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
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)
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
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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 June 6, 2000 (the "Schedule 14D-9"), relating to the
tender offer by WJ Acquisition Corp., a Delaware corporation ("Purchaser")
and an indirect wholly owned subsidiary of Novartis AG, a Swiss corporation
("Parent"), 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, and Amendment No. 2 to Rights Agreement, dated as of
May 30, 2000, between Wesley Jessen and American Stock Transfer & Trust
Company, as Rights Agent.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended and supplemented by adding the following
paragraph at the end of the discussion under the heading "Antitrust-United
States":
Parent and the Company have received notice that the waiting
period under the HSR Act applicable to Parent's tender offer for the
Company has been terminated by the FTC.
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.
By: /s/ Kevin J. Ryan
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Kevin J. Ryan
Chairman and Chief Executive Officer
Dated: October 2, 2000
