WESLEY JESSEN VISIONCARE INC
10-Q/A, 1998-11-09
OPHTHALMIC GOODS
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<PAGE>
 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
                               _________________


                         AMENDMENT #1 TO FORM 10 - Q/A
   (Mark One)

            (X)    QUARTERLY REPORT PURSUANT TO SECTION  13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 27, 1998

           (  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 0-22003
                                            

                              ____________________

                         WESLEY JESSEN VISIONCARE, INC.
             (Exact name of registrant as specified in its charter)
                                        
       Delaware                                                   36-4023739
(State of Incorporation)      333 East Howard Avenue           (I.R.S Employer
                       Des Plaines, Illinois 60018-5903      Identification No.)
                                 847-294-3000
 (Address and telephone number, including area code, of registrant's principal
                               executive office)



Indicate by check mark whether the registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and  (2) has been subject to such
filing requirements for the past 90 days.

      Yes   X      No 
          -----       -----    

The number of shares of  Common Stock ($0.01 par value) of the Registrant
outstanding as of  August 3, 1998 was 17,098,676.

================================================================================
<PAGE>
 
PART II   OTHER INFORMATION

     Item 4 as previously not disclosed in the Company's Form 10-Q for the
period ended June 27, 1998 is hereby amended by adding it as follows:

Item 4.  Submission of Matters to a Vote of Security Holders

     The 1998 Annual Meeting of Stockholders was held on May 20, 1998.  The
following matters were submitted to a vote of shareholders:
 
     a.   Election of Directors
                                                        
          Each of the two individuals nominated to serve as directors of the
          Company were elected to office.

<TABLE> 
<CAPTION> 
 
                                                     Votes           Conclusion
          Director                 Votes For        Withheld           of Term
          --------                 ----------       --------         ----------
          <S>                      <C>              <C>              <C>    
          John W. Maki             14,906,652        19,678             2001
          Michael A. D'Amato       14,906,672        19,658             2001
</TABLE> 
 
          The other Directors whose terms of office continue after the meeting
          are set forth below:

<TABLE> 
<CAPTION> 
    
          Director                 Conclusion of Term
          --------                 ------------------
          <S>                      <C>   
          Adam Kirsch                     1999
          Edward J. Kelley                1999
          Sol Levine                      1999
          John J. O'Malley                2000
          Stephen G. Pagliuca             2000
          Kevin J. Ryan                   2000
</TABLE>

     b.   Appointment of Independent Auditors
     
          The shareholders were asked to ratify and approve the appointment of
     PricewaterhouseCoopers LLP as independent certified accountants for the
     Company for the fiscal year ended December 31, 1998.  A total of 14,920,791
     shares were voted in favor of ratification and approval, 900 shares were
     voted against it and 4,639 shares abstained
<PAGE>
 
                                   SIGNATURES
                                        
     Pursuant to the requirements of  Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                            WESLEY JESSEN VISIONCARE, INC.


                            By  /s/ Ronald J. Artale
                                -----------------------------------
                                     Ronald J. Artale
                                     (Duly authorized officer,
                                     Vice President and Controller)


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