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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 16, 1999
Wesley Jessen VisionCare, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-22033 36-4023739
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
333 East Howard Avenue, Des Plaines, Illinois 60018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 294-3000
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This Report contains 7 pages.
The Exhibit Index is located on page 7.
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Item 5. Other Events.
Adoption of Stockholder Rights Plan
On November 16, 1999, the Board of Directors of Wesley Jessen
VisionCare, Inc. (the "Company") authorized the issuance of one $.01 per share
(the "Common Shares"), of the Company. The distribution is payable to
stockholders of record at the close of business on November 26, 1999 (the
"Record Date"), and with respect to all Common Shares that become outstanding
after the Record Date and prior to the earliest of the Distribution Date (as
defined below), the redemption of the Rights, the exchange of the Rights, and
the expiration of the Rights (and, in certain cases, following the Distribution
Date). Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Junior Participating Preferred Stock, Series A,
par value $.01 per share, of the Company (the "Preferred Shares") at a price of
$180.00 per one one-thousandth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").
The Rights will be evidenced by Common Share certificates and not by
separate certificates until the earlier to occur of (i) the tenth day after a
person or group other than certain exempt persons (an "Acquiring Person"),
together with persons affiliated or associated with such Acquiring Person, has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding Common Shares (a "Triggering Event") and (ii) the tenth
business day after the commencement or public disclosure of an intention to
commence a tender offer or exchange offer by a person other than an exempt
person if, upon consummation of the offer, such person could acquire beneficial
ownership of 15% or more of the outstanding Common Shares (the earlier of such
dates being called the "Distribution Date").
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the Rights will be transferred with and only with the
Common Shares, and the surrender for transfer of any certificate for Common
Shares will also constitute the transfer of the Rights associated with such
Common Shares. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.
The Rights will first become exercisable after the Distribution Date
(unless sooner redeemed or exchanged). Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends. The
Rights will expire at the close of business on November 26, 2009 (the
"Expiration Date"), unless earlier redeemed or exchanged by the Company as
described below.
In the event that a person becomes an Acquiring Person, each Right
(other than Rights that are or were beneficially owned by the Acquiring Person
and certain related persons and transferees, which will thereafter be void)
shall thereafter be exercisable not for Preferred Shares, but for a number of
Common Shares having a market value of two times the exercise price of the
Right. In the event that, at the time or after a person becomes an Acquiring
Person, the Company is involved
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in a merger or other business combination in which (i) the Company is not the
surviving corporation, (ii) Common Stock is changed or exchanged, or (iii) 50%
or more of the Company's consolidated assets or earning power are sold, then
each Right (other than Rights that are or were owned by the Acquiring Person and
certain related persons and transferees, which will thereafter be void) shall
thereafter be exercisable for a number of shares of common stock of the
acquiring company having a market value of two times the exercise price of the
Right.
In addition, at any time after a person has become an Acquiring
Person, but before a person has acquired beneficial ownership of 50% or more of
the outstanding Common Shares, the Company may elect to exchange all or part of
the Rights (excluding void Rights held by an Acquiring Person and certain
related persons and transferees) for Common Shares on a one-for-one basis.
The Purchase Price payable, and the number and kind of securities,
cash or other property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend or distribution on, or a subdivision or combination of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of rights, options
or warrants to subscribe for Common Shares or securities convertible into Common
Shares at less than the current market price, (iii) upon the distribution to
holders of the Common Shares of securities, cash, evidences of indebtedness or
assets (excluding regular periodic cash dividends out of earnings or retained
earnings) and (iv) in connection with recapitalizations of the Company or
reclassifications of the Common Shares.
No fractional Preferred Shares will be issued (other than fractions
which are integral multiples of one one-thousandth of a Preferred Share, which
may, at the election of the Company, be evidenced by depositary receipts) and in
lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Shares on the last trading date prior to the date of exercise.
At any time prior to the earlier of (i) the tenth day after the public
announcement that a person has become an Acquiring Person and (ii) the
Expiration Date, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $0.001 per Right (the "Redemption Price").
The Redemption Price will be payable in cash, shares (including fractional
shares) of Common Stock or any other form of consideration deemed appropriate by
the Board of Directors. Immediately upon action of the Board of Directors
ordering redemption of the Rights, the ability of holders to exercise the Rights
will terminate and the only rights of such holders will be to receive the
Redemption Price.
At any time prior to the public announcement that a person has become
an Acquiring Person, the Board of Directors of the Company may amend or
supplement the Rights Agreement without the approval of the Rights Agent or any
holder of the Rights. Thereafter, the Rights Agreement may not be amended or
changed in any manner which would adversely affect the interests of the holders
of the Rights (other than an Acquiring Person or an affiliate or associate
thereof).
The Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment equal to the greater of $25 per share and 1,000 times
the dividend declared per Common Share. In the event of liquidation, the
holders of the Preferred Shares will be entitled to a minimum preferential
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liquidation payment equal to the greater of $100 per share and 1,000 times the
payment made per Common Share. Each Preferred Share will have 1,000 votes per
share, voting together with the Common Shares. In the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 1,000 times the amount received per
Common Share.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors prior to the tenth day after the public announcement that a
person has become an Acquiring Person, because until such time the Rights may
generally be redeemed by the Company at $0.001 per Right.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement attached
as Exhibit 4.1, which is hereby incorporated in this Current Report on Form 8-K
by reference.
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Item 7. Financial Statements and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
4.1 Rights Agreement dated as of November 16, 1999 between
Wesley Jessen VisionCare, Inc. and American Stock Transfer &
Trust Company, as Rights Agent, including the form of
Certificate of Designation, Preferences and Rights of Junior
Participating Preferred Stock, Series A attached thereto as
Exhibit A, the form of Rights Certificate attached thereto
as Exhibit B and the Summary of Rights attached thereto as
Exhibit C. (Incorporated by reference to the Company's
Registration Statement on Form 8-A, filed with the
Commission on November 22, 1999.)
99.1 Press Release dated November 18, 1999 issued by the Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESLEY JESSEN VISIONCARE, INC.
Dated: November 23, 1999 By: /s/ Edward J. Kelley
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Name: Edward J. Kelley
Title: Vice President, Finance, and
Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Page No.
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4.1 Rights Agreement dated as of November 16, 1999 between *
Wesley Jessen VisionCare, Inc. and American Stock
Transfer & Trust Company, as Rights Agent, including
the form of Certificate of Designation, Preferences and
Rights of Junior Participating Preferred Stock, Series A
attached thereto as Exhibit A, the form of Rights
Certificate attached thereto as Exhibit B and the
Summary of Rights attached thereto as Exhibit C.
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99.1 Press Release dated November 18, 1999 issued by
the Company.
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* Incorporated by reference to the Company's Registration Statement on Form
8-A, filed with the Commission on November 22, 1999.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
WESLEY JESSEN VISIONCARE, INC. ADOPTS A PREFERRED
SHARE PURCHASE RIGHTS AGREEMENT
DES PLAINES, Ill. (November 18,1999) - Wesley Jessen VisionCare, Inc.
announced today that its Board of Directors, pursuant to resolutions approved
(Nasdaq:WJCO) on November 16, 1999, adopted a Preferred Share Purchase Rights
Agreement and declared a dividend distribution to be made to stockholders of
record on November 26, 1999, of one Preferred Share Purchase Right on each
outstanding share of the Company's common stock. Each Right will entitle
stockholders to buy one one-thousandth of a share of a new series of junior
participating preferred stock at an exercise price of $180.00. The Rights
contain provisions which are intended to protect the Company's stockholders in
the event of an unsolicited attempt to acquire the Company at a value that is
unfair to the Company's stockholders.
The Company is not aware of any such attempt at present. The Company's
Board believes that implementation of the protections of a rights plan at this
time is particularly appropriate in light of recent changes in the Company's
ownership. Specifically, in the Summer of 1999, two investment funds associated
with Bain Capital, Inc. reduced their collective beneficial ownership in the
Company from 25% to less than 5% pursuant to an underwritten sale of their
shares in the Company.
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The Rights will attach to and trade with the Company's common stock
and will become exercisable only ten days after a person or group (with certain
exceptions) has acquired, or ten business days after a person or group has
announced or commenced a tender offer for, 15% or more of the Company's common
stock. The Company may exchange the Rights for the Company's common stock on a
one-for-one basis at any time after a person or group has acquired 15% or more
of the outstanding common stock. The Company will be entitled to redeem the
Rights at $0.001 per Right (payable in cash or common stock of the Company, at
the Company's option) at any time before ten days after public disclosure that a
15% position has been acquired. The Rights will expire on November 26, 2009,
unless previously redeemed or exercised. The distribution of the Rights is not
a taxable event to stockholders.
Additional details of the Rights distribution will be provided to
stockholders.
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