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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 2)
(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 9. Exhibits.
Item 9 is hereby amended and supplemented as follows:
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<CAPTION>
Exhibit
No. Description
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<C> <S>
Press release issued by Wesley Jessen VisionCare, Inc. on April
11. 26, 2000.
</TABLE>
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 26, 2000
2
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WESLEY JESSEN
PRESS RELEASE
Contact:
George Sard/David Reno/Tina Johnson
Sard Verbinnen & Co.
(212) 687-8080
WESLEY JESSEN RESPONDS TO MISLEADING LETTER FROM BAUSCH & LOMB
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DES PLAINES, IL, April 26, 2000--Wesley Jessen VisionCare, Inc. (NASDAQ:
WJCO), the world's leading manufacturer of specialty soft contact lenses,
today responded to an inaccurate and misleading letter sent yesterday to
Wesley Jessen by Bausch & Lomb's Chairman and CEO William M. Carpenter. The
text of the Wesley Jessen response follows:
Dear Mr. Carpenter,
We have received your letter of April 25, 2000, which we believe
deliberately mischaracterizes important facts to suit Bausch & Lomb's own
purposes.
First, you suggest that our Board of Directors has established a process
to sell Wesley Jessen. No such process has been established and we have no
obligations to Bausch & Lomb in this regard. Our obligation and intention
is to protect our shareholders and enhance shareholder value, which does
not mean selling Wesley Jessen to Bausch & Lomb on your terms.
To this end, we rejected Bausch & Lomb's previous inadequate $34 per
share offer for the Company and have invited Bausch & Lomb to present its
best offer to the Wesley Jessen Board of Directors. Bausch & Lomb has not
yet done so. Again, we invite Bausch & Lomb to present its best offer,
which our Board will review on a timely basis, fully aware of its fiduciary
duties to Wesley Jessen's shareholders.
Second, as Bausch & Lomb and its advisors have previously been informed,
our Board did not adopt the draft severance plan you refer to in your
letter. We have adopted a plan to incentivize our executives to continue
working through this period of instability and to ensure that they are
focused on managing the Company for the benefit of our shareholders. That
plan provides total "single trigger" severance payments following a change
of control of only $4.4 million, not the $50 million referred to in your
letter. Any additional severance payments would only be required if Wesley
Jessen executives are terminated by an acquiring party after a change of
control. These severance provisions are entirely consistent with the types
of plans typically adopted by publicly traded corporations.
Finally, our Board is disappointed in Bausch & Lomb's publicly
disclosing certain information in violation of our confidentiality
agreement.
Our Board is determined to create maximum value for Wesley Jessen's
shareholders. If Bausch & Lomb has an improved proposal to make, we
encourage it to do so.
Sincerely,
Kevin Ryan
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Wesley Jessen VisionCare, Inc. is the leading worldwide developer,
manufacturer and marketer of specialty contact lenses. Its products include
cosmetic lenses, which change or enhance the wearer's eye color, toric lenses,
which correct astigmatism, and premium lenses, which offer value-added
features such as protection from ultraviolet light.
* * *
FORWARD-LOOKING STATEMENTS
The foregoing communications contain forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995 (the "Safe Harbor Provisions"). References made in the
foregoing, in particular, statements regarding the proposed business
combination between WJ and OSI are based on management's current expectations
or beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the forward-
looking statements. In particular, the following factors, among others, could
cause actual results to differ materially from those described in the forward-
looking statements: inability to obtain, or meet conditions imposed for,
governmental approvals, the stockholders of either WJ or OSI fail to approve
the business combination; costs related to the business combination; the risk
that the WJ and OSI businesses will not be integrated successfully; and other
economic, business, competitive and/or regulatory factors relating to WJ's or
OSI's business generally. WJ and OSI are under no obligation to (and expressly
disclaim any such obligation to) update or alter their forward-looking
statements whether as a result of new information, future events or otherwise.
The Safe Harbor Provisions are not applicable to the foregoing communications
to the extent that they constitute tender offer materials and have not been
judicially determined to be applicable to such communications to the extent
that they constitute soliciting materials.
For a detailed discussion of these and other cautionary statements, please
refer to WJ's filings with the Securities and Exchange Commission (the
"Commission"), especially in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors" sections of
WJ's Form S-3 Registration Statement (Commission File No. 333-79293), which
became effective in June 14, 1999. In addition, please refer to OSI's filings
with the Commission, especially the information set forth under the heading
"Factors That May Affect Future Results" in OSI's Quarterly Report on Form 10-
Q for the quarterly period ending September 30, 1999.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
A joint proxy statement/prospectus will be filed by Wesley Jessen
VisionCare, Inc. ("WJ") and Ocular Sciences, Inc. ("OSI") with the Commission
as soon as practicable. WE URGE INVESTORS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
COMMISSION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain a free copy of the joint proxy statement/prospectus (when
available) and other documents filed by WJ and OSI with the Commission at the
Commission's web site at www.sec.gov. The joint proxy statement/prospectus and
other documents filed with the Commission by WJ may also be obtained for free
from WJ by directing a request to Wesley Jessen VisionCare, Inc., 333 East
Howard Avenue, Des Plaines, IL 60018, telephone: (847) 294-3000. In addition,
the joint proxy statement/prospectus and other documents filed with the
Commission by OSI may be obtained for free from OSI by directing a request to
Ocular Sciences, Inc., 475 Eccles Avenue, South San Francisco, California
94080, telephone: (650) 583-1400.
WJ and its officers and directors may be deemed to be participants in the
solicitation of proxies from WJ's stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is included in WJ's Current Report on Form 8-K/A, dated
April 10, 2000. This document is available free of charge at the Commission's
web site at http://www.sec.gov and from WJ at the address set forth above. OSI
and its officers and directors may be deemed to be participants in the
solicitation of proxies
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from stockholders of OSI with respect to the transactions contemplated by the
merger agreement. Information regarding such officers and directors is
included in OSI's Proxy Statement for its 1999 Annual Meeting of Stockholders
filed with the Commission on April 26, 1999. This document is available free
of charge at the Commission's web site at http://www.sec.gov and from the OSI
at the address set forth above.
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