March 23, 1995
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Re: Bausch & Lomb Incorporated
File No. 1-4105
Dear Sirs:
On behalf of Bausch & Lomb Incorporated (the
"Company"), proxy materials of the Company for its
annual meeting of shareholders to be held on April 25,
1995 are being transmitted electronically to you, in
accordance with EDGAR, for filing pursuant to Rule 14a-
6(b) of Regulation 14A promulgated under the Securities
Exchange Act of 1934. The proxy materials consist of
Schedule 14A, Notice of Meeting, Proxy Statement, Form
of Proxy, a cover letter to shareholders and a
reservation card. It is intended that copies of the
proxy materials will be mailed to shareholders on
Friday, March 17, 1995.
The filing fee of $125.00 has been transferred to the
Commission's account at Mellon Bank in Pittsburgh,
Pennsylvania.
The Company's 1994 Annual Report to its shareholders,
which will accompany the proxy materials being sent to
shareholders, was filed electronically on March __,
1995 for the Commission's information pursuant to Rule
14a-3(c) of Regulation 14A by Daniels Printing Company
in a separate transmission.
Pursuant to Rule 901(d) of Regulation S-T, one paper
copy of this filing will be submitted to the Commission
within six business days of this date. Paper copies of
this filing have been sent to the New York Stock
Exchange (to satisfy Rule 14a-6(b) and the rules of the
New York Stock Exchange) and Charles C. Leber, the
Company's Branch Chief in the Division of Corporation
Finance (to satisfy Rule 304(d) of Regulation ST).
If you have any questions relating to this letter,
please contact Jean F. Geisel, Assistant Secretary of
the Company, at (716) 338-6010. Very truly yours,
/s/ Stephen A. Hellrung
Stephen A. Hellrung
Vice President, Secretary and General Counsel
Paper copies to:
Securities and Exchange Commission
Charles C. Leber, Division Branch Chief
(Via Overnight Courier)
New York Stock Exchange
Rick Wohlmacher (Via Overnight Courier)
THIS CONFORMING PAPER FORMAT IS BEING SUBMITTED
PURSUANT
TO RULE 901(D) OF REGULATION S-T
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant X
Filed by a Party other than the Registrant __
Check the appropriate box:
/_ / Preliminary Proxy Statement
/X / Definitive Proxy Statement
/_ / Definitive Additional Materials
/_ / Soliciting Material Pursuant to Section 240.14a-
11(c) or Section 240.14a-12
Bausch & Lomb Incorporated
(Name of Registrant as Specified In Its Charter)
Stephen A. Hellrung
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a
6(i)(1), or 14a-6(j)(2)
/_ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3)
/_ / Fee computed on table below per Exchange Act Rules
14a6(i)(4) and 0-11
1) Title of each class of securities to which
transaction applies: Common Stock
2) Aggregate number of securities to which transaction
applies: ________________
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:*
N/A
4) Proposed maximum aggregate value of transaction: N/A
* Set forth the amount on which the filing fee is
calculated and state how it was determined.
/_ / Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid: N/A
2) Form, Schedule or Registration Statement
No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
Notes:
<PAGE>
NOTICE OF
ANNUAL
MEETING and
PROXY
STATEMENT
1995
BAUSCH & LOMB
One Chase Square
Rochester, New York 14604
<PAGE>
March 23, 1995
Dear Shareholder:
You are cordially invited to attend the 1995 annual
meeting of shareholders to be held in Rochester, New
York, on Tuesday, April 25, at 10:30 a.m.
In addition to discussing 1994 developments within the
Company, shareholders will consider and act upon matters
described in detail in the attached notice of meeting and
proxy statement.
Regardless of your plans for attending in person, your
vote is important and we would appreciate the prompt
return of your signed proxy card in the enclosed
envelope.
I hope you will be present at this year's meeting. If
you plan to attend, please also sign and return the
enclosed reservation card.
Sincerely,
[DEG Signature]
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Bausch & Lomb
Incorporated will be held at the Hyatt Regency Rochester,
125 East Main Street, Rochester, New York, on Tuesday,
April 25, 1995, at 10:30 a.m. for the following purposes:
1. To elect three directors to the class whose term will
expire in 1998.
2. To ratify the appointment of Price Waterhouse LLP as
independent accountants for 1995.
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
March 10, 1995 as the record date for the determination
of the shareholders entitled to notice of, and to vote
at, the meeting.
Shareholders are requested to sign, date and return the
enclosed proxy card promptly to ensure its arrival in
time for the meeting. If you plan to attend the meeting,
please also sign, date and return the reservation card.
The accompanying envelope will not require postage if
mailed in the United States.
By Order of the Board of Directors
Stephen A. Hellrung, Secretary
March 23, 1995
Rochester, New York
<PAGE>
PROXY STATEMENT
The enclosed proxy is solicited by authority granted by
the Board of Directors of the Company on February 28,
1995. When a proxy is returned properly signed, the
shares represented thereby will be voted by the proxies
in accordance with the shareholder's directions. If the
proxy is signed and returned without choices having been
specified, the shares will be voted for the election as
directors of the persons named herein and for the
ratification of the appointment of Price Waterhouse LLP
as independent accountants for 1995. If for any reason
any of the nominees for election as directors shall
become unavailable for election, discretionary authority
may be exercised by the proxies to vote for substitutes
proposed by the Board of Directors of the Company.
If a shareholder is a participant in the Bausch & Lomb
Savings Plus Plan or the Dahlberg Incentive Savings Plan,
the proxy represents the shares held in such Plans as
well as shares registered in the shareholder's name. If
a proxy representing shares in the Bausch & Lomb Plan is
not returned, those shares will be voted by the trustee
of the Plan in accordance with the direction of the
majority of shares voted by other participants in the
Plan. If a proxy representing shares in the Dahlberg
Plan is not returned, those shares will be voted by the
trustee of the Plan in the same proportion as those
shares for which proxies have been received.
A shareholder giving a proxy has the right to revoke it
at any time before it is voted by filing with the
Secretary of the Company a written notice of revocation,
or a duly executed later-dated proxy, or by requesting
return of the proxy at the annual meeting of shareholders
and voting in person.
Only record holders of voting Common and Class B stock at
the close of business on March 10, 1995 are entitled to
notice of, and to vote at, the annual meeting of
shareholders. As of February 28, 1995, the Company had
outstanding 58,176,939
shares of voting stock consisting of 57,352,292 shares of
Common stock and 824,647 shares of Class B stock, each
entitled to one vote per share at the annual meeting of
shareholders.
The approximate date on which the enclosed form of proxy
and this proxy statement are first being sent to
shareholders is March 23, 1995.
Board of Directors
The Board of Directors of the Company met six times in
1994. All of the directors attended 75% or more of the
aggregate number of applicable Board and committee
meetings held during the year.
Board members who are not employees of the Company
receive an annual retainer of $25,000, a fee of $2,000
for each Board meeting, $1,000 for each committee meeting
held on the same day as a Board meeting, and $2,000 for
each committee meeting held on a day other than a Board
meeting day. In addition, Board members who chair
committees and
are not employees of the Company receive a $3,000 annual
fee.
Under the 1990 Stock Incentive Plan, each year non-
employee directors also receive non-qualified, fully
vested options to purchase shares of Class B stock of the
Company. The number of options is determined by a fixed
formula set forth in the Plan, and the exercise price of
all such options is determined by the market value of the
Company's Common stock on the date of grant. For fiscal
year 1994, each nonemployee director was granted 2,399
options for Class B shares.
The Company maintains a charitable contribution program,
under which charitable contributions in the amount of
$250,000 are made on behalf of each director who attains
five years of service with the Company, payable at the
director's death. The Company maintains insurance on the
lives of its directors to fund this program and requires
that each organization designated by a director to
receive a contribution be a bona fide, tax-exempt
charitable organization.
Committees of the Board
The Board has established four standing committees to
assist it in carrying out its responsibilities: the
Executive Committee, Audit Committee, Committee on
Directors and Committee on Management.
The members of the Executive Committee are Franklin E.
Agnew, William Balderston III, Daniel E. Gill, John R.
Purcell and Robert L. Tarnow. This Committee met three
times in 1994 and, with certain exceptions, possesses all
of the authority of the full Board.
The members of the Audit Committee are Linda Johnson
Rice, Alvin W. Trivelpiece and Kenneth L. Wolfe. This
Committee has responsibility for reviewing the scope and
results of the independent accountants' annual
examination of the Company's consolidated financial
statements; reviewing the overall adequacy of internal
controls with the Company's internal auditors;
recommending to the Board of Directors the appointment of
the independent accountants; and providing for
direct communications between the Board of Directors and
the independent accountants and internal auditors. The
Committee met three times in 1994.
The members of the Committee on Directors are Franklin E.
Agnew, William Balderston III, John R. Purcell and Robert
L. Tarnow. The Committee, which met two times in 1994,
is responsible for making recommendations to the Board on
all matters relating to directors, including compensation
of directors and composition of the Board of Directors.
It also considers nominees for directors, including those
recommended by shareholders. The Company's By-Laws
provide that shareholder submissions must include
sufficient biographical information concerning the
recommended individual, including age, address,
employment history and board memberships, if any.
Shareholder recommendations must be received at the above
offices of the Company no fewer than 90 days prior to the
date of the annual meeting of shareholders to be
considered for nomination at such annual meeting. The
ByLaws also provide that any candidate
nominated must submit a signed statement to the Secretary
of the Company that he or she consents to being a nominee
and, if elected, intends to serve as a director. Such
statement must be received by the Secretary of the
Company at least 24 hours prior to the date of the annual
meeting of shareholders at which the election will be
conducted.
The members of the Committee on Management are Bradford
R. Boss, Ruth R. McMullin and William H. Waltrip. This
Committee has general responsibility for recommending to
the Board remuneration for the Chief Executive Officer
and determining the remuneration of other officers
elected by the Board; approval of payments under the
Company's Executive Incentive Compensation Plan; granting
options under and otherwise administering the Company's
stock incentive plans; and approving and administering
any other compensation plans in which officers elected by
the Board are eligible to participate. The Committee
also reviews and ensures that a process is in place to
provide continuity and succession of officers and key
employees. The Committee met five times in 1994.
Election of Directors
The Board of Directors currently has 12 members and,
pursuant to the Company's By-Laws, is divided into three
classes, for which the terms of office will expire,
respectively, on the dates of the annual meetings of
shareholders in 1995, 1996 and 1997. One class is
elected each year to serve for three years.
It is the policy of the Company that when a director
reaches age 70 during his or her term of office, he or
she shall retire as a director effective on the date of
the next annual meeting of shareholders. In accordance
with this policy, Mr. Robert L. Tarnow, who has been a
director of the Company since 1984, will be retiring from
service on the Board of Directors at the time of the
annual meeting of shareholders.
The directors whose terms expire at the 1995 annual
meeting of shareholders are William Balderston III,
Bradford R. Boss and Kenneth L. Wolfe. Ronald L.
Zarrella, whose term also would have expired at that
time, resigned from the Company on November 30, 1994.
The Board of Directors has accordingly fixed the number
of directors to be elected at the 1995
Annual Meeting of Shareholders at three. Messrs.
Balderston, Boss and Wolfe are nominated to stand for re-
election to serve until the 1998 annual meeting.
Directors are elected by a plurality of the votes cast by
the holders of the Company's Common and Class B stock at
a meeting at which a quorum of shares is represented.
This means that those nominees receiving the largest
number of votes cast are elected, up to the maximum
number of directors to be elected at the meeting. As a
result, any shares not voted (whether by abstention,
broker non-vote or otherwise) have no impact on the
election of directors, except to the extent that the
failure to vote for a particular nominee may result in
another nominee receiving a larger number of votes.
The names of, and certain information with respect to,
the persons nominated for election as directors, as well
as those directors continuing in office, are presented
below. <PAGE>
Nominees for Election as Directors - Term Expiring
1998
[Picture of William Balderston III
William Balderston III] Director Since: 1989
Age: 67
Stock Owned: 12,238 shares
(includes 9,838 options)
Principal Occupation: Retired. Formerly Executive Vice
President, The Chase Manhattan Bank, N.A.
General Background: Mr. Balderston held various
executive positions from 1966 until his retirement in
1993 with The Chase Manhattan Bank and its predecessor
banks. He was elected president of Chase Lincoln First
Bank in 1980, chief
executive officer in 1984 and chairman in 1986. He was
named executive vice president of The Chase Manhattan
Bank and vice chairman of Chase Lincoln First Bank in
1991. Mr. Balderston is a director of Rochester Gas and
Electric Corporation and Home Properties of New York,
Inc.
[Picture of Bradford R. Boss
Bradford R. Boss] Director Since: 1986
Age: 62
Stock Owned: 15,108 shares
(includes 11,908 options)
Principal Occupation: Chairman of the Board, A. T.
Cross Company.
General Background: Mr. Boss has served since 1979 as
chairman of the board and from 1979 to 1993 as chief
executive officer of the A. T. Cross Company, a
manufacturer of writing instruments. From 1971 to 1979
he served as president. Mr. Boss is a director of Fleet
Financial Group, Inc.
[Picture of Kenneth L. Wolfe
Kenneth L. Wolfe] Director Since:
1989
Age: 56
Stock Owned: 12,056
shares (includes
9,838 options)
Principal Occupation: Chairman of the Board and Chief
Executive Officer, Hershey Foods Corporation.
General Background: Mr. Wolfe has served since 1994 as
chairman and chief executive officer of Hershey Foods
Corporation, a food products manufacturing firm. He
joined that firm in 1968 and held various executive
positions before being appointed vice president and chief
financial officer in 1981. In 1984, Mr. Wolfe was named
senior vice president. From 1985 until 1993, he was
president and chief operating officer. Mr. Wolfe is a
director of the Hershey Trust Company.
<PAGE>
Directors Continuing in Office
Term Expiring 1996
[Picture of Jay T. Holmes
Jay T. Holmes] Director Since: 1986
Age: 52
Stock Owned: 122,624 shares
(includes 64,208 options)
Principal Occupation: Executive Vice President and Chief
Administrative Officer, Bausch & Lomb Incorporated.
General Background: Mr. Holmes joined Bausch & Lomb in
1981 as vice president, general counsel and secretary.
He was named senior vice president - corporate affairs
and secretary in 1983, chief administrative officer in
December 1994 and executive vice president in March 1995.
From 1971 to 1981, he held several positions in the law
division of A. E. Staley Manufacturing Company and, for
the last six of those years, served as its general
counsel. Mr. Holmes is a director of Rochester Gas and
Electric Corporation and Blue Cross and Blue Shield of
the Rochester Area.
[Picture of John R. Purcell
John R. Purcell] Director Since: 1976
Age: 63
Stock Owned: 21,908 shares
(includes 11,908 options)
Principal Occupation: Chairman and Chief Executive
Officer, Grenadier Associates, Ltd.
General Background: Mr. Purcell has served since 1989
as chairman and chief executive officer of Grenadier
Associates, Ltd., a venture banking firm. Since 1991, he
has also served as chairman of Donnelley Marketing, Inc.,
a data-based direct marketing company. From 1987 until
1990, he served as chairman of Mindscape, Inc., an
educational and entertainment computer software company.
Mr. Purcell served from 1982 until 1986 as chairman and
president of SFN Companies, Inc., a communications
company. Prior to that he served as executive vice
president of CBS, Inc. and as vice president, finance of
Gannett Co., Inc. He is a director of Omnicom Group,
Inc., Playboy Enterprises, Inc., Donnelley Marketing,
Inc. and Technology Solutions Company.
[Picture of Alvin W. Trivelpiece, Ph.D.
Alvin W. Trivelpiece] Director Since: 1989
Age: 64
Stock Owned: 12,480 shares
(includes 8,980 options)
Principal Occupation: Director, Oak Ridge National
Laboratory and Vice President, Martin Marietta Energy
Systems, Inc.
General Background: Dr. Trivelpiece has served since
1989 as director of the Oak Ridge National Laboratory, a
multiprogram science and energy research laboratory
managed by Martin Marietta Energy Systems, Inc. for the
U.S. Department of Energy. He also serves as a vice
president of Martin Marietta Energy Systems, Inc., which
manages several other Department of Energy facilities.
He was director of the Office of Energy Research for the
U.S. Department of Energy from 1981 to 1987. From 1987
to 1989,
he was the executive officer of the American
Association for the Advancement of Science.
[Picture of William H. Waltrip
William H. Waltrip] Director Since: 1985
Age: 57
Stock Owned: 11,376 shares
(includes 8,980 options)
Principal Occupation: Chairman and Chief Executive
Officer, Technology Solutions Company.
General Background: Mr. Waltrip has served since 1993 as
chairman and chief executive officer of Technology
Solutions Company, a systems integration company. He was
chairman and chief executive officer of Biggers Brothers,
Inc., a food service distribution company, from 1991 to
1993, and was a consultant to private industry from 1988
to 1991. From 1985 to 1988, he served as president and
chief operating officer of IU International Corporation,
a transportation,
environmental and distribution company. Earlier, he had
been president, chief executive officer and a director of
Purolator Courier Corporation. He is a director of
Recognition Equipment, Inc., Teachers Insurance and
Annuity Association and Thomas & Betts Corporation.
<PAGE>
Directors Continuing in Office
Term Expiring 1997
[Picture of Franklin E. Agnew
Franklin E. Agnew] Director Since: 1982
Age: 60
Stock Owned: 15,908 shares
(includes 11,908 options)
Principal Occupation: Business Consultant.
General Background: Mr. Agnew serves as a business
consultant to private industry. From 1989 until 1990,
Mr. Agnew was trustee in reorganization of Sharon Steel
Corporation. From 1971 until 1986, Mr. Agnew was a
director of H. J. Heinz Company, a worldwide provider of
processed food products and services, and from 1973
until 1986 was a
group executive with responsibility for various Heinz
affiliates. Mr. Agnew is a director of John Wiley &
Sons, Inc. and Prudential Insurance Company.
[Picture of Daniel E. Gill
Daniel E. Gill] Director Since: 1978
Age: 58
Stock Owned: 398,418
shares (includes 256,668
options)
Principal Occupation: Chairman and Chief Executive
Officer, Bausch & Lomb Incorporated.
General Background: Mr. Gill has served as chief
executive officer of the Company since 1981 and was named
chairman in 1982. He joined Bausch & Lomb in 1978 and
was named chief operating officer of the Company in 1980.
Mr. Gill came
to Bausch & Lomb from Abbott Laboratories, where he had
been president of the Hospital Products Division and a
corporate vice president. Mr. Gill is a director of
Reebok International Ltd. and Frontier Corp.
[Picture of Ruth R. McMullin
Ruth R. McMullin] Director Since: 1987
Age: 53
Stock Owned: 14,631 shares
(includes 8,838 options)
Principal Occupation: Management Fellow, Yale School of
Management.
General Background: Mrs. McMullin joined the faculty of
the Yale School of Management, with her appointment as a
Management Fellow in the fall of 1994. From 1992 to
March 1994 she was president and chief executive officer
of the Harvard Business School Publishing Corporation.
From 1990 to 1992, Mrs. McMullin was a consultant to
private industry, and from 1991 to 1992 she was also
acting chief executive officer of UNR Industries, Inc.
and a member of that company's chairman's committee.
From 1989 to 1990, Mrs. McMullin was president and chief
executive officer of John Wiley & Sons, Inc., a
publishing company. She joined that company as executive
vice president and chief operating officer in 1987.
She is a director of Fleet
Financial Group, Inc., Middlesex Mutual Assurance Company
and UNR Industries, Inc.
[Picture of Linda Johnson Rice
Linda Johnson Rice] Director Since:
1990
Age: 37
Stock Owned: 10,980
shares (includes
8,980 options)
Principal Occupation: President and Chief Operating
Officer, Johnson Publishing Company, Inc.
General Background: Mrs. Johnson Rice is president and
chief operating officer of Johnson Publishing Company.
In addition to management of the Company, she oversees
the editorial content of Ebony, Jet and Ebony Man
magazines. She is also creative consultant for Fashion
Fair Cosmetics, a division of Johnson Publishing. Mrs.
Johnson Rice is a director of Bank of America Illinois
and The Dial Corp.
<PAGE>
<TABLE>
Security Ownership of Certain Beneficial
Owners and Management
Beneficial Owners of More than 5% of the Company's
Voting Stock
<CAPTION>
Percent of
Name and Address
Outstanding
of Beneficial Owners Number of Shares Voting
Stock
<S> <C> <C>
J.P. Morgan & Co., 6,759,435 <F1>
11.4%
Incorporated
60 Wall Street
New York, NY 10260
Lazard Freres & Co. 3,445,895 <F2>
5.8% One Rockefeller Plaza
New York, NY 10020
<FN>
<F1> Shares are as of December 30, 1994 and include
3,973,550 shares with respect to which there is sole power
to vote; 24,870 shares with respect to which there is
shared power to vote; 6,729,265 shares with respect to
which there is sole power of disposition; and 30,170
shares with respect to which there is shared power of
disposition.
<F2> Shares are as of February 14, 1995 and include
2,669,345 shares with respect to which there is sole power
to vote and 3,439,895 to which there is sole power of
disposition.
</TABLE>
Security Ownership of Management
Presented below is information concerning the amount of
Company stock beneficially owned by each director and
director nominee, each non-director officer named in the
Summary Compensation Table appearing on page 22, and all
directors and officers of the Company as a group. All
numbers stated are as of February 28, 1995, and include
beneficial ownership of shares of Common and Class B
stock, which are identical with respect to dividend and
liquidation rights and vote together as a single class for
all purposes.
Except for Class B stock, which is transferable only in
accordance with the terms of the Company's Stock Incentive
Plan under which it was acquired, and except as otherwise
indicated, sole voting and investment power exists with
respect to all shares listed as beneficially owned. No
individual named below beneficially owns more than 1% of
the Company's outstanding voting stock, and the shares
beneficially owned by all directors and officers as a
group constitute 3.1% of the Company's outstanding voting
stock.
<TABLE>
<CAPTION>
Name of Amount and Nature
Beneficial Owner of Beneficial Ownership
<S> <C>
Franklin E. Agnew 15,908
<F1>
William Balderston III 12,238
<F2>
Bradford R. Boss 15,108
<F1>
James C. Foster 35,906
<F3>
Daniel E. Gill 398,418
<F4>
Jay T. Holmes 122,624
<F5>
James E. Kanaley 108,507
<F6>
Ruth R. McMullin 14,631
<F7>
John R. Purcell 21,908
<F1>
Linda Johnson Rice 10,980
<F8>
Carl E. Sassano 62,956
<F9>
Robert L. Tarnow 16,243
<F2>
Alvin W. Trivelpiece 12,480
<F8>
William H. Waltrip 11,376
<F8>
Kenneth L. Wolfe 12,056
<F2>
Ronald L. Zarrella 36,064
<F10>
All Directors and Officers 1,819,776
as a group (37 persons)
<FN>
<F1> Includes 11,908 shares which may be acquired
within
60 days through the exercise of stock options.
<F2> Includes 9,838 shares which may be acquired
within
60 days through the exercise of stock options.
<F3> Includes 18,029 shares which may be acquired
within
60 days through the exercise of stock options.
<F4> Includes 256,668 shares and 7,188 shares,
respectively, which may be acquired within 60 days through
the exercise of stock options and acquired under the
Savings Plus Plan.
<F5> Includes 64,208 shares and 2,888 shares,
respectively, which may be acquired within 60 days through
the exercise of stock options and acquired under the
Savings Plus Plan.
<F6> Includes 70,374 shares and 3,179 shares,
respectively, which may be acquired within 60 days through
the exercise of stock options and acquired under the
Savings Plus Plan.
<F7> Includes 8,838 shares which may be acquired
within
60 days through the exercise of stock options.
<F8> Includes 8,980 shares which may be acquired
within
60 days through the exercise of stock options.
<F9> Includes 27,356 shares and 3,088 shares,
respectively, which may be acquired within 60 days through
the exercise of stock options and acquired under the
Savings Plus Plan.
<F10> Includes 1,497 shares which may be acquired
under
the Savings Plus Plan.
</TABLE>
The Company's directors and officers are required to file
reports with the Securities and Exchange Commission
concerning their ownership of Company stock. Based on its
review of such reports, the Company believes that all
filing
requirements were met by its directors and officers during
1994.
Executive Compensation
Report of the Committee on Management
The Committee on Management of the Board of Directors,
composed of three non-employee directors of the Company,
is charged with overseeing executive compensation, the
organizational structure of the Company, and continuity of
the organization through succession planning for senior
executive positions in the Company. The Committee meets
at least three times a year and reviews and approves the
design of executive incentive and stock plans, reviews and
approves individual awards for senior officers of the
Company, reviews the planning and progress of any
management changes in the organization, ensures that there
is a process in place for management continuity, and
reviews succession plans for all officer positions and
other key employees. A key function of the Committee on
Management is evaluating, and establishing performance
criteria for, the Chief Executive Officer.
In 1994, the Committee recommended, and the Board
approved, a new process for formally evaluating the Chief
Executive Officer. The first performance cycle will be
1995. Factors considered, on an unweighted basis, will
include strategic direction, financial/operating results,
organizational leadership and internal/external relations.
In 1994, the Committee met five times. In advance of each
meeting, management reviews the agenda with the Committee
Chair and, prior to the meeting, each Committee member
receives a complete briefing book, which details each
topic to be considered by the Committee. The Committee
Chair briefs the full Board of Directors on any key
actions and discussion.
The Company's operating performance in 1994 was well below
the objectives established by the Board and management.
As explained in the following sections, the Company's
compensation philosophy -- making significant portions of
compensation contingent on performance -- resulted in
significant reductions in 1994 annual, long-term and stock
incentive awards compared to levels in prior years.
In conjunction with the Company's reexamination of certain
sales reported in 1993, including those relating to
marketing programs in the U.S. Contact Lens Division,
certain items were identified as having been
inappropriately recorded as sales. These items are not,
however, believed to be material to the Company's 1993
fullyear results. The Committee on Management reexamined
1993 annual and long-term incentive awards in light of
such accounting issues. The Committee on Management
concluded that any positive impact of those items on 1993
awards was more than offset by their adverse impact on
1994 performance and on 1994 awards.
Compensation Philosophy and Policy
The Executive Compensation Plan at Bausch & Lomb is
designed to reward and motivate executives responsible
for attaining financial and strategic objectives which
are essential for Bausch & Lomb's success and for
continued growth in shareholder value. The Plan is also
structured to attract and retain the highest caliber executives.
The Bausch & Lomb program provides a competitive level of
total compensation opportunity and offers incentive and
equity ownership opportunities closely linked to annual
and long-term Company performance and to shareholder
returns. The Company believes that it is in the best
interest of its shareholders to reward executives through
the use of such incentive programs when performance
expectations are achieved.
To maintain a competitive level of compensation, the
Company commissions an independent consulting firm to
conduct an annual survey of executive compensation in a
group of 14 companies engaged in production of prescription and over-
thecounter health care products. This annual survey
compares Bausch & Lomb's total executive compensation
opportunity (salary and short- and long-term incentives)
to the compensation of matched jobs in the peer group of
companies, based on the relative size of the company or
the division which the executive leads. The study
includes base compensation, as well as annual incentives
and longterm incentives, including stock-based
compensation. The aggregate compensation package is
targeted to pay at the 66th percentile of the peer group
of companies, but only if performance criteria
are achieved (i.e., if financial performance and stock
appreciation meet expectations). The relative financial
performance of Bausch & Lomb and its peer group, together
with the compensation survey results, are reviewed by the
Committee at least annually.
The surveyed companies were selected based on the
following criteria: (i) the similarity of their product
lines to those of Bausch & Lomb; (ii) the competitive
market for executive talent; and (iii) the availability
of compensation data provided confidentially to a third
party. Thus, while a majority of the companies included
in the compensation survey are also part of the industry
group presented in the Performance Graph on page 32, the
groups are not identical.
After considering the survey data, business objectives,
and compensation philosophy and strategy, the Committee
determines targeted levels of base compensation, long-
and short-term incentives, and stock options for the
officers of the Company. In approving salary and
incentive payments for individuals other than Mr. Gill,
the Committee also considers recommendations made by Mr.
Gill.
The compensation plan for executives is reviewed for its
total value and for its mix of compensation vehicles.
For the senior officers presented in this proxy
statement, the compensation package emphasizes variable
(performance driven) over fixed (base) compensation, and
balances annual and longer term incentives. The key elements of Bausch &
Lomb's executive compensation include base pay, incentive
awards based on annual and long-term performance, and
stock grants and options. Each of these elements is
discussed in greater detail in the following sections.
As to incentive and stock-based compensation, the Company
seeks to comply with Section 162(m) of the Internal
Revenue Code which limits deductibility of annual
compensation exceeding one million dollars, unless plans
providing such excess compensation enjoy shareholder
approval and conform to guidelines stated in the tax
regulations. Thus, both annual and long-term incentives conforming to the
tax guidelines were submitted to and approved by the Company's
shareholders in 1994.
Base Pay
Base pay levels and increases for each officer take into
consideration the individual's current performance,
experience, the scope and complexity of his or her
position within the Company and the external competitive
marketplace for comparable positions at peer companies.
Base pay for officers is reviewed twice each year, and
generally adjusted annually. In 1994, the Company's
average officer base compensation was at the 66th
percentile of peer group officer base pay, as targeted by
the Committee.
On December 13, 1993, the Committee recommended, and the
Board of Directors approved, a 5% increase in Mr. Gill's
base salary, to $1,000,000 for 1994. In determining this
salary, the Board considered the targeted percentile for
aggregate compensation, the chief executive officer
compensation (on a size adjusted basis) and compensation
forecasts among the surveyed companies, as well as the
1993 financial and strategic performance of the Company,
Mr. Gill's leadership role, and Mr. Gill's thirteen years
of service as Chief Executive Officer. The Committee
does not assign weights to the foregoing factors in its
overall assessment. Based on this overall assessment of
performance, leadership, and service, Mr. Gill's 1994
base pay was set at 12% above the midpoint of his salary
grade.
Annual Incentive Awards
Under the Company's Executive Incentive Compensation
Program, corporate officers are eligible for annual
incentive awards, based on a combination of corporate,
individual and, for officers with operating unit
responsibilities, operating unit performance. The bonus
target for each officer is expressed as a percentage of
base pay, falling within a range of 3065%, depending upon
the position, with Mr. Gill's at 65%. These incentive
targets are just below the average or 50th percentile of
the peer group. They are based on a review of
competitive bonus targets (also assessed annually in the
survey of peer companies), and the Company's emphasis on
performancerelated compensation. The minimum payout is
zero, and the maximum payout is 175% of the target
payment.
Under the annual incentive plan, objectives are
established at the beginning of each year. Minimum and
maximum performance levels are also defined. An
individual's objectives may include corporate, division or individual
goals or some combination of these. Mr. Gill's goals are
based solely on the overall performance of the Company.
Company goals include the following criteria and
weightings: sales growth, 30%; earnings growth, 30%;
return on equity, 30%; and improvement in aggregate
customer satisfaction ratings from operating divisions,
10%. For officers managing operating units, the division
goals generally include sales growth, earnings growth,
asset management and other operating or strategic goals
pertinent to that business.
Bausch & Lomb establishes performance goals, with a
significant increase or reduction in incentive payments
if actual performance exceeds or fails to meet specified
levels.
In 1994, the Company did not meet its incentive targets,
and Mr. Gill received no bonus. Bonus payouts for all
other officers based on 1994 performance averaged 56%
less than payouts for 1993 performance. Mr. Foster's
annual bonus included an additional lump sum award of
$24,509 above the calculated bonus, in lieu of a base pay
increase foregone in 1994. Mr. Kanaley's calculated
bonus rating was adjusted 10% in accordance with the
provisions of the plan.
For 1994, a cash flow incentive plan was designed and
implemented to heighten awareness and attainment of cash
flow objectives. Mr. Gill was not eligible to participate
in this plan. Each operating unit prepared a goal of cash
flow in excess of operating plan goals. A pool equal to
2% of the incremental cash flow over plan was created.
The plan awarded up to 10% of base pay to nominated
participants if both annual incentive and incremental
cash flow goals were attained. Messrs. Kanaley and Foster
earned $28,700 and $21,500, respectively. Officers as a
group earned $131,365 in the cash flow plan.
Long-Term Incentive Awards
The package of long-term incentives offered to officers
in 1994 included stock options and a long-term
performance plan. Consistent with overall compensation
philosophy, the package of long-term incentives is
targeted at the 66th percentile of peer company long-term
incentive awards.
Stock option awards are determined by reviewing peer
group data, from which competitive multiples of pay are
set for each salary grade. This percentage is multiplied
by the salary midpoint and then divided by the stock
price to set the number of options. The Committee may
then vary the award based on factors which may include
Company or individual performance. In 1994, the
Committee did not anticipate granting any standard stock
option awards because in 1993 awards exceeded the
calculated amount. However, 1994 stock price performance
issues caused earlier awards to lose their retentive
compensation value. To reestablish a modest retentive
element of executive compensation, the Committee
therefore approved option awards of nearly one-half of
the calculated amount. These awards will vest over a
three-year period.
Senior officers have been designated to participate in
the Company's current Long-Term Performance Stock Plan I.
For the top three corporate positions, which include the
Chief Executive Officer, Chief Administrative Officer and Chief
Financial Officer, three-year goals of cumulative sales
growth and return on equity have been set annually by the
Committee on Management. The performance matrix is
relatively more sensitive to each percent of return on
equity improvement than to each percent of sales growth.
The targets are based on Bausch & Lomb's long-term
strategic plans and historic analysis of Bausch & Lomb
and its peer companies' performance.
For the cycle starting in 1993, for officers who head
major business units, three-year goals were based solely
on key strategic financial measures for that operating
unit such as sales and earnings growth, product
development and manufacturing costs. The Company also
set targets for officers in staff positions relevant to
their functions; those officers are also rated on overall
corporate performance with respect to return on equity
and sales growth.
The target award for each officer is based on the scope
and complexity of the position and competitive
compensation data. At the beginning of each three-year
cycle, the executive is credited with stock-related
performance units valued at onehalf the target award for
that cycle. During the cycle, the only payments actually
received are "dividend equivalents" on the performance
units equal to the dividends paid to shareholders on an
equivalent number of shares of Common stock. For the
cycle beginning in 1994, dividend equivalents are
accrued. The award at the end of the cycle is based on
actual performance compared to the defined goals.
Generally, half of the award is paid in cash, and the
remainder is paid by converting the performance units
(adjusted to reflect actual performance) into stock. The
plan is thus aligned with both financial results and
shareholder value, as the percentage payout of cash and
units varies with financial performance, and the value of
the units varies with the stock price. For the cycle
beginning in 1993, the cash payout may range from 0200%,
and the performance unit payout may range from 50200% of
the targeted award.
The Company's sales growth and return on equity over the
three-year cycle, 1992, 1993 and 1994, did not meet the
established goals, resulting in no payout to Mr. Gill or
any other officer under the Long-Term Incentive Plan.
For the long-term performance cycle which covered the
years 1993, 1994 and 1995, officers were eligible for
minimum pro rata payouts if goals were clearly
unachievable. Messrs. Foster and Sassano received
threshold, pro rata payouts under the Plan feature
amounting to cash of $19,892 and $0 and shares of 385 and
333, respectively. Officers as a group received payouts
of $181,548 and 3,850 shares of stock.
Based on projected financial results, no future payout to
remaining participants is anticipated for corporate
results; 30% of the original participants anticipate some
payout based on individual and division goal achievement.
Supplemental Executive Retirement Plan
An additional key element of total compensation for
Messrs. Gill and Holmes is the Supplemental Executive
Retirement Plan ("SERP")I and the associated tax payments made with
respect to Plan contributions on behalf of the
participants. In 1985, the Company put this Plan in
place for Messrs. Gill and Holmes, funded by life
insurance to minimize the cost to the Company. This Plan
was designed to provide a competitive retirement benefit
(60% replacement ratio) for senior officers who forfeited
accrued retirement benefits by coming to Bausch & Lomb in
mid-career. As this benefit has neither the tax
advantages nor the security of a tax-qualified government
insured plan, it is being currently expensed and funded
in secular trusts. Contributions to the trusts are
taxable income to the participants, and the income
presented in this proxy statement for Messrs. Gill and
Holmes includes payments to offset the income tax
liability. Mr. Kanaley participates in Supplemental
Executive Retirement Plan II, which is described on page
33. Mr. Zarrella also participated in this Plan. Mr.
Sassano participates in Supplemental Executive Retirement
Plan III, which is described on page 33. Mr. Foster
participates in a separate Supplemental Executive Retirement Plan
established by the Company's Charles River Laboratories, Inc. subsidiary,
described on page 33. Contributions made under the SERP
II and III and Charles River SERP Plans do not result in
taxable income to the participants.
Awards Under The Stock Incentive Plan
Under the Company's 1990 Stock Incentive Plan, which was
approved by the shareholders, officers of the Company are
eligible to receive awards of stock options and stock
grants, as approved by the Committee. Guidelines for
stock options and stock grants are based on competitive
survey data (as described above) in combination with an
internal assessment of the scope and complexity of the
executive's position. For each officer position, a
target stock award is defined as a multiple of pay (the
target amount for options is below the targeted
percentile for aggregate compensation). That dollar
amount is then divided by the current stock price to
determine the number of shares. The Committee reviews
the competitiveness of the target awards annually. Each
officer's performance is reviewed to determine if a
target, maximum, minimum or no stock option award will be
made. In 1994, the Committee elected to reduce option
awards to approximately one-half of the calculated
amount, as discussed on page 18. The 1994 options will
vest over three years.
All stock options granted to date are priced at the fair
market value of the underlying stock as of the date of
the grant. In 1994, Mr. Gill received options on 27,948
shares of Bausch & Lomb stock with an exercise price of
$35.5625 per share (i.e., the fair market value of the
Company's stock on the date of grant). This award was
equal to approximately half of the calculated award.
Stock grants may be awarded periodically to officers of
the Company. Stock grants which vest based on stock
performance are being awarded in 1995 in lieu of future
long-term incentive cycles. This approach, which is
expected to continue, will further emphasize officer
stock ownership and alignment with shareholder value.
Conclusion
Each element of the officer compensation package is
reviewed by the Committee on Management to ensure that
base pay and incentive opportunities are at competitive
levels and to provide incentive systems reflecting strong
financial performance and an alignment with shareholder
interests. In sum, we believe the total compensation
philosophy and compensation program serve the best
interests of the shareholders.
Committee on Management
Ruth R. McMullin, Chair
Bradford R. Boss
William H. Waltrip
<PAGE>
Compensation Tables
The individuals named in the following tables include
the Company's Chief Executive Officer and the four
other most highly compensated executive officers of the Company
as of December 31, 1994, and the Company's former
President and Chief Operating Officer, who resigned
from the Company late in 1994.
<PAGE>
<TABLE>
Summary Compensation Table
ANNUAL COMPENSATION
<CAPTION>
Other
Name Annual
and Compen-
Principal Salary Bonus sation
Position Year ($) ($) ($) <F1>
_________ ____ ______ _____ ________
<S> <C> <C> <C> <C>
D.E. Gill 1994 $1,000,000 $0 $624,912
Chairman 1993 $ 950,000 $680,000 $900,474
and CEO 1992 $ 900,000 $745,000 $621,661
R.L. Zarrella 1994 $ 519,568 $0 $54,197
President and 1993 $ 470,833 $285,000 $79,552
COO <F4> 1992 $ 353,333 $180,000 $27,675
J.T. Holmes 1994 $ 336,000 $0 $138,987
Sr. V.P. and 1993 $ 320,000 $176,000 $218,390
Chief 1992 $ 305,000 $176,000 $97,230
Administrative
Officer
J.E. Kanaley 1994 $ 287,000 $173,994 $31,617
Sr. V.P. and 1993 $ 275,000 $175,000 $33,291
President 1992 $ 262,000 $150,000 $24,645
Personal Products
Division and Global
Business Manager -
Lens Care Products
J.C. Foster 1994 $ 215,000 $167,481 $25,635
Sr. V.P. and 1993 $ 215,000 $103,953 $31,643
President and 1992 $ 195,167 $ 83,668 $16,067
CEO - Charles
River
Laboratories, Inc.
C.E. Sassano 1994 $ 259,000 $ 56,818 $19,595
Sr. V.P. and 1993 $ 250,000 $116,000 $21,654
President 1992 $ 225,000 $ 92,000 $16,083
Contact Lens
Division and Global
Business Manager -
Contact Lens Products
<FN>
<F1> The numbers reported in this column for 1994 include
$507,289 and $88,163 paid to Messrs. Gill and Holmes,
respectively, to offset tax liabilities incurred under
the Company's Supplemental Executive Retirement Plan I,
which is described on page 33.
</TABLE>
<PAGE>
<TABLE>
LONG TERM COMPENSATION
<CAPTION>
AWARDS PAYOUTS
_____________________ ________ _________
Securities
Restricted Underlying All Other
Stock Options/ LTIP Compen-
Award(s) SARs Payouts sation
Year ($) <F2> (#) ($) ($) <F3>
____ ________ _______ ________ __________
(Cash and
Stock)
<S> <C> <C> <C> <C> <C>
D.E. Gill 1994 $0 27,948 $ 0 $31,239
1993 $0 157,944 $378,721 $56,619
1992 $0 69,876 $409,034 $71,710
R.L. Zarrella <F4>
1994 $0 12,360 $ 0 $16,545
1993 $0 70,000 $239,441 $24,337
1992 $0 18,000 $166,375 $23,882
J.T. Holmes
1994 $0 5,670 $ 0 $11,328
1993 $0 32,040 $128,786 $16,385
1992 $0 14,160 $139,004 $21,123
J.E. Kanaley
1994 $0 4,200 $ 0 $9,469
1993 $0 23,472 $ 90,770 $13,865
1992 $0 8,640 $ 97,835 $18,315
J.C. Foster
1994 $0 2,700 $ 33,367 $0
1993 $0 15,100 $ 0 $0
1992 $113,912 6,690 $ 0 $0
C. E. Sassano
1994 $ 78,238 3,510 $ 17,233 $8,496
1993 $0 19,560 $ 0 $10,731
1992 $0 6,690 $ 0 $11,463
<FN>
<F2> All of the restricted stock awards reported in this
column vest annually in one-third increments over a
three year period or at the end of three years.
Dividends are paid to the holders of all restricted
stock. At December 31, 1994 the aggregate number of
shares and corresponding value of restricted stock owned
by the named individuals was as follows: Mr. Foster,
770 shares valued at $26,084, and Mr. Sassano, 2,200
shares valued at $74,525.
<F3> The amounts reported in this column for 1994
consist solely of the Company's matching contributions
under its 401(k) plan and 401(k) excess plan.
<F4> Resigned, effective November 30, 1994.
</TABLE>
<PAGE>
<TABLE>
OPTION/SAR Grants in Last Fiscal Year
<CAPTION>
Individual Grants
__________________________________________________________
Number of % of
Securities Total
Underlying Options/SARs
Options/ Granted to Exercise
SARs Employees or Base
Granted In Fiscal Price Expiration
Name (#) <F2> Year <F3> ($/Sh)<F4> Date
____ _______ __________ ________ __________
<S> <C> <C> <C> <C>
All
share-
holders
All $31.625 to
optionees 432,485 100.00% $35.5625 2004 <F5>
Gain to all
optionees
as a percent
of gain to
shareholders
D.E. Gill 27,948 6.46% $35.5625 July 25, 2004
Gain to CEO
as a percent
of gain to
shareholders
R.L. Zarrella 12,360 2.86% $35.5625 July 25, 2004
J.T. Holmes 5,670 1.31% $35.5625 July 25, 2004
J.E. Kanaley 4,200 0.97% $35.5625 July 25, 2004
J.C. Foster 2,700 0.62% $35.5625 July 25, 2004
C. E. Sassano 3,510 0.81% $35.5625 July 25, 2004
<FN>
<F2> All options granted to the named executives in 1994
vest annually in one-third increments. All options
granted to the named executives have attached to them
limited Stock Appreciation Rights, which only become
exercisable in the event of a change in control.
<F3> Based on total number of options granted to
employees equal to 432,485.
<F4> Fair market value at date of grant.
<F5> Options were granted at various times during 1994 to
employees other than named executive officers.
</TABLE>
<PAGE>
<TABLE>
Potential Realizable Value at Assumed Annual
Rates of Stock Price Appreciation for Option Term
<F1>
<CAPTION>
_____________________________________________________
0% 5%
Stock Dollar Stock Dollar
Name Price Gain Price<F6> Gain
____ _____ _____ ________ ______
<S> <C> <C> <C> <C>
All
share-
holders $35.5625 $0 $57.93 $1,319,682,500 <F7>
All
optionees $35.5625 $0 $57.93 $9,673,608
Gain to all
optionees as
a percent
of gain to
shareholders 0.73%
D.E. Gill $35.5625 $0 $57.93 $625,127
Gain to CEO
as a percent
of gain to
shareholders 0.05%
R. L. Zarrella $35.5625 $0 $57.93 $0
J. T. Holmes $35.5625 $0 $57.93 $126,824
J. E. Kanaley $35.5625 $0 $57.93 $93,944
J. C. Foster $35.5625 $0 $57.93 $60,392
C. E. Sassano $35.5625 $0 $57.93 $78,510
<FN>
<F1> There is no assurance that the value realized by an
optionee will be at or near the amount estimated using
this model. These amounts rely on assumed future stock
price movements which cannot be predicted accurately.
<F6> Fair market value of stock at end of actual option
term (10 years), assuming annual compounding at the
stated value.
<F7> Total dollar gains based on assumed annual rates of
appreciation and calculated on 59,000,000 outstanding
shares.
</TABLE>
<PAGE>
<TABLE>
Potential Realizable Value at Assumed Annual
Rates of Stock Price Appreciation for Option
Term <F1>
<CAPTION>
10%
Stock Dollar
Name Price <F6> Gain
____ ________ _______
<S> <C> <C>
All
share-
holders $92.24 $3,343,972,500 <F7>
All
optionees $92.24 $24,512,169
Gain to all
optionees as
a percent
of gain to
shareholders 0.73%
D. E. Gill $92.24 $1,584,023
Gain to CEO
as a percent
gain to
shareholders 0.05%
R. L. Zarrella $92.24 $ 0
J. T. Holmes $92.24 $ 321,361
J. E. Kanaley $92.24 $ 238,046
J. C. Foster $92.24 $ 153,029
C. E. Sassano $92.24 $ 198,938
<FN>
<F1> There is no assurance that the value realized by an
optionee will be at or near the amount estimated using
this model. These amounts rely on assumed future stock
price movements which cannot be predicted accurately.
<F6> Fair market value of stock at end of actual option
term, assuming annual compounding at the stated value.
<F7> Total dollar gains based on assumed annual rates of
appreciation and calculated on 59,000,000 outstanding
shares.
</TABLE>
<PAGE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<CAPTION>
Shares Acquired Value
Name on Exercise (#) Realized($)<F1>
____ _______________ ______________
<S> <C> <C>
D. E. Gill 0 $ 0
R. L. Zarrella 4,080 $ 58,776
J. T. Holmes 4,680 $ 66,835
J. E. Kanaley 5,400 $139,217
J. C. Foster 0 $ 0
C. E. Sassano 0 $ 0
<FN>
<F1> Market Value of Company's Common stock at
exercise or year-end, minus the exercise price.
</TABLE>
<TABLE>
Aggregated Option/SAR Exercises in Last
Fiscal Year and FY-End Option/SAR Values
<CAPTION>
Number of
Securities Value of
Underlying Unexercised,
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable<F1>
____ _____________ ________________
<S> <C> <C>
D. E. Gill 256,668/169,698 $114,848/$0
R. L. Zarrella 107,548/0 $421,532/$0
J. T. Holmes 64,208/34,420 $100,938/$0
J. E. Kanaley 70,374/24,684 $471,339/$0
J. C. Foster 18,029/16,255 $7,426/$0
C. E. Sassano 27,356/20,410 $13,748/$0
<FN>
<F1> Market value of Company's Common stock at
exercise or year end, minus the exercise price.
</TABLE>
<TABLE>
Long-Term Incentive Plan Awards in Last Fiscal Year <F1>
<CAPTION>
Number of Performance or
Shares, Units Other Period
or Other Until Maturation
Name Rights (#)<F2> of Payout
____ _____________ ________________
<S> <C> <C>
D. E. Gill 4,712 3 years
R. L. Zarrella 3,131 3 years
J. T. Holmes 1,825 3 years
<FN>
<F1> Under the Long Term Performance Stock Plan, three-
year performance targets have been established each year.
At the beginning of each three-year cycle, each
participant is granted a number of performance units
equal to one-half of the target award. Dividend
equivalents are accrued on these units during the
performance cycle. The payout at the end of each cycle
is determined based on actual performance, and generally
will be paid one-half in cash and the remainder through a
conversion of the performance units into stock. See
further discussion of the Long-Term Performance Stock
Plan on pages 17-18. Messrs. Kanaley, Foster and
Sassano, the other three individuals named in the
compensation tables, are not listed because they did not
participate in the longterm incentive cycle which began
in 1994. However, each of them participated in his division's
long-term incentive cycle which began in 1993 as described on page 18.
<F2> The number of units is equal to the target share
payout. Prior to payout, dividend equivalents are
accrued on these units.
</TABLE>
<TABLE>
Long Term Incentive Plan Awards in Last Fiscal Year <F1>
<CAPTION>
Estimated Future Payouts
Under Non-Stock Price Based Plans
_________________________________
Threshold Target Maximum
Name ($ or #) ($ or #) ($ or #)
____ _________ ________ ________
<S> <C> <C> <C> <C>
D. E. Gill cash 0 $245,025 $490,050
shares 0 4,712 9,424
R. L. Zarrella cash 0 $162,800 $325,600
shares 0 3,131 6,262
J. T. Holmes cash 0 $ 94,875 $189,750
shares 0 1,825 3,650
<FN>
<F1> Under the Long-Term Performance Stock Plan, three-
year performance targets have been established each year.
At the beginning of each three-year cycle, each
participant is granted a number of performance units
equal to one-half of the target award. Dividend
equivalents are accrued on these units during the
performance cycle. The payout at the end of each cycle
is determined based on actual performance, and generally
will be paid one-half in cash and the remainder through a
conversion of the performance units into stock. See
further discussion of the Long-Term Performance Stock
Plan on pages 17-18. Messrs. Kanaley, Foster and
Sassano, the other three individuals named in the
compensation tables, are not listed because they did not
participate in the longterm incentive cycle which began
in 1994. However, each of them participated in his
division's long-term incentive cycle which began in 1993
as described on page 18.
</TABLE>
[Comparison of Five-Year Cumulative Total Shareholder
Return Table]
Graph required by 402(l) of Regulation S-K containing the
data points and data set forth in the chart below.
<TABLE>
Cumulative Total Shareholder Return<F1>
December 1989 through December 1994
<CAPTION>
S&P
Date Bausch & Lomb Health Care S&P 500
<S> <C> <C> <C>
December 1989 $100.00 $100.00 $100.00
December 1990 111.48 119.04 96.89
December 1991 185.01 190.26 126.28
December 1992 176.63 164.01 135.88
December 1993 169.02 151.56 149.52
December 1994 114.52 171.19 151.55
<F1> Assumes $100 invested on last day of December
1989. Dividends are reinvested quarterly.
</TABLE>
The Standard & Poor's Health Care Composite Group
consists of the following companies:
Abbott Laboratories
Allergan Incorporated
Alza Corporation
American Home Products Corporation
Amgen Inc.
Bard (C. R.) Inc.
Bausch & Lomb Incorporated
Baxter International Inc.
Becton Dickinson and Company
Beverly Enterprises, Inc.
Biomet, Inc.
Bristol-Myers Squibb Company
Columbia HCA Healthcare VTG
Community Psychiatric Centers
Eli Lilly and Company
Johnson & Johnson
Mallinckrodt Group Inc.
Manor Care, Inc.
Medtronic, Inc.
Merck & Co., Inc.
National Medical Enterprises, Inc.
Pfizer, Inc.
Schering-Plough Corporation
St. Jude Medical, Inc.
U.S. Healthcare Inc.
United Healthcare Corp.
The Upjohn Company
U.S. Surgical Corp.
Warner-Lambert Company
<PAGE>
Defined Benefit Retirement Plans
Under the Company's Retirement Benefits Plan, all
employees of the Company and of certain subsidiaries who
have reached age 21 and have at least one year of service
are participants. Employees are permitted to make
additional contributions as set forth in the Plan.
Monthly benefits paid under the Plan are based on employee
earnings as defined in the Plan, Social Security Covered
Compensation, and credited years of service at the time of
retirement. Noncontributing employees accrue benefits at
the rate of 1.25% of their earnings up to Social Security
Covered Compensation, and contributing employees
additionally accrue a benefit of 1.55% of their earnings
over Social Security Covered Compensation. Benefits vest
after five years of service as defined in the Plan.
Benefits for all years prior to 1991 are based on earnings
during the five-year period 1986 through 1990. Assuming
continued employment to normal retirement age, the
estimated annual benefits payable upon retirement at
normal retirement age for each of the eligible individuals
named in the Summary Compensation Table are as follows:
Mr. Gill, who is a noncontributing participant, $5,166;
Messrs. Holmes, Kanaley and Sassano, who are contributing
participants, $66,262, $75,685 and $105,730, respectively.
Mr. Zarrella, who is a vested terminee, has a retirement
accrual of $10,468.
In addition, the Company maintains a separate Retirement
Benefit Restoration Plan which provides eligible employees
additional retirement benefits which would otherwise be
provided under the Retirement Benefits Plan but are
excluded from that Plan by specific federal regulatory
limitations. Mr. Sassano is a vested participant under
this Plan. Assuming continued employment to normal
retirement age, the estimated annual benefits payable to
him from this Plan upon retirement at normal retirement
age is $142,245.
Mr. Foster participates in the Charles River Laboratories,
Inc. Pension Plan, which is similar to the Company's
Retirement Benefits Plan described above, except that
employees do not contribute to the Charles River Plan, and
benefits accrue at the rate of 1.125% of the employee's
final five-year average compensation. Assuming continued
employment to normal retirement age, the estimated annual
benefit payable upon retirement to Mr. Foster is $71,000.
The Company maintains three Supplemental Executive
Retirement Plans ("SERP"), under which officers may become
eligible for retirement benefits in addition to those
provided under the Company's Retirement Benefits Plan. In
addition, the Company's subsidiary, Charles River
Laboratories, Inc., maintains a separate Supplemental
Executive Retirement Plan, which is discussed below. No
officer is eligible to participate in more than one
Company SERP, and the officers named in the Summary
Compensation Table are each participants in one of the
SERP described below. Participants who vest under SERP I
or II will receive annual benefits, payable monthly, in an
amount equal to a percentage of their final
average compensation. The percentage used is a function
of age at retirement: 32% at age 55 (or in the case of
SERP I, age 55 or below), and up to 60% at age 62. For
SERP III, benefits are based on a rate of 0.5% of final
average compensation for each year of officer service with
a limitation that total retirement benefits payable from
this Plan are restricted to a maximum which, in total with
benefits provided by other Company plans, does not exceed
60% of final average earnings. A limited retirement
benefit also vests upon the completion of either one or
five years of designated service, depending on the plan,
and the plans provide for the payout of the net present
value of all benefits in the event of a change in control
of the Company.
Messrs. Gill and Holmes have vested under SERP I, and
Messrs. Zarrella and Kanaley have vested under SERP II.
The anticipated benefits payable to eligible participants
are funded through trusts established for these purposes,
and SERP I provides for the reimbursement to vested
participants in that plan of tax liabilities associated
with funding their trusts. The estimated annual after-tax
benefits payable at normal retirement age for Messrs. Gill
and Holmes under SERP I are $681,109 and $343,818, respectively.
The estimated pretax benefit payable at normal retirement age for Mr.
Kanaley under SERP II is $461,724. For Mr. Zarrella, who
is a vested terminee, the benefit at age 55 is $69,565.
The estimated pre-tax benefit payable at normal retirement
age for Mr. Sassano under SERP III is $124,263.
Mr. Foster is fully vested in an Executive
Life/Supplemental Retirement Income Plan maintained by
Charles River Laboratories, Inc. This Plan is funded
through insurance policies purchased on the participants'
lives. Annual benefits under this Plan will equal a
percentage of final average compensation, less amounts
payable under Charles River's Pension Plan and an offset
for Social Security benefits received by the participant.
The age-based percentages are 46% at age 59, and up to 55%
at age 62 and over. Participants vest as to 50% of the
total benefit after five years of designated service, with
a 10% incremental increase in vesting percentage for each
year thereafter. The estimated pre-tax benefit payable at
normal retirement age under this Plan for Mr. Foster is
$83,000.
Related Transactions and Employment Contracts
In connection with Class B shares purchased under the
Company's Stock Incentive Plans, the Company may loan the
participant an amount equal to the full amount of the
purchase price of those shares, in which case the shares
are deposited with the Company as collateral for the loan.
The rate of interest on loans to participants is the lesser of
(i) the applicable federal rates announced monthly by the
Internal Revenue Service pursuant to Section 1274(d) of
the Internal Revenue Code of 1986, or (ii) 6% (if made
between July 1, 1975 and June 30, 1981), or 9% (if made
after June 30, 1981). To the extent applicable, the
largest aggregate amount of indebtedness outstanding which
exceeded $60,000 at any time since December 31, 1993 for
each of the individuals named in the preceding
compensation tables was as follows: Mr. Gill, $515,971;
Mr. Holmes, $380,032; Mr. Kanaley, $420,938; Mr. Foster,
$183,633; Mr. Sassano, $197,860; and all executive
officers and directors as a group, $3,969,810. As of
February 28, 1995, the outstanding amount of such
indebtedness was as follows: Mr. Gill, $510,560; Mr.
Holmes, $377,121; Mr. Kanaley, $417,260; Mr. Foster, $181,777; Mr.
Sassano, $195,861; and all executive officers and
directors as a group, $3,746,136.
The Company has entered into agreements, for an indefinite
term, with all persons named in the preceding compensation
table. Each agreement provides that, in the event of a
change in control (as defined in the agreements) which is
followed within three years by (i) termination of the
officer's employment, (ii) a downgrading of his position,
or (iii) voluntary termination under circumstances
specified in the agreements, the officer will be entitled
to: (a) salary and pro rata bonus then due; and (b) a lump
sum separation payment equal to three times annual base
salary and bonus as determined under the agreements. Each
officer will also be entitled to a continuation of certain
benefits and perquisites for up to three additional years.
These benefits and perquisites may be reduced by
corresponding benefits or perquisites provided by a
subsequent employer during the period in which they are
provided.
Appointment of Independent Accountants
The Board of Directors has unanimously approved and voted
to recommend to shareholders that Price Waterhouse LLP be
appointed as independent accountants of the Company for
1995. They have been independent accountants of the
Company since 1927. A representative of Price Waterhouse
LLP plans to be present at the meeting, will have the
opportunity to make a statement and is expected to be
available to respond to questions.
Shareholder Proposals
In order to be eligible for inclusion in the Company's
proxy materials for next year's annual meeting of
shareholders, any shareholder proposal (other than the
submission of nominees for directors) must be received by
the Company at its principal executive offices not later
than the close of business on November 24, 1995.
Other Matters
The Board of Directors does not intend to present, and has
not been informed that any other person intends to
present, any matters for action at this meeting other than
those specifically referred to in this proxy statement.
If any other matters properly come before the meeting, it is
intended that the holders of the proxies will act in
respect thereof in accordance with their best judgment.
The Company has purchased insurance from the Chubb Group
and American International Group insuring the Company
against obligations it might incur as a result of the
indemnification of its directors and officers for certain
liabilities they might incur, and insuring such directors
and officers for additional liabilities against which
they may not be indemnified by the Company. This
insurance was renewed effective January 30, 1995 for a
period of one year at a cost of $508,735.
The cost of solicitation of proxies will be borne by the
Company. In addition to the solicitation of proxies by
use of the mails, some of the officers and regular
employees of the Company, without extra remuneration, may
solicit proxies personally or by telephone, telefax or
similar transmission. The Company has retained Georgeson
& Co. to aid in the solicitation of proxies for shares
held of record by banks, brokers and other custodians,
nominees and fiduciaries. The Company will pay Georgeson
& Co. an anticipated fee of $10,000, plus expenses, for
these services, and will also reimburse such record
holders for their expenses in forwarding proxies and
proxy soliciting material to the beneficial owners of the
shares held by them.
According to rules of the Securities and Exchange
Commission ("SEC"), the information presented in this
proxy statement under the captions "Report of the
Committee on Management" and "Comparison of Five-Year
Cumulative Total Shareholder Return" shall not be deemed
to be "soliciting material" or to be filed with the SEC
under the Securities Act of 1933 or the Securities
Exchange Act of 1934, and nothing contained in any
previous filings made by the Company under the
aforementioned Acts shall be interpreted as incorporating
by reference the information presented under the
specified captions.
March 23, 1995
<PAGE>
EXHIBIT A
ANNUAL MEETING RESERVATION
Tuesday, April 25, 1995
10:30 a.m. Eastern Daylight Time
Hyatt Regency, Grand Ballroom
125 East Main Street, Rochester, New York
If you plan to attend the meeting, please fill out
and return this form with your executed proxy. An
identification card will be waiting for you at the
registration desk on the day of the meeting.
NAME:
please print
ADDRESS:
CITY:
STATE
ZIP
<PAGE>
EXHIBIT B
BAUSCH & LOMB INCORPORATED
PROXY CARD
The undersigned hereby appoints D. E. Gill, J. T.
Holmes and S. A. Hellrung, or any one or more of them, with full
power of substitution, attorneys and proxies to
represent the undersigned at the annual meeting of
shareholders of the Company to be held on April 25,
1995 and at any adjournment thereof, with all the power
which the undersigned would possess if personally
present, and to vote, as specified on the reverse side,
all shares of stock which the undersigned may be
entitled to vote at said meeting.
/ X / Please mark votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF DIRECTORS AND "FOR" THE RATIFICATION OF
PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS.
1. ELECTION OF DIRECTORS:
Nominees: WILLIAM BALDERSTON III, BRADFORD R. BOSS,
KENNETH L. WOLFE
/_ / FOR
/_ / WITHHELD
/_ / _______________________________________
For all nominees except as noted above.
2. Ratification of Price Waterhouse as
independent accountants for 1995.
/_ / FOR
/_ / AGAINST
/_ / ABSTAIN
3. In accordance with their judgment in connection
with the transaction of such other business, if any,
as may properly come before the meeting.
Mark here for address change and note at left /_ /
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF
DIRECTORS. PLEASE DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.
IF NOT OTHERWISE MARKED, THE SHARES REPRESENTED BY THIS PROXY SHALL
BE VOTED FOR MATTERS 1, 2 AND 3.
Signature:
Date:
Signature:
Date:
NAME OF SHAREHOLDER SHOULD BE SIGNED EXACTLY AS IT APPEARS ON THIS
PROXY.
