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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 3)
(Rule 14D-101)
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SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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WESLEY JESSEN VISIONCARE, INC.
(Name of Subject Company)
WESLEY JESSEN VISIONCARE, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
951018100
(CUSIP Number of Class of Securities)
EDWARD J. KELLEY
Chief Financial Officer
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, IL 60018-5903
Telephone: (847) 294-3000
(Name, address and telephone number of person authorized to receive notice and
communication on behalf of the person(s) filing statement).
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
With a Copy to:
Roger S. Aaron, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522
(212) 735-3000
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Wesley Jessen VisionCare, Inc., a Delaware corporation ("Wesley Jessen"),
hereby amends and supplements its Solicitation/Recommendation Statement on
Schedule 14D-9 initially filed with the Securities and Exchange Commission on
April 10, 2000, as amended (the "Schedule 14D-9"), relating to the tender
offer by Dylan Acquisition Inc., a New York corporation ("Purchaser") and a
wholly owned subsidiary of Bausch & Lomb Incorporated, a New York corporation,
a New York corporation ("Bausch & Lomb"), to purchase all of the issued and
outstanding common stock, par value $0.01 per share, of Wesley Jessen,
including the associated rights to purchase preferred stock issued pursuant to
the Rights Agreement, dated as of November 16, 1999, as amended by Amendment
no. 1 to Rights Agreement, dated March 20, 2000, between Wesley Jessen and
American Stock Transfer & Trust Company, as Rights Agent.
Item 8. Additional Information
Item 8 is hereby amended and supplemented as follows:
The following paragraph is hereby added at the end of the discussion under
the sub-heading "Preferred Share Purchase Rights" as follows:
As a result of Bausch & Lomb's extension of the expiration date of the
Bausch & Lomb Offer to 12:00 midnight, Eastern time, on Friday May 12, 2000,
the Wesley Jessen Board has concluded that a further deferral of such
Distribution Date is appropriate and, therefore, has deferred the Distribution
Date for the Rights until Bausch & Lomb's acceptance of any shares of the
Wesley Jessen's Common Stock pursuant to any tender offer (including the
tender offer commenced on April 3, 2000) or extension thereof.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
/s/ Kevin J. Ryan
By: _________________________________
Kevin J. Ryan
Chairman and Chief Executive
Officer
Dated: April 27, 2000
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