<PAGE>
As filed with the Securities and Exchange Commission on November 10, 1997
Registration No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K/A
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(X) AMENDED ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the plan 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:
Full title of the plan and the address of the plan, if different from that of
the issuer named below:
Wesley Jessen Savings and Retirement Plan
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, Illinois 60018-5903
- --------------------------------------------------------------------------------
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN (401K
AND PROFIT-SHARING COMPONENT)
- ----------------------------
FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
- -----------------------
DECEMBER 31, 1996 AND 1995
- --------------------------
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN (401K
AND PROFIT-SHARING COMPONENT)
----------------------------
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
--------------------------------------------------------
Page
----
Report of independent accountants 1
Financial statements:
Statements of net assets available for plan benefits, with 2-3
fund information at December 31, 1996 and 1995
Statements of changes in net assets available for plan benefits, 4-5
with fund information for the year ended December 31, 1996
and for the period from July 1, 1995 to December 31, 1995
Notes to financial statements 6-9
Additional information:
Schedule I - Line 27(a) - Schedules of assets held for
investment purposes at December 31, 1996 and 1995 10-11
Schedule II - Line 27(d) - Schedules of reportable
transactions for the year ended December 31, 1996
and for the period from July 1, 1995 to December 31, 1995 12-13
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, except for Note 5
which is as of October 8, 1997
To the Participants and the
Administrative Committee of
the Wesley Jessen Savings and
Retirement Plan (401K and
Profit-Sharing Component)
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits, after the restatement described in Note 5, present fairly, in all
material respects, the net assets available for plan benefits of the Wesley
Jessen Savings and Retirement Plan (401K and Profit-Sharing Component) at
December 31, 1996 and 1995, and the changes in net assets available for plan
benefits for the year ended December 31, 1996 and for the period from July 1,
1995 to December 31, 1995, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by the Plan's management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. The fund information in the statements of net
assets available for plan benefits and the statements of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. Schedules I and II and the
fund information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN (401K
AND PROFIT-SHARING COMPONENT)
----------------------------
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
AT DECEMBER 31, 1996
--------------------
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------------------------------------
Vanguard
F.I.S.S-T Vanguard Vanguard Wesley
Vanguard Vanguard Vanguard Corporate Vanguard Treasury Int'l Jessen
Wellington Windsor Explorer Bond Index 500 Money Mkt Growth Stock Participant
Fund Fund Fund Portfolio Portfolio Portfolio Portfolio Fund Loans
---------- ---------- ---------- --------- ---------- ---------- ---------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Registered investment
company funds $3,325,810 $5,901,852 $1,888,063 $ 272,798 $2,620,813 $4,748,025 $ 658,437 $ - $ -
Receivables:
Participant contributions 12,688 16,090 7,681 2,057 10,237 6,314 4,292 - -
Employer contributions 99,714 140,451 51,570 12,735 95,481 175,882 42,696 701,892 -
Loan repayments 8,920 12,087 5,940 1,146 6,308 17,286 2,592 - -
---------- ---------- ---------- --------- ---------- ---------- ---------- -------- ----------
Total receivables 121,322 168,628 65,191 15,938 112,026 199,482 49,580 701,892 -
Loans to participants - - - - - - - - 2,252,507
---------- ---------- ---------- --------- ---------- ---------- ---------- -------- ----------
Net assets available for
plan benefits $3,447,132 $6,070,480 $1,953,254 $ 288,736 $2,732,839 $4,947,507 $ 708,017 $701,892 $2,252,507
========== ========== ========== ========= ========== ========== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Total
-----------
<S> <C>
Registered investment
company funds $19,415,798
Receivables:
Participant contributions 59,359
Employer contributions 1,320,421
Loan repayments 54,279
-----------
Total receivables 1,434,059
Loans to participants 2,252,507
-----------
Net assets available for
plan benefits $23,102,364
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN (401K
AND PROFIT-SHARING COMPONENT)
----------------------------
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
AT DECEMBER 31, 1995
--------------------
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------------
Vanguard
F.I.S.
S-T
Vanguard Vanguard Vanguard Corporate Vanguard
Wellington Windsor Explorer Bond Index 500
Fund Fund Fund Portfolio Portfolio
---------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
Registered investment company funds $2,580,330 $4,604,835 $1,353,613 $294,755 $1,647,547
Receivables:
Participant contributions 1,744 2,142 961 185 1,286
Loan repayments 1,543 2,322 1,037 203 989
---------- ---------- ----------- --------- ----------
Total receivables 3,287 4,464 1,998 388 2,275
Loans to participants - - - - -
---------- ---------- ---------- -------- ----------
Net assets available for plan benefits $2,583,617 $4,609,299 $1,355,611 $295,143 $1,649,822
========== ========== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------
Treasury Vanguard
Money Mkt Int'l Growth Participant
Portfolio Portfolio Loan Total
---------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Registered investment company funds $5,217,726 $390,243 - $16,089,049
Receivables:
Participant contributions 1,188 459 - 7,965
Loan repayments 5,411 405 - 11,910
---------- -------- -------- -----------
Total receivables 6,599 864 - 19,875
Loans to participants - - 2,218,453 2,218,453
---------- --------- ---------- -----------
Net assets available for plan benefits $5,224,325 $391,107 $2,218,453 $18,327,377
========== ========= ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN (401K
AND PROFIT-SHARING COMPONENT)
----------------------------
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------------------------------------
Vanguard
F.I.S.S-T Vanguard Vanguard Wesley
Vanguard Vanguard Vanguard Corporate Vanguard Treasury Int'l Jessen
Wellington Windsor Explorer Bond Index 500 Money Mkt Growth Stock Participant
Fund Fund Fund Portfolio Portfolio Portfolio Portfolio Fund Loans
---------- ---------- ---------- --------- ---------- ---------- ---------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income--
Interest and dividends $ 253,833 $ 563,814 $ 102,326 $ 19,474 $ 54,949 $ 244,780 $ 28,326 $ - $ 189,618
Realized gain (loss) on
sale of investments 13,602 55,426 14,302 (2,158) 27,291 - 5,424 - -
Unrealized appreciation
(depreciation) of
investments 173,909 577,260 91,019 (2,220) 362,496 - 38,844 - -
Contributions
From participants 270,624 361,164 173,089 32,437 250,018 146,346 104,244 - -
From employer 198,680 267,052 110,754 23,767 181,623 226,749 77,835 701,892 -
---------- ---------- ---------- --------- ---------- ---------- ---------- -------- ----------
Total contributions 469,304 628,216 283,843 56,204 431,641 373,095 182,079 701,892 -
Distributions and
withdrawals (551,485) (1,051,770) (250,014) (25,115) (344,275) (1,004,311) (94,368) - 856,187
Loan repayments 139,419 224,284 103,792 19,561 103,127 370,174 51,394 (1,011,751)
Rollovers and other
transfers to the plan 229,923 287,425 131,304 41,690 188,408 359,602 63,197 - -
Interfund transfers 135,010 176,526 121,071 (113,843) 259,380 (620,158) 42,014 - -
---------- ---------- ---------- --------- ---------- ---------- ---------- -------- ----------
Increase (decrease) in
assets during year 863,515 1,461,181 597,643 (6,407) 1,083,017 (276,818) 316,910 701,892 34,054
Net assets available for
plan benefits:
At beginning of period 2,583,617 4,609,299 1,355,611 295,143 1,649,822 5,224,325 391,107 - 2,218,453
---------- ---------- ---------- --------- ---------- ---------- ---------- -------- ----------
At end of period $3,447,132 $6,070,480 $1,953,254 $ 288,736 $2,732,839 $4,947,507 $ 708,017 $701,892 $2,252,507
========== ========== ========== ========= ========== ========== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Total
-----------
<S> <C>
Investment income--
Interest and dividends $ 1,457,120
Realized gain (loss) on
sale of investments 113,887
Unrealized appreciation
(depreciation) of
investments 1,241,308
Contributions
From participants 1,337,922
From employer 1,788,352
-----------
Total contributions 3,126,274
Distributions and
withdrawals (2,465,151)
Loan repayments -
Rollovers and other
transfers to the plan 1,301,549
Interfund transfers -
-----------
Increase (decrease) in
assets during year 4,774,987
<PAGE>
Net assets available for
plan benefits:
At beginning of period 18,327,377
-----------
At end of period $23,102,364
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN (401K
AND PROFIT-SHARING COMPONENT)
----------------------------
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE PERIOD FROM JULY 1, 1995 TO DECEMBER 31, 1995
----------------------------
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------------------------------
Vanguard
F.I.S. S-T Vanguard Vanguard
Vanguard Vanguard Vanguard Corporate Vanguard Treasury Int'l
Wellington Windsor Explorer Bond Index 500 Money Mkt Growth Participant
Fund Fund Fund Portfolio Portfolio Portfolio Portfolio Loans Total
---------- ---------- ---------- ---------- ---------- ---------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income -
Interest and
dividends $ 87,257 $ 462,494 $ 105,172 $ 5,444 $ 25,213 $ 126,728 $ 10,180 $ 77,499 $ 899,987
Realized gain (loss) on
sale of investments 9,556 11,723 4,737 167 7,492 - (943) - 32,732
Unrealized appreciation
(depreciation) of
investments 147,653 (309,504) (21,189) 3,229 121,659 - (936) - (59,088)
Contributions -
From participants 40,040 73,135 23,261 4,022 29,807 113,921 10,800 - 294,986
---------- ---------- ---------- -------- ---------- ---------- -------- ---------- -----------
Total contributions 40,040 73,135 23,261 4,022 29,807 113,921 10,800 - 294,986
Distributions and
withdrawals (222,582) (407,971) (104,710) (11,773) (156,780) (551,477) (42,735) 754,520 (743,508)
Loan repayments 43,725 73,803 23,451 5,299 16,072 237,188 10,555 (410,093) -
Rollovers and other
transfers to the plan 2,336,650 4,449,242 1,196,389 195,483 1,389,387 6,122,279 416,311 1,796,527 17,902,268
Interfund transfers 141,318 256,377 128,500 93,272 216,972 (824,314) (12,125) - -
---------- ---------- ---------- -------- ---------- ---------- -------- ---------- -----------
Increase in assets
during period 2,583,617 4,609,299 1,355,611 295,143 1,649,822 5,224,325 391,107 2,218,453 18,327,377
Net assets available
for plan benefits:
At beginning of period - - - - - - - - -
---------- ---------- ---------- -------- ---------- ---------- -------- ---------- -----------
At end of period $2,583,617 $4,609,299 $1,355,611 $295,143 $1,649,822 $5,224,325 $391,107 $2,218,453 $18,327,377
========== ========== ========== ======== ========== ========== ======== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN (401K
AND PROFIT-SHARING COMPONENT)
----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1996 AND 1995
--------------------------
NOTE 1 - PLAN DESCRIPTION:
- --------------------------
The Wesley Jessen Savings and Retirement Plan (401K and Profit-Sharing
Component) (the "Plan") was established as of July 1, 1995 by Wesley Jessen
Corporation (the "Company"), a wholly owned subsidiary of Wesley Jessen
VisionCare, Inc. Formerly, participants of the Plan were participants in a
similar plan sponsored by a predecessor employer. Subsequent to the purchase of
the predecessor's business by the Company on June 29, 1995, continuing employees
of the Company became eligible to participate in the Plan, and their account
balances in the previous plan were transferred into the Plan.
The Plan is a component of the Wesley Jessen Savings and Retirement Plan, the
other component of which is a money purchase component. The two components
together make up the entire Wesley Jessen Savings and Retirement Plan. However,
the two components have separate filing requirements under the provisions of the
Internal Revenue Code ("IRC") and, therefore, maintain separate financial
statements.
The following description of the Plan is provided for general informational
purposes. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General
- -------
The Plan is a defined contribution savings and profit-sharing plan covering all
eligible employees of Wesley Jessen Corporation. The Plan is administered by the
Administrative Committee (the "Administrator") and is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").
The Administrative Committee, on behalf of the Plan, has appointed Vanguard
Fiduciary Trust Company (the "Trustee") as the Plan's trustee and recordkeeper.
Eligibility
- -----------
Effective January 1, 1996, the Plan provides benefits covering substantially all
employees of the Company provided that they have completed at least 90 days of
service. Prior to January 1, 1996, the Plan provided benefits only to employees
that had completed at least one year of service.
Investments
- -----------
The Plan provides participants with eight investment options as follows:
Vanguard Wellington Fund Invests in common stocks and fixed income
securities.
Vanguard Windsor Fund Invests primarily in common stocks.
6
<PAGE>
Vanguard Explorer Fund Invests in equity securities of relatively
small companies.
Vanguard Fixed Income Securities Invests in a diversified portfolio of
Short Term Corporate Bond corporate bonds, short-term U.S. Treasury
Portfolio and U.S. Agency Securities, and high rated
bank instruments.
Vanguard Index 500 Portfolio Strives to provide results which correspond to
the performance of the S&P 500 index.
Vanguard Treasury Money Market Invests exclusively in direct U.S. Government
Portfolio obligations, primarily U.S. Treasury bills.
Vanguard International Growth Invests in common stock of companies based
Portfolio outside the United States that have above-
average growth potential.
Wesley Jessen Stock Fund Invests in common stock of Wesley Jessen
VisionCare, Inc.
Contributions and vesting
- -------------------------
Effective January 1, 1996, the Plan provides that qualified employees may make
pre-tax elective contributions to the Plan between 1% and 15% of annual
compensation, which will be matched by the Company at a rate of 50% of each
participant's elective contribution up to 6% of annual compensation. Prior to
January 1, 1996, qualified employees were only permitted to contribute up to 4%
of annual compensation to the Plan. Additionally, the Plan also provides that
the Company's Board of Directors may elect to make an additional discretionary
contribution to participants' accounts as determined by the Company.
Contributions are subject to certain limitations as defined by the IRC.
Participant contributions vest upon deposit. Company contributions are fully
vested after four years of service. Forfeitures of unvested amounts are used to
offset future Company contributions.
Distributions and withdrawals
- -----------------------------
In the event of retirement, death, disability, or termination of employment for
any other reason, a participant's vested interest in the Plan is distributed in
a lump-sum payment or, at the election of the participant, in periodic
installments. Under certain limited circumstances, participants may withdraw
part or all of their pre-tax contributions while still employed by the Company.
Loans
- -----
Any participant may apply for a loan from the portion of their account
attributable to their elective contributions. Loans must be a minimum of $1,000,
with a maximum of the lesser of 50% of the participant's vested balance or
$50,000 reduced by the highest outstanding balance of loans from the plan during
the prior one-year period. Loan terms generally do not exceed five years, but
loans for the purchase of a principal residence may have terms up to twenty
years. Each loan bears an interest rate which is commensurate with the
prevailing market rates.
7
<PAGE>
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.
Contributions
- -------------
Contributions, including matching and discretionary contributions, are recorded
when the related compensation is earned. A discretionary profit-sharing
contribution of $1,274,327 was declared by the Company for the year ended
December 31, 1996 and is included in employer contributions receivable at
December 31, 1996. Included in rollovers and other transfers for the year ended
December 31, 1996 is a transfer of $1,277,825 from the predecessor employer,
representing an additional discretionary contribution.
Valuation of investments
- ------------------------
All investments, except participant loans, are presented at fair value based
upon the market values of the underlying securities. Loans receivable from
participants are recorded at historical value, which is considered to
approximate fair value. Investment earnings are recognized when earned.
Unrealized appreciation or depreciation resulting from changes in market value
is recognized in the period in which it occurs.
Administrative expenses
- -----------------------
In accordance with the Plan agreement, investment related expenses are paid from
Plan assets and are included in the accompanying financial statements as an
adjustment to the basis of securities purchased and sold. All other
administrative expenses which are not paid by the Plan are paid by the Company.
Use of estimates
- ----------------
The preparation of financial statements in accordance with generally accepted
accounting principles requires the use of estimates by management regarding the
reported amounts of assets and liabilities as well as the revenue and expenses
recognized during the reporting period. Actual results could differ from these
estimates.
8
<PAGE>
NOTE 3 - TAX STATUS:
- --------------------
The Internal Revenue Service has issued a favorable determination letter dated
April 24, 1997 with respect to the qualified tax status of the Plan. The Plan
administrator and the Company believe that the Plan is designed and is currently
operating in compliance with the applicable IRC 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 and 1995 were as follows:
<TABLE>
<CAPTION>
December 31, December 31,
1996 1995
------------ ------------
<S> <C> <C>
Vanguard Wellington Fund $ 41,147 $ -
Vanguard Windsor Fund 57,620 -
Vanguard Explorer Fund 3,163 -
Vanguard F.I.S. S-T Corporate
Bond Portfolio 99 -
Vanguard Index 500 Portfolio 20,724 -
Vanguard Treasury Money Market
Portfolio 7,968 -
Vanguard International Growth
Portfolio 1,039 -
-------- ----------
$131,760 $ -
======== ==========
</TABLE>
These amounts are reflected as distributions and liabilities in the Plan's
December 31, 1996 and 1995 Forms 5500, but have not been reflected as
distributions and liabilities within these financial statements.
NOTE 5 - RESTATEMENT OF PREVIOUSLY REPORTED AMOUNTS:
- ----------------------------------------------------
On June 10, 1997, the Plan issued financial statements as of and for the year
ended December 31, 1996, which included the amounts set forth in the following
table. The originally reported amounts have been restated as set forth below.
<TABLE>
<CAPTION>
Originally
Reported Restated
-------- --------
<S> <C> <C>
Employer contributions $ 2,332,492 $ 1,788,352
Employer contributions receivable 1,864,561 1,320,421
Employer discretionary profit-sharing
contribution 1,818,467 1,274,327
</TABLE>
The differences between the amounts originally reported and the restated amounts
are due to the inclusion of employer contributions for a separate defined
contribution employee benefit plan of the Company in the originally reported
financial statements. The statement of net assets available for plan benefits,
statement of changes in net assets available for plan benefits, and the related
footnotes presented herein have been restated to reflect the proper employer
contributions and employer contributions receivable at December 31, 1996 and for
the year then ended.
9
<PAGE>
SCHEDULE I
----------
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN (401K
AND PROFIT-SHARING COMPONENT)
----------------------------
LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1996
--------------------
<TABLE>
<CAPTION>
Identity of issue Description of investment Cost Market value
- ----------------------------------------- -------------------------------- ------------ ------------
<S> <C> <C> <C>
*Vanguard Wellington Fund Registered investment company $ 3,033,475 $ 3,325,810
*Vanguard Windsor Fund Registered investment company 5,571,335 5,901,852
*Vanguard Explorer Fund Registered investment company 1,815,443 1,888,063
*Vanguard F.I.S. Short Term
Corporate Bond Portfolio Registered investment company 272,724 272,798
*Vanguard Index 500 Portfolio Registered investment company 2,160,553 2,620,813
*Vanguard Treasury Money Market Portfolio Registered investment company 4,748,026 4,748,025
*Vanguard International Growth Portfolio Registered investment company 620,355 658,437
*Participant Loans Loans other than mortgages, 7-10% - 2,252,507
----------- -----------
TOTALS $18,221,911 $21,668,305
=========== ===========
</TABLE>
*Represents party-in-interest
10
<PAGE>
SCHEDULE I
----------
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN (401K
AND PROFIT-SHARING COMPONENT)
----------------------------
LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
--------------------
<TABLE>
<CAPTION>
Identity of issue Description of investment Cost Market value
- ----------------------------------------- -------------------------------- ------------ ------------
<S> <C> <C> <C>
*Vanguard Wellington Fund Registered investment company $ 2,432,677 $ 2,580,330
*Vanguard Windsor Fund Registered investment company 4,914,339 4,604,835
*Vanguard Explorer Fund Registered investment company 1,374,803 1,353,613
*Vanguard F.I.S. Short Term
Corporate Bond Portfolio Registered investment company 291,526 294,755
*Vanguard Index 500 Portfolio Registered investment company 1,525,888 1,647,547
*Vanguard Treasury Money Market Portfolio Registered investment company 5,217,726 5,217,726
*Vanguard International Growth Portfolio Registered investment company 391,180 390,243
*Participant Loans Loans other than mortgages, 7-10% - 2,218,453
----------- -----------
TOTALS $16,148,139 $18,307,502
=========== ===========
</TABLE>
*Represents party-in-interest
11
<PAGE>
SCHEDULE II
-----------
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN (401K
AND PROFIT-SHARING COMPONENT)
----------------------------
LINE 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
<TABLE>
<CAPTION>
Expense
Identity of party Number of Purchase Selling Lease incurred with
involved Description of asset Transactions price price rental transaction
-------- -------------------- ------------ ----- ----- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
*Vanguard Fiduciary Trust
Company
Vanguard Wellington Fund 100 $1,152,846 $ - $ - $ -
114 - 594,878 - -
Vanguard Windsor Fund 109 1,862,544 - - -
128 - 1,198,214 - -
Vanguard Explorer Fund 100 766,406 - - -
107 - 337,276 - -
Vanguard Index 500 Portfolio 102 975,057 - - -
100 - 391,578 - -
Vanguard Treasury Money Market
Portfolio 142 1,581,825 - - -
145 - 2,051,489 - -
</TABLE>
<TABLE>
<CAPTION>
Current value Net
Identity of party Number of Cost of of asset on realized
involved Description of asset Transactions asset transaction date gain or (loss)
-------- -------------------- ------------ ----- ---------------- --------------
<S> <C> <C> <C> <C> <C>
*Vanguard Fiduciary Trust
Company
Vanguard Wellington Fund 100 $ 1,152,846 $ 1,152,846 $ -
114 553,203 594,878 41,675
Vanguard Windsor Fund 109 1,862,544 1,862,544 -
128 1,206,476 1,198,214 (8,262)
Vanguard Explorer Fund 100 766,406 766,406 -
107 326,204 337,276 11,072
Vanguard Index 500 Portfolio 102 975,057 975,057 -
100 346,747 391,578 44,831
Vanguard Treasury Money Market
Portfolio 142 1,581,825 1,581,825 -
145 2,051,489 2,051,489 -
</TABLE>
*Represents party-in-interest
12
<PAGE>
SCHEDULE II
-----------
WESLEY JESSEN SAVINGS AND
RETIREMENT PLAN (401K
AND PROFIT-SHARING COMPONENT)
-----------------------------
LINE 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD FROM JULY 1, 1995 TO DECEMBER 31, 1995
-----------------------------------------------------
<TABLE>
<CAPTION> Current
Expense value of Net
Identity incurred asset on realized
of party Description Number of Purchase Selling Lease with Cost of transaction gain or
involved of asset Transactions price price rental transaction asset date (loss)
- ---------- ---------------- ------------ ---------- ---------- ------- ----------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
*Vanguard
Fiduciary
Trust
Company Vanguard
Wellington Fund 53 $2,691,720 $ - $ - $ - $2,691,720 $2,691,720 $ -
47 - 268,599 - - 259,043 268,599 9,556
Vanguard Windsor
Fund 61 5,389,539 - - - 5,389,539 5,389,539 -
53 - 486,923 - - 475,200 486,923 11,723
Vanguard
Explorer Fund 53 1,519,247 - - - 1,519,247 1,519,247 -
43 - 149,181 - - 144,444 149,181 4,737
Vanguard
Index 500
Portfolio 54 1,693,469 - - - 1,693,469 1,693,469 -
34 - 175,073 - - 167,581 175,073 7,492
Vanguard
Treasury
Money Market
Portfolio 70 6,682,412 - - - 6,682,412 6,682,412 -
69 - 1,464,856 - - 1,464,856 1,464,856 -
</TABLE>
*Represents party-in-interest
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Wesley
Jessen Corporation as Plan Administrator with respect to the Wesley Jessen
Savings and Retirement Plan, has duly caused this Amended Annual Report to be
signed on its behalf by the undersigned hereunto duly authorized.
WESLEY JESSEN CORPORATION
Date: November 7, 1997. By: /s/ Michael R. Southard
-------------------------------------
Michael R. Southard, Vice President,
Human Resources
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-29061) of our report dated June 10, 1997, except
for Note 5 which is as of October 8, 1997 appearing on page 1 of the Annual
Report of Wesley Jessen Savings and Retirement Plan on Form 11-KA for the year
ended December 31, 1996.
Price Waterhouse LLP
Chicago, Illinois
October 31, 1997
