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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
(Rule 14D-101)
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)
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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 (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 7. Purposes of the Transaction and Plans or Proposals.
Items 7(a) and (b) are hereby amended and restated in their entirety as
follows:
(a) Except as indicated in Items 3 and 4 above, or in paragraph (d)
below, no negotiations are being undertaken or are underway by Wesley
Jessen in response to the Bausch & Lomb Offer which relate to a tender
offer or other acquisition of Wesley Jessen's securities by Wesley Jessen,
any subsidiary of Wesley Jessen or any other person.
(b) Except as indicated in Items 3 and 4 above, or in paragraph (d)
below, no negotiations are being undertaken or are underway by Wesley
Jessen in response to the Bausch & Lomb Offer which relate to, or would
result in, (i) an extraordinary transaction, such as a merger,
reorganization or liquidation, involving Wesley Jessen or any subsidiary of
Wesley Jessen, (ii) a purchase, sale or transfer of a material amount of
assets by Wesley Jessen or any subsidiary of Wesley Jessen, or (iii) any
material change in the present dividend rate or policy, or indebtedness or
capitalization of Wesley Jessen.
A new paragraph (d) is hereby added to Item 7 as follows:
(d) With the consent of Ocular, Wesley Jessen has commenced preliminary
discussions with a third party concerning a possible transaction involving
Wesley Jessen. In this connection, the Wesley Jessen Board has adopted a
resolution stating that disclosure of the possible terms of or the parties
to any such transaction with a third party would jeopardize continuation of
such discussions and, accordingly, has instructed Wesley Jessen management
not to make any such disclosures unless and until an agreement, arrangement
or understanding with such third party has been reached which requires
disclosure.
Item 9. Exhibits.
The safe harbor provisions for forward looking statements under the Private
Securities Litigation Reform Act of 1995 are not applicable to the
communications contained in the attached press release 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.
Item 9 is hereby amended and supplemented as follows:
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
Press release issued by Wesley Jessen VisionCare, Inc. on April
10. 24, 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 24, 2000
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EXHIBIT 10
Contact: George Sard/David Reno/Tina Johnson
Sard Verbinnen & Co.
(212) 687-8080
WESLEY JESSEN COMMENCES DISCUSSION WITH THIRD PARTY
RELATING TO POSSIBLE TRANSACTION
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DES PLAINES, IL, April 24, 2000--Wesley Jessen VisionCare, Inc. (NASDAQ:
WJCO), the world's leading manufacturer of specialty soft contact lenses,
today announced that it has commenced discussions with a third party relating
to a possible transaction involving Wesley Jessen. Wesley Jessen is the
subject of a hostile tender offer by Bausch & Lomb, Inc. (NYSE: BOL) and is a
party to a merger agreement with Ocular Sciences, Inc. (NASDAQ: OCLR). Wesley
Jessen's preliminary discussions with the third party are being conducted with
the consent of Ocular Sciences.
Wesley Jessen previously disclosed that its Board has instructed its
management and advisors to hold discussions with Bausch & Lomb with the
objective of eliciting Bausch & Lomb's best proposal. Wesley Jessen stated
that any improved acquisition proposal from Bausch & Lomb would be evaluated
in comparison to the significant shareholder value that the Wesley Jessen
Board believes could be achieved in a transaction with Ocular Sciences.
The Wesley Jessen/Ocular Sciences merger agreement remains in full force
and effect. Any actions taken by the Wesley Jessen Board will be consistent
with this agreement.
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.
* * *
SAFE HARBOR STATEMENT
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 September 30, 1999.
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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 http://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, dated
March 21, 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 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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