $34,164 and $33,306
at March 31, 1995 and 1996, respectively.

5. CAPITAL LEASE OBLIGATIONS:

At March 31, 1996, future minimum lease payments under capital lease
obligations are summarized as follows:

<TABLE>
<CAPTION>
PERIOD ENDING MARCH 31,
-----------------------
<S> <C>
1997................................................................... $ 797
1998................................................................... 651
1999................................................................... 401
------
Total minimum lease payments........................................... 1,849
Less amount representing interest...................................... (133)
------
Present value of future minimum lease payments......................... 1,716
Less current portion................................................... (726)
------
Long-term capital lease obligation..................................... $ 990
======
</TABLE>

F-34
<PAGE>

PILKINGTON BARNES HIND GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS)

6. SHORT-TERM BORROWING AGREEMENTS:

Lines of credit for short-term borrowings have been established with banks
in the United States, Canada, Italy, and the United Kingdom. The agreements
generally have no termination date but are reviewed annually for renewal. At
March 31, 1995, the Company had an outstanding balance of $2,974 and an unused
line of credit amounting to $2,799. At March 31, 1996, the Company had an
outstanding balance of $963 and unused lines of credit amounting to $3,841.

Short-term borrowing arrangements have also been made with affiliated
Pilkington Group Companies. At March 31, 1995, the Company had an outstanding
balance of $83,317 and unused credit lines of $4,851. At March 31, 1996, the
Company had an outstanding balance of $4,108 and unused credit lines of
$56,029 (see Note 14).

Included in the outstanding balance at March 31, 1995 was $8,040 of
noninterest bearing debt from an affiliated company. In October 1995, this
amount was converted to Parent Company Investment (see Note 14).

The weighted average interest rate was 6.8% and 7.10% at March 31, 1995 and
1996, respectively. Interest rates are generally based upon U.K. prime rates
or the London Inter Bank Offering Rate plus up to a 1% premium.

7. LONG-TERM DEBT, AFFILIATED COMPANIES:

<TABLE>
<CAPTION>
MARCH 31,
1996
---------
<S> <C>
Loan with Pilkington Finance Limited, interest at 6.75% payable quar-
terly, due at June 30, 1997......................................... $5,343
======
</TABLE>

8. DEFINED CONTRIBUTION PENSION PLAN:

The Company sponsors a defined contribution plan covering U.S. employees.
The plan provides for limited Company matching of participants' contributions.
Contributions to the defined contribution plans charged to operations were
$739 and $679 for the years ended March 31, 1995 and 1996, respectively.

9. DEFINED BENEFIT PENSION PLANS:

The Company participates in a noncontributory Pilkington single-employer
defined benefit pension plan (Domestic Pension Plan) in the United States
covering substantially all full-time domestic employees, as well as a
contributory single-employer defined benefit pension plan covering certain
employees in the United Kingdom (International Pension Plan).

Benefit payments for domestic employees are based principally on earnings
during the last five- or ten-year period prior to retirement and/or on length
of service. Employees are eligible to participate in domestic plans within one
year of employment and are vested after five years of service. For the
International Pension Plan, benefits are based on length of service and on
compensation during the last ten years of service prior to retirement.

The Company's policy is to fund such amounts as are necessary, on an
actuarial basis, to provide for the plans' current service costs and the
plans' prior service costs over their amortization periods.

F-35
<PAGE>

PILKINGTON BARNES HIND GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS)

The following table provides the net periodic pension cost of the Pilkington
Domestic Pension Plan and the Company's International Pension Plan.

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------
1995 1996
---------- ----------
<S> <C> <C>
DOMESTIC PENSION PLAN:
Service cost-benefits earned during the period.......... $ 1,738 $ 1,460
Interest cost on projected benefit obligation........... 2,702 2,762
Actual return on plan assets............................ (942) (3,111)
Net amortization and deferral........................... (1,445) 175
Curtailment gain on sale of lenscare division......... (1,212)
---------- ----------
Total net periodic pension cost..................... $ 2,053 $ 74
========== ==========
INTERNATIONAL PENSION PLAN:
Service cost-benefits earned during the period.......... $ 410 $ 434
Interest cost on projected benefit obligation........... 451 497
Actual return on plan assets............................ (428) (486)
Net amortization and deferral........................... 31 32
---------- ----------
Total net periodic pension cost..................... $ 464 $ 477
========== ==========
</TABLE>

Costs incurred and charged to the Company's operations for its portion of
the Domestic Pension Plan were $1,472 and $1,069 for the years ended March 31,
1995 and 1996, respectively.

The significant actuarial assumptions for the following tables as of the
measurement date are as follows:

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------
1995 1996
---------- ----------
<S> <C> <C>
DOMESTIC PENSION PLAN:
Discount rate......................................... 8.5% 7.5%
Expected long-term rate of return on plan assets...... 8.0% 8.0%
Rate of increase in future compensation levels........ 5.5% 5.5%
INTERNATIONAL PENSION PLAN:
Discount rate......................................... 8.5% 8.5%
Expected long-term rate of return on plan assets...... 8.5% 8.5%
Rate of increase in future compensation levels........ 6.5% 6.5%
</TABLE>

At March 31, 1996, the Domestic and International Pension Plan assets
include cash items, fixed income securities, common stock and insurance
policies.

F-36
<PAGE>

PILKINGTON BARNES HIND GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS)

The funded status as of the measurement date was as follows:

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------
1995 1996
---------- ----------
<S> <C> <C>
DOMESTIC PENSION PLAN:
Actuarial present value of benefit obligations:
Vested benefit obligation............................ $ 25,187 $ 31,862
========== ==========
Accumulated benefit obligation....................... $ 26,642 $ 33,085
========== ==========
Projected benefit obligation......................... 33,000 40,116
Plan assets at fair value............................ 35,898 46,645
---------- ----------
Projected benefit obligation in excess of plan as-
sets................................................ (2,898) (6,529)
Unrecognized net gain................................ 5,000 5,978
Unrecognized prior service cost...................... (1,817) (1,394)
---------- ----------
Accrued (prepaid) pension cost....................... $ 285 $ (1,945)
========== ==========
INTERNATIONAL PENSION PLAN:
Actuarial present value of benefit obligations:
Vested benefit obligation............................ $ 5,604 $ 5,908
========== ==========
Accumulated benefit obligation....................... $ 5,661 $ 5,986
========== ==========
Projected benefit obligation......................... 6,202 6,586
Plan assets at fair value............................ 5,941 6,455
---------- ----------
Accrued pension cost................................. $ 261 $ 131
========== ==========
</TABLE>

The accrued (prepaid) pension cost allocated to the Company for its portion
of the Domestic Pension Plan was $700 and $(232) at March 31, 1995 and 1996,
respectively.

The measurement date for the Domestic Pension Plan for the years ended March
31, 1995 and 1996 is December 31, 1994 and 1995, respectively. The measurement
date for the International Pension Plan is March 31, 1995 and 1996,
respectively.

10. INCOME TAXES:

Components by region of loss before provision for income taxes consist of
the following:

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------
1995 1996
---------- ----------
<S> <C> <C>
North America........................................... $ (17,306) $ (15,618)
Europe.................................................. 4,835 6,124
Australia............................................... (23) (99)
Asia.................................................... 1,603 1,579
---------- ----------
$ (10,891) $ (8,014)
========== ==========
</TABLE>

F-37
<PAGE>

PILKINGTON BARNES HIND GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS)

The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
MARCH 31,
-----------------
1995 1996
-------- --------
<S> <C> <C>
Current:
Foreign..................................................... $2,325 $2,007
Deferred:
Foreign..................................................... 383 1,109
------ ------
$2,708 $3,116
====== ======
</TABLE>

A reconciliation between income tax provisions computed at the U.S. federal
statutory rate and the effective rate reflected in the combined statements of
income:

<TABLE>
<CAPTION>
YEAR ENDED
MARCH 31,
-------------
1995 1996
----- -----
<S> <C> <C>
Benefit at statutory rate....................................... (35.0)% (35.0)%
Permanent items................................................. 6.2 2.7
Foreign taxes................................................... 24.9 38.9
Losses not benefited............................................ 28.8 32.3
----- -----
24.9 % 38.9 %
===== =====
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are presented
below:

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------
1995 1996
---------- ----------
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts...................... $ 195 $ 378
Reserves and accruals................................ 4,448 3,136
Depreciation......................................... 921 483
Net operating losses................................. 33,991 39,645
---------- ----------
Total gross deferred tax assets.................... 39,555 43,642
Less valuation allowance............................. (39,520) (43,336)
---------- ----------
Net deferred tax assets.............................. 35 306
---------- ----------
Deferred tax liabilities:
Deferred revenue..................................... (112) (107)
Other................................................ (347) (1,641)
---------- ----------
Deferred tax liabilities............................. (459) (1,748)
---------- ----------
Total.............................................. $ (424) $ (1,442)
========== ==========
</TABLE>

The net changes in the total valuation allowance for the years ended March
31, 1995 and 1996 relate primarily to movements in certain domestic net
operating losses.

The Company has recorded a deferred tax asset of $306 at March 31, 1996.
Realization is dependent on generating sufficient taxable income in the
following year in certain tax paying subsidiaries. Although realization

F-38
<PAGE>

PILKINGTON BARNES HIND GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS)

is not assured, management believes it is more likely than not that all of the
deferred tax asset will be realized. The amount of the deferred tax asset
considered realizable, however, could be reduced in the near term, if
estimates of future taxable income during the carryforward period are reduced.

On a separate company basis, the Company had cumulative tax loss
carryforwards in the U.S. of approximately $35,000 in 1995 and $54,000 in
1996. As a result of the utilization of some of those losses by other members
of the U.S. consolidated group, however, the tax losses which may be used by
the Company to offset future taxable income were approximately $14,800 in 1995
and $13,800 in 1996. Of the $13,800 remaining in 1996, $4,200 will expire in
2007, $6,300 will expire in 2008 and $3,300 will expire in 2009.

The Company has not recognized a deferred tax liability for the
undistributed earnings of its foreign subsidiaries that arose in 1996 and
prior years because the Company does not expect those unremitted earnings to
reverse and become taxable to the Company in the foreseeable future. A
deferred tax liability will be recognized when the Company expects that it
will recover those undistributed earnings in a taxable manner, such as through
receipt of dividends or sale of the investments. The cumulative undistributed
earnings of these subsidiaries are not practicable to determine.

11. COMMITMENTS:

The Company leases certain warehouse and office facilities, office equipment
and automobiles under noncancelable operating leases which expire in years
1997 through 2018. The Company is responsible for taxes, insurance and
maintenance expenses related to the leased facilities. Under the terms of
certain lease agreements, the leases may be extended, at the Company's option,
and certain of the leases provide for adjustments of the minimum monthly rent.

Future minimum annual lease payments under the leases are as follows:

<TABLE>
<CAPTION>
PERIOD ENDING MARCH 31,
-----------------------
<S> <C>
1997.............................................................. $6,357
1998.............................................................. 4,180
1999.............................................................. 1,831
2000.............................................................. 1,222
2001.............................................................. 1,022
Thereafter........................................................ 6,678
</TABLE>

Rent expense for the years ended March 31, 1995 and 1996 was $5,010 and
$4,826, respectively.

12. CONTINGENCIES:

The Company is involved in a lawsuit relating to a worldwide patent
licensing agreement whereby it is alleged that the Company did not make good
faith efforts to manufacture, market and distribute the related contact lens.
The license agreement contains an arbitration provision and since
investigation of the plaintiffs' claims is still in progress, the Company's
potential liability in this matter, if any, cannot yet be determined.

The Company is involved in a dispute with a former employee in Germany
relating to alleged unfair dismissal.

In addition to the matters discussed above, in the ordinary course of
business, various legal actions and claims pending have been filed against the
Company. While it is reasonably possible that such contingencies, including
those matters discussed above, may result in a cost greater than that provided
for in the financial statements, it is the opinion of management that the
ultimate liability, if any, with respect to these matters, will not materially
affect the combined cash flows; results of operations or financial position of
the Company.

F-39
<PAGE>

PILKINGTON BARNES HIND GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS)

The Company has been notified by the United States Environmental Protection
Agency (USEPA) that it has been deemed a Potentially Responsible Party (PRP)
under the Comprehensive Environmental, Response, Compensation and Liability
Act of 1980 (or Superfund) at the Omega Chemical Corporation Site in Whittier,
California. The Company is one of approximately 145 PRPs identified at the
site who appear to share joint and several liability. The USEPA has issued an
administrative order to each of these parties directing that certain
investigative and remedial work be undertaken. The investigative work is still
under way and the extent of the contamination has not yet been determined.
Consequently, the Company's ultimate liability for this matter can not yet be
quantified and no provision has been made in the accompanying combined
financial statements.

13. CURRENT VULNERABILITIES DUE TO CERTAIN CONCENTRATIONS:

The Company currently buys a raw material, an important component of one of
its products, from one supplier. Although there are a limited number of
manufacturers of the raw material, management believes that other suppliers
could provide the raw material on comparable terms. A change in suppliers,
however, could cause a delay in manufacturing and a possible loss of sales,
which would adversely affect operating results. Included in the Company's
consolidated balance sheet at March 31, 1996, are the net assets of one of the
Company's two manufacturing operations which produce the Company's best
selling product, all of which are located in a single facility in the United
Kingdom and which total approximately $11.3 million.

14. SIGNIFICANT RELATED PARTY TRANSACTIONS:

Notes Payable to Parent Company:

The Company has various payables with affiliates (see Note 6).

Interest expense on notes payable to parent and affiliated companies for the
years ended March 31, 1995 and 1996 was $4,258 and $4,180, respectively.

Payables to Affiliated Companies and Other Activities:

During the year ended March 31, 1996, the Company received cash totaling
$88,760, representing the proceeds from the sale of an affiliated business. An
affiliated company also agreed to convert debt totaling $7,695 to parent
company investment. During the years ended March 31, 1995 and 1996, the
Company was forgiven current payables from affiliates totaling $8,474 and
$12,039, respectively. All transactions have been treated as additions to
parent company investment.

Pilkington charges the Company for services and shared costs relating to
treasury functions, tax return preparations, internal audit service, risk
management services, research and development and travel. For the years ended
March 31, 1995 and 1996, the Company expensed $561 and $1,036, respectively,
relating to Pilkington services and shared costs. In addition, Pilkington
facilitates the Company's purchases of certain outside services, such as
legal, worker's compensation and other insurance premiums.

Other Related Party Transactions:

During the year ended March 31, 1995, the Company purchased a house from a
director of the Company for $217. The house was subsequently sold for $172
during the year ended March 31, 1996.

F-40
<PAGE>

PILKINGTON BARNES HIND GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS)

15. WORLDWIDE OPERATIONS:

The Company operates in the ophthalmic industry in the distribution of
contact lenses.

A summary of information about the Company's geographic areas is as follows:

<TABLE>
<CAPTION>
NORTH
AMERICA EUROPE AUSTRALIA ASIA ELIMINATIONS TOTAL
------- ------- --------- ------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED MARCH 31,
1995
Revenue:
External................ $78,407 $38,254 $1,633 $ 6,700 $124,994
Internal................ 43,343 25,933 $(69,276)
Operating loss (profit). 13,131 (5,205) 4 (1,606) 559 6,883
Identifiable assets..... 69,151 28,578 116 4,534 (66) 102,313
YEAR ENDED MARCH 31,
1996
Revenue:
External................ 78,907 44,050 1,793 7,831 132,581
Internal................ 32,050 35,691 14 (67,755)
Operating loss (profit). 12,154 (6,136) 85 (1,586) (45) 4,472
Identifiable assets..... 65,786 38,546 379 7,494 (21) 112,184
</TABLE>

16. SUBSEQUENT EVENTS:

Pilkington signed an agreement (as amended September 24, 1996) for the sale
of certain assets and liabilities of the Company at an aggregate purchase
price of approximately $62,000, consisting of a cash payment at closing and a
note in the amount of $5,000. The purchase price is subject to adjustment
based upon closing working capital of the divested assets. The assets and
liabilities to be divested consist primarily of inventory, accounts
receivable, fixed assets, accounts payable and certain accrued liabilities and
total approximately $57,000.

F-41
<PAGE>

PILKINGTON BARNES HIND GROUP
(A DIVISION OF PILKINGTON PLC)

CONDENSED COMBINED BALANCE SHEET
(UNAUDITED)

<TABLE>
<CAPTION>
OCTOBER 1, 1996
----------------
(IN THOUSANDS OF
US DOLLARS)
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents................................... $ 5,830
Trade accounts receivable, less allowance for doubtful ac-
counts of $1,902........................................... 25,143
Inventories................................................. 27,847
Prepaids and other current assets........................... 3,194
Deferred income taxes....................................... 556
-------
Total current assets...................................... 62,570
Property, plant and equipment, net ........................... 35,419
Other assets.................................................. 443
-------
Total assets.............................................. $98,432
=======
LIABILITIES AND PARENT COMPANY INVESTMENT
Current liabilities:
Accounts payable............................................ $ 9,720
Accrued liabilities......................................... 10,975
Accrued payroll and related liabilities..................... 12,551
-------
Total current liabilities ................................ 33,246
Deferred income taxes......................................... 1,280
Other liabilities............................................. 384
-------
Total liabilities......................................... 34,910
Parent company investment..................................... 63,522
-------
Total liabilities and parent company investment........... $98,432
=======
</TABLE>

The accompanying notes are an integral part of this condensed combined interim
financial data

F-42
<PAGE>

PILKINGTON BARNES HIND GROUP
(A DIVISION OF PILKINGTON PLC)

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(UNAUDITED)

<TABLE>
<CAPTION>
PERIOD FROM
SIX MONTHS ENDED APRIL 1, 1996 THROUGH
SEPTEMBER 30, 1995 OCTOBER 1, 1996
------------------ ---------------------
(IN THOUSANDS OF U.S. DOLLARS)
<S> <C> <C>
Net sales............................. $67,154 $ 64,805
------- --------
Costs and expenses:
Cost of sales....................... 33,197 34,695
Research and development............ 4,160 3,448
Selling and marketing............... 21,012 20,634
General and administrative.......... 11,901 21,318
------- --------
70,270 80,095
------- --------
Operating loss........................ (3,116) (15,290)
Interest income....................... 323 95
Interest expense...................... (3,287) (590)
------- --------
Loss before provision for income tax-
es................................... (6,080) (15,785)
Provision for income taxes............ 2,365 6,140
------- --------
Net loss.............................. $(8,445) $(21,925)
======= ========
</TABLE>

The accompanying notes are an integral part of this condensed combined interim
financial data

F-43
<PAGE>

PILKINGTON BARNES HIND GROUP
(A DIVISION OF PILKINGTON PLC)

CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
PERIOD FROM
SIX MONTHS ENDED APRIL 1, 1996 THROUGH
SEPTEMBER 30, 1995 OCTOBER 1, 1996
------------------ ---------------------
(IN THOUSANDS OF U.S. DOLLARS)
<S> <C> <C>
Cash flows from operating activities:
Net loss............................. $(8,445) $(21,925)
Adjustments to reconcile net loss to
net cash used in operating activi-
ties:
Depreciation........................ 3,375 3,349
Provision for excess and obsolete
inventory.......................... 908 230
Provision for doubtful accounts..... 352 1,330
Increase in net deferred taxes...... (35) (718)
Change in assets and liabilities:
Accounts receivable--trade.......... (1,988) (605)
Accounts receivable--affiliate...... 147 67
Inventories......................... 2,383 1,475
Prepaids and other current assets... (3,577) (186)
Other assets........................ 403 1,908
Accounts payable--trade............. (3,202) 2,984
Accounts payable affiliated compa-
nies............................... 323 (331)
Accrued and other current liabili-
ties............................... 3,562 9,304
Other long-term liabilities......... 3,256 (2,799)
------- --------
Net cash used in operating activi- (2,538) (5,917)
ties................................ ------- --------
Cash flows from investing activities:
Capital expenditures................. (4,205) (5,417)
------- --------
Net cash used in investing activi- (4,205) (5,417)
ties................................ ------- --------
Cash flows from financing activities:
Financing activities with Pilkington
plc................................. 8,678 2,206
------- --------
Net cash provided by financing activ- 8,678 2,206
ities............................... ------- --------
Net change in cash and cash equiva-
lents................................ 1,935 (9,128)
Cash and cash equivalents at beginning 12,810 14,958
of year.............................. ------- --------
Cash and cash equivalents at end of $14,745 $ 5,830
period............................... ======= ========
Supplemental disclosures of cash flow
information:
Interest paid........................ $ 3,288 $ 641
======= ========
Taxes paid........................... $ 29 $ 1,231
======= ========
</TABLE>

The accompanying notes are an integral part of this condensed combined interim
financial data

F-44
<PAGE>

PILKINGTON BARNES HIND GROUP
(A DIVISION OF PILKINGTON PLC)

NOTES TO CONDENSED COMBINED INTERIM FINANCIAL DATA

(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed combined interim financial data of
Pilkington Barnes Hind Group ("the Group"), a vision care division of
Pilkington plc, have been prepared in accordance with generally accepted
accounting principles for interim financial information and pursuant to the
rules and regulations of the Securities and Exchange Commission. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. For further
information, refer to the Group's audited financial statements as of March 31,
1995 and 1996 and for the years then ended.

The interim financial data is unaudited; however in the opinion of
management, the interim financial data includes all adjustments, consisting
only of normal recurring adjustments necessary for a fair statement of the
results for the interim periods. The results of operations for the interim
periods ended September 30, 1995 and October 1, 1996, are not necessarily
indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reported period. Actual results could differ from these estimates.

2. INVENTORIES

Inventories consist of the following at October 1, 1996 (in thousands of
U.S. dollars):

<TABLE>
<S> <C>
Raw materials........................................................ $ 2,804
Work in process...................................................... 4,788
Finished goods....................................................... 20,255
-------
$27,847
=======
</TABLE>

Inventories are stated net of valuation reserves of $5,145 at October 1,
1996.

3. SUBSEQUENT EVENT

Effective October 2, 1996, the Group was sold by Pilkington plc to Wesley
Jessen VisionCare, Inc. (formerly known as Wesley-Jessen Holding, Inc.) for an
aggregate purchase price of approximately $62.4 million. The purchase price is
subject to adjustment based on certain measures as of the closing date as
outlined in the purchase agreement. These financial statements do not reflect
any adjustments associated with the October 2, 1996 transaction.

F-45
<PAGE>

Set forth below is a representative example of the advertisements used by
the Company to market products to eyecare practitioners:

[Sample advertisement targeted to eyecare practitioners]
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.

-----------------

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 12
The Company............................................................... 18
Use of Proceeds........................................................... 20
Dividend Policy........................................................... 21
The Reclassification...................................................... 21
Capitalization............................................................ 22
Dilution.................................................................. 23
Unaudited Pro Forma Financial Data........................................ 24
Supplemental Unaudited Pro Forma Financial Data........................... 36
Selected Historical Consolidated
Financial Data........................................................... 40
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 43
Business.................................................................. 53
Management................................................................ 70
Principal Stockholders.................................................... 79
Certain Transactions...................................................... 81
Description of Certain Indebtedness....................................... 82
Description of Capital Stock.............................................. 84
Shares Eligible for Future Sale........................................... 87
Underwriting.............................................................. 89
Experts................................................................... 91
Legal Matters............................................................. 91
Additional Information.................................................... 91
Index to Financial Statements............................................. F-1
</TABLE>

UNTIL , 1997 (25 DAYS AFTER THE COMMENCEMENT OF THIS OFFERING),
ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICI-
PATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DE-
LIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOT-
MENTS OR SUBSCRIPTIONS.

2,400,000 SHARES

LOGO

Wesley Jessen VisionCare, Inc.

COMMON STOCK

-----------------

PROSPECTUS

-----------------

MERRILL LYNCH & CO.

ALEX. BROWN & SONS
INCORPORATED
BEAR, STEARNS & CO. INC.

BT SECURITIES CORPORATION

SALOMON BROTHERS INC

FEBRUARY , 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES+
+EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE +
+SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

[ALTERNATE PAGE]
SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED FEBRUARY 10, 1997

PROSPECTUS

100,000 SHARES

WESLEY JESSEN VISIONCARE, INC.

[LOGO OF WESLEY JESSEN COMMON STOCK
VISIONCARE, INC.
APPEARS HERE] -----------

All of the shares of Common Stock, par value $.01 per share ("Common Stock"),
offered hereby are being offered directly by Wesley Jessen VisionCare, Inc., a
Delaware corporation ("Wesley Jessen" or the "Company") to certain employee
participants in the Company's Profit Sharing Plan (the "Direct Offering").
Concurrently with the Direct Offering, the Company is offering (the
"Underwritten Offering") an aggregate of 2,400,000 shares of Common Stock to
the public through a group of underwriters (the "Underwriters"). The Direct
Offering is contingent upon the consummation of the Underwritten Offering. The
Direct Offering and the Underwritten Offering are collectively referred to
herein as the "Offering."

Prior to the Offering, there has been no public market for the Common Stock
of the Company. It is currently anticipated that the initial public offering
price to employee participants will be between $13.95 and $17.92 per share. See
"Plan of Distribution" for information relating to the factors to be considered
in determining the initial public offering price of the Common Stock. The
Company expects to receive net proceeds of approximately $34.6 million in
connection with the sale of 2,500,000 shares of Common Stock in the Offering.
The Company estimates that expenses of the Offering will be approximately
$1,800,000.

The Common Stock has been approved for inclusion on the Nasdaq National
Market under the symbol "WJCO," subject to official notice of issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

-----------

The shares of Common Stock are offered by the Company subject to approval of
certain legal matters by counsel for the Company and certain other conditions,
including consummation of the Underwritten Offering. It is expected that
delivery of the shares of Common Stock will be made in Chicago, Illinois on or
about February , 1997.

-----------

The date of this Prospectus is February , 1997.
<PAGE>

[ALTERNATE PAGE]
THE OFFERING

(1) Includes up to 2,400,000 shares of Common Stock being concurrently offered
to the general public by the Underwriters pursuant to a separate
prospectus. Does not include up to 360,000 shares of Common Stock to be
sold by the Company if the Underwriters' over-allotment option is
exercised in full in the Underwritten Offering.

(2) Does not include 2,617,570 shares of Common Stock reserved for issuance
upon the exercise of options outstanding as of December 31, 1996 and
granted to members of management and 1,550,000 shares of Common Stock
reserved for issuance to employees or non-employee Directors under the
Company's stock incentive plans (collectively, the "Stock Plans"). See
"Management."

The Company is concurrently offering up to 2,400,000 shares of Common Stock
to the general public through the Underwriters pursuant to a separate
prospectus in the Underwritten Offering. The Direct Offering and the
Underwritten Offering are collectively referred to herein as the "Offering."

Market data used throughout this Prospectus were obtained from internal
Company surveys and industry publications. Industry publications generally
state that the information contained therein has been obtained from sources
believed to be reliable, but that the accuracy and completeness of such
information are not assured. The Company has not independently verified these
market data. Similarly, internal Company surveys, while believed by the
Company to be reliable, have not been verified by any independent sources.
Aquaflex(R), CSI Clarity(R), CSI(R), DuraSoft(R), DuraSoft 2, DuraSoft 3,
DuraSoft Optifit, Elegance, FreshLook(R), Gentle Touch, Hydrocurve, Hydrocurve
II(R), Natural Touch, Optifit, Optifit Custom, Polycon(R), Precision UV,
SoftPerm(R), Wesley-Jessen(R) and WJ(R) are trademarks of the Company and its
subsidiaries.

7
<PAGE>

[ALTERNATE PAGE]

PLAN OF DISTRIBUTION

The Company is offering directly to certain employee participants in the
Company's Profit Sharing Plan up to an aggregate of 100,000 shares of Common
Stock at the initial public offering price set forth on the cover page of this
Prospectus. Since such shares are being sold directly by the Company and not
through the Underwriters, no underwriting discount or commission will be paid
to the Underwriters with respect to such shares. The Direct Offering is
contingent upon the consummation of the Underwritten Offering.

Prior to this Offering, there has been no public market for the Common Stock.
The initial public offering price for the Common Stock in the Underwritten
Offering (the "IPO Price") has been determined by negotiation between the
Company and the Representatives of the Underwriters. The initial public
offering price for the Common Stock in the Direct Offering will be equal to the
IPO Price less underwriting discounts and commissions. Among the factors
considered in determining the IPO Price were the history of, and the prospects
for, the Company's business and the industry in which it competes, an
assessment of the Company's management, its past and present operations, its
past and present earnings and the trend of such earnings, the prospects for
earnings of the Company, the present state of the Company's development, the
general condition of the securities markets at the time of the Offering and the
price-earnings ratios and market price of securities of comparable companies at
the time of the Offering. There can be no assurance that an active trading
market will develop for the Common Stock or that the Common Stock will trade in
the public market subsequent to the Offering at or above the IPO Price.

The Company and its executive officers, Directors and certain existing
stockholders, who collectively own 14,136,650 shares of Common Stock, have
agreed not to offer, sell, contract to sell or otherwise dispose of any Common
Stock for a period of 180 days after the date of this Prospectus without the
prior written consent of the managing underwriter, except, in the case of the
Company, for the shares of Common Stock to be issued in connection with the
Offering or pursuant to employee benefit plans existing on the date of this
Prospectus and in the case of the executive officers, Directors and existing
stockholders, for the shares of Common Stock sold in connection with the
Offering (if any), sales or dispositions to the Company, certain permitted
transfers to related parties that agree to be bound by the foregoing
restrictions and certain permitted sales of shares acquired in the open market
following the completion of the Offering.

89
<PAGE>

[ALTERNATE PAGE]

EXPERTS

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Kirkland & Ellis, Chicago, Illinois (a partnership which includes
professional corporations). Certain partners of Kirkland & Ellis are partners
in Randolph Street Partners, which owns 87,015 shares of Common Stock. Kirkland
& Ellis has from time to time represented, and may continue to represent, Bain
Capital and certain of its affiliates (including the Company) in connection
with certain legal matters.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement (of which
this Prospectus is a part and which term shall encompass any amendments
thereto) on Form S-1 pursuant to the Securities Act with respect to the Common
Stock being offered in the Offering. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain portions of which are omitted as permitted by the
rules and regulations of the Commission. Statements made in this Prospectus as
to the contents of any contract, agreement or other document referred to are
not necessarily complete; with respect to any such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made
to the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference. For
further information about the Company and the securities offered hereby,
reference is made to the Registration Statement and to the financial
statements, schedules and exhibits filed as a part thereof.

Upon completion of the Offering, the Company will be subject to the
information requirements of the Exchange Act, and, in accordance therewith,
will file reports and other information with the Commission. The Registration
Statement, the exhibits and schedules forming a part thereof and the reports
and other information filed by the Company with the Commission in accordance
with the Exchange Act may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the following regional
offices of the Commission: Seven World Trade Center, 13th Floor, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material or any part thereof may also be
obtained by mail from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates or accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov.

The Company intends to furnish its stockholders with annual reports
containing audited financial statements and to make available quarterly reports
containing unaudited summary financial information for the first three fiscal
quarters of each fiscal year.

90
<PAGE>

[ALTERNATE PAGE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR
A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE,
OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UN-
DER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE
IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF.

----------------

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 12
The Company............................................................... 18
Use of Proceeds........................................................... 20
Dividend Policy........................................................... 21
The Reclassification...................................................... 21
Capitalization............................................................ 22
Dilution.................................................................. 23
Unaudited Pro Forma Financial Data........................................ 24
Supplemental Unaudited Pro Forma Financial Data........................... 36
Selected Historical Consolidated
Financial Data........................................................... 40
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 43
Business.................................................................. 53
Management................................................................ 70
Principal Stockholders.................................................... 79
Certain Transactions...................................................... 81
Description of Certain Indebtedness....................................... 82
Description of Capital Stock.............................................. 84
Shares Eligible for Future Sale........................................... 87
Plan of Distribution...................................................... 89
Experts................................................................... 90
Legal Matters............................................................. 90
Additional Information.................................................... 90
Index to Financial Statements............................................. F-1
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

100,000 SHARES

[LOGO OF WESLEY JESSEN VISIONCARE, INC. APPEARS HERE]

Wesley Jessen VisionCare, Inc.

COMMON STOCK

----------------

PROSPECTUS

----------------

FEBRUARY , 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a statement of estimated expenses, to be paid solely by the
Company, of the issuance and distribution of the securities being registered:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........... $ 18,296
NASD filing fee............................................... 6,250
Nasdaq National Market original listing fee................... 50,000
Blue Sky fees and expenses (including attorneys' fees and ex-
penses)...................................................... 10,000
Printing expenses............................................. 400,000
Accounting fees and expenses.................................. 700,000
Transfer agent's fees and expenses............................ 15,000
Legal fees and expenses....................................... 600,000
Miscellaneous expenses........................................ 454
----------
Total..................................................... $1,800,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is incorporated under the laws of the State of Delaware. Section
145 of the General Corporation Law of the State of Delaware ("Section 145")
provides that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of
the fact that such person was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided such person acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the corporation's best interests and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was
illegal. A Delaware corporation may indemnify any persons who are, or are
threatened to be made, a party to any threatened, pending or completed action
or suit by or in the right of the corporation by reason of the fact that such
person was a director, officer, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit, provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests except
that no indemnification is permitted without judicial approval if the officer
or director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director has actually and reasonably incurred.

The Company's Certificate of Incorporation and By-laws provide for the
indemnification of Directors and officers of the Company to the fullest extent
permitted by Section 145.

In that regard, the By-laws provide that the Company shall indemnify any
person whom it has the power to indemnify by Section 145 from or against any
and all of the expenses, liabilities or other matters referred to or covered
in Section 145, and such indemnification is not exclusive of other rights to
which such person shall be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to

II-1
<PAGE>

action in such person's official capacity for or in behalf of the Company
and/or any subsidiary of the Company and as to action in another capacity
while holding such office and shall continue as to such person who has ceased
to be a director, officer, employee, or agent of the Company and/or subsidiary
of the Company and shall inure to the benefit of the heirs, executors, and
administrators of such person.

The Company expects to enter into indemnification agreements with each of
its executive officers and Directors prior to the completion of the Offering.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since its incorporation on May 11, 1995, the Company has issued the
following securities without registration under the Securities Act of 1933
(the "Securities Act"):

(1) In connection with the Wesley Jessen Acquisition, the Company issued
on June 28, 1995 an aggregate of 415,000 shares of Class L Common Stock for
an aggregate purchase price of approximately $7,224,000.40 and 3,735,000
shares of Common Stock for an aggregate purchase price of approximately
$301,003.65 to Bain Capital Fund IV, L.P., Bain Capital Fund IV-B, L.P.,
BCIP Associates, BCIP Trust Associates, L.P., Randolph Street Partners and
Robert A. Sandler.

(2) Effective as of June 28, 1995, the Company issued to certain members
of management an aggregate of 11,534 shares of Class L Common Stock and
103,818 shares of Common Stock. The purchase price of the Class L Common
Stock and Common Stock was $17.40723 and $0.08059 per share, respectively.

(3) Effective as of July 11, 1995, the Company issued to a member of
management 2,500 shares of Class L Common Stock and 22,500 shares of Common
Stock. The purchase price of the Class L Common Stock and Common Stock was
$17.40723 and $0.08059 per share, respectively.

(4) Effective as of December 11, 1995, January 1, 1996, March 1, 1996 and
June 28, 1996, the Company issued to certain newly-hired members of
management 143, 214, 216 and 286 shares of Class L Common Stock,
respectively, and 1,286, 1,928, 1,932 and 2,572 shares of Common Stock,
respectively. In each case, the purchase price of the Class L Common Stock
and the Common Stock was $17.40723 and $0.08059 per share, respectively.

(5) On July 17, 1996, the Company issued to a member of management 107
shares of Class L Common Stock and 964 shares of Common Stock. The purchase
price of the Class L Common Stock and Common Stock was $17.40723 and
$0.08059 per share, respectively.

(6) On October 2, 1996, the Company issued a subordinated seller's note
in the aggregate principal amount of $5 million to Pilkington plc as part
of the consideration for the Barnes-Hind Acquisition.

The sales and issuances of securities listed above in paragraphs (1) and (6)
were deemed to be exempt from registration under the Securities Act by virtue
of Section 4(2) thereof, as transactions not involving a public offering. The
sales and issuances of securities listed above in paragraphs (2), (3), (4) and
(5) were deemed to be exempt from registration under the Securities Act by
virtue of Section 3(b) thereof and Rule 701 promulgated thereunder. All of the
information set forth in this Item 15 does not give effect to the
Reclassification and Stock Split (each as defined in the Prospectus which
forms a part of this Registration Statement).

II-2
<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS.

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
*1.1 Form of Purchase Agreement.
*2.1 Purchase and Sale Agreement, dated as of May 5, 1995, between
Schering Corporation and WJ Acquisition Corp.+
*2.2 Agreement for Purchase and Sale, dated as of July 5, 1996,
between the Company and Pilkington plc.+
*3.1(i) Form of Restated Certificate of Incorporation of the Company.
*3.1(ii) Form of Restated By-laws of the Company.
*4.1 Form of certificate representing shares of Common Stock, $0.01
par value per share.
*4.2 Stockholders Agreement, dated October 22, 1996, among the
Company and the stockholders named therein.
*4.3 Amended and Restated Registration Agreement, dated as of October
22, 1996, between the Company and the stockholders named
therein.
*4.4 Credit Agreement, dated as of October 2, 1996, between the
Company, Wesley Jessen Corporation, the various lending
institutions named therein and Bankers Trust Company, as
Agent.+
*4.5 Security Agreement, dated as of October 2, 1996, among the
Company, Wesley Jessen Corporation, certain other subsidiaries
named therein and Bankers Trust Company, as Collateral Agent.+
*4.6 Pledge Agreement, dated as of October 2, 1996, by the Company,
Wesley Jessen Corporation, certain other subsidiaries named
therein and Bankers Trust Company, as Collateral Agent and
Pledgee.+
*4.7 Subsidiary Guaranty, dated as of October 2, 1996, made by each
subsidiary of Wesley Jessen Corporation named therein and
Bankers Trust Company, as Agent.
*4.8 Subordinated seller's note, dated as of October 2, 1996, by
Wesley Jessen Corporation in favor of Pilkington plc.
5.1 Opinion and consent of Kirkland & Ellis.
*10.1 Form of Wesley Jessen VisionCare, Inc. 1997 Stock Incentive
Plan.
*10.2 Form of Wesley Jessen VisionCare, Inc. Non-Employee Director
Stock Option Plan.
*10.3 Amended and Restated Advisory Agreement, dated as of October 2,
1996, between Wesley Jessen Corporation and Bain Capital, Inc.
*10.4 Stock Purchase Agreement, dated as of June 28, 1995, among
Wesley-Jessen Holding, Inc. and the various purchasers named
therein.
*10.5 Agreement, dated as of December 21, 1992, between Wesley Jessen
Corporation and Tech Medical Inc., regarding casting cups, as
amended.
*10.6 Employment Agreement, dated June 28, 1995, between the Company
and Kevin J. Ryan.
*10.7 Employment Agreement, dated June 28, 1995, between the Company
and Edward J. Kelley.
*10.8 Wesley-Jessen Holding, Inc. 1995 Stock Purchase and Option Plan.
*10.9 Wesley-Jessen Holding, Inc. 1996 Stock Option Plan.
*10.10 Management Agreement, effective as of June 28, 1995 and dated as
of April 5, 1996, by and between the Company and Kevin J. Ryan
(with an attached schedule setting forth the terms of other
Named Executives).
*10.11 Form of Indemnification Agreement.
*10.12 Lease agreements relating to the Company's Southampton, United
Kingdom manufacturing facility.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
*10.13 Lease agreements relating to the Company's San Diego, California
manufacturing facility.
*10.14 Wesley Jessen Corporation Professional Incentive Program (1996).
*10.15 Form of Employee Stock Discount Purchase Plan.
11.1 Earnings Per Share.
*21.1 Subsidiaries of the Company.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
*24.1 Powers of Attorney (included in signature page).
*27.1 Financial Data Schedule.
</TABLE>
- --------
*Previously filed.
**To be filed by amendment.
+The Company agrees to furnish supplementally to the Commission a copy of any
omitted schedule or exhibit to such agreement upon request by Commission.

(b) FINANCIAL STATEMENT SCHEDULES.

Financial statement schedules included in this Registration Statement:

Schedule II--Valuation and qualifying accounts for the periods from January
1, 1993 through September 28, 1996.

All other schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions,
are inapplicable or not material, or the information called for thereby is
otherwise included in the financial statements and therefore has been omitted.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriter
at closing specified in the underwriting agreement certificates in such
denominations and registered in such names as requested by the underwriter to
permit prompt delivery to each purchaser.

The undersigned registrant hereby undertakes:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-4
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 5 TO REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
CHICAGO, STATE OF ILLINOIS, ON FEBRUARY 10, 1997.

Wesley Jessen VisionCare, Inc.

/s/ Kevin J. Ryan
By: _________________________________
Kevin J. Ryan
President and Chief Executive
Officer

* * * *

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 5 TO REGISTRATION STATEMENT AND POWER OF ATTORNEY HAVE BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
* Chairman of the Board February 10, 1997
____________________________________
Stephen G. Pagliuca

* President and Director February 10, 1997
____________________________________ (principal executive
Kevin J. Ryan officer)

* Chief Financial Officer, February 10, 1997
____________________________________ Treasurer and Director
Edward J. Kelley (principal financial and
accounting officer)

* Director February 10, 1997
____________________________________
Adam W. Kirsch

* Director February 10, 1997
____________________________________
John W. Maki

* Director February 10, 1997
____________________________________
John J. O'Malley

/s/ Kevin J. Ryan Attorney-in-fact
*By: _______________________________ February 10, 1997
Kevin J. Ryan
</TABLE>

II-5
<PAGE>

WESLEY JESSEN VISIONCARE, INC.

(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

FINANCIAL STATEMENT SCHEDULE

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
ADDITIONS
CHARGED TO
BEGINNING COSTS AND ENDING
BALANCE EXPENSES DEDUCTIONS BALANCE
--------- ---------- ---------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Year ended December 31, 1993........... $ 1,717 $ 2,312 $ (1,678) $ 2,351
Year ended December 31, 1994........... $ 2,351 $ 4,871 $ (2,022) $ 5,200
Period from January 1, 1995 through
June 28, 1995......................... $ 5,200 $ 1,450 $ (2,456) $ 4,194
Period from June 29, 1995 through De-
cember 31, 1995....................... $ 5,342* $ 861 $ (1,548) $ 4,655
Period from January 1, 1996 through
September 28, 1996.................... $ 4,655 $ 1,020 $ (2,248) $ 3,427
ALLOWANCE FOR SALES RETURNS AND ADJUST-
MENTS
Year ended December 31, 1993........... $10,445 $21,066 $(21,206) $10,305
Year ended December 31, 1994........... $10,305 $27,273 $(21,768) $15,810
Period from January 1, 1995 through
June 28, 1995......................... $15,810 $10,962 $(15,993) $10,779
Period from June 29, 1995 through De-
cember 31, 1995....................... $10,779 $ 4,088 $ (7,642) $ 7,225
Period from January 1, 1996 through
September 28, 1996.................... $ 7,225 $ 7,960 $ (6,885) $ 8,300
</TABLE>

*Includes purchase accounting adjustment of $1,148 to adjust Predecessor policy
to that of the Company.
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
------ ----------- ----
<C> <S> <C>
*1.1 Form of Purchase Agreement.
*2.1 Purchase and Sale Agreement, dated as of May 5, 1995,
between Schering Corporation and WJ Acquisition Corp.+
*2.2 Agreement for Purchase and Sale, dated as of July 5,
1996, between the Company and Pilkington plc.+
*3.1(i) Form of Restated Certificate of Incorporation of the
Company.
*3.1(ii) Form of Restated By-laws of the Company.
*4.1 Form of certificate representing shares of Common Stock,
$0.01 par value per share.
*4.2 Stockholders Agreement, dated October 22, 1996, among the
Company and the stockholders named therein.
*4.3 Amended and Restated Registration Agreement, dated as of
October 22, 1996, between the Company and the
stockholders named therein.
*4.4 Credit Agreement, dated as of October 2, 1996, between
the Company, Wesley Jessen Corporation, the various
lending institutions named therein and Bankers Trust
Company, as Agent.+
*4.5 Security Agreement, dated as of October 2, 1996, among
the Company, Wesley Jessen Corporation, certain other
subsidiaries named therein and Bankers Trust Company, as
Collateral Agent.+
*4.6 Pledge Agreement, dated as of October 2, 1996, by the
Company, Wesley Jessen Corporation, certain other
subsidiaries named therein and Bankers Trust Company, as
Collateral Agent and Pledgee.+
*4.7 Subsidiary Guaranty, dated as of October 2, 1996, made by
each subsidiary of Wesley Jessen Corporation named
therein and Bankers Trust Company, as Agent.
*4.8 Subordinated seller's note, dated as of October 2, 1996,
by Wesley Jessen Corporation in favor of Pilkington plc.
5.1 Opinion and consent of Kirkland & Ellis.
*10.1 Form of Wesley Jessen VisionCare, Inc. 1997 Stock
Incentive Plan.
*10.2 Form of Wesley Jessen VisionCare, Inc. Non-Employee
Director Stock Option Plan.
*10.3 Amended and Restated Advisory Agreement, dated as of
October 2, 1996, between Wesley Jessen Corporation and
Bain Capital, Inc.
*10.4 Stock Purchase Agreement, dated as of June 28, 1995,
among Wesley-Jessen Holding, Inc. and the various
purchasers named therein.
*10.5 Agreement, dated as of December 21, 1992, between Wesley
Jessen Corporation and Tech Medical Inc., regarding
casting cups, as amended.
*10.6 Employment Agreement, dated June 28, 1995, between the
Company and Kevin J. Ryan.
*10.7 Employment Agreement, dated June 28, 1995, between the
Company and Edward J. Kelley.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
------ ----------- ----
<C> <S> <C>
*10.8 Wesley-Jessen Holding, Inc. 1995 Stock Purchase and Option
Plan.
*10.9 Wesley-Jessen Holding, Inc. 1996 Stock Option Plan.
*10.10 Management Agreement, effective as of June 28, 1995 and dated
as of April 5, 1996, by and between the Company and Kevin J.
Ryan (with an attached schedule setting forth the terms of
other Named Executives).
*10.11 Form of Indemnification Agreement.
*10.12 Lease Agreements relating to the Company's Southampton,
United Kingdom manufacturing facility.
*10.13 Lease Agreements relating to the Company's San Diego,
California manufacturing facility.
*10.14 Wesley Jessen Corporation Professional Incentive Program
(1996).
*10.15 Form of Employee Stock Discount Purchase Plan.
11.1 Earnings Per Share.
*21.1 Subsidiaries of the Company.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
*24.1 Powers of Attorney (included in signature page).
*27.1 Financial Data Schedule.
</TABLE>
- --------
*Previously Filed.
**To be filed by amendment.
+The Company agrees to furnish supplementally to the Commission a copy of any
omitted schedule or exhibit to such agreement upon request by Commission.

<PAGE>

EXHIBIT 5.1

February 3, 1997

Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, Illinois 60018-5903

Re: Wesley Jessen VisionCare, Inc. Registration Statement on
Form S-1 (Registration No. 333-17353)
--------------------------------------------------------

Ladies and Gentlemen:

We are acting as special counsel to Wesley Jessen VisionCare, Inc., a
Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of 2,875,000 shares of its Common Stock, par value
$.01 per share (the "Common Stock"), including 375,000 shares of its Common
Stock to cover over-allotments, if any, (collectively, the "Shares"), pursuant
to a Registration Statement on Form S-1 (Registration No. 333-17353), originally
filed with the Securities and Exchange Commission (the "Commission") on December
6, 1996 under the Securities Act of 1933, as amended (the "Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"). Up to 100,000 of the Shares are to be offered
by the Company directly to certain employee participants in the Company's Profit
Sharing Plan and the remaining Shares are to be sold pursuant to a Purchase
Agreement (the "Purchase Agreement"), by and among the Company, Wesley Jessen
Corporation and Merrill Lynch & Co., Alex. Brown & Sons Incorporated, Bear,
Stearns & Co., Inc., BT Securities Corporation and Salomon Brothers Inc.

For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the legal capacity of
all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. As to any facts material to the opinions
expressed herein, we have relied upon the statements and representations of
officers and other representations of the Company and others.

Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether

<PAGE>

enforcement is considered in a proceeding in equity or at law), (iii) public
policy considerations which may limit the rights of parties to obtain certain
remedies and (iv) any laws except the internal laws of the State of Illinois,
the General Corporation law of the State of Delaware and the federal law of the
United States of America.

Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we hereby advise you
that in our opinion:

(1) The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.

(2) Upon the effectiveness of the Amended and Restated Certificate of
Incorporation of the Company (the "Restated Certificate"), the Shares will be
duly authorized, and, when (i) the Registration Statement becomes effective
under the Act, (ii) the Board of Directors of the Company has taken all
necessary action to approve the issuance and sale of the Shares (iii) up to
100,000 of the Shares have been duly executed and delivered by the Company to
certain employee participants in the Company's Profit Sharing Plan upon receipt
of the consideration to be paid therefor and (iv) the remaining Shares have been
duly executed and delivered on behalf of the Company and issued in accordance
with the terms of the Purchase Agreement upon receipt of the consideration to be
paid therefor, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission. This opinion and consent may be incorporated by
reference in a subsequent registration statement on Form S-1 filed pursuant to
Rule 462(b) under the Act with respect to the registration of additional
securities for sale in the offering contemplated by the Registration Statement.

We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.

This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
States be changed by legislative action, judicial decision or otherwise.

Very truly yours,

/s/ Kirkland & Ellis

KIRKLAND & ELLIS

<PAGE>

EXHIBIT 11.1

WESLEY JESSEN VISIONCARE, INC.
(FORMERLY KNOWN AS WESLEY-JESSEN HOLDING, INC.)

COMPUTATION OF PRO FORMA EARNINGS (LOSS) PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
JUNE 29 JANUARY 1
THROUGH THROUGH
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -------------
<S> <C> <C>
PRO FORMA COMPUTATION OF PRIMARY EARNINGS (LOSS)
PER SHARE:
Net income (loss)............................... $ (19,715) $ 7,861
========== ===========
Weighted average number of common stock and com-
mon stock equivalents outstanding.............. 14,032,277 14,260,057
Net additional shares issuable in connection
with stock options pursuant to the treasury
stock method................................... 370,802 370,802
---------- -----------
Weighted average number of common stock and com-
mon stock
equivalents.................................... 14,403,079 14,630,859
========== ===========
Pro forma income (loss) per share............... $ (1.37) $ 0.54
========== ===========
SUPPLEMENTAL PRO FORMA COMPUTATION OF PRIMARY
EARNINGS (LOSS) PER SHARE:
Weighted average number of common stock and com-
mon stock
equivalents.................................... 14,032,277 14,260,057
Shares to be issued............................. 2,500,000 2,059,725
---------- -----------
16,532,277 16,319,782
========== ===========
Net income (loss):
As reported.................................... $ (19,715) $ 7,861
Add: interest paid............................. 2,141 2,757
Less: tax effect............................... (891) (471)
---------- -----------
As adjusted.................................... $ (18,465) $ 10,147
========== ===========
Supplemental pro forma income (loss) per share.. $ (1.12) $ 0.62
========== ===========
PRO FORMA COMPUTATION OF FULLY DILUTED EARNINGS
PER SHARE:
Net income...................................... $ 7,861
===========
Weighted average number of common stock and com-
mon stock
equivalents.................................... 14,260,057
Net additional shares issuable in connection
with stock options on a fully diluted basis
pursuant to the treasury stock method ......... 2,257,984
-----------
16,518,041
===========
Pro forma fully diluted income per share........ $ 0.48
===========
</TABLE>

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 (File No. 333-17353) of our report dated
December 4, 1996, except as to Note 15 which is as of January 28, 1997, and
our report dated September 17, 1996, relating to the financial statements of
Wesley Jessen VisionCare, Inc. (formerly known as Wesley-Jessen Holding, Inc.)
and its Predecessor (the Wesley-Jessen contact lens business of Schering-
Plough Corporation), respectively, which appear in such Prospectus. We also
consent to the application of such reports to the Financial Statement Schedule
for the periods from January 1, 1993 through September 28, 1996 listed under
Item 16(b) of this Registration Statement when such schedule is read in
conjunction with the financial statements referred to in our reports. The
audits referred to in such reports also included this schedule. We also
consent to the references to us under the headings "Experts," and "Selected
Historical Consolidated Financial Data" in such Prospectus. However, it should
be noted that Price Waterhouse LLP has not prepared or certified such
"Selected Historical Consolidated Financial Data."

PRICE WATERHOUSE LLP

Chicago, Illinois

February 10, 1997

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-1 (File
No. 333-17353) of our report, which includes explanatory paragraphs relating
to substantial doubt regarding the entity's ability to continue as a going
concern and the sale of certain assets and liabilities of the entity, dated
July 26, 1996, except as to Note 16, which is as of September 24, 1996, on our
audits of the financial statements of Pilkington Barnes Hind Group. We also
consent to the reference to our firm under the caption "Experts."

Coopers & Lybrand L.L.P.

San Jose, California

February 10, 1997