<PAGE>
COMPANY DATA::
COMPANY CONFORMED NAME: WESLEY JESSEN VISIONCARE, INC.
CENTRAL INDEX KEY: [_______________________________]
STANDARD INDUSTRIAL CLASSIFICATION: Ophthalmic Goods [3851]
IRS NUMBER: 36-4023739
STATE OF INCORPORATION: DELAWARE
FISCAL YEAR END: December 31
FILING VALUES:
FORM TYPE: 11-K
SEC ACT: 1934 Act
SEC FILE NUMBER: ________________________________
FILM NUMBER: ________________________________
BUSINESS ADDRESS:
STREET 1: 333 EAST HOWARD AVENUE
STREET 2:
CITY: DES PLAINES
STATE: ILLINOIS
ZIP: 60018-5903
BUSINESS PHONE: 847-294-3000
MAIL ADDRESS:
STREET 1: 333 EAST HOWARD AVENUE
STREET 2:
CITY: DES PLAINES
STATE: ILLINOIS
ZIP: 60018-5903
BUSINESS PHONE: 847-294-3000
As filed with the Securities and Exchange Commission on __________, 2000
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, 1999
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 the 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 Wesley Jessen
Savings and Retirement Plan, has duly caused this Annual Report to be signed on
its behalf by the undersigned hereunto duly authorized.
WESLEY JESSEN CORPORATION
Date: _______ June 30, 2000 By: /s/ Michael R. Southard
-----------------------------------
Michael R. Southard
Vice President, Human Resources
<PAGE>
WESLEY JESSEN SAVINGS AND RETIREMENT PLAN
(401K and Profit Sharing Component)
Financial Statements as of and for the
years ended December 31, 1999 and 1998
Additional information required for Form 5500
for the year ended December 31, 1999
<PAGE>
WESLEY JESSEN SAVINGS AND RETIREMENT PLAN
(401K and Profit Sharing Component)
Table of Contents
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
Report of Independent Accountants 1
Basic Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 8
Additional Information *
Schedule I - Schedule of Assets Held for Investment Purposes 9
</TABLE>
* Other supplemental schedules 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>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Wesley Jessen Savings and Retirement Plan (401k and
Profit Sharing Component) of our report dated June 14, 2000 appearing in Form
11-K.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 23, 2000
<PAGE>
Report of Independent Accountants
To the Participants and Administrator of
Wesley Jessen Savings and Retirement Plan (401K and Profit Sharing Component)
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Wesley Jessen Savings and Retirement Plan (401K and Profit Sharing
Component) (the "Plan") at December 31, 1999 and 1998, and the changes in net
assets available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States. 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 auditing standards
generally accepted in the United States, 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 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
As described in note 8, there has been an offer to acquire the Plan Sponsor. The
ultimate disposition of that offer, and its effect on the Plan, are uncertain.
PricewaterhouseCoopers LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania
June 14, 2000
<PAGE>
WESLEY JESSEN SAVINGS AND RETIREMENT PLAN
(401K and Profit Sharing Component)
Statements of Net Assets Available for Benefits
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
As of December 31,
1999 1998
--------------------------------------------------
<S> <C> <C>
Investments, at fair value
Registered investment companies:
Vanguard 500 Index Fund * $ 14,976,247 * $ 10,391,379
Vanguard Explorer Fund * 4,472,719 * 3,571,137
Vanguard International Growth Fund 3,146,992 2,560,297
Vanguard PRIMECAP Fund * 11,356,267 * 7,252,461
Vanguard Short-Term Corporate Fund 613,846 619,881
Vanguard Total Bond Market Index Fund 443,576 414,413
Vanguard Treasury Money Market Fund * 10,551,841 * 5,803,344
Vanguard Wellington Fund * 7,118,512 * 7,095,539
Vanguard Windsor Fund * 7,973,591 * 7,602,356
--------------------------------------------------
60,653,591 45,310,807
Former Benham Preservation Fund - * 4,087,034
Wesley Jessen Common Stock Fund * 3,826,463 * 3,986,187
Participant Loans * 4,276,923 * 4,256,593
--------------------------------------------------
Total investments 68,756,977 57,640,621
--------------------------------------------------
Receivables
Employer's contributions 2,611,243 2,585,256
Participants' contributions 88,058 167
--------------------------------------------------
Total receivables 2,699,301 2,585,423
--------------------------------------------------
Net assets available for benefits $ 71,456,278 $ 60,226,044
==================================================
</TABLE>
* Represents 5% or more of net assets available for benefits. The accompanying
notes are an integral part of the financial statements.
2
<PAGE>
WESLEY JESSEN SAVINGS AND RETIREMENT PLAN
(401K and Profit Sharing Component)
Statements of Changes in Net Assets Available for Benefits
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998
--------------------------------------
<S> <C> <C>
Additions
Investment income:
Interest and dividend income, investments $ 3,875,781 $ 2,539,946
Interest income, participant loans 336,988 358,048
Net appreciation in fair value of investments 6,635,589 2,262,270
--------------------------------------
10,848,358 5,160,264
--------------------------------------
Contributions:
Employer 3,579,921 3,712,767
Participant 3,758,574 3,708,737
--------------------------------------
7,338,495 7,421,504
--------------------------------------
Other additions 111 4,373
--------------------------------------
Total additions 18,186,964 12,586,141
--------------------------------------
Deductions
Payment of benefits 6,956,730 8,031,816
Administrative Expenses - 23
--------------------------------------
Total deductions 6,956,730 8,031,839
--------------------------------------
Net increase 11,230,234 4,554,302
Net assets available for plan benefits:
Beginning of period 60,226,044 55,671,742
--------------------------------------
End of period $71,456,278 $60,226,044
======================================
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
WESLEY JESSEN SAVINGS AND RETIREMENT PLAN
(401K and Profit Sharing Component)
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN
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 Vision
Care, Inc. 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.
The Plan is a component of 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.
General
The Plan is a defined contribution 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
(VFTC) as the Plan's trustee and recordkeeper. The Plan provides benefits
covering substantially all employees of the Company provided that they have
completed at least 90 days of service.
Contributions
The Plan provides that qualified employees may make pre-tax elective
contributions to the Plan between 1% and 15% of annual compensation.
Participants direct the investment of their contributions into various
investment options offered by the Plan. The Plan currently offers nine mutual
funds and Wesley Jessen Company Stock as investment options for participants.
Participant contributions will be matched by the Company at a rate of 50% of
each participant's elective contribution, up to 6% of annual compensation. The
Plan also provides that the Company's Board of Directors may elect to make an
additional discretionary contribution to participant's accounts. For the years
ended December 31, 1999 and 1998, the Company authorized discretionary
contributions of $2,611,243 and $2,585,256 respectively. All contributions are
subject to certain limitations as defined by the IRC.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's contribution and, (b) Plan earnings, and
charged with an allocation of administrative expenses. Allocations are based on
participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
Participant contributions vest upon deposit. Company contributions vest at
varying percentages based on date of hire but in all cases are fully vested
after four years of service.
4
<PAGE>
WESLEY JESSEN SAVINGS AND RETIREMENT PLAN
(401K and Profit Sharing Component)
Notes to Financial Statements
--------------------------------------------------------------------------------
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000, with a
maximum of lesser of 50% of the participant's vested account balance or $50,000
reduced by the highest outstanding balance of loans from the plan during the
prior one-year period. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the Participant Loan Fund. 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 interest at a fixed rate that is
commensurate with the prevailing market rates at the date the loan is issued.
Principal and interest is paid ratably through monthly payroll deductions.
Payment of Benefits
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.
Forfeited Accounts
Forfeitures of unvested amounts are used to offset future Company contributions.
Plan Termination
The Company intends to continue the Plan without interruption, but reserves the
right to discontinue the Plan at any time subject to the provisions of ERISA.
Upon termination or partial termination of the Plan, the balance of the
participant's accounts shall become fully vested and payable to the participants
in accordance with the Plan's provisions.
Investment Options
During the plan years ended December 31, 1999 and 1998, participants were able
to allocate their contributions among the following investment options:
Vanguard 500 Index Fund: Seeks to provide long-term growth of capital and
income from dividends by holding all of the 500 stocks that make up the
unmanaged Standard & Poor's 500 Composite Stock Price Index, a widely
recognized benchmark of U.S. stock market performance.
Vanguard Explorer Fund: Seeks to provide long-term growth of capital by
investing in a diversified group of small-company stocks with prospects for
above-average growth.
Vanguard International Growth Fund: Seeks to provide long-term growth of
capital by investing in stocks of high-quality, seasoned companies based
outside the United States. Stocks are selected from more than 15 countries.
Vanguard PRIMECAP Fund: Seeks long-term growth of capital by investing in
stocks of companies with above-average prospects for continued earnings
growth, strong industry positions, and skilled management teams.
5
<PAGE>
WESLEY JESSEN SAVINGS AND RETIREMENT PLAN
(401K and Profit Sharing Component)
Notes to Financial Statements
--------------------------------------------------------------------------------
Vanguard Short-Term Corporate Fund: Seeks to provide income while
maintaining a high degree of stability of principal by investing in short-
term bonds, including high-quality corporate and U.S. Treasury securities.
Vanguard Total Bond Market Index: Seeks to provide a high level of interest
income by attempting to match the performance of unmanaged Lehman Brothers
Aggregate Bond Index, which is a widely recognized measure of the entire
taxable U.S. bond market.
Vanguard Treasury Money Market Fund: Seeks to provide high income and a
stable share price of $1 by investing in short-term securities that are
backed by the full faith and credit of the U.S. government. At least 65% of
the fund's assets are invested in U.S. Treasury securities.
Vanguard Wellington Fund: Seeks to provide income and long-term growth of
capital without undue risk to capital by investing about 65% of its assets
in stocks and the remaining 35% in bonds.
Vanguard Windsor Fund: Seeks to provide long-term growth of capital and
income by investing in stocks believed to be undervalued by the market. It
focuses on stocks selling at prices that seem low in relation to such
factors as past earnings, potential growth, and dividend payments.
Wesley Jessen Stock Fund: Seeks to provide the potential for long-term
growth through increases in the value of the Wesley Jessen Common Stock and
reinvestment of its dividends.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The following accounting policies, which conform to accounting principles
generally accepted in the United States, have been used consistently in the
preparation of the Plan's financial statements:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting.
Financial Statement Presentation
The Plan adopted Statement of Position ("SOP") 99-3, Accounting for and
Reporting of Certain Defined Contribution Benefit Plan Investments and Other
Disclosure Matters. Certain reclassifications of the 1998 amounts have been made
to conform to the 1999 presentation in accordance with SOP 99-3. This SOP
eliminated the previously required reporting of changes in net assets by
investment option for participant directed investments.
Use of Estimates
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
6
<PAGE>
WESLEY JESSEN SAVINGS AND RETIREMENT PLAN
(401K and Profit Sharing Component)
Notes to Financial Statements
--------------------------------------------------------------------------------
the date of the financial statements, as well as reported amounts of additions
and deductions during the reporting period. Actual results could differ from
those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices that represent the net asset value
of shares held by the Plan at year-end. The Wesley Jessen Common Stock Fund is
valued at its year-end unit closing price (plus uninvested cash position).
Participant loans are valued at cost, which approximates fair value. Purchases
and sales of investments are recorded on a trade-date basis. Interest income is
accrued when earned. Dividend income is recorded on the ex-dividend date.
Capital gain distributions are included in dividend income.
Payment of Benefits
Benefits are recorded when paid.
NOTE 3 - INVESTMENTS
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value as follows:
Year Ended December 31,
1999 1998
---------- ----------
Registered Investment Companies $1,299,613 $1,000,427
Common Stock 5,335,976 1,261,843
---------- ----------
$6,635,589 $2,262,270
========== ==========
NOTE 4 - FORMER BENHAM PRESERVATION FUND
The Former Benham Preservation Fund (the Fund) consisted of a fixed income
collective investment fund and a money market mutual fund sponsored by the
Vanguard Group. The Fund was credited with earnings on the underlying
investments and charged for Plan withdrawals and administrative expenses. The
Fund is no longer an investment option at December 31, 1999. Ending balances not
otherwise allocated by participants were invested in the Treasury Money Market
Fund.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of VFTC. VFTC
acts as trustee for investments of the Plan. Transactions in such investments
qualify as party-in-interest transactions, which are exempt from the prohibited
transaction rules.
7
<PAGE>
WESLEY JESSEN SAVINGS AND RETIREMENT PLAN
(401K and Profit Sharing Component)
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 6 - PLAN EXPENSES
The Company pays a portion of administrative expenses incident to the operation
of the plan.
NOTE 7 - TAX STATUS
The Internal Revenue Service issued a favorable determination letter dated
January 6, 1999, informing the Company that the Plan and related trust are
designed in accordance with applicable sections of the IRC.
NOTE 8 - MERGER
On May 30, 2000, Novartis AG entered into an agreement to acquire Wesley Jessen
Vision Care, Inc. The agreement has not been finalized, and the effects on the
plan are not readily determinable at this time.
8
<PAGE>
Additional Information
Required for Form 5500
<PAGE>
WESLEY JESSEN SAVINGS AND RETIREMENT PLAN Schedule I
(401K and Profit Sharing Component)
Schedule of Assets Held for Investment Purposes
As of December 31, 1999
--------------------------------------------------------------------------------
Wesley Jessen Savings and Retirement Plan, EIN 36-4024354
Attachment to Form 5500, Schedule H, Part IV, Line i
<TABLE>
<CAPTION>
Identity of Issue Investment Type Current Value
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
* Vanguard 500 Index Fund Registered Investment Company $ 14,976,247
* Vanguard Explorer Fund Registered Investment Company 4,472,719
* Vanguard International Growth Fund Registered Investment Company 3,146,992
* Vanguard PRIMECAP Fund Registered Investment Company 11,356,267
* Vanguard Short Term Corporate Fund Registered Investment Company 613,846
* Vanguard Total Bond Market Index Registered Investment Company 443,576
* Vanguard Treasury Money Market Registered Investment Company 10,551,841
* Vanguard Wellington Fund Registered Investment Company 7,118,512
* Vanguard Windsor Fund Registered Investment Company 7,973,591
* Wesley Jessen Corporation Common Stock 3,826,463
* Wesley Jessen Savings and Retirement Plan
(401k and Profit Sharing Component) Participant loans (7.00% - 11.00%) 4,276,923
-------------------
Total assets held for investment purposes $ 68,756,977
===================
</TABLE>
* Party in Interest
9
