<PAGE>
As filed with the Securities and Exchange Commission on _____________ ___, 1998
Registration No. 333- ________________________
----------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR
PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the plan year ended December 31, 1997
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:
PBH Employees' Savings and Investment Plan (In Liquidation)
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>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Wesley
Jessen Corporation as Plan Administrator with respect to the PBH Employees'
Savings and Investment Plan (in liquidation), has duly caused this Annual Report
to be signed on its behalf by the undersigned hereunto duly authorized.
WESLEY JESSEN CORPORATION
Date: June 30, 1998. By:/s/ Michael R. Southard
------------------------------------
Michael R. Southard, Vice President,
Human Resources
<PAGE>
PBH EMPLOYEES' SAVINGS AND INVESTMENT PLAN
(IN LIQUIDATION)
--------------
FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
-----------------------------------------------
DECEMBER 31, 1997 AND 1996
--------------------------
<PAGE>
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
(IN LIQUIDATION)
--------------
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
--------------------------------------------------------
Page
----
Report of independent accountants 1-2
Financial statements:
Statements of net assets available for plan benefits, with 3
fund information at December 31, 1997 and 1996
Statements of changes in net assets available for plan benefits, 4-5
with fund information for the years ended December 31, 1997
and 1996
Notes to financial statements 6-10
Additional information:
Line 27(d) - Schedule of reportable transactions Schedule I
for the year ended December 31, 1997
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
---------------------------------
May 21, 1998
To the Participants and the Administrative Committee
of the PBH Employees' Savings and Investment Plan (in liquidation)
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the PBH Employees' Savings and Investment Plan (in liquidation)
at December 31, 1997 and 1996, and the changes in net assets available for plan
benefits for the years 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 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 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
Schedule I 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. Schedule I 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>
May 21, 1998
To the Participants and the Administrative Committee
of the PBH Employees' Savings and Investment Plan (in liquidation)
Page 2
As further discussed in Note 1 of the financial statements, the Board of
Directors of PBH, Inc., an indirect subsidiary of Wesley Jessen VisionCare,
Inc., the Plan's Sponsor, voted to merge the Plan into the Wesley Jessen Savings
and Retirement Plan (401K and Profit Sharing Component) on December 31, 1997. In
accordance with generally accepted accounting principles, the Plan has changed
its basis of accounting used to determine the amounts at which plan assets are
stated, from the ongoing basis used in presenting the December 31, 1996
financial statements to the liquidation basis used in presenting December 31,
1997 financial statements.
/s/ Price Waterhouse LLP
Chicago, Illinois
<PAGE>
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
(IN LIQUIDATION)
--------------
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
AT DECEMBER 31, 1997 AND 1996
-----------------------------
<TABLE>
<CAPTION>
December 31, 1996
-------------------------------------------
Fund Information
-------------------------------------------
SEI Trust American Twentieth
December 31, Benham Century Century
1997 Preservation Balanced Growth
Total Fund Fund Fund
------------ ------------ ---------- -----------
<S> <C> <C> <C> <C>
Registered investment
company funds $ - $ 9,507,989 $1,950,051 $ 4,521,978
Receivables:
Participant contributions - 19,934 6,508 9,175
Employer contributions - 9,451 3,406 4,383
Loan payments - 10,690 3,098 2,709
Interest and dividends - 43,376 - -
------------ ------------ ---------- -----------
Total receivables 83,451 13,012 16,267
Loans to participants - - - -
------------ ------------ ---------- -----------
Net assets available for
plan benefits $ - $ 9,591,440 $1,963,063 $ 4,538,245
============ ============ ========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------
Twentieth
Century Twentieth Twentieth
International Century Century
Growth Select Vista
Fund Fund Fund
------------- ------------ -----------
<S> <C> <C> <C>
Registered investment
company funds $ 2,067,766 $ 3,063,989 $ 3,066,850
Receivables:
Participant contributions 5,320 8,051 8,236
Employer contributions 2,572 3,904 3,923
Loan payments 1,458 4,145 5,019
Interest and dividends - - -
------------- ------------ -----------
Total receivables 9,350 16,100 17,178
Loans to participants - - -
------------- ------------ -----------
Net assets available for
plan benefits $ 2,077,116 $ 3,080,089 $ 3,084,028
============= ============ ===========
</TABLE>
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------
Twentieth Twentieth American
Century Century Century
Ultra Heritage Value Participant
Fund Fund Fund Loans Total
---------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Registered investment
company funds $1,246,831 $ 406,002 $1,005,415 - $ 26,836,871
Receivables:
Participant contributions 6,678 1,981 2,940 - 68,823
Employer contributions 2,862 832 1,274 - 32,607
Loan payments 3,586 342 1,162 - 32,209
Interest and dividends - - - - 43,376
---------- ----------- ---------- ----------- ------------
Total receivables 13,126 3,155 5,376 - 177,015
Loans to participants - - - 1,361,483 1,361,483
---------- ----------- ---------- ----------- ------------
Net assets available for
plan benefits $1,259,957 $ 409,157 $1,010,791 $ 1,361,483 $ 28,375,369
========== =========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
(IN LIQUIDATION)
--------------
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
<TABLE><CAPTION>
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>
Investment income -
Interest and dividends $ 389,219 $ 211,132 $ 744,655 $ 234,129 $ 545,518 $ 113,937
Net appreciation (depreciation)
in fair value of investments - 115,611 545,779 163,917 429,584 (320,690)
Contributions:
Participant 408,725 131,999 223,368 129,270 187,457 158,080
Employer 203,402 66,935 105,971 59,024 88,894 75,656
----------- ------------ ----------- ----------- ----------- -----------
Total contributions 612,127 198,934 329,339 188,294 276,351 233,736
Rollovers and other transfers
to the plan 23,562 23,587 - 206 23,678 290
Loan payments 289,902 48,180 94,124 60,990 85,825 78,028
Distributions and withdrawals (4,211,161) (611,429) (1,279,716) (941,460) (1,132,581) (712,584)
Interfund transfers (81,507) 62,833 (19,879) (117,453) 69,551 (603,324)
Transfer to other plan (6,613,582) (2,011,911) (4,952,547) (1,665,739) (3,378,015) (1,873,421)
----------- ------------ ----------- ----------- ----------- -----------
Decrease in assets during year (9,591,440) (1,963,063) (4,538,245) (2,077,116) (3,080,089) (3,084,028)
Net assets available for plan
benefits:
At beginning of period 9,591,440 1,963,063 4,538,245 2,077,116 3,080,089 3,084,028
----------- ------------ ----------- ----------- ----------- -----------
At end of period $ - $ - $ - $ - $ - $ -
=========== ============ =========== =========== =========== ===========
TWENTIETH TWENTIETH AMERICAN
CENTURY CENTURY CENTURY
ULTRA HERITAGE VALUE WESLEY JESSEN PARTICIPANT
FUND FUND FUND STOCK FUND LOANS TOTAL
---------- --------- ----------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income -
Interest and dividends $ 318,775 $ 96,477 $ 165,641 $ 405 $ 96,029 $ 2,915,917
Net appreciation (depreciation)
in fair value of investments (15,369) (10,222) 48,639 134,948 - 1,092,197
Contributions:
Participant 143,456 45,839 69,724 6,907 - 1,504,825
Employer 62,763 20,798 33,146 3,264 - 719,853
----------- --------- ----------- --------- ----------- ------------
Total contributions 206,219 66,637 102,870 10,171 - 2,224,678
Rollovers and other transfers
to the plan 2,581 7,871 - - - 81,775
Loan payments 44,957 14,322 28,448 7,503 (752,279) -
Distributions and withdrawals (474,190) (80,181) (701,656) (69,598 ) 576,529 (9,638,027)
Interfund transfers 169,413 726 347,042 172,598 - -
Transfer to other plan (1,512,343) (504,787) (1,001,775) (256,027 ) (1,281,762) (25,051,909)
----------- --------- ----------- --------- ----------- ------------
Decrease in assets during year (1,259,957) (409,157) (1,010,791) - (1,361,483) (28,375,369)
Net assets available for plan
benefits:
At beginning of period 1,259,957 409,157 1,010,791 - 1,361,483 28,375,369
----------- --------- ----------- --------- ----------- ------------
At end of period $ - $ - $ - $ - $ - $ -
=========== ========= =========== ========= =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
(IN LIQUIDATION)
--------------
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Twentieth
Bankers Trust SEI Trust American Twentieth Century Twentieth
Capital Benham Century Century International Century
Preservation Preservation Balanced Growth Growth Select
Fund Fund Fund Fund Fund Fund
------------- ------------ -------- ---------- ------------- -----------
Investment income -
Interest and dividends $ 451,655 $ 88,104 $ 195,782 $ 87,075 $ 196,587 $ 289,937
Net appreciation (depreciation)
in fair value of investments - - 31,535 571,073 90,877 232,874
Contributions:
Participant 461,852 57,277 173,007 284,501 178,858 231,685
Employer 208,447 27,628 79,868 119,137 77,187 101,107
----------- ---------- ---------- ----------- ---------- -----------
Total contributions 670,299 84,905 252,875 403,638 256,045 332,792
Rollovers and other transfers
to the plan 1,303 - 2,528 4,268 3,967 2,852
Loan payments 333,009 43,982 57,973 109,366 52,565 104,939
Distributions and withdrawals (2,201,523) (170,392) (480,991) (1,257,567) (437,952) (782,340)
Interfund transfers (9,727,896) 9,544,841 (85,804) (193,661) (63,190) (132,283)
----------- ---------- ---------- ----------- ---------- -----------
Increase (decrease) in assets
during year (10,473,153) 9,591,440 (26,102) (275,808) 98,899 48,771
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
----------- ---------- ---------- ----------- ---------- -----------
At end of period $ - $9,591,440 $1,963,063 $ 4,538,245 $2,077,116 $ 3,080,089
=========== ========== ========== =========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Twentieth Twentieth Twentieth American
Century Century Century Century
Vista Ultra Heritage Value Participant
Fund Fund Fund Fund Loans Total
------------- ------------ ---------- ---------- ------------- -----------
Investment income -
Interest and dividends $ 219,168 $ 67,177 $ 25,160 $ 96,298 $ 109,448 $ 1,826,391
Net appreciation (depreciation)
in fair value of investments (41,385) 68,801 25,560 61,338 - 1,040,673
Contributions:
Participant 233,304 154,414 49,715 79,045 - 1,903,658
Employer 103,968 63,061 21,403 33,619 - 835,425
----------- ---------- ---------- ----------- ---------- -----------
Total contributions 337,272 217,475 71,118 112,664 - 2,739,083
Rollovers and other transfers
to the plan 6,174 19,559 15,727 7,272 - 63,650
Loan payments 77,475 49,580 11,384 24,741 (865,014) -
Distributions and withdrawals (559,127) (269,870) (82,756) (203,166) 572,704 (5,872,980)
Interfund transfers 106,160 154,601 14,540 382,692 - -
----------- ---------- ---------- ----------- ---------- -----------
Increase (decrease) in assets
during year 145,737 307,323 80,733 481,839 (182,862) (203,183)
Net assets available for plan
benefits:
At beginning of period 2,938,291 952,634 328,424 528,952 1,544,345 28,578,552
----------- ---------- ---------- ----------- ---------- -----------
At end of period $ 3,084,028 $1,259,957 $ 409,157 $1,010,791 $1,361,483 $28,375,369
=========== ========== ========== =========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
(IN LIQUIDATION)
--------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997 AND 1996
--------------------------
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 was 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.
Plan merger
In December, 1997, the Board of Directors of the Company voted to merge the Plan
with the Wesley Jessen Savings and Retirement Plan, effective December 31, 1997.
Because of the merger, the financial statements have been presented on the
liquidation basis of accounting as of and for the year ended December 31, 1997.
Prior to the merger on December 31, 1997 the plan provided for the following:
Administration
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.
6
<PAGE>
Investments
The Plan provides participants with ten investment options as follows:
SEI Trust Benham Invests in Guaranteed Investment Contracts
Preservation Fund ("GICs") and GIC-like investments. The fund is
managed by SEI Trust Company.
American Century Balanced Invests in common stocks and bonds and other
Fund fixed income securities.
Twentieth Century Growth Invests in medium-sized companies; however,
Fund the securities are not required to pay
dividends.
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 all
Fund 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.
Wesley Jessen Stock Fund Invests in common stock of Wesley Jessen
VisionCare, Inc.
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 31, 1996, the Company provided matching contributions at a rate of 50% of
each participant's elective contribution up to 6% of annual compensation.
Effective April 1, 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").
7
<PAGE>
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, a
participant's vested interest in the Plan is distributable 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 fifteen
years. Each loan bears interest at a fixed rate which is commensurate with the
prevailing market rates at the date the loan is issued.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Basis of accounting
The financial statements as of and for the year ended December 31, 1996 are
prepared on the accrual basis of accounting. The financial statements as of and
for the year ended December 31, 1997 are reported on the liquidation 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.
8
<PAGE>
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 additions and
deductions recognized during the reporting period. Actual results could differ
from these estimates.
NOTE 3 - TAX STATUS:
The Internal Revenue Service has issued a favorable determination letter dated
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:
At December 31, 1997, there were no outstanding benefit obligations for persons
who have withdrawn from participation in the plan. Benefit obligations for
persons who have withdrawn from participation in the Plan as of December 31,
1996 were as follows:
<TABLE>
<CAPTION>
<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>
These amounts are reflected as distributions and liabilities in the Plan's
December 31, 1996 Form 5500, but have not been reflected as distributions and
liabilities within these financial statements.
NOTE 5 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
At December 31, 1997, there were no reconciling items between net assets
available for plan benefits per the financial statements and net assets
available for plan benefits per the Form 5500. The following is a reconciliation
of net assets available for plan benefits per the financial statements to the
Form 5500 at December 31, 1996:
<TABLE>
<CAPTION>
<S> <C>
Net assets available for plan benefits per
the financial statements $28,375,369
Amounts allocated to terminated participants (526,166)
-----------
Net assets available for plan benefits per Form 5500 $27,849,203
===========
</TABLE>
9
<PAGE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
Benefits paid to participants per the financial statements $9,638,027
Add: Amounts allocated to terminated participants at
December 31, 1997 -
Less: Amounts allocated to terminated participants at
December 31, 1996 (526,166)
----------
Benefits paid to participants per Form 5500 $9,111,861
==========
</TABLE>
Amounts allocated to terminated participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, 1997, but not yet paid as of that date.
10
<PAGE>
SCHEDULE I
----------
PBH EMPLOYEES' SAVINGS AND
INVESTMENT PLAN
(IN LIQUIDATION)
----------------
LINE 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
<TABLE>
<CAPTION>
Expense Current value
Identity of party Purchase Selling Lease incurred with Cost of of asset on
involved Description of asset price price rental transaction asset transaction date
- --------------------- -------------------- -------- ------- ------ ------------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
*American Century SEI Trust Benham
Services Corporation Preservation Fund $3,330,917 $ - $ - $ - $3,330,917 $ 3,330,917
- 6,246,099 - - 6,246,099 6,246,099
Twentieth Century
Growth Fund 1,511,758 - - - 1,511,758 1,511,758
- 1,642,523 - - 1,387,765 1,642,523
Twentieth Century
International Growth
Fund 1,379,051 - - - 1,379,051 1,379,051
- 1,950,227 - - 1,771,362 1,950,227
Twentieth Century
Select Fund 1,440,132 - - - 1,440,132 1,440,132
- 1,566,299 - - 1,340,677 1,566,299
Twentieth Century
Vista Fund 1,159,672 - - - 1,159,672 1,159,672
- 2,038,295 - - 2,025,399 2,038,295
</TABLE>
<TABLE>
<CAPTION>
Net
Identity of party realized
involved Description of asset gain
- --------------------- -------------------- --------
<S> <C> <C>
*American Century SEI Trust Benham
Services Corporation Preservation Fund $ -
-
Twentieth Century
Growth Fund -
254,758
Twentieth Century
International Growth
Fund -
178,865
Twentieth Century
Select Fund -
225,622
Twentieth Century
Vista Fund -
12,896
</TABLE>
*Represents party-in-interest
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated May 21, 1998 appearing on page 1 of
PBH Employees' Savings and Investment Plan (In Liquidation)'s Annual Report on
Form 11-K for the year ended December 31, 1997.
Price Waterhouse LLP
Chicago, Illinois
June 29, 1998
