March 15, 1996
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"), the Company's Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994 is being
transmitted electronically to you, in accordance with
EDGAR, for filing pursuant to Section 13 of the
Securities Exchange Act of 1934.
The filing fee of $250.00 has been transferred to the
Commission's account at Mellon Bank in Pittsburgh,
Pennsylvania.
One complete copy of the Annual Report on Form 10-K/A,
manually signed, including financial statements,
financial statement schedules, exhibits and all other
papers and documents filed as a part thereof, and one
additional copy without exhibits, are also being filed
by copy of this letter with the New York Stock
Exchange, on which the Company's Common Stock is
registered.
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
Senior Vice President, Secretary and General Counsel
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
_____________________
For the fiscal year ended Commission file number
December 31, l994 1-4105
BAUSCH & LOMB INCORPORATED
(Exact name of registrant as specified in its charter)
NEW YORK 16-0345235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
ONE BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK 14604-
2701
(Address of principal executive offices) (Zip
Code)
Registrant's telephone no., including area code:(716)
338-6000
Securities registered pursuant to Section 12(b) of the
Act:
Name of each exchange on
Title of each class which registered
Common Stock, $.40 par value New York Stock Exchange
Securities registered pursuant to
Section 12(g) of the Act: None
[Cover page 1 of 2 pages]
<PAGE>
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No ___
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this Form 10-K/A or any amendment to this
Form 10-K/A. [ X ]
The aggregate market value (based on the
consolidated tape closing price on February 28, 1995)
of the voting stock held by non-affiliates of the
registrant was $1,895,542,176. For the sole purpose of
making this calculation, the term "non-affiliate" has
been interpreted to exclude directors and corporate
officers. Such interpretation is not intended to be,
and should not be construed to be, an admission by
Bausch & Lomb Incorporated or such directors or
corporate officers that such directors and corporate
officers are "affiliates" of Bausch & Lomb
Incorporated, as that term is defined under the
Securities Act of 1933.
The number of shares of common stock of the
registrant, outstanding as of February 28, 1995 was
58,176,939, consisting of 57,352,292 shares of Common
Stock and 824,647 shares of Class B Stock, which are
identical with respect to dividend and liquidation
rights, and vote together as a single class for all
purposes.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II The Bausch & Lomb 1994 Annual
Report to Shareholders for fiscal year ended December
31, 1994 ("Annual Report"). With the exception of the
pages of the Annual Report specifically incorporated by
reference herein, the Annual Report is not deemed to be
filed as a part of this Report on Form
10-K/A.
Part III Bausch & Lomb Incorporated Proxy
Statement, dated March 23, 1995 ("Proxy Statement").
With the exception of the pages of the Proxy Statement
specifically incorporated by reference herein, the
Proxy Statement is not deemed to be filed as part of
this Report on Form 10-K/A.
[Cover page 2 of 2 pages]
<PAGE>
TABLE OF CONTENTS
PART I PAGE
Item 1. Business ...............................1
Item 2. Properties ..............................5
Item 3. Legal Proceedings .......................7
Item 4. Submission of Matters to a Vote
of Shareholders .........................9
PART II
Item 5. Market for Bausch & Lomb Incorporated's
Common Stock and Related Shareholder
Matters .................................9
Item 6. Selected Financial Data .................9
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations................9
Item 8. Financial Statements and
Supplementary Data ......................9
Item 9. Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure ................9
PART III
Item 10. Directors and Executive Officers
of Bausch & Lomb Incorporated............10
Item 11. Executive Compensation ..................13
Item 12. Security Ownership of Certain
Beneficial Owners and Management ........13
Item 13. Certain Relationships and
Related Transactions ....................13
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K ....13
Signatures .........................................15
Schedules ..........................................S-1
Exhibit Index ......................................E-1
Exhibits............ (Attached to this Report on Form 10-K/A)
<PAGE>
PART I
ITEM 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
Bausch & Lomb Incorporated is a world leader in
the development, manufacture and marketing of products
and services for the healthcare and optics fields.
Bausch & Lomb was incorporated in the State of New
York in 1908 to carry on a business which was
established in 1853. Its principal executive offices
are located in Rochester, New York. Unless the context
indicates otherwise, the terms "Bausch & Lomb" and
"Company" as used herein refer to Bausch & Lomb
Incorporated and its consolidated subsidiaries.
Highlights of the general development of the business
of Bausch & Lomb during 1994 are discussed below.
The Company faced a challenging year in 1994 as it
addressed the impact of high distributor inventories in
its sunglass and contact lens business and the costs of
associated remedial measures. Sales increased to
$1,892.7 million, 3% above the 1993 amount of $1,830.1
million. Earnings fell to $31.1 million, a 78%
decrease from the 1993 amount of $138.9 million.
Earnings per share fell to $0.52, a 77% decrease from
the 1993 amount of $2.31. This decrease also includes
the effect of a $75 million goodwill impairment charge
related to the 1988 acquisition of Dental Research
Corporation, which is described below.
In January 1994, the Company acquired the Revo
line of high performance sunglasses. Revo sunglasses
compete in the upper end of the premium price category
of the U.S. market where sunglasses retail for $150 and
above.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Information concerning sales, business segment
earnings and identifiable assets attributable to each
of Bausch & Lomb's reportable industry segments is set
forth on pages 25-29 and 44-46 of the Annual Report and
which are incorporated herein by reference.
(c) NARRATIVE DESCRIPTION OF BUSINESS
Bausch & Lomb's operations have been classified
into two industry segments: Healthcare and Optics.
Below is a description of each segment and information
to the extent that it is material to an understanding
of the Company's business taken as a whole. In
addition, pages 6-20 of the Annual Report are
incorporated herein by reference.
Healthcare
The Healthcare segment includes personal health,
medical and biomedical products. In the personal
health sector, major lines include solutions used for
the care of contact lenses and for the relief of eye
irritation, contact lens accessories, Clear Choice
mouthwash, certain over-the-counter pharmaceutical
products, Interplak power toothbrushes and other oral
care products and Curel and Soft Sense skin care
products. Medical products include contact lenses and
lens materials, prescription drugs, the Miracle-Ear
line of hearing aids and Steri-Oss dental implants.
Biomedical products include purpose-bred laboratory
animals for biomedical research, products derived from
specific pathogen-free eggs and a variety of other
biotechnical and professional services provided to the
scientific research community.
The Company markets its personal health products
in the U.S. to practitioners through its own sales
force and through drug stores, food stores and mass
merchandisers. Personal health products are also
marketed through an extensive international marketing
organization. Distribution in many other countries is
accomplished through distributors or dealers. Medical
products are marketed through the Company's sales force
and distributors to eye care and dental care
practitioners, independent optical laboratories and
hospitals. Hearing aids are distributed through the
Miracle-Ear franchise system. Sales to pharmacies are
handled by drug wholesalers, while marketing of medical
products outside the U.S. is accomplished through the
Company's extensive international marketing
organization. In some countries, distribution is
handled through dealers or distributors. Biomedical
products are sold primarily through the Company's sales
force worldwide.
In December 1994, the Company recognized a
goodwill impairment charge of $75 million, with no
associated tax benefit, related to the 1988 acquisition
of Dental Research Corporation. This charge is
described in greater detail on page 22 of the Annual
Report, which is incorporated herein by reference.
Optics
The principal products of the Company's Optics
segment include sunglasses, binoculars, riflescopes,
telescopes and optical thin film services and products.
Optical products are distributed worldwide through
distributors, wholesalers, manufacturers'
representatives, and independent sales representatives.
These products are also distributed through the
Company's sales force to optical stores, department
stores, catalog showrooms, mass merchandisers, sporting
goods stores and, in the case of optical thin films, to
a variety of industrial customers.
In January 1995, the Company announced that it had
signed a letter of intent to sell its Sports Optics
Division, which designs, supplies and distributes
binoculars, telescopes and riflescopes. The
transaction is anticipated to close in the first half
of 1995.
Raw Materials and Parts; Customers
Materials and components in both of the Company's
industry segments are purchased from a wide variety of
suppliers and the loss of any one supplier would not
adversely affect the Company's business to a
significant extent. No material part of the Company's
business in either of its industry segments is
dependent upon a single or a few customers.
Patents, Trademarks & Licenses
While in the aggregate the Company's patents are
of material importance to its businesses taken as a
whole, no single patent or patent license or group of
patents or patent licenses relating to any particular
product or process is material to either industry
segment. The Company actively pursues technology
development and acquisition as a means to enhance its
competitive position in its business segments.
In the healthcare segment, Bausch & Lomb has
developed significant consumer, eye care professional
and dental care professional recognition of products
sold under the Bausch & Lomb, Sensitive Eyes, ReNu,
Boston, SeeQuence, Medalist, The Boston Lens, Optima,
Soflens, Charles River, VAF/Plus and Interplak
trademarks. Bausch & Lomb, Ray-Ban, Revo and Wayfarer
are trademarks receiving substantial consumer
recognition in the optics segment.
Seasonality and Working Capital
Some seasonality exists for the Interplak line of
power toothbrushes in the Healthcare segment and for
sunglasses and sports optics products in the Optics
segment. During some periods, the accumulation of
inventories of such products in advance of expected
shipments reflects the seasonal nature of the products.
In general, the working capital practices followed in
each of the Company's industry segments are typical of
those businesses.
Competition
Each industry segment is highly competitive in
both U.S. and non-U.S. markets. In both of its
segments, Bausch & Lomb competes on the basis of
product performance, quality, technology, price,
service, warranty and reliability. In the Optics
segment, the Company also competes on the basis of
style.
Research and Development
Research and development constitutes an important
part of Bausch & Lomb's activities. In 1994, the
Company's research and development expenditures totaled
$60 million, as compared to $58 million in 1993 and $53
million in 1992.
Environment
Although Bausch & Lomb is unable to predict what
legislation or regulations may be adopted or enacted in
the future with respect to environmental protection and
waste disposal, existing legislation and regulations
have had no material adverse effect on its capital
expenditures, earnings or competitive position.
Capital expenditures for property, plant and equipment
for environmental control facilities were not material
during 1994 and are not anticipated to be material in
1995 or 1996.
Number of Employees
Bausch & Lomb employed approximately 14,400
persons as of December 31, 1994.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
OPERATIONS AND EXPORT SALES
Information as to sales, operating earnings and
identifiable assets attributable to each of Bausch &
Lomb's geographic regions, and the amount of export
sales in the aggregate, is set forth on page 45 of the
Annual Report and is incorporated herein by reference.
<PAGE>
ITEM 2. PROPERTIES
The principal manufacturing, distribution and
production facilities and other important physical
properties of Bausch & Lomb at March 1, 1995 are listed
hereafter and grouped under the principal industry
segment to which they relate. Certain properties
relate to more than one industry segment. Except where
otherwise indicated by footnote, all properties shown
are held in fee and are not subject to major
encumbrances.
HEALTHCARE
Manufacturing Plants Distribution Centers
Yorba Linda, CA (2) Yorba Linda, CA (2)
Sarasota, FL (1) Preston, CT (2)
Tampa, FL Tampa, FL
Wilmington, MA (2) Tucker, GA (2)
Golden Valley, MN (1) Wilmington, MA (2)
Rochester, NY (1),(2) Golden Valley, MN (1)
(Optics Center) Reinholds, PA (2)
Greenville, SC Greenville, SC (2)
North Ryde, Australia (2) Lynchburg, VA (2)
Porto Alegre, Brazil
Rio de Janeiro, Brazil
Kitchener, Canada (2)
Beijing, China (2)
Berlin, Germany
Bhiwadi, India
Waterford, Ireland (2)
Milan, Italy
Umsong-Gun (Seoul), Korea
Barcelona, Spain
Madrid, Spain
Hastings, United Kingdom
Production Facilities
Hollister, CA (2) Brussels, Belgium
Lebanon, CT St. Constant, Canada
Preston, CT Henfield, England
Storrs, CT Margate, England
Summerland Key, FL (2) Lyons, France
Colbert, GA (2) St. Aubin-les-Elbeuf,
France
Roanoke, IL (2) Extertal, Germany
Windham, ME Kisslegg, Germany
Southbridge, MA (2) Sulzfeld, Germany
West Brookfield, MA (2) Calco, Italy
Wilmington, MA Atsugi, Japan
Portage, MI Hino, Japan
O'Fallon, MO Tskuba, Japan (2)
Raleigh, NC Someren, Netherlands
Omaha, NE Barcelona, Spain (2)
Pittsfield, NH Sta. Perpetua de Mogoda,
Spain
Newfield (Lakeview), NJ
Stone Ridge (Kingston), NY
Charleston, SC (2)
Oregon, WI
OPTICS
Manufacturing Plants Distribution Centers
Mountain View, CA (2) Mountain View, CA (2)
Oakland, MD Overland Park, KS (2)
Rochester, NY (1),(2) Rochester, NY (1),(2)
(Optics Center) (Optics Center)
Rochester, NY San Antonio, TX
(Frame Center) Richmond Hill, Ontario.
San Antonio, TX Canada (2)
North Ryde, Australia (2)
Rio de Janeiro, Brazil (2)
Guanzhou, China
New Territories, Hong Kong (2)
Bhiwadi, India
Waterford, Ireland (2)
Nuevo Laredo, Mexico (2)
CORPORATE FACILITIES
Rochester, NY
One Bausch & Lomb Place (2),(3)
One Chase Square (23rd, 24th, 25th Floors) (2)
Euclid Street (2)
42 East Avenue (2)
Optics Center (1),(2)
1295 Scottsville Road (2)
[FN]
(1) This facility is financed under a tax-exempt
financing agreement.
(2) This facility is leased.
(3) This facility is under construction.
Bausch & Lomb considers that its facilities are
suitable and adequate for the operations involved. All
facilities are being productively utilized.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
1. In June 1990, the Company was served with six
"toxic tort" suits filed against it and approximately
eighty other defendants in the 21st Judicial Court of
Louisiana. These suits, which have been certified as a
class action, allege claims for personal injury,
property damage and "fear of cancer" from waste
allegedly generated by the Company and others and
transported to an oil reclamation site in Louisiana.
Each suit alleges joint and several liability and
claims actual and exemplary damages exceeding 10% of
the current assets of the Company on a consolidated
basis. The Company believes that if its waste is or
was present at the site, such waste would have amounted
to approximately 0.1% of the site's total waste, and
that its share of liability, if any, would be di
minimis relative to other defendants' potential
liability and that it is not material to the financial
condition of the Company. On January 25, 1993, the
Company and ten other defendants were dismissed from
the action without prejudice by a motion of the
plaintiffs. It is probable that either the plaintiffs
or one or more of the defendants will seek to bring the
Company back into the proceedings.
2. In 1994, the Circuit Court, Barbour County,
Alabama, certified a nationwide class of purchasers of
Miracle-Ear hearing aids manufactured and sold by the
Company's Dahlberg, Inc. subsidiary between January
1989 and January 1994. The plaintiffs allege that
Dahlberg induced them and others similarly situated to
purchase hearing aids through allegedly false and
misleading statements concerning the performance
capabilities of the Clarifier circuitry. Plaintiffs
claim fraud, negligence, and violation of federal and
state statutes and are seeking compensatory and
punitive damages in an unstated amount. A second
action, based on similar allegations, has also been
brought in Minnesota. However, the Minnesota court
certified a much narrower class consisting only of
Clarifier purchasers based on the Minnesota Consumer
Fraud Act.
3. In June 1994, the Florida Attorney General, acting
on behalf of disposable contact lens consumers in the
State of Florida, filed an antitrust action against the
Company and others in the United States District Court
for the Middle District of Florida. The complaint
challenges the Company's long-standing policy to
protect consumers' health by selling contact lenses
only to licensed professionals. Plaintiffs allege that
the policy was adopted in the conspiracy with others to
eliminate alternative channels of trade from the
disposable lens market. The Florida Attorney General
seeks treble damages on behalf of all purchasers of
contact lenses, whether from the Company or others, a
$1 million penalty and injunctive relief. A number of
consumer class actions have been consolidated in the
Middle District of Florida and actions have been filed
in California and Alabama State courts. The complaints
seek identical relief on behalf of consumers outside
the State of Florida. The Company defends its policy
in the interest of safeguarding consumers' health.
4. On June 3, 1994, the Company announced that
actions to normalize high levels of inventories at
distributors would cause sales and earnings for the
second quarter and remainder of 1994 to be below the
level of the same periods in 1993 and that results for
the year would be less than originally planned.
Several class action suits were filed in the United
States District Court, New York and consolidated in the
Western District, against Bausch & Lomb and one of its
officers alleging the Company artificially inflated the
value of its stock by making false and misleading
statements about expected financial results. The
plaintiffs seek unspecified damages based upon the
decrease in market value of shares of the Company's
stock. The Company is vigorously defending these
claims.
5. On January 31, 1995, a proposed class action suit
was filed in the United States District Court for the
Western District of New York against Bausch & Lomb and
several of its officers. The suit alleges that the
Company failed to fully disclose the impact of the
efforts to normalize distributor inventories on the
Company's 1994 financial results, thus misleading the
shareholders who purchased shares between June 4, 1994
and January 25, 1995. The plaintiff seeks unspecified
monetary damages based upon the decreased market value
of the Company's stock. The Company is vigorously
defending these claims.
6. On December 28, 1994, the Company received a
request from the Securities and Exchange Commission
("SEC") for information apparently prompted by
accounting issues arising out of an unsuccessful 1993
marketing program initiated by the Contact Lens
Division, which was designed to transfer management of
a portion of the U.S. traditional lens business to
optical distributors. The Company is cooperating fully
with the SEC in the inquiry but there can be no
assurance regarding its outcome.
7. In November 1994, the United States District Court
for the Northern District of Alabama certified a
nationwide class of purchasers of Optima FW and
Medalist lenses between January 1, 1991 and November 1,
1994 to pursue claims related to the Company's
marketing and sale of Optima FW, Medalist and SeeQuence
2 contact lens systems. Plaintiffs allege that the
Company misled consumers by packaging the same lens
under three different names for three different prices.
Plaintiffs seek compensatory and punitive damages in an
unspecified amount. The case may proceed to trial in
late 1995. The Company is vigorously defending the
marketing of these lens systems.
8. On February 16, 1995, a proposed class action suit
was filed in the United States District Court for the
Southern District of California. The suit alleges that
the Company misled consumers in its marketing and sale
of Sensitive Eyes Saline Solution and rewetting drops
and Boston rewetting drops and conditioning solution.
Plaintiffs seek injunctive relief, and compensatory and
punitive damages in an unspecified amount. The Company
is vigorously defending this action.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SHAREHOLDERS
Inapplicable.
<PAGE>
PART II
ITEM 5. MARKET FOR BAUSCH & LOMB INCORPORATED'S COMMON
STOCK AND RELATED SHAREHOLDER MATTERS
The sections entitled "Dividends" and "Quarterly
Stock Prices" and table entitled "Selected Financial
Data" on pages 37, 38 and 62-63, respectively, of the
Annual Report are incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The table entitled "Selected Financial Data" on
pages 62-63 of the Annual Report is incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The section entitled "Financial Review" on pages
22-37 of the Annual Report is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, including the notes
thereto, together with the sections entitled "Report of
Independent Accountants" and "Quarterly Results" of the
Annual Report
included on pages 39-60, 61 and 38, respectively, are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Inapplicable.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
BAUSCH & LOMB INCORPORATED
Information with respect to non-officer directors
is included in the Proxy Statement on pages 3-7, and
such information is incorporated herein by reference.
Set forth below are the names, ages (as of March 1,
1995), positions and offices held by, and a brief
account of the business experience during the past five
years of, each executive officer.
Name and Age Position
Daniel E. Gill (58) Chairman since 1982, Chief
Executive Officer since 1981 and Director since l978.
Henry L. Foster (69) Senior Vice President since
1988, and Chairman of the Board since 1947 of Charles
River Laboratories, Inc., a subsidiary of the Company;
President and Chief Executive Officer, Charles River
Laboratories, Inc. (1947-1991); Vice President (1986-
1988).
James C. Foster (44) Senior Vice President since
December 1994 and President and Chief Executive Officer
of Charles River Laboratories, Inc., a subsidiary of
the Company since 1991; Vice President (1991-1994);
Executive Vice President, Charles River Laboratories,
Inc. (1989-1991).
Jay T. Holmes (52) Executive Vice President since
March 1995 and Chief Administrative Officer since
December 1994; Senior Vice President (1983-March 1995);
Corporate Affairs (1983-1994); Secretary (1981-1994);
Director since 1986.
Harold O. Johnson (60) Senior Vice President since
l985 and President, Contact Lens Division (l987-
September 1994); President, International Operations
(1985-1987).
James E. Kanaley (53) Senior Vice President since
1985 and President, Personal Products Division; Global
Business Manager, Lens Care Products since December
1994; President, Personal Products Division (1987-
1994).
Alex Kumar (47) Senior Vice President,
International Operations since December 1994; Vice
President (1989-1994); President, Europe, Middle East
and Africa Division (1989-1994).
Stephen C. McCluski (42) Senior Vice President, Finance
since February 1995; Vice President and Controller
(1994); President, Outlook Eyewear Company (1992-
February 1994); Vice President, Controller, Eyewear
Division (1989-1992).
Robert J. Palmisano (50) Senior Vice President since
1992 and President, Eyewear Division since 1988; Vice
President (1984-1992); President, Sports Optics and
Scientific Products Group (1986-1988).
Thomas M. Riedhammer (46) Senior Vice President,
Worldwide Pharmaceutical, Surgical, and Hearing Care
Products since December 1994; Vice President (1993-
1994); President, Worldwide Pharmaceuticals (1994);
President, Pharmaceutical Division (1992-1993); Vice
President, Research and Development, Pharmaceutical
Division (1991-1992); Vice President, Paco
Pharmaceutical Services, Inc., and President, Paco
Research Corporation (1986-1991).
Carl E. Sassano (45) Senior Vice President since
1992 and President, Contact Lens Division since
September 1994; Global Business Manager, Contact Lens
Products since December 1994; Vice President (1986-
1992); President, Polymer Technology Corporation, a
subsidiary of the Company (1983-1992).
Omar Casal (45) Vice President since 1992 and
President, Latin America Division since December 1994;
President, Western Hemisphere Division (1992-1994);
General Manager, Bausch & Lomb IOM S.p.A. (1989-1992).
Dwain L. Hahs (42) Vice President and President,
Europe, Middle East and Africa Division since December
1994; President, Europe, Middle East and Africa
Division (1994); Vice President, Field Operations,
Europe, Middle East and African Division (1992-1994);
Vice President, Marketing, International Division (1989-
1992); President, Bausch & Lomb Canada, Inc. (1986-
1989).
Diane C. Harris (52) Vice President, Corporate
Development since 1981.
Stephen A. Hellrung (47) Senior Vice President since
March 1995; Secretary since December 1994; Vice
President and General Counsel (1985-1994).
James T. Horn (52) Vice President and President, Asia
Pacific Division since December 1994; President,
Outlook Eyewear and Senior Vice President, Operations,
Eyewear Division (1994); Vice President, Manufacturing,
Eyewear Division (1992-1994); Vice President,
Manufacturing, Xerox Corporation (1989-1992); Vice
President, Quality Development, Manufacturing, Xerox
Corporation (1988-1989).
Franklin T. Jepson (47) Vice President, Communications
and Investor Relations since 1986.
Barbara M. Kelley (48) Vice President, Public Affairs
since 1993; Staff Vice President, Public Affairs (1991-
1993); Director, Public Affairs (1986-1991).
Jurij Z. Kushner (44) Vice President and Controller
since February 1995; Vice President, Operations,
Personal Products Division (1994-1995); Vice President
and Controller, Personal Products Division (1992-1994);
Staff Vice President, Financial Planning and Analysis
(1986-1992).
B. Joseph Messner (42) Vice President since 1989 and
President, Sports Optics Division since 1988; Vice
President Operations, Sports Optics Division (1987-
1988); Vice President and Controller, Sunglass Division
(1984-1987).
James F. Milton (47) Vice President and President,
Japan since December 1994; President, B.L.J. Company
Ltd. (1994); President, Thin Film Technology Division
(1992-1994); General Manager, Bausch & Lomb Canada
(1989-1992); Area Director, Europe (1987-1989).
Alan H. Resnick (51) Vice President and Treasurer
since 1986.
Robert F. Thompson (41) Vice President since December
1993 and President Polymer Technology Corporation, a
subsidiary of the Company since 1992; Vice President,
U.S. Business Operations, Polymer Technology
Corporation (1991-1992); Vice President, Marketing,
Polymer Technology Corporation (1988-1991).
James J. Ward (57) Vice President, Audit Services
since February 1993; Vice President (1984-1993);
Controller (1985-1993).
Except for Henry and James Foster, who are father
and son, there are no family relationships among the
persons named above. All officers serve on a year-to-
year basis through the day of the annual meeting of
shareholders of the Company, and there is no
arrangement or understanding between any of the
officers of the Company and any other persons pursuant
to which such officer was selected as an officer.
ITEM 11. EXECUTIVE COMPENSATION
The portions of the "Executive Compensation"
section entitled "Compensation Tables" and "Defined
Benefit Retirement Plans", the second through fourth
paragraphs of the section entitled "Board of
Directors", and the second paragraph of the section
entitled "Related Transactions and Employment
Contracts" included in the Proxy Statement on pages 15-
19, 1-2, 19, respectively, are incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The section entitled "Security Ownership of
Certain Beneficial Owners and Management" in the Proxy
Statement on pages 8-9 is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
The first paragraph of the section entitled
"Related Transactions and Employment Contracts" on page
19 of the Proxy Statement are incorporated herein by
reference.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
The following documents or the portions thereof
indicated are filed as a part of this report.
(a) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES COVERED BY REPORTS OF INDEPENDENT
ACCOUNTANTS.
1. Data incorporated by reference in Page in
Item 8 from the Annual Report Annual Report
Report of Independent Accountants 61
Balance Sheet at December 31, 1994
and December 25, 1993 40
For the years ended December 31, 1994,
December 25, 1993 and December 26, 1992:
Statement of Earnings 39
Statement of Cash Flows 41
Notes to Financial Statements 42-60
2. Filed herewith
Report of Independent Accountants
on Financial Statement Schedules Exhibit (24)
For the years ended December 25, 1993,
December 26, 1992 and December 28,
1991:
SCHEDULE II- Valuation and Qualifying Page S-1
Accounts
All other schedules have been omitted because the
required information is not present or not present in
amounts sufficient to require submission of the
schedule, or because the information required is
included in the consolidated financial statements or
the notes thereto.
(b) REPORTS ON FORM 8-K
A report on Form 8-K was filed during the last
quarter of 1994 to disclose the release of the
Company's third quarter earnings, which varied
materially from prior Company projections of same.
(c) ITEM 601 EXHIBITS
Those exhibits required to be filed by Item 601 of
Regulation S-K are listed in the Exhibit Index
immediately preceding the exhibits filed herewith and
such listing is incorporated herein by reference. Each
of Exhibits (10)-a through (10)-w is a management
contract or compensatory plan or arrangement required
to be filed as an exhibit to this form pursuant to Item
14(c) of this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
BAUSCH & LOMB INCORPORATED
Date: March 15, 1996 By:/s/ William H. Waltrip
William H. Waltrip
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Principal Executive Officer
Date: March 15, 1996 By:/s/ William H. Waltrip
William H. Waltrip
Chairman,
Chief Executive Officer
and Director
Principal Financial Officer
Date: March 15, 1996 By:/s/ Stephen C. McCluski
Stephen C. McCluski
Senior Vice President,
Finance
Controller
Date: March 15, 1996 By:/s/ Jurij Z. Kushner
Jurij Z. Kushner,
Vice President and Controller
Directors
Franklin E. Agnew
William Balderston III
Bradford R. Boss
Jay T. Holmes
Ruth R. McMullin
John R. Purcell
Linda Johnson Rice
Alvin W. Trivelpiece
William H. Waltrip
Kenneth L. Wolfe
Date: March 15, 1996 By:/s/Jay T. Holmes
Jay T. Holmes
Attorney-in-Fact and
Director
<PAGE>
<TABLE>
Bausch & Lomb Incorporated
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Reserves for Doubtful Accounts
(Dollar amounts in thousands)
<CAPTION>
December 31, December 25, December 26,
1994* 1993* 1992
- ------------------------------------------------------------
<S> <C> <C> <C>
Balance at $ 13,753 $ 11,834 $ 8,907
beginning of year
Activity for year:
Provision charged 8,007 4,220 3,919
to income
Additions resulting 1,769 1,224 1,458
from acqusition
activity
Accounts written (7,696) (4,418) (3,822)
off
Recoveries on 997 893 1,372
accounts previ-
ously written
off
Balance at end $ 16,830 $ 13,753 $ 11,834
of year
<FN>
*Amounts have been restated for certain events as
described in Note 2 - "Restatement of Financial Information".
</TABLE>
<PAGE>
EXHIBIT INDEX
S-K Item 601 No. Document
(3)-a Certificate of Incorporation of
Bausch & Lomb Incorporated (filed as Exhibit (3)-a to
the Company's Annual Report on Form 10-K for the fiscal
year ended December 29, 1985, File No. 1-4105, and
incorporated herein by reference).
(3)-b Certificate of Amendment of Bausch
& Lomb Incorporated (filed as Exhibit (3)-b to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988, File No. 1-4105, and
incorporated herein by reference).
(3)-c Certificate of Amendment of Bausch
& Lomb Incorporated (filed as Exhibit (3)-c to the
Company's Annual report on Form 10-K for the fiscal
year ended December 26, 1992, File No. 1-4105, and
incorporated herein by reference).
(3)-d By-Laws of Bausch & Lomb
Incorporated, as amended, effective October 28, 1986
(filed as Exhibit (3)-b to the Company's Annual Report
on Form 10-K for the fiscal year ended December 28,
1986, File No. 1-4105, and incorporated herein by
reference).
(4)-a Certificate of Incorporation of
Bausch & Lomb Incorporated (filed as Exhibit (4)-a to
the Company's Annual Report on Form 10-K for the fiscal
year ended December 29, 1985, File No. 1-4105, and
incorporated herein by reference).
(4)-b Certificate of Amendment of Bausch
& Lomb Incorporated (filed as Exhibit (4)-b to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988, File No. 1-4105, and
incorporated herein by reference).
(4)-c Certificate of Amendment of Bausch
& Lomb Incorporated (filed as Exhibit (4)-c to the
Company's Annual report on Form 10-K for the fiscal
year ended December 26, 1992, File No. 1-4105, and
incorporated herein by reference).
(4)-d Form of Indenture, dated as of
September 1, 1991, between the Company and Citibank,
N.A., as Trustee, with respect to the Company's Medium-
Term Notes (filed as Exhibit 4-(a) to the Company's
Registration Statement on Form S-3, File No. 33-42858,
and incorporated herein by reference).
(4)-e Rights Agreement between the
Company and The First National Bank of Boston, as
successor to Chase Lincoln First Bank, N.A. (filed as
Exhibit 1 to the Company's Current Report on Form 8-K
dated July 25, 1988, File No. 1-4105, and incorporated
herein by reference).
(4)-f Amendment to the Rights Agreement
between the Company and The First National Bank of
Boston, as successor to Chase Lincoln First Bank, N.A.
(filed as Exhibit 1 to the Company's Current Report on
Form 8-K dated July 31, 1990, File No. 1-4105, and
incorporated herein by reference).
(10)-a Change of Control Employment
Agreement with certain executive officers of the
Company (filed as Exhibit (10)-a to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 29, 1990, File No. 1-4105, and incorporated
herein by reference).
(10)-b The Bausch & Lomb Incorporated
Executive Incentive Compensation Plan (filed herewith).
(10)-c The Bausch & Lomb Supplemental
Retirement Income Plan I, as restated (filed as Exhibit
(10)-e to the Company's Annual Report on Form 10-K for
the fiscal year ended December 29, 1990, File No. 1-
4105, and incorporated herein by reference).
(10)-d The Bausch & Lomb Supplemental
Retirement Income Plan II, as restated (filed as
Exhibit (10)-f to the Company's Annual Report on Form
10-K for the fiscal year ended December 29, 1990, File
No. 1-4105, and incorporated herein by reference).
(10)-e The Bausch & Lomb Supplemental
Retirement Income Plan III (filed as Exhibit (10)-g to
the Company's Annual Report on Form 10-K for the fiscal
year ended
December 26, 1992, File No. 1-4105, and incorporated
herein by reference).
(10)-f The Bausch & Lomb Incorporated Long
Term Incentive Program, as restated (filed as Exhibit
(10)-g to the Company's Annual Report on Form 10-K for
the fiscal year ended December 29, 1985, File No. 1-
4105, and incorporated herein by reference).
(10)-g Amendment to the Bausch & Lomb
Incorporated Long Term Incentive Program (filed as
Exhibit (10)-i to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1988, File
No. 1-4105, and incorporated herein by reference).
(10)-h The Bausch & Lomb Incorporated
Management Executive Incentive Plan (filed herewith).
(10)-i The Bausch & Lomb Supplemental
Management Executive Incentive Plan (filed herewith).
(10)-j The Bausch & Lomb Incorporated Long
Term Performance Stock Plan I (filed herewith).
(10)-k Bausch & Lomb Incorporated Long
Term Performance Stock Plan II, as amended (filed as
Exhibit (10)-i to the Company's Annual Report on Form
10-K for fiscal year ended December 25, 1993, File No.
1-4105 and incorporated herein by reference).
(10)-l The 1982 Stock Incentive Plan of
Bausch & Lomb Incorporated (filed as Exhibit III-F to
the Company's Annual Report on Form 10-K for the fiscal
year ended December 26, 1982, File No. 1-4105, and
incorporated herein by reference).
(10)-m Amendment to the 1982 Stock
Incentive Plan of Bausch & Lomb Incorporated (filed as
Exhibit (10)-l to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1988, File
No. 1-4105, and incorporated herein by reference).
(10)-n Amendment to the 1982 Stock
Incentive Plan of Bausch & Lomb Incorporated (filed as
Exhibit (10)-k to the Company's Annual Report on Form
10-K for the fiscal year ended December 29, 1990, File
No. 1-4105, and incorporated herein by reference).
(10)-o The 1987 Stock Incentive Plan of
Bausch & Lomb Incorporated (filed as Exhibit I.B to the
Company's Registration Statement on Form S-8, File No.
33-15439, and incorporated herein by reference).
(10)-p Amendment to the 1987 Stock
Incentive Plan of Bausch & Lomb Incorporated (filed as
Exhibit (10)-n to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1988, File
No. 1-4105, and incorporated herein by reference).
(10)-q Amendment to the 1987 Stock
Incentive Plan of Bausch & Lomb Incorporated (filed as
Exhibit (10)-n to the Company's Annual Report on Form
10-K for the fiscal year ended December 29, 1990, File
No. 1-4105, and incorporated herein by reference).
(10)-r The 1990 Stock Incentive Plan of
Bausch & Lomb Incorporated, as amended (filed as
Exhibit (10)-o to the Company's Annual Report on Form
10-K for the fiscal year ended December 29, 1990, File
No. 1-4105, and incorporated herein by reference).
(10)-s The Bausch & Lomb Incorporated
Director Deferred Compensation Plan, as restated (filed
as Exhibit (10)-p to the Company's Annual Report on
Form 10-K for the fiscal year ended December 28, 1991,
File No. 1-4105, and incorporated herein by reference).
(10)-t The Bausch & Lomb Incorporated
Executive Deferred Compensation Plan, as restated
(filed as Exhibit (10)-q to the Company's Annual Report
on Form 10-K for the fiscal year ended December 28,
1991, File No. 1-4105, and incorporated herein by
reference).
(10)-u The Bausch & Lomb Incorporated
Executive Benefit Plan, as amended (filed as Exhibit
(10)-t to the Company's Annual Report on Form 10-K for
the fiscal year ended December 29, 1990, File No. 1-
4105, and incorporated herein by reference).
(10)-v The Bausch & Lomb Incorporated
Executive Security Program (filed as Exhibit (10)-s to
the Company's Annual Report on Form 10-K for the fiscal
year ended December 30, 1989, File No. 1-4105, and
incorporated herein by reference).
(10)-w The Bausch & Lomb Retirement
Benefit Restoration Plan (filed as Exhibit (10)-t to
the company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1991, File No. 1-4105, and
incorporated herein by reference).
(11) Statement Regarding Computation of
Per Share Earnings (filed herewith).
(12) Statement Regarding Computation of
Ratio of Earnings to Fixed Charges (filed herewith).
(13) The Bausch & Lomb 1994 Annual
Report to Shareholders for the fiscal year ended
December 31, 1994 (filed herewith). With the exception
of the pages of the Annual Report specifically
incorporated by reference herein, the Annual Report is
not deemed to be filed as a part of this Report on Form
10-K/A.
(22) Subsidiaries (filed herewith).
(24) Report of Independent Accountants
on Financial Statement Schedules and Consent of
Independent Accountants (filed herewith).
(25) Power of attorney with respect to
the signatures of directors in this Report on Form
10-K/A (filed herewith).
(27) Financial Data Schedule (filed
herewith).
<PAGE>
EXHIBIT (10)-b
THE EXECUTIVE INCENTIVE COMPENSATION PLAN
1.0 INTRODUCTION
The Executive Incentive Compensation Plan is
established to provide incentive compensation in the
form of a supplement to the base salaries of those
officers, managers, and key employees who contribute
significantly to the growth and success of the
Company's business; to attract and to retain, in the
employ of the Company, individuals of outstanding
ability; and to align the interests of those who hold
positions of major responsibility in the Company with
the interests of the Company's shareholders.
2.0 ELIGIBILITY
Those members of the executive management group whose
duties and responsibilities contribute significantly to
the growth and success of the Company's business are
eligible. This generally includes all positions in the
mid-management/technical band and above, in Rochester
based divisions or functions. The plan may be adopted
by non-Rochester based divisions.
The participant must be on the payroll in an eligible
position before July 1 of the plan year, to be eligible
for an award.
3.0 DEFINITIONS
3.1 A standard incentive award has been established for
each salary grade or job band and is
expressed as a percentage of period salary
(i.e., eligible base salary earnings for
the year). Exhibit I defines standard
percentage schedules.
The standard incentive award is the
award payout level which over time,
participants, units and the corporation
should average, and will be the amount
which will be used for financial accrual
purposes during the incentive year.
3.2 An approved incentive award is the incentive which has
been approved by the Chairman of the Board
of directors and the Committee On
Management of the Board to be paid by the
company to the participant.
Actual incentive award amounts, based
upon individual and organizational
performance, can vary from 0% for
unacceptable performance, or for approved
incentive awards from a minimum of 25% to a
maximum of 175% of standard. In any event,
an award cannot exceed the maximum.
4.0 MEASURES OF PERFORMANCE
Each organizational unit and eligible participant will
set performance measures. These will be applied for
incentive plan purposes as follows:
<TABLE>
<CAPTION>
Global
Corporation Business Unit Individual
<S> <C> <C> <C> <C>
Global Business 20% 20% 60%
Managers
Other Staff Officers 50% 50%
and Corporate
Staff Participants
Division Presidents 25% 75%
Division Participants 50% 50%
</TABLE>
4.1 The "Organizational Performance Management
System" (OPMS) has been established to
evaluate corporate, division, and profit
center performance for Executive Incentive
Compensation Plan purposes.
The OPMS is based upon four specific
organizational objectives, each with a
weight of 25%. These objectives are to be
agreed upon at the beginning of the plan
year. They must include the following
measurable financial categories: sales,
operating earnings, asset management, and
annual contribution to long term vitality
of the operating unit. For the three
financial goals performance levels for 5,
4, 3, 2, and 1 ratings are to be defined at
the beginning of the plan year for each
goal. The fourth goal will be assessed at
year end by the CEO. In addition, each
operating unit must define quality/customer
satisfaction objectives for the year.
Achievement of these objectives may be used
to modify calculated results up to +10%.
In general, it is expected that the
calculated organizational results will
determine the performance rating for the
unit. However, after calculation of year
end OPMS results, the CEO may make a
modification of +20% including the +10% for
Quality to the calculated rating, if
performance is not accurately reflected in
performance measures (i.e., due to general
economic, industry change, corporate
strategy change, natural disaster).
Adjustments must be made in 5% increments.
4.2 The Individual Performance Management System"
(IPMS) for use with the Executive Incentive
Plan will consist of five or fewer specific
individual objectives. These objectives
are to be agreed upon at the beginning of
the Plan year. They must be measurable and
generally within the participant's control.
Further, there will be a pre-determined
weighting among the objectives reflecting
the priority of these objectives.
Individual performance will be determined
by the participants' supervisor and
approved by the Division/Group Presidents
or appropriate corporate staff function
head.
In general, it is expected that the
calculated individual results will
determine the performance rating. However,
the unit or functional officer may make an
adjustment of +20% to the calculated
ratings if performance is not accurately
reflected in performance measures.
Adjustments must be made in 5% increments.
5.0 DEFINITION OF PERFORMANCE
The following "definitions of performance" are to be
utilized for the plan:
<TABLE>
<CAPTION>
PERFORMANCE
DESIGNATION DEFINITION
<S> <C>
5 (maximum) Extraordinary performance
where the objective was
exceeded by a wide margin.
4 (high standard) Excellent performance where
the objective was exceeded.
3 (standard) Successful performance where
the objective was well met.
2 (low standard) Performance fell short of
goal.
1 (minimum) Performance was well below
expectations.
</TABLE>
6.0 PROCEDURE FOR BONUS CALCULATION AND APPROVAL
Each participant's total bonus will be calculated as
follows:
1) The standard bonus (see Section 3.1) is
divided into appropriate corporation/unit-
individual components (as defined in
Section 4.0).
2) For the organizational components;
A. The final rating is converted to a percentage
factor (see Attachment I conversion
table).
B. The factor is multiplied by the standard
organizational bonus.
C. There is no organizational award granted
if final overall rating is below 2.0.
3) For the individual component;
A. The final rating is converted to a
percentage factor (see Attachment III conversion
table).
B. The factor is multiplied by the standard
individual bonus.
C. There is no individual award granted if
final overall rating is below 2.0.
4) To calculate the total bonus, the
components are added.
The Division Presidents will submit their
recommendations for individual incentive awards to
their immediate superiors In all instances the
recommendations for the Corporate awards will be
submitted to the Chief Executive Officer for
concurrence.
Corporate function heads will submit their
recommendations for individual awards to their
immediate superior who will then submit the
recommendations to the Chief Executive Officer for
concurrence.
7.0 REMOVAL, TRANSFERS AND TERMINATIONS
7.1 Participants
whose employment with the Company is
terminated because of retirement, death, or
disability:
- After the close of the plan year, but
prior to the actual distribution of awards
for such year, may be awarded a full
incentive award for the plan year. In the
case of death, such payment will be made to
a beneficiary.
- After the beginning, but prior to the
end of the plan year, may receive an
incentive award for that year based on a
prorated calculation reflecting their
employment with the Company and
participation in the Plan during year.
Awards will not be paid for any period less
than six months participation in the plan
year.
7.2 Participants who
are terminated in the fourth quarter of the
year due to a re-structuring which results
in job elimination, may receive an
incentive award for that year based on a
prorated calculation reflecting their
employment with the Company and
participation in the Plan during that year.
7.3 Participants
transferred during the plan year within the
Company will be awarded an incentive
payment through the division in which the
participant is employed at the end of the
plan year. It will be based on the
contribution made in each division in which
the participant was employed during the
year. To this end a written evaluation and
rating must be completed by the
participant's superior upon transfer. The
awarding division will be charged for the
full amount of the bonus.
7.4 Notwithstanding
the foregoing, a special prorated incentive
award shall be paid to participants if,
during the period between the date of a
change in control and the next award date
determined pursuant to Section 10:
1) the participant's employment is
terminated involuntarily other than for
good cause, or
2) the Plan is terminated.
The amount of the award shall be calculated as a
percentage of period earnings based upon standard
performance and prorated through the date of
termination of the participant or the Plan, as
applicable.
A change of control of the Company is defined as
follows:
A. The acquisition by any individual, entity or
group (within the meaning of Section 13 (d) (3) or 14
(d) (2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock")
or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled
to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition
directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege unless
the security being so converted was itself acquired
directly from the Company), (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or
(iv) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation, the
conditions described in clauses (i), (ii) and (iii) of
paragraph C of this Section 7.0 are satisfied; or
B. Individuals who, as of the date hereof,
constitute the Board of Directors of the Company (the
"Board" and, as of the date hereof, the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any
individual becoming a director subsequent to the date
hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of
either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
C. Approval by the shareholders of the Company
of a reorganization, merger, binding share exchange or
consolidation, in each case, unless, following such
reorganization, merger, binding share exchange or
consolidation, (i) more than 60% of, respectively, the
then outstanding shares of common stock of the
corporation resulting from such reorganization, merger,
binding share exchange or consolidation and the
combined voting power of the then outstanding voting
securities of such corporation entitled to vote
generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or
consolidation in substantially the same proportions as
their ownership, immediately prior to such
reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Stock and
Outstanding Company Voting Securities, as the case may
be, (ii) no Person (excluding the Company, any employee
benefit plan (or related trust) of the Company or such
corporation resulting from such reorganization, merger,
binding share exchange or consolidation and any Person
beneficially owning, immediately prior to such
reorganization, merger, binding share exchange or
consolidation, directly or indirectly, 20% or more of
the Outstanding Company Stock or Outstanding Company
Voting Securities, as the case may be) beneficially
owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common
stock of the corporation resulting from such
reorganization, merger, binding share exchange or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
and (iii) at least a majority of the members of the
board of directors of the corporation resulting from
such reorganization, merger, binding share exchange or
consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement
providing for such reorganization, merger, binding
share exchange or consolidation; or
D. Approval by the shareholders of the Company
of (i) a complete liquidation or dissolution of the
Company or (ii) the sale or other disposition of all or
substantially all of the assets of the Company, other
than to a corporation, with respect to which following
such sale or other disposition, (a) more than 60% of,
respectively, the then outstanding shares of common
stock of such corporation and the combined voting power
of the then outstanding voting securities of such
corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the
individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of
the same Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may
be, (b) no Person (excluding the Company and any
employee benefit plan (or related trust) of the Company
or such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition,
directly or indirectly, 20% or more of the Outstanding
Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of, respectively,
the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
and (c) at least a majority of the members of the board
of directors of such corporation were members of the
Incumbent Board at the time of the execution of the
initial agreement or action of the Board providing for
such sale or other disposition of assets of the
Company.
7.5 Participants who
leave the company or are terminated prior
to the actual payment of award for reasons
other than retirement, death, disability,
termination in the fourth quarter due to a
restructuring which results in job
elimination, change in control, will
forfeit the award for that plan year.
8.0 INCENTIVE AWARDS THROUGH CONTRACTUAL AGREEMENTS
Incentive awards may be made to participants who do not
meet the six month eligibility requirements only if the
following conditions are met.
(1) Award must be
made through contractual agreement made
upon hiring, re-assignment, or commencement
of special project or assignment. These
arrangements must be approved in writing by
Division President, Corporate Compensation,
Corporate V.P. Human Resources, and normal
1 over 1 approval matrix.
9.0 ADMINISTRATION OF THE PLAN
The Committee On Management of the Board of Directors
reserves the right to interpret, amend, modify or
terminate the existing program in accordance with
changing conditions. Further, no participant eligible
to receive any payments shall have any rights to
pledge, assign, or otherwise dispose of unpaid portion
of such payments. The Committee On Management is
responsible for overall administration of the Plan. It
will determine who will receive incentives and the
amount of each incentive. It may also review the
standards and objectives for a particular year. The
Committee On Management may change or terminate the
Plan at any time and no person has any rights with
respect to an incentive award until it has been paid.
10.0 INCENTIVE AWARD DISTRIBUTION
Incentive awards, when payable, shall be paid in the
latter part of the month of February following the
close of the preceding fiscal year.
Participants may also elect to defer all or part of an
incentive award in accordance with the procedure set
forth in the Company's Deferred Compensation Plan.
BAUSCH & LOMB INCORPORATED
BY: /s/ James P. Greenawalt
JAMES P. GREENAWALT
CORPORATE VICE PRESIDENT
HUMAN RESOURCES
AGREED to this 19th day
of December, 1994.
<PAGE>
EXHIBIT (10)-h
THE BAUSCH & LOMB INCORPORATED MANAGEMENT EXECUTIVE
INCENTIVE PLAN
1.0 INTRODUCTION
The Management Executive Incentive Plan is established
to provide incentive compensation in the form of a
supplement to the base salaries of the officers who
comprise the Management Executive Committee; to attract
and to retain, in the employ of the Company,
individuals of outstanding ability; and to align the
interests of those who hold positions of major
responsibility in the Company with the interests of the
Company's shareholders.
2.0 ELIGIBILITY
The Chairman and Chief Executive Officer, President and
Chief Operating Officer, Senior Vice President
Corporate Affairs and Secretary, and Senior Vice
President Finance are eligible to participate in The
Management Executive Incentive Plan. The participant
must be on the payroll in an eligible position before
July 1 of the plan year, to be eligible for an award.
Participants in this Plan are not eligible to
participate in the Executive Incentive Compensation
Plan.
3.0 DEFINITIONS
3.1 A standard
incentive award has been established for
each salary grade or job band for
participants in this Plan and is expressed
as a percentage of period salary (i.e.,
eligible base salary earnings for the
year). The standard percentages are:
Chairman and Chief Executive 65
Officer
President and Chief Operating 55
Officer
Senior Vice President 50
Corporate Affairs and
Secretary
Senior Vice President Finance 50
3.2 An approved
incentive award is the incentive award
which has been approved by the Committee On
Management of the Board of Directors (the
"Committee on Management") to be paid by
the Company to the participant.
Actual incentive award amounts, based
upon organizational performance, can vary
from 0% for unacceptable performance to a
range from a minimum of 50% to a maximum of
175% of standard for acceptable
performance. In any event, an award cannot
exceed the maximum.
4.0 MEASURES OF PERFORMANCE
The Committee on Management will set performance
measures to be applied for incentive plan purposes.
These performance measures will determine 100% of the
bonus calculation for participants in this Plan.
4.1 The "Organizational Performance Management
System" (OPMS) has been established to
evaluate performance for the Management
Executive Incentive Plan.
The OPMS is based upon specific
organizational objectives, which are
established prior to the beginning of each
year by the Committee on Management. These
objectives include the following:
<TABLE>
<CAPTION>
Performance Measures Weightings
<S> <C>
Sales growth 30%
EPS growth 30%
ROE 30%
Aggregate weighted 10%
customer service ratings
from each of the operating
divisions
</TABLE>
Performance levels for 5, 4, 3, 2, and 1
ratings are defined by the Committee on
Management prior to the beginning of the
plan year for each goal.
5.0 DEFINITION OF PERFORMANCE
The following "definitions of performance" are to be
utilized for the Plan:
<TABLE>
<CAPTION>
PERFORMANCE
DESIGNATION DEFINITION
<S> <C>
5 (maximum) Extraordinary performance
where the objective was
exceeded by a wide margin.
4 (high standard) Excellent performance where
the objective was exceeded.
3 (standard) Successful performance where
the objective was well met.
2 (low standard) Performance feel short of
goal.
1 (minimum) Performance was well below
expectations.
</TABLE>
6.0 PROCEDURE FOR BONUS CALCULATION AND APPROVAL
Each participant's total bonus will be calculated as
follows:
1) The standard award is calculated by
multiplying the participant's period salary
by the standard percentage set forth in
Section 3.1.
2) The final organizational rating is
determined by weighting the performance
ratings determined under Section 5 in
accordance with the percentages in Section
4.1; adding the four weighted ratings; and
converting the total performance ratings to
a percentage factor pursuant to Attachment
I, conversion table.
3) The percentage factor is then multiplied
times the standard bonus.
4) There is no award granted if final
organizational rating is below 2.0.
7.0 REMOVAL, TRANSFERS AND TERMINATIONS
Participants whose employment with the Company is
terminated because of retirement, death, or disability:
- After the close of the plan year, but
prior to the actual distribution of awards
for such year, may be awarded a full
incentive award earned for the plan year.
In the case of death, such payment will be
made to a beneficiary.
- After the beginning, but prior to the
end of the plan year, may receive an
incentive award for that year based on a
prorated calculation reflecting their
employment with the Company within the year
and the award earned. Awards will not be
paid for any period less than six months
participation in the plan year.
Participants who leave the company for reasons other
than retirement, death, disability, change in control,
or are terminated prior to the actual payment of award
will forfeit the award for that plan year.
Notwithstanding the foregoing, a special prorated
incentive award shall be paid to participants if,
during the period between the date of a change in
control and the next award date determined pursuant to
Section 10:
1) the participant's employment is
terminated involuntarily other than for
good cause, or
2) the Plan is terminated.
The amount of the award shall be calculated as a
percentage of period earnings based upon standard
performance and prorated through the date of
termination of the participant or the Plan, as
applicable.
A change of control of the Company is defined as
follows:
A. The acquisition by any individual, entity or
group (within the meaning of Section 13 (d) (3) or 14
(d) (2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock")
or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled
to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition
directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege unless
the security being so converted was itself acquired
directly from the Company), (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or
(iv) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation, the
conditions described in clauses (i), (ii) and (iii) of
paragraph C of this Section 7.0 are satisfied; or
B. Individuals who, as of the date hereof,
constitute the Board of Directors of the Company (the
"Board" and, as of the date hereof, the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any
individual becoming a director subsequent to the date
hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of
either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
C. Approval by the shareholders of the Company
of a reorganization, merger, binding share exchange or
consolidation, in each case, unless, following such
reorganization, merger, binding share exchange or
consolidation, (i) more than 60% of, respectively, the
then outstanding shares of common stock of the
corporation resulting from such reorganization, merger,
binding share exchange or consolidation and the
combined voting power of the then outstanding voting
securities of such corporation entitled to vote
generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or
consolidation in substantially the same proportions as
their ownership, immediately prior to such
reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Stock and
Outstanding Company Voting Securities, as the case may
be, (ii) no Person (excluding the Company, any employee
benefit plan (or related trust) of the Company or such
corporation resulting from such reorganization, merger,
binding share exchange or consolidation and any Person
beneficially owning, immediately prior to such
reorganization, merger, binding share exchange or
consolidation, directly or indirectly, 20% or more of
the Outstanding Company Stock or Outstanding Company
Voting Securities, as the case may be) beneficially
owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common
stock of the corporation resulting from such
reorganization, merger, binding share exchange or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
and (iii) at least a majority of the members of the
board of directors of the corporation resulting from
such reorganization, merger, binding share exchange or
consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement
providing for such reorganization, merger, binding
share exchange or consolidation; or
D. Approval by the shareholders of the Company
of (i) a complete liquidation or dissolution of the
Company or (ii) the sale or other disposition of all or
substantially all of the assets of the Company, other
than to a corporation, with respect to which following
such sale or other disposition, (a) more than 60% of,
respectively, the then outstanding shares of common
stock of such corporation and the combined voting power
of the then outstanding voting securities of such
corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the
individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of
the same Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may
be, (b) no Person (excluding the Company and any
employee benefit plan (or related trust) of the Company
or such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition,
directly or indirectly, 20% or more of the Outstanding
Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of, respectively,
the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
and (c) at least a majority of the members of the board
of directors of such corporation were members of the
Incumbent Board at the time of the execution of the
initial agreement or action of the Board providing for
such sale or other disposition of assets of the
Company.
8.0 ADMINISTRATION OF THE PLAN
The Committee On Management reserves the right to
interpret, amend, modify or terminate the existing
program in accordance with changing conditions, but
only to the extent authorized or permitted by law. The
Committee On Management is responsible for overall
administration of the Plan. It will determine who will
receive incentives and the amount of each incentive.
It may also review the standards and objectives for a
particular year. The Committee On Management may
change or terminate the Plan at any time and no person
has any rights with respect to an incentive award until
it has been paid. Notwithstanding the foregoing, the
Committee on Management shall not exercise any
discretionary authority granted to it pursuant to this
Section in a way which would cause the Company to lose
the benefit of the performance based exemption from the
$1 million cap on individual compensation deductions
for publicly traded corporations set forth in IRC
Section 162 (m).
No participant eligible to receive any payments shall
have any rights to pledge, assign, or otherwise dispose
of unpaid portion of such payments.
9.0 INCENTIVE AWARD DISTRIBUTION
Incentive awards, when payable, shall be paid in the
latter part of the month of February following the
close of the preceding fiscal year.
Participants may also elect to defer all or part of an
incentive award in accordance with the procedure set
forth in the Company's Deferred Compensation Plan.
BAUSCH & LOMB INCORPORATED
BY: /s/ James P. Greenawalt
JAMES P. GREENAWALT
CORPORATE VICE PRESIDENT
HUMAN RESOURCES
AGREED to this 28th day
of February, 1994.
<PAGE>
EXHIBIT (10)-i
THE BAUSCH & LOMB INCORPORATED SUPPLEMENTAL MANAGEMENT
EXECUTIVE INCENTIVE PLAN
1.0 INTRODUCTION
The Supplemental Management Executive Incentive Plan is
designed to advance the interests of Bausch & Lomb and
its shareholders by (i) providing incentives for those
key executives who have overall responsibility for the
performance of the company; (ii) reinforcing corporate
financial goals; (iii) providing competitive levels of
compensation for key executives; and (iv) aligning
management and shareholder interests.
The Plan is established to allow the Committee on
Management of the Board of Directors (the "Committee"),
in its discretion, to make an incentive award in
addition to that calculated in The Management Executive
Incentive Plan (MEIP) or the Long Term Performance
Stock Plan (LTPSP), if the executive's or company's
performance exceeds the performance measured by MEIP
and LTPSP.
2.0 ELIGIBILITY
Senior officers with overall responsibility for the
long term performance of the Company are eligible to
participate in The Supplemental Management Executive
Incentive Plan. The Committee will designate the
executives to participate in the Plan. The participant
must be on the payroll in an eligible position before
July 1 of the plan year, to be eligible for an award.
3.0 SUPPLEMENTAL AWARDS
The Committee will make an award under this Plan if it
determines that such an award is in the interests of
Bausch & Lomb and its shareholders given the criteria
set forth in Section 1.0 above. Awards under this Plan
may be made in cash or Bausch & Lomb Class B Stock
granted pursuant to the 1990 Stock Incentive Plan or
any successor plan.
4.0 ADMINISTRATION OF THE PLAN
The Committee reserves the right to interpret, amend,
modify or terminate the existing program in accordance
with changing conditions. Further, no participant
eligible to receive any payments shall have any rights
to pledge, assign, or otherwise dispose of unpaid
portion of such payments. The Committee is responsible
for overall administration of the Plan. It will
determine who will receive incentives and the amount of
each incentive. The Committee may change or terminate
the Plan at any time and no person has any rights with
respect to an incentive award until it has been paid.
5.0 INCENTIVE AWARD DISTRIBUTION
Incentive awards, when payable, shall be paid in the
latter part of the month of February following the
close of the preceding fiscal year.
Participants may also elect to defer all or part of an
incentive award in accordance with the procedure set
forth in the Company's Deferred Compensation Plan. Any
payments made under this Plan which would result in
incentive compensation to a participant which would not
be deductible pursuant to IRC Section 162(m) ($1MM cap
on individual compensation deductions for publicly
traded corporations) shall, to the extent of such non-
deductible compensation, automatically be paid into the
Deferred Compensation Plan on behalf of the
participant. Such deferred payment would be invested
at the direction of the plan participant, and would be
paid out subsequent to retirement.
BAUSCH & LOMB INCORPORATED
BY: /s/James P. Greenawalt
JAMES P. GREENAWALT
CORPORATE VICE PRESIDENT
HUMAN RESOURCES
AGREED to this 28th day
of February, 1994.
<PAGE>
EXHIBIT (10)-j
LONG TERM PERFORMANCE STOCK PLAN - I
I. PURPOSE
The Long Term Performance Stock Plan - I (the
"Plan") is designed to advance the interests of
Bausch & Lomb Incorporated (the "Company") and its
shareholders by (i) providing incentives for those
key executives who have overall responsibility for
the long term performance of the Company; (ii)
reinforcing corporate long term financial goals;
(iii) providing competitive levels of long term
compensation for key executives; and (iv) aligning
management and shareholder interests.
II. ELIGIBILITY
Participation in the Plan is limited to senior
officers with overall responsibility for the long
term performance of the Company. The Committee on
Management of the Board of Directors (the
"Committee") will designate executives to
participate in the Plan ("Participants").
Participants in this Plan are not eligible to
participate in the Company's other Long Term
Performance Stock Plans.
III. AWARD CYCLES
Award cycles ("Award Cycles") will be measured
over three year periods, with the performance
award, if any, for each Award Cycle to be paid
early in the fourth year. There will be a series
of overlapping Award cycles with a new Award Cycle
starting and an old Award Cycle finishing each
year.
IV. PERFORMANCE GOALS
The Committee, after consultation with management,
will establish performance goals for each Award
Cycle, ensuring that the goals are equitable and
compatible with the Company's major business
objectives. The performance goals for each Award
Cycle will be based upon a matrix of sales growth
and return on equity ("ROE") for the Company.
V. AWARDS
If the performance goals of the Company are
achieved for an Award Cycle, Participants in the
Plan will be eligible for awards which are
calculated using an adjusted salary mid-point
equal to the Participant's salary midpoint in
effect in the first year of the Award Cycle
multiplied times 110% ("Adjusted Salary
Midpoint"). The Adjusted Salary Midpoint is then
multiplied by 50% to calculate the standard award
("Standard Award") for each salary grade. If a
Participant's salary grade changes in the course
of an Award Cycle, the Participant's Standard
Award will be adjusted using the Adjusted Salary
Midpoint for the new grade level which was in
effect during the first year of that Award Cycle.
Depending upon the level of performance achieved
by the Company, the amount of a Participant's
actual award will range from 0% to 200% of the
Standard Award (the "Award"). Awards paid
pursuant to this Plan will consist of cash and
Bausch & Lomb Class B Stock granted pursuant to
the 1990 Stock Incentive Plan or any successor
plan (the "Stock Plan").
VI. PERFORMANCE UNITS
At the December meeting of the Committee prior to
the commencement of the Award Cycle, each
Participant will receive performance units
("Performance Units") equal to the number of
shares of Class B Stock which, as of the date of
such meeting of the Committee, have an aggregate
fair market value (as determined under the Stock
Plan) equal to 50% of each Participant's Standard
Award. During the Award Cycle, the Company will
accrue quarterly dividends on each Participant's
Units equal to the dividends which would be
payable on a like number of shares of Class B
Stock. At the time of a payout pursuant to
Section VII, the Participant will receive a cash
payment equal to the dividends which would have
been payable on the shares of Class B Stock
included in the Award (if any) if such shares had
been held by the Participant during the cycle. If
a Participant's Standard Award calculation changes
because of a salary grade change in the course of
an Award Cycle, the number of Performance Units
will be adjusted accordingly.
VII. PAYOUTS
At the end of each Award Cycle, the Standard Award
will be adjusted by the Committee to reflect sales
growth and ROE performance on the applicable
payout matrix to determine the amount of the Award
payable to each Participant. One half of that
amount shall be paid in cash. The Participant
will also receive shares of Class B Stock
(pursuant to the Stock Plan) equal to the number
of Performance Units granted to the Participant;
provided, however, that if the Award is based upon
a percentage which is more than or less than 100%
of the Standard Award, the number of shares of
Class B Stock to be granted will be adjusted up or
down by a like percentage. There will be no
adjustments in the number of shares of Class B
Stock for fluctuations up or down in the fair
market value of Class B Stock from the date of
grant of Performance Units at the beginning of the
Award Cycle to the date of grant of the Class B
Stock, if any, after the Award Cycle.
Whether or not an Award is paid for an Award
Cycle, all Performance Units granted hereunder for
an Award Cycle shall expire at the end of the
Award Cycle, and Participants shall have no
further rights with respect to such Units, except
to the extent that their performance entitles them
to an Award. Performance Units shall not give
Participants any rights under the Stock Plan
maintained by the Company.
VIII. DEFERRAL
Any or all of the cash portion of an Award may be
deferred, at the option of the Participant, into
the Company's Deferred Compensation Plan. Notice
of such a deferral must be given to the Company at
least 18 months prior to the end of each Award
Cycle for which deferral is requested.
IX. TERMINATION OF EMPLOYMENT
If the Participant's employment with the Company
terminates before the end of any Award Cycle due
to death, disability, or retirement, the
Participant or his/her beneficiary is entitled to
a pro rata share of any Award earned and paid at
the end of the Award Cycle. If the Participant's
employment with the Company terminates before the
end of any Award Cycle for any other reason, the
Participant's Performance Units shall be forfeited
and the Participant shall not be entitled to any
Award hereunder.
X. ADMINISTRATION OF THE PLAN
The Committee is responsible for the overall
administration of the Plan. The Committee will,
by formal resolution: 1) establish the Performance
Goals for the Award Cycle before the beginning of
each Award Cycle; and 2) administer the Plan in
all respects to carry out its purposes and
objectives including, but not limited to,
responding to changes in tax laws, regulations or
rulings, changes in accounting principles or
practices, mergers, acquisitions or divestitures,
major technical innovations, or extraordinary, non-
recurring, or unusual items, to preserve the
integrity of the Plan's objectives. The Committee
reserves the right, in its discretion, to pay any
Awards hereunder entirely in cash. The Committee
further reserves the right to interpret, amend,
modify or terminate the Plan, but only to the
extent authorized or permitted by law. The
effective date of each Award Cycle is January 1 of
the first year of the performance period.
Notwithstanding the foregoing, the Committee shall
not exercise any discretionary authority granted
to it pursuant to this Section in a way which
would cause the Company to lose the benefit of the
performance based exemption from the $1 million
cap on individual compensation deductions for
publicly traded corporations set forth in IRC
Section 162 (m).
XI. RECAPITALIZATION
In the event there is any recapitalization in the
form of a stock dividend, distribution, split,
subdivision or combination of shares of common
stock of the Company, resulting in an increase or
decrease in the number of common shares
outstanding, the number of Performance Units then
granted under the Plan shall be increased or
decreased proportionately, as the case may be.
XII. REORGANIZATION
If, pursuant to any reorganization, sale or
exchange of assets, consolidation or merger,
outstanding Class B Stock is or would be exchanged
for other securities of the Company or of another
company which is a party to such transaction, or
for property, any grant of Performance Units under
the Plan theretofore granted shall, subject to the
provisions of this Plan for making Awards, apply
to the securities or property into which the Class
B Stock covered thereby would have been changed or
for which such Class B Stock would have been
exchanged had such Class B Stock been outstanding
at the time.
Restated by Committee on
Management on February 10, 1994
BY: /s/James P. Greenawalt
JAMES P. GREENAWALT
CORPORATE VICE PRESIDENT
HUMAN RESOURCES
<PAGE>
EXHIBIT 11
<TABLE>
Statement Regarding Computation of Per Share Earnings
Dollars and Shares in Thousands-
Except Per Share Data
<CAPTION>
FOR THE YEARS ENDED
--------------------------
December 31, December 25,
1994* 1993*
------------ ------------
<S> <C> <C>
Net earnings $31,123 $138,902
--------- ----------
--------- ----------
Actual outstanding Common
and Class B shares
at beginning of year 59,118 59,444
Average Common shares issued
for stock options and
effects of assumed
exercise of Common
stock equivalents and
repurchase of Common and
Class B shares 621 671
-------- ---------
Average Common and Class B
shares outstanding 59,739 60,115
-------- ---------
-------- ---------
Net earnings per Common and
Common share equivalent $ 0.52 $ 2.31
--------- ---------
--------- ---------
<FN>
*Amounts have been restated as more fully described in
Note 2 - "Restatement of Financial Information".
</TABLE>
<PAGE>
EXHIBIT 12
<TABLE>
Statement Regarding Computation of Ratio of Earnings to
Fixed Charges
Dollar Amounts In Thousands
<CAPTION>
December 31, December 25,
1994* 1993*
------------ ------------
<S> <C> <C>
Earnings before provision
for income taxes and
minority interest $116,342 $216,022
Fixed charges 42,954 35,664
Less: Capitalized interest,
net of current period
amortization (260) (260)
-------- --------
Total earnings as adjusted $159,556 $251,946
-------- --------
-------- --------
Fixed charges:
Interest (including
interest expense
and capitalized interest) $ 41,379 $ 34,202
Portion of rents
representative
of the interest factor 1,575 1,462
-------- --------
Total fixed charges $ 42,954 $ 35,664
-------- --------
Ratio of earnings
to fixed charges 3.71 <F01> 7.06 <F02>
-------- ---------
-------- ---------
<FN>
*Amounts have been restated as more fully described
in Note 2 - "Restatement of Financial Information".
<F01>
Excluding the effect of the goodwill impairment
charge described in the Notes to Financial
Statements, the ratio of earnings to fixed charges at
December 31, 1994 would have been 5.46.
<F02>
Excluding the effect of restructuring charges
described in the Notes to Financial Statements,
the ratio of earnings to fixed charges at
December 25, 1993 would have been 8.47
</FN>
</TABLE>
<PAGE>
EXHIBIT 22
<TABLE>
SUBSIDIARIES OF BAUSCH & LOMB INCORPORATED
As of December 31, 1994
<CAPTION>
Jurisdiction Under
Name Which Organized
<S> <C>
Bausch & Lomb AG Switzerland
Bausch & Lomb (Australia) Pty. Ltd. Australia
B.L.J. Company Ltd. Japan
Bausch & Lomb BV Netherlands
Bausch & Lomb (Bermuda) Limited Bermuda
Bausch & Lomb Bermuda Finance Limited Bermuda
Bausch & Lomb Canada, Inc. Canada
Charles River Laboratories, Inc. Delaware
BL Industria Otica, Ltda. Brazil
Bausch & Lomb China, Inc. Delaware
Bausch & Lomb Colombia, S.A. Colombia
Bausch & Lomb Danmark A/S Denmark
Bausch & Lomb Espana, S.A. Spain
Bausch & Lomb Finance S.A. Switzerland
Oy Bausch & Lomb Finland AB Finland
Bausch & Lomb Foundation, Inc. New York
Bausch & Lomb France, S.A. France
Bausch & Lomb Fribourg S.A. Switzerland
Bausch & Lomb GmbH Austria
Bausch & Lomb (Hong Kong) Limited Hong Kong
Bausch & Lomb (Hong Kong) Lord Company Hong Kong
Bausch & Lomb (Ireland) Ireland
Bausch & Lomb India Limited India
Bausch & Lomb IOM/SpA Italy
Bausch & Lomb Korea, Inc. Korea
Bausch & Lomb (Malaysia) Sdn. Bhd. Malaysia
Dr. Mann Pharma Germany
Miracle-Ear Minnesota
Bausch & Lomb New Zealand, Ltd. New Zealand
Bausch & Lomb Norge A/S Norway
Operadora de Contactologia S.A. de C.V. Mexico
Outlook Eyewear Company Delaware
Bausch & Lomb Opticare, Inc. New York
Bausch & Lomb Oral Care Division, Inc. Georgia
Bausch & Lomb Pharmaceuticals, Inc. Delaware
Polymer Technology Corporation New York
Bausch & Lomb Puerto Rico, Inc. Puerto Rico
Bausch & Lomb Realty Corporation New York
Bausch & Lomb (Singapore) Private Ltd. Singapore
Bausch & Lomb Svenska AB Sweden
Bausch & Lomb Taiwan Limited Taiwan
Bausch & Lomb Turkey Turkey
Bausch & Lomb U.K. Limited England
Bausch & Lomb Venezuela C.A. Venezuela
Cornealent Waicon do Brasil Industria e
Comercio, Ltda. Brazil
Wilmington Partners L.P. Delaware
</TABLE>
<PAGE>
EXHIBIT (24)
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
Bausch & Lomb Incorporated
Our audits of the consolidated financial statements
referred to in our report dated January 23, 1996
appearing on page 61 of the 1994 Annual Report to
Shareholders of Bausch & Lomb Incorporated (which
report and consolidated financial statements are
incorporated by reference in this Annual Report on Form
10-K/A also included an audit of the Financial
Statement Schedules listed in Item 14(a)2, of this Form
10-K/A. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the
information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Rochester, New York
January 23, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
the Registration Statements on Form S-8 (Nos. 2-56066,
2-85158, 33-15439 and 33-35667) and in the Prospectus
constituting part of the Registration Statement on Form
S-3 (No. 33-51117) of Bausch & Lomb Incorporated of our
report dated January 23, 1996 appearing on page 61 of
the 1994 Annual Report to Shareholders of Bausch & Lomb
Incorporated which is incorporated in this Annual
Report on Form 10-K/A. We also consent to the
incorporation by reference of our above report on the
Financial Statement Schedules.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Rochester, New York
March 15, 1996
<PAGE>
EXHIBIT (25)
POWER OF ATTORNEY
The undersigned directors of Bausch & Lomb
Incorporated (the "Company"), each hereby constitutes
and appoints William H. Waltrip and Jay T. Holmes, or
either of them, his or her respective true and lawful
attorneys and agents, each with full power and
authority to act as such without the other, to sign for
and on behalf of the undersigned the Company's Annual
Report on Form 10-K/A for the year ended December 31,
1994, to be filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of
1934 and the related rules and regulations thereunder,
and any amendment or amendments thereto, the
undersigned hereby ratifying and confirming all that
said attorneys and agents, or either one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this instrument has been
executed by the undersigned as of this 27th day of
February, 1996.
/s/ Franklin E. Agnew /s/ Linda
Johnson Rice
Franklin E. Agnew Linda Johnson Rice
/s/ William Balderston III /s/ Alvin W. Trivelpiece
William Balderston III Alvin W. Trivelpiece
/s/ Bradford R. Boss /s/ William H. Waltrip
Bradford R. Boss William H. Waltrip
/s/ Jay T. Holmes /s/ Kenneth L. Wolfe
Jay T. Holmes Kenneth L. Wolfe
/s/ Ruth R. McMullin
Ruth R. McMullin
/s/ John R. Purcell
John R. Purcell
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS QTR-4
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<CASH> 230,369 230,369
<SECURITIES> 2,173 2,173
<RECEIVABLES> 288,820 288,820
<ALLOWANCES> 16,830 16,830
<INVENTORY> 312,781 312,781
<CURRENT-ASSETS> 953,966 953,966
<PP&E> 1,007,698 1,007,698
<DEPRECIATION> (464,948) (464,948)
<TOTAL-ASSETS> 2,457,731 2,457,731
<CURRENT-LIABILITIES> 676,538 676,538
<BONDS> 289,504 289,504
<COMMON> 24,165 24,165
0 0
0 0
<OTHER-SE> 890,222 890,222
<TOTAL-LIABILITY-AND-EQUITY> 2,457,731 2,457,731
<SALES> 1,892,686 481,614
<TOTAL-REVENUES> 1,892,686 481,614
<CGS> 913,279 237,359
<TOTAL-COSTS> 913,279 237,359
<OTHER-EXPENSES> 859,640 290,118
<LOSS-PROVISION> 5,707 4,220
<INTEREST-EXPENSE> 41,379 11,970
<INCOME-PRETAX> 116,342<F1> <F1> (48,535)
<INCOME-TAX> 61,162 7,058
<INCOME-CONTINUING> 31,123 (62,076)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 31,123 (62,076)
<EPS-PRIMARY> 0.52 (1.04)
<EPS-DILUTED> 0.52 (1.04)
<FN>
<F1>
Income Before Taxes and Minority Interest
</FN>
</TABLE>
