<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the fiscal year ended December 31, 1996
-----------------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the transition period from _______________________ to ____________________
Commission file number 0-22033
-----------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
PBH EMPLOYEES' SAVINGS & INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, Illinois 60018-5903
<PAGE>
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
---------------
FINANCIAL STATEMENTS AND
------------------------
ADDITIONAL INFORMATION
----------------------
DECEMBER 31, 1996 AND 1995
--------------------------
<PAGE>
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
---------------
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
--------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of independent accountants 1
Financial statements:
Statements of net assets available for plan benefits, with 2
fund information at December 31, 1996 and 1995
Statements of changes in net assets available for plan benefits, 3
with fund information for the years ended December 31, 1996
and 1995
Notes to financial statements 4-7
Additional information:
Schedule I - Line 27(a) - Schedule of assets held for
investment purposes at December 31, 1996 8
Schedule II - Line 27(d) - Schedule of reportable
transactions for the year ended December 31, 1996 9
</TABLE>
All other schedules of additional financial information required by Section
2520.103-10 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 10, 1997
To the Participants and the
Administrative Committee of
the PBH Employees' Savings and
Investment Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the PBH Employees' Savings and Investment Plan at December 31,
1996, and the changes in net assets available for plan benefits for the year
then ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by the
Plan's management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for the opinion expressed
above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. The fund information in the statement of net
assets available for plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. Schedules I and II and the
fund information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
<PAGE>
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
---------------
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
AT DECEMBER 31, 1996 AND 1995
-----------------------------
<TABLE>
<CAPTION>
December 31, 1996
-------------------------------------------------------------------------------------
Fund Information
-------------------------------------------------------------------------------------
Twentieth
SEI Trust American Twentieth Century Twentieth Twentieth
Benham Century Century International Century Century
Preservation Balanced Growth Growth Select Vista
Fund Fund Fund Fund Fund Fund
------------ ----------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Registered investment
company funds $ 9,507,989 $ 1,950,051 $ 4,521,978 $ 2,067,766 $ 3,063,989 $ 3,066,850
Receivables:
Participant contributions 19,934 6,508 9,175 5,320 8,051 8,236
Employer contributions 9,451 3,406 4,383 2,572 3,904 3,923
Loan repayments 10,690 3,098 2,709 1,458 4,145 5,019
Interest and dividends 43,376 - - - - -
------------ ----------- ----------- ------------- ----------- -----------
Total receivables 83,451 13,012 16,267 9,350 16,100 17,178
Loans to participants - - - - - -
------------ ----------- ----------- ------------- ----------- -----------
Net assets available for
plan benefits $ 9,591,440 $ 1,963,063 $ 4,538,245 $ 2,077,116 $ 3,080,089 $ 3,084,028
============ =========== =========== ============= =========== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
----------------------------------------------------------------------
Fund Information
-------------------------------------------------------
Twentieth Twentieth American
Century Century Century December 31,
Ultra Heritage Value Participant 1995
Fund Fund Fund Loans Total Total
----------- ---------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Registered investment
company funds $ 1,246,831 $ 406,002 $ 1,005,415 $ - $26,836,871 $26,886,742
Receivables:
Participant contributions 6,678 1,981 2,940 - 68,823 80,600
Employer contributions 2,862 832 1,274 - 32,607 26,722
Loan repayments 3,586 342 1,162 - 32,209 -
Interest and dividends - - - - 43,376 40,143
----------- ---------- ----------- ----------- ----------- -------------
Total receivables 13,126 3,155 5,376 - 177,015 147,465
Loans to participants - - - 1,361,483 1,361,483 1,544,345
----------- ---------- ----------- ----------- ----------- -------------
Net assets available for
plan benefits $ 1,259,957 $ 409,157 $ 1,010,791 $ 1,361,483 $28,375,369 $28,578,552
=========== ========== =========== =========== =========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
---------------
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
----------------------------------------------
<TABLE>
<CAPTION>
For the year ended December 31, 1996
------------------------------------------------------------------------------------------------
Fund Information
------------------------------------------------------------------------------------------------
Twentieth
Bankers Trust SEI Trust American Twentieth Century Twentieth Twentieth
Capital Benham Century Century International Century Century
Preservation Preservation Balanced Growth Growth Select Vista
Fund Fund Fund Fund Fund Fund Fund
------------ ------------ -------- --------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income -
Interest and dividends $ 451,655 $ 88,104 $ 195,782 $ 87,075 $ 196,587 $ 289,937 $ 219,168
Net appreciation (depreciation)
in fair value of investments - - 31,535 571,073 90,877 232,874 (41,385)
Contributions:
Participant 461,852 57,277 173,007 284,501 178,858 231,685 233,304
Employer 208,447 27,628 79,868 119,137 77,187 101,107 103,968
------------ ---------- ---------- ----------- ---------- ---------- ----------
Total contributions 670,299 84,905 252,875 403,638 256,045 332,792 337,272
Other disbursements - - - - - - -
Distributions and withdrawals (2,201,523) (170,392) (480,991) (1,257,567) (437,952) (782,340) (559,127)
Loan repayments 333,009 43,982 57,973 109,366 52,565 104,939 77,475
Rollovers and other transfers
to the plan 1,303 - 2,528 4,268 3,967 2,852 6,174
Interfund transfers (9,727,896) 9,544,841 (85,804) (193,661) (63,190) (132,283) 106,160
------------ ---------- ---------- ----------- ---------- ---------- ----------
Increase (decrease) in assets
during year (10,473,153) 9,591,440 (26,102) (275,808) 98,899 48,771 145,737
Net assets available for plan
benefits:
At beginning of period 10,473,153 - 1,989,165 4,814,053 1,978,217 3,031,318 2,938,291
------------ ---------- ---------- ----------- ---------- ---------- ----------
At end of period $ - $9,591,440 $1,963,063 $4,538,245 $2,077,116 $3,080,089 $3,084,028
============ ========== ========== =========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
For the year ended December 31, 1996
----------------------------------------------------------------------------
Fund Information
----------------------------------------------------------------------------
For the
Twentieth Twentieth American year ended
Century Century Century December 31,
Ultra Heritage Value Participant 1995
Fund Fund Fund Loans Total Total
---------- -------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income -
Interest and dividends $ 67,177 $ 25,160 $ 96,298 $ 109,448 $ 1,826,391 $ 2,294,907
Net appreciation (depreciation)
in fair value of investments 68,801 25,560 61,338 - 1,040,673 1,622,863
Contributions:
Participant 154,414 49,715 79,045 - 1,903,658 2,776,189
Employer 63,061 21,403 33,619 - 835,425 921,044
---------- -------- ---------- ---------- ----------- -----------
Total contributions 217,475 71,118 112,664 - 2,739,083 3,697,233
Other disbursements - - - - - (183,446)
Distributions and withdrawals (269,870) (82,756) (203,166) 572,704 (5,872,980) (5,950,115)
Loan repayments 49,580 11,384 24,741 (865,014) - -
Rollovers and other transfers
to the plan 19,559 15,727 7,272 - 63,650 -
Interfund transfers 154,601 14,540 382,692 - - -
---------- -------- ---------- ---------- ----------- -----------
Increase (decrease) in assets
during year 307,323 80,733 481,839 (182,862) (203,183) 1,481,442
Net assets available for plan
benefits:
At beginning of period 952,634 328,424 528,952 1,544,345 28,578,552 27,097,110
---------- -------- ---------- ---------- ----------- -----------
At end of period $1,259,957 $409,157 $1,010,791 $1,361,483 $28,375,369 $28,578,552
========== ======== ========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
---------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1996 AND 1995
--------------------------
NOTE 1 - PLAN DESCRIPTION:
- --------------------------
The following description of the PBH Employees' Savings and Investment Plan is
provided for general informational purposes. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
General
- -------
The Plan is a defined contribution savings and profit-sharing plan covering all
eligible employees of Pilkington Barnes Hind, Inc. (the "Company"), a subsidiary
of Wesley Jessen VisionCare, Inc. The Plan is administered by the Administrative
Committee (the "Administrator") and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The Administrative Committee,
on behalf of the Plan, has appointed Chase Manhattan Bank NA (the "Custodian")
as the Plan's custodian.
Eligibility
- -----------
The Plan provides benefits covering substantially all regular employees of the
Company provided that they have completed at least 6 months of service.
Investments
- -----------
The Plan provides participants with ten investment options as follows:
Bankers Trust Capital Invests in Guaranteed Investment Contracts (GICs) and
Preservation Fund GIC-like investments. The fund is managed by Bankers
Trust Company, Investment Management Group. This fund
was terminated on August 1, 1996, and the assets were
transferred to the SEI Trust Benham Preservation Fund.
SEI Trust Benham Invests in Guaranteed Investment Contracts (GICs) and
Preservation Fund GIC-like investments. The fund is managed by SEI Trust
Company.
American Century Invests in common stocks and bonds and other fixed
Balanced Fund income securities.
Twentieth Century Invests in medium capital companies; however, the
Growth Fund securities are not required to pay dividends.
4
<PAGE>
Twentieth Century International Invests primarily in common stocks of foreign
Growth Fund companies.
Twentieth Century Select Fund Invests in large capital companies whereby all
stocks within the portfolio must pay
dividends.
Twentieth Century Vista Fund Invests in small capital companies which are
relatively young firms in expanding, new
industries.
Twentieth Century Ultra Fund Invests in stocks of smaller to medium-sized
companies.
Twentieth Century Heritage Invests in smaller-sized companies whereby
Fund all stocks within the portfolio must pay
dividends or have made a commitment to the
payment of regular dividends.
American Century Value Fund Invests primarily in stocks of well-
established companies that are believed to be
undervalued at the time of purchase. The fund
is designed to provide long-term appreciation
with income as a secondary objective.
Contributions and vesting
- -------------------------
The Plan provides that qualified employees may make pre-tax elective
contributions to the Plan between 1% and 16% of annual compensation. Prior to
March 2, 1996, the Company provided matching contributions at a rate of 50% of
each participant's elective contribution up to 6% of annual compensation. On
March 22, 1996, the plan was amended such that participants who, as of March 31,
1996 had not reached age 50 or did not have 10 years of service, receive
matching contributions at a rate of 75% of their elective contribution up to 6%
of annual compensation. All other participants continue to receive matching
contributions at a rate of 50% of each participant's elective contribution up to
6% of annual compensation. Contributions are subject to certain limitations as
defined by the Internal Revenue Code of 1986 (the "Code").
Participant contributions vest upon deposit. Company contributions are fully
vested after five years of service. Forfeitures of unvested amounts are used to
offset future Company contributions. Plan earnings are allocated to the
participants' accounts based on the ratio of each participants' accounts in each
investment fund.
Distributions and withdrawals
- -----------------------------
In the event of retirement, death, disability, or termination of employment for
any other reason, a participant's vested interest in the Plan is distributed in
a lump-sum payment or, at the election of the participant, in periodic
installments. Under certain limited circumstances, participants may withdraw
part or all of their pre-tax contributions while still employed by the Company.
5
<PAGE>
Loans
- -----
Any participant may apply for a loan from the portion of their account
attributable to their elective contributions. Loans must be a minimum of $1,000,
with a maximum of the lesser of 50% of the participant's vested balance or
$50,000 reduced by the highest outstanding balance of loans from the plan during
the prior one-year period. Loan terms generally do not exceed five years, but
loans for the purchase of a principal residence may have terms up to fifteen
years. Each loan bears an interest rate which is commensurate with the
prevailing market rates.
Termination of the Plan
- -----------------------
The Company intends to continue the Plan without interruption, but reserves the
right to discontinue the Plan at any time. Upon termination or partial
termination of the Plan, the balance of the participants' accounts shall become
fully vested and payable to the participants in accordance with the Plan's
provisions.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
- -----------------------------------------
Basis of accounting
- -------------------
The financial statements have been prepared on the accrual basis of accounting.
Distributions to participants, however, are recorded when paid, in accordance
with ERISA regulations. Participant distributions payable at year end are not
presented as a liability in the statement of net assets available for plan
benefits or as a distribution to participants in the statement of changes in net
assets available for plan benefits.
Valuation of investments
- ------------------------
Guaranteed Investment Contracts (GICs) with insurance companies and banks are
stated at fair value, as determined by the custodian. Other investments, except
loans receivable from participants, are presented at fair value as measured by
quoted market values. Loans receivable from participants are recorded at
historical value, which is considered to approximate fair value. Investment
earnings are recognized when earned. Unrealized appreciation or depreciation
resulting from changes in market value is recognized in the year in which it
occurs.
Administrative expenses
- -----------------------
In accordance with the Plan agreement, investment related expenses are paid from
Plan assets and are included in the accompanying financial statements as an
adjustment to the basis of securities purchased and sold. All administrative
expenses which are not paid by the Plan are paid by the Company.
Use of estimates
- ----------------
The preparation of financial statements in accordance with generally accepted
accounting principles requires the use of estimates by management regarding the
reported amounts of assets and liabilities as well as the revenue and expenses
recognized during the reporting period. Actual results could differ from these
estimates.
6
<PAGE>
NOTE 3 - TAX STATUS
- -------------------
The Internal Revenue Service has issued a favorable determination letter dated
December 19, 1995 with respect to the qualified tax status of the Plan. The Plan
administrator and the Company believe that the Plan is designed and is currently
operating in compliance with the applicable Code requirements. Therefore, no
provision for income taxes has been included in the Plan's financial statements.
NOTE 4 - BENEFIT OBLIGATIONS
- ----------------------------
Benefit obligations for persons who have withdrawn from participation in the
Plan as of December 31, 1996 were as follows:
<TABLE>
<CAPTION>
December 31,
1996
------------
<S> <C>
SEI Trust Benham Preservation Fund $474,041
American Century Balanced Fund 3,465
Twentieth Century Growth Fund 7,223
Twentieth Century International Growth Fund 1,373
Twentieth Century Select Fund 11,795
Twentieth Century Vista Fund 2,599
American Century Value Fund 18,687
Participant Loans 6,983
--------
$526,166
========
</TABLE>
Benefit obligations for persons who have withdrawn from participation in the
Plan as of December 31, 1995 were $321,092. These amounts are reflected as
distributions and liabilities in the Plan's December 31, 1996 and 1995 Forms
5500, but have not been reflected as distributions and liabilities within these
financial statements.
7
<PAGE>
SCHEDULE I
----------
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
---------------
LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1996
--------------------
<TABLE>
<CAPTION>
Identity of issue Description of investment Cost Fair value
----------------- ------------------------- ---- ----------
<S> <C> <C> <C>
*SEI Trust Benham Preservation Fund Registered investment company $ 9,507,989 $ 9,507,989
*American Century Balanced Fund Registered investment company 1,849,616 1,950,051
*Twentieth Century Growth Fund Registered investment company 4,476,044 4,521,978
*Twentieth Century International Growth Fund Registered investment company 1,969,610 2,067,766
*Twentieth Century Select Fund Registered investment company 3,042,472 3,063,989
*Twentieth Century Vista Fund Registered investment company 2,805,635 3,066,850
*Twentieth Century Ultra Fund Registered investment company 1,170,589 1,246,831
*Twentieth Century Heritage Fund Registered investment company 381,293 406,002
*American Century Value Fund Registered investment company 953,133 1,005,415
*Participant Loans Loans other than mortgages,7-10% 0 1,361,483
----------- -----------
TOTALS $27,517,864 $28,198,354
=========== ===========
</TABLE>
*Represents party-in-interest
8
<PAGE>
SCHEDULE II
-----------
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
---------------
LINE 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
<TABLE>
<CAPTION>
Expense
Identity of party Purchase Selling Lease incurred with
involved Description of asset price price rental transaction
-------- -------------------- ----- ----- ------ -----------
<S> <C> <C> <C> <C> <C>
*American Century Services
Corporation SEI Trust Company Benham Preservation
Fund $10,199,666 $ - $ - $ -
- 736,509 - -
Twentieth Century Growth Fund 1,199,658 - - -
- 2,135,035 - -
Twentieth Century International Fund 1,860,824 - - -
- 2,071,943 - -
Twentieth Century Select Fund 595,702 - - -
- 1,081,291 - -
Twentieth Century Vista Fund 1,940,918 - - -
- 1,991,541 - -
Twentieth Century Ultra Fund 1,029,024 - - -
- 874,116 - -
* Bankers Trust Company Bankers Trust Capital Preservation
Fund - 9,727,896 - -
Current value Net
Identity of party Cost of of asset on realized
involved Description of asset asset transaction date gain or (loss)
-------- -------------------- ----- ---------------- --------------
<S> <C> <C> <C> <C>
*American Century Services
Corporation SEI Trust Company Benham Preservation
Fund $10,199,666 $10,199,666 $ -
736,509 736,509 -
Twentieth Century Growth Fund 1,199,658 1,199,658 -
2,200,108 2,135,035 (65,073)
Twentieth Century International Fund 1,860,824 1,860,824 -
1,951,172 2,071,943 120,771
Twentieth Century Select Fund 595,702 595,702 -
1,080,546 1,081,291 745
Twentieth Century Vista Fund 1,940,918 1,940,918 -
1,790,012 1,991,541 201,529
Twentieth Century Ultra Fund 1,029,024 1,029,024 -
825,284 874,116 48,832
* Bankers Trust Company Bankers Trust Capital Preservation
Fund 9,727,896 9,727,896 -
</TABLE>
*Represents party-in-interest
9
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
PBH Employees' Savings & Investment Plan
----------------------------------------
(Name of plan)
Date June 9, 1997 /s/ Michael R. Southard
------------------------- --------------------------------------------
Michael R. Southard,
Vice President, Human Resources
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
23.1 Consent of Price Waterhouse LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated June 10, 1997 appearing on page 1 of
the Annual Report of Wesley Jessen Savings and Retirement Plan on Form 11-K for
the year ended December 31, 1996, our report dated June 10, 1997 appearing on
page 1 of the Annual Report of PBH Employees' Savings and Investment Plan on
Form 11-K for the year ended December 31, 1996, and our report dated May 13,
1997 appearing on page 1 of the Annual Report of Wesley Jessen Puerto Rico
Savings Plan on Form 11-K for the year ended December 31, 1996.
Price Waterhouse LLP
Chicago, Illinois
June 10, 1997
