SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
AMENDMENT NO. 3
Wesley Jessen VisionCare, Inc.
(Name of Subject Company (Issuer))
WJ Acquisition Corp.
NOVARTIS AG
(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.01 Per Share
Preferred Share Purchase Rights
(Title of Class of Securities)
951018100
(CUSIP Number of Class of Securities)
Robert Thompson
WJ Acquisition Corp.
Novartis AG
c/o Novartis Corporation
608 Fifth Avenue
New York, NY 10020
(212) 307-1122
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copy to:
David W. Heleniak, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee**
--------------------------------------------------------------------------------
$783,887,758.50 $156,777.56
--------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $38.50, the per share tender offer price, by
20,360,721, the sum of (i) 17,671,246 currently outstanding shares of
Common Stock sought in the Offer, (ii) outstanding options with respect to
2,677,475 shares of Common Stock and (iii) 12,000 shares of Common Stock
that could be purchased under the Company's employee discount purchase
plans, in each case as of May 23, 2000.
** Calculated as 1/50 of 1% of the transaction value.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $156,777.56 Filing Party: Novartis AG
Form or Registration No.: Schedule TO Date Filed: June 6, 2000
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer:
<PAGE>
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission (the
"Commission") on June 6, 2000, as amended (the "Schedule TO") by Novartis AG, a
Swiss corporation ("Parent"), and WJ Acquisition Corp., a Delaware corporation
and an indirect wholly owned subsidiary of Parent ("Purchaser"). The Schedule TO
relates to the offer by Purchaser to purchase all outstanding shares of common
stock, par value $0.01 per share, including the associated preferred share
purchase rights (together, the "Shares"), of Wesley Jessen VisionCare, Inc., a
Delaware corporation (the "Company"), at a purchase price of $38.50 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated June 6, 2000 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Copies of the Offer
to Purchase and the related Letter of Transmittal are filed with the Schedule TO
as Exhibits (a)(1) and (a)(2), respectively. Capitalized terms used and not
defined herein shall have the meanings assigned to such terms in the Offer to
Purchase and the Schedule TO.
Item 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended and supplemented by
including the following information:
On July 24, 2000, CIBA Vision Corporation, an indirect wholly owned
subsidiary of Parent ("CIBA Vision"), issued a press release announcing the
extension of the Offer to 12:00 midnight, New York City time, on August 8, 2000.
The Offer had previously been scheduled to expire at 12:00 midnight, New York
City time, on Tuesday, July 25, 2000. A copy of the press release issued by CIBA
Vision with respect to the foregoing is filed herewith as Exhibit (a)(10) and is
incorporated herein by reference.
Item 12. Materials to be filed as Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by
including the following information:
(a)(10) Press Release issued by CIBA Vision Corporation on July 25,
2000.
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<PAGE>
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.
Dated: July 24, 2000
WJ ACQUISITION CORP.
By: /s/ Jeff Benjamin
-------------------------------------------------
Name: Jeff Benjamin
Title: Vice President and Secretary
NOVARTIS AG
By: /s/ Urs Barlocher
-------------------------------------------------
Name: Urs Barlocher
Title: General Counsel
By: /s/ Martin P. Henrich
------------------------------------------------
Name: Martin P. Henrich
Title: Associate General Counsel
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<PAGE>
EXHIBIT INDEX
Exhibit
No.
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*(a)(1) Offer to Purchase, dated June 6, 2000.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(a)(5) Form of Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
*(a)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(7) Summary Advertisement as published in The Wall Street Journal on
June 6, 2000.
*(a)(8) Joint Press Release issued by CIBA Vision Corporation, an
indirect wholly owned subsidiary of Parent, and the Company on
May 30, 2000.
*(a)(9) Joint Press Release issued by CIBA Vision Corporation and the
Company on June 30, 2000.
(a)(10) Press Release issued by CIBA Vision Corporation on July 24, 2000.
(b) None.
*(d)(1) Agreement and Plan of Merger, dated as of May 30, 2000, among
Parent, Purchaser and the Company.
*(d)(2) Confidentiality Agreement, dated May 10, 2000, between CIBA
Vision Corporation and the Company.
(g) None.
(h) None.
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* Previously filed.
<PAGE>
Exhibit (a)(10)
NOVARTIS EXTENDS TENDER OFFER
Atlanta, GA, July 24, 2000 - CIBA Vision Corporation, the eye care unit of
Novartis AG (NYSE: NVS), today announced that WJ Acquisition Corp., an indirect
wholly owned subsidiary of Novartis, is extending the offer to acquire all
outstanding shares of common stock of Wesley Jessen VisionCare, Inc. (and
associated preferred share purchase rights) to 12:00 midnight, New York City
time, on August 8, 2000. The offer was previously scheduled to expire at 12:00
midnight, New York City time, on Tuesday, July 25, 2000.
Based on the latest count of tendered shares, approximately 8,131,432 shares of
Wesley Jessen common stock (and associated preferred share purchase rights) have
been tendered and not withdrawn pursuant to the tender offer. In accordance with
the terms of the Offer to Purchase, dated June 6, 2000, WJ Acquisition Corp. is
extending the offer to allow for the satisfaction of certain closing conditions.
As a consequence of the extension of the expiration date, holders of Wesley
Jessen common stock may tender or withdraw shares until 12:00 midnight, on
August 8, 2000, unless the offer is further extended.
The tender offer is being made through, and the foregoing is qualified in its
entirety by reference to, Novartis' Offer to Purchase, dated June 6, 2000, and
the related letter of transmittal. Wesley Jessen stockholders should read such
documents completely prior to making any decision as to the tender offer.
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"). CIBA Vision and Wesley Jessen
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 FURTHER INFORMATION PLEASE CONTACT:
CIBA Vision Corporation
Kristie Madara (678) 415-3646
