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FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 19, 2000
WESLEY JESSEN VISIONCARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22033 36-4023739
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
333 East Howard Avenue, Des Plaines, IL 60018-5903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(847) 294-3000
N/A
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(Former name or address, if changed since last report)
Page 1 of 9 Pages
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This Form 8-K/A amends the Current Report on form 8-K, as filed with the
Securities and Exchange commission on March 22, 2000:
Item 5: Other Events.
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On March 19, 2000, Wesley Jessen VisionCare, Inc. ("WJ"), a Delaware
corporation, and Ocular Sciences, Inc. ("OSI"), a Delaware
corporation, executed a definitive merger agreement. A press release
related to the above transaction was issued by WJ on March 20, 2000.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7: Financial Statements and Exhibits.
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(c) Exhibits.
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Item Exhibit Index
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99.1 Press Release of Wesley Jessen VisionCare, Inc., dated
March 20, 2000.
The foregoing communications contain forward-looking statements within
the meaning of the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. 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.
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
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September 30, 1999.
A joint proxy statement/prospectus will be filed by WJ and 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 relating to the
proposed business combination 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 relating to the proposed business combination
may be obtained for free from OSI by directing a request to Ocular
Sciences, Inc., 475 Eccles Avenue, South San Francisco, CA 94080,
telephone: (650) 583-1400.
WJ and the following directors, executive officers of WJ may solicit
proxies from WJ stockholders in favor of the transactions contemplated
by the merger agreement. The following chart sets forth the executive
officers and directors of WJ that may be participants in the
solicitation, together with the securities of WJ held by each as of
March 20, 2000:
<TABLE>
<CAPTION>
Security Ownership
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Common
Name Position Stock Options
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<S> <C> <C> <C>
Kevin J. Ryan Chairman of the Board, 47,058 1,021,600
President and Chief Executive
Officer
Edward J. Kelley Vice President, Finance, Chief 44,943 158,770
Financial Officer and Director
Raleigh S. Althisar, Jr. Vice President, Worldwide 505 115,316
Manufacturing
Ronald J. Artale Vice President and Controller -- 28,623
Lawrence L. Chapoy Vice President, Research & 14,940 70,778
Development
William M. Flynn Vice President, Pan Asia 8,553 52,958
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Joseph F. Foos Vice President, Scientific 12,422 68,357
Affairs
George H. McCrary Vice President, Americas 41,913 38,482
Daniel M. Roussel Vice President, Europe 12,563 166,890
Thomas F. Steiner Vice President, Marketing 7,199 105,800
Michael A. D'Amato Director -- 12,000
Adam W. Kirsch (1) Director 94,644 14,000
Sol Levine Director 15,000 12,000
John W. Maki (1) Director 94,644 14,000
John J. O'Malley (1) Director 94,644 14,000
Stephen G. Pagliuca (1)(2) Director 687,428 14,000
</TABLE>
_____________________________
(1) Includes 44,240 shares of common stock held by BCIP Associates ("BCIP") and
50,404 shares of common stock held by BCIP Trust Associates, L.P. ("BCIP
Trust"). Each of Messrs. Kirsch, Maki, O'Malley and Pagliuca are general
partners of BCIP and BCIP Trust. Each disclaims beneficial ownership of
such shares except to the extent of his respective pecuniary interest
therein.
(2) Includes 276,432 shares of common stock held by Bain Capital Fund IV, L.P.
and 316,352 shares of common stock held by Bain Capital Fund IV-B, L.P.
Mr. Pagliuca is a Managing Director of the general partner of such funds.
Mr. Pagliuca disclaims beneficial ownership of such shares except to the
extent of his pecuniary interest therein.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: April 10, 2000 WESLEY JESSEN VISIONCARE, INC.
By: /s/ Edward J. Kelley
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Edward J. Kelley
Chief Financial Officer
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Exhibit Index
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Exhibit
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99.1 Press Release of Wesley Jessen VisionCare, Inc., dated March 20, 2000.
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Exhibit 99.1
Press Release
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AT THE COMPANY: THE FINANCIAL RELATIONS BOARD:
Kevin J. Ryan Edward J. Kelley Bill Murphy Leslie Loyet
Chairman & CEO CFO General Inquiries Analyst Inquiries
(847) 294-3000 (847) 294-3000 (312) 266-7800 (312) 266-7800
FOR IMMEDIATE RELEASE
MONDAY, MARCH 20, 2000
WESLEY JESSEN AND OCULAR SCIENCES AGREE TO MERGE CREATING
WORLD'S SECOND LARGEST SOFT CONTACT LENS COMPANY
DES PLAINES, IL and SAN FRANCISCO--March 20, 2000--Wesley Jessen VisionCare,
Inc. (Nasdaq: WJCO) and Ocular Sciences, Inc. (Nasdaq: OCLR) today announced a
definitive merger agreement, creating the world's second largest soft contact
lens producer. The Company will have the broadest product range in the
industry.
The merger, which will be effected in an all-stock combination valued at
approximately $900 million, combines Wesley Jessen's leading position in
specialty contact lenses with Ocular Sciences' growing position in the clear
disposable lens market. With combined 1999 sales of just under $500 million,
the new company will rank second in worldwide soft lens revenue.
The company, to be known as Wesley Jessen VisionCare, will be headquartered in
Des Plaines, Illinois. Leading the combined company as President and CEO will
be Kevin Ryan, who is the current Chairman, President and CEO of Wesley Jessen.
John Fruth, founder and Chairman of Ocular Sciences will serve as non-executive
Chairman of the new company.
"The merger of Wesley Jessen and Ocular Sciences combines the unique and
complementary strengths of each organization, enabling the value of each
company's assets to be fully realized," said Kevin Ryan.
Wesley Jessen's competitive strengths include the number one position in the
$750 million global specialty lens market, consumer brand equity in the DuraSoft
and FreshLook cosmetic lens brands, an extensive worldwide sales and
distribution infrastructure, a broad patent and new product portfolio, and a
proven management team of industry veterans.
Ocular Sciences brings a consumer preferred disposable lens design, an efficient
manufacturing capability, and a unique channel branding strategy that has
enabled the company to capture the second largest share of the U.S. disposable
lens market.
"This is a combination designed to achieve both business growth and enhanced
shareholder value over the near and long term. As smaller players, without the
full resources of the multi-national health care
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Wesley Jessen VisionCare, Inc.
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giants that have dominated our industry, the two companies were less able to
shape events. Now the combined company will have the resources to accelerate new
product and international business development and challenge the majors," said
Ryan.
Ryan continued, "Common to both companies' strategies has been the emphasis on
helping eye care professionals make contact lens fitting more profitable. But,
up to now, Wesley Jessen has not competed for the 70% of patients who wear clear
lenses. Now we will be able to leverage the relationships built by our direct
sales force and compete for 100% of the potential market, not just the 30%
wearing specialty lenses. Similarly, Ocular Sciences has not been able to
access the high growth specialty and color lens market in a significant way
prior to this combination."
"We wanted to be a proactive player in the inevitable industry consolidation,
believing this would maximize long term shareholder value," said Ryan.
The Company expects to achieve annual synergies of at least $20 million in pre-
tax income once fully integrated. One significant synergy expected to be
produced by the merger is increased coverage of Ocular Sciences' lenses by U.S.
eye care practitioners through Wesley Jessen's large direct sales force.
Currently Wesley Jessen's U.S. customer base is 50% greater than Ocular
Sciences, which has relied primarily on telemarketing to sell its lenses.
Wesley Jessen expects to significantly expand penetration of OSI's new
Hydrogenics 60 disposable lens among private practitioners - a product that has
been well received during its launch phase.
Another synergy will come from expanding penetration of Ocular Sciences lenses
in international markets through Wesley Jessen's network of thirteen
international sales offices.
"Both Wesley Jessen and Ocular Sciences have large wearer bases. By cross-
selling cosmetic and clear lenses, we will hope to expand the wearer base of
each product line," said Ryan.
By combining technical and operational resources, the merged company expects to
improve its capability to add new production lines and scale-up new product
launches.
John Fruth said, "We are delighted to join forces with Wesley Jessen because it
enables Ocular Sciences to leap beyond its current business model and accelerate
the realization of the full value of its technology and unique strategy. It is
a merger driven from strength in our respective business segments. The combined
company will be a powerful global competitor with necessary scale and resources
to capture the full value of its growth potential."
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Wesley Jessen VisionCare, Inc.
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Under the terms of a definitive merger agreement approved by unanimous votes at
meetings of each company's Board of Directors, Ocular Sciences' stock will be
converted to Wesley Jessen VisionCare stock at a fixed exchange rate. Ocular
Sciences shareholders will receive 0.721 shares of Wesley Jessen stock for each
share of Ocular Sciences stock they own. The merger will be effected on a tax
free basis to shareholders.
The merger will be accounted for as a pooling of interests and is expected to be
accretive to Wesley Jessen's fully diluted earnings per share excluding one-time
charges in the first full, fiscal year following the combination. The merger is
subject to certain closing conditions, including regulatory approvals and the
approval of Wesley Jessen and Ocular Sciences shareholders; and is expected to
close in the second quarter of 2000. John Fruth, Chairman of Ocular Sciences,
has agreed to vote his shares of Ocular Sciences, representing approximately 22%
of the Company's outstanding common stock, in favor of the merger.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995. This news release contains certain forward-looking statements, including
among other things, statements regarding each company's results of operations
and expected synergies and other benefits of the combination. These forward
looking statements are based on current expectations, and actual results may
differ from anticipated future events or results. Except for historical
information, matters discussed in this news release which are forward-looking
statements are subject to certain risks and uncertainties including, but not
limited to, the uncertainties relating to the continued growth of worldwide
specialty contact lens markets, timely production of lens products, the
acceptance of new products as well as other risks indicated from time-to-time in
the Company's filings with the Securities and Exchange Commission. The Company
assumes no obligation to update or supplement forward-looking statements that
become untrue because of subsequent events.
Wesley Jessen VisionCare, Inc. conference call for investors will be held on
Monday, March 20, 2000 at 11:00 AM EST. The dial in number is 1-800-491-3697.
A replay may be accessed by dialing 1-800-696-1588, passcode 688851. This is
available until March 27, 2000.
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