SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant X
Filed by a Party other than the Registrant ___
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential, for use of the Commission only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Bausch & Lomb Incorporated
(Name of Registrant as Specified in its Charter)
Stephen A. Hellrung
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
Common Stock and Class B Stock
2) Aggregate number of securities to which transaction applies:
55,457,104
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:* N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: $0.00
/_/ Fee paid previously with preliminary materials.
/_/ Check box if any part of this fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
1) Amount previously paid: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing party: N/A
4) Date filed: N/A
*Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
NOTICE OF
ANNUAL MEETING
and
PROXY STATEMENT
1997
BAUSCH & LOMB
One Bausch & Lomb Place
Rochester, New York 14604
<PAGE>
March 21, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 annual meeting of
shareholders to be held in San Antonio, Texas, on Tuesday, April
29, at 10:30 a.m.
In addition to discussing 1996 developments regarding the
Company, shareholders will consider and act upon matters
described in detail in the attached notice of meeting and proxy
statement.
Regardless of your plans for attending in person, your vote is
important and we would appreciate the prompt return of your
signed proxy card in the enclosed envelope.
We hope you will be present at this year's meeting. If you plan
to attend, please so indicate in the space provided on the
enclosed proxy card.
Sincerely,
William H. Waltrip
Chairman
William M. Carpenter
President and
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Bausch & Lomb Incorporated
will be held at the Company's facility at 5335 Castroville Road,
San Antonio, Texas, on Tuesday, April 29, 1997, at 10:30 a.m. for
the following purposes:
1. To elect four directors to the class whose term will expire
in 2000, one director to the class whose term will expire in 1999
and one director to the class whose term will expire in 1998.
2. To ratify the appointment of Price Waterhouse LLP as
independent accountants for 1997.
3. To consider such other business, including shareholder
proposals, as may properly come before the meeting or any
adjournment thereof.
If you wish to attend the meeting but your shares are held in the
name of a broker, trust, bank or other nominee, please bring with
you a proxy or letter from the broker, trustee, bank or nominee
confirming your beneficial ownership of the shares.
Shareholders of record at the close of business on March 14, 1997
are entitled to notice of, and to vote at, the meeting.
Shareholder attendees who are hearing-impaired should identify
themselves on registration at the meeting so they may be directed
to a special section where an interpreter will be available.
Shareholders are requested to sign, date and return the enclosed
proxy card promptly to ensure its arrival in time for the
meeting. If you plan to attend the meeting, please so indicate
in the space provided on the proxy card.
The accompanying envelope will not require postage if mailed in
the United States.
By Order of the Board of Directors
Stephen A. Hellrung, Secretary
March 21, 1997
Rochester, New York
<PAGE> 1
PROXY STATEMENT
Solicitation and Revocation of Proxies
The enclosed proxy is solicited by authority granted by the Board
of Directors of the Company on February 25, 1997. When a proxy
is returned properly signed, the shares represented thereby will
be voted by the proxies in accordance with the shareholder's
directions. If the proxy is signed and returned without choices
having been specified, the shares will be voted for the election
as directors of the persons named herein, for the ratification of
the appointment of Price Waterhouse LLP as independent
accountants for 1997 and against the shareholder proposals
described on pages 28-37. If for any reason any of the nominees
for election as directors shall become unavailable for election,
discretionary authority may be exercised by the proxies to vote
for substitutes proposed by the Board of Directors of the
Company.
A shareholder giving a proxy has the right to revoke it at any
time before it is voted by filing with the Secretary of the
Company a written notice of revocation, or a duly executed later-
dated proxy or by requesting return of the proxy at the annual
meeting of shareholders and voting in person.
Voting Rights
Only record holders of Common and Class B stock at the close of
business on March 14, 1997 are entitled to notice of, and to vote
at, the annual meeting of shareholders. As of March 5, 1997, the
Company had outstanding 55,457,104 shares of voting stock
consisting of 54,711,725 shares of Common stock and 745,379
shares of Class B stock, each entitled to one vote per share at
the annual meeting of shareholders.
If a shareholder is a participant in the Bausch & Lomb Savings
Plus Plan or the Dahlberg Incentive Savings Plan, the proxy
represents the shares held in such Plans as well as shares
registered in the shareholder's name. If a proxy representing
shares in the Bausch & Lomb Plan is not returned, those shares
will be voted by the trustee of the Plan in accordance with the
direction of the majority of shares voted by other participants
in the Plan. If a proxy representing shares in the Dahlberg Plan
is not returned, those shares will be voted by the trustee of the
Plan in the same proportion as those shares for which proxies
have been received.
The approximate date on which the enclosed form of proxy and this
proxy statement are first being sent to shareholders is March 21,
1997.
Board of Directors
The Board of Directors of the Company met seven times in 1996.
Each of the directors attended 75% or more of the aggregate
number of applicable Board and committee meetings held during the
year, except for Mrs. Rice, who attended 72.7% of the aggregate
number of applicable Board and committee meetings.
In 1996, Board members who were not employees of the Company
received an annual retainer of $30,000, one half of which was
paid in Company stock, and a fee of $2,000 for each Board session
(including committee meetings). In addition, Board members who
chair committees and are not employees of the Company receive a
$3,000 annual fee. The Company does not pay director's fees to
directors who are employees of the Company.
Under the 1990 Stock Incentive Plan, each year non-employee
directors also receive non-qualified, fully vested options to
purchase shares of Class B stock of the Company. The number of
options is determined by a fixed formula set forth in the Plan,
and the exercise price of all such options is determined by the
market value of the Company's Common stock on the date of grant.
For fiscal year 1996, each non-employee director was granted
2,721 options for Class B shares.
<PAGE> 2
Committees of the Board
The Board has established four standing committees to assist it
in carrying out its responsibilities: the Executive Committee,
Audit Committee, Committee on Directors and Committee on
Management.
The members of the Executive Committee are Franklin E. Agnew,
William Balderston III, William M. Carpenter, John R. Purcell and
William H. Waltrip (Chair). This Committee met three times in
1996 and, with certain exceptions, possesses all of the authority
of the full Board.
The members of the Audit Committee are Linda Johnson Rice,
Alvin W. Trivelpiece and Kenneth L. Wolfe (Chair). This
Committee, comprised of non-employee directors, has
responsibility for reviewing the scope and results of the
independent accountants' annual examination of the Company's
consolidated financial statements; reviewing the overall adequacy
of internal controls with the Company's internal auditors;
recommending to the Board of Directors the appointment of the
independent accountants; and providing for direct communications
between the Board of Directors and the independent accountants
and internal auditors. The Committee met four times in 1996.
The members of the Committee on Directors are William Balderston
III (Chair), John R. Purcell and Alvin W. Trivelpiece. This
Committee, comprised of non-employee directors, met three times
in 1996 and is responsible for making recommendations to the
Board on all matters relating to directors, including
compensation of directors and composition of the Board of
Directors. It also considers nominees for directors, including
those recommended by shareholders. The Company's By-Laws provide
that shareholder submissions must include sufficient biographical
information concerning the recommended individual, including age,
address, employment history and board memberships, if any.
Shareholder recommendations must be received at the above offices
of the Company no fewer than 90 days prior to the date of the
annual meeting of shareholders to be considered for nomination at
such annual meeting. The By-Laws also provide that any candidate
nominated must submit a signed statement to the Secretary of the
Company that he or she consents to being a nominee and, if
elected, intends to serve as a director. Such statement must be
received by the Secretary of the Company at least 24 hours prior
to the date of the annual meeting of shareholders at which the
election will be conducted.
The members of the Committee on Management are Franklin E. Agnew,
Ruth R. McMullin (Chair) and Kenneth L. Wolfe. This Committee,
comprised of non-employee directors, has general responsibility
for recommending to the Board remuneration for the chief
executive officer and determining the remuneration of other
officers elected by the Board; approval of payments under the
Company's Executive Incentive Compensation Plan; granting options
under and otherwise administering the Company's stock incentive
plans; and approving and administering any other compensation
plans in which officers elected by the Board are eligible to
participate. The Committee also reviews and ensures that a
process is in place to provide continuity and succession of
officers and key employees. The Committee met five times in
1996.
In 1995, the Board of Directors appointed a Committee of
Independent Directors. The Committee was formed to review
certain of the Company's management and control practices. The
Committee members were William Balderston III (Chair), Franklin
E. Agnew, John R. Purcell and Kenneth L. Wolfe. The Committee
completed its review in April 1996 and reported to the Board that
other than matters which led to the restatement of financial
results described in the Company's 1995 Annual Report, the
Committee found no irregularities within the scope of its review.
No evidence was found that any executive officer was aware of the
irregularities that led to the restatement. The Committee,
therefore, has completed its work.
<PAGE> 3
Election of Directors
(Proxy Item 1)
The Board of Directors currently has 11 members and, pursuant to
the Company's By-Laws, is divided into three classes, for which
the terms of office will expire, respectively, on the dates of
the annual meeting of shareholders in 1997, 1998 and 1999. One
class is elected each year to serve for three years.
The directors whose terms expire at the 1997 annual meeting of
shareholders are Franklin E. Agnew, William M. Carpenter,
Domenico De Sole, Jonathan S. Linen, Ruth R. McMullin and
Linda Johnson Rice. In addition, Bradford R. Boss, whose term
would have expired at the 1998 annual meeting, recently retired
from the Board. In accordance with the By-Laws which require
that the three classes of directors be as equal in number as
possible, the Board has recommended that Domenico De Sole be
added to the class of directors whose term expires in 1998, and
that Jonathan S. Linen be added to the class of directors whose
term expires in 1999.
The Board of Directors has accordingly fixed the number of
directors to be elected at the 1997 annual meeting of
shareholders at six. Messrs. Agnew and Carpenter, and Mmes.
McMullin and Rice are nominated to stand for re-election to serve
until the 2000 annual meeting and Messrs. De Sole and Linen are
nominated to stand for re-election to serve until the 1998 and
1999 annual meetings, respectively.
Directors are elected by a plurality of the votes cast by the
holders of the Company's Common and Class B stock at a meeting at
which a quorum of shares is represented. This means that those
nominees receiving the largest number of votes cast are elected,
up to the maximum number of directors to be elected at the
meeting. As a result, any shares not voted (whether by
abstention, broker non-vote or otherwise) have no impact on the
election of directors, except to the extent that the failure to
vote for a particular nominee may result in another nominee
receiving a larger number of votes.
The names of, and certain information with respect to, the
persons nominated for election as directors, as well as those
directors continuing in office, are presented below.
Nominees for Election as Directors - Term Expiring 2000
[Picture of Franklin E. Agnew
Franklin E. Agnew] Director Since: 1982
Age: 62
Stock Owned: 21,234 shares
(includes 16,860 options)
Principal Occupation: Business Consultant.
General Background: Mr. Agnew serves as a business consultant
to private industry. From 1989 until 1990, Mr. Agnew was trustee
in reorganization of Sharon Steel Corporation. From 1971 until
1986, Mr. Agnew was a director of H. J. Heinz Company, a
worldwide provider of processed food products and services, and
from 1973 until 1986 was a group executive with responsibility
for various Heinz affiliates. Mr. Agnew is a director of John
Wiley & Sons, Inc. and The Prudential Insurance Company of
America.
<PAGE> 4
[Picture of William M. Carpenter
William M. Carpenter] Age: 44
Stock Owned: 85,169 shares
(includes 57,401 options
and 23,746 non-vested shares)
Principal Occupation: President and Chief Executive Officer,
Bausch & Lomb Incorporated.
General Background: Mr. Carpenter joined Bausch & Lomb in
March 1995 as executive vice president and global business
manager - eyewear. He was named president and chief operating
officer in December 1995 and chief executive officer in January
1997. From 1991 to 1994 he held several executive positions at
Reckitt & Colman, Inc., the U.S. subsidiary of Reckitt & Colman,
plc, during the last year of which he served as its president and
chief executive officer. From 1977 to 1991, Mr. Carpenter held
several executive positions with Johnson & Johnson's health care
and consumer products businesses.
[Picture of Ruth R. McMullin
Ruth R. McMullin] Director Since: 1987
Age: 55
Stock Owned: 20,099 shares
(includes 13,790 options)
Principal Occupation: Business Consultant and Chairperson,
Eagle-Picher Personal Injury Settlement Trust.
General Background: Mrs. McMullin serves as a business
consultant to private industry and is the chairperson of trustees
and interim executive director of the Eagle-Picher Personal
Injury Settlement Trust. She was a member of the faculty of the
Yale School of Management as a Management Fellow from 1994 to
June 1995. From 1992 to 1994 she was president and chief
executive officer of the Harvard Business School Publishing
Corporation. From 1990 to 1992, Mrs. McMullin was a consultant
to private industry, and from 1991 to 1992 she was also acting
chief executive officer of UNR Industries, Inc. and a member of
that company's chairman's committee. From 1989 to 1990, Mrs.
McMullin was president and chief executive officer of John Wiley
& Sons, Inc., a publishing company. She joined that company as
executive vice president and chief operating officer in 1987.
She is a director of Middlesex Mutual Assurance Company, UNR
Industries, Inc. and Secure Technologies, Inc.
[Picture of Linda Johnson Rice
Linda Johnson Rice] Director Since: 1990
Age: 39
Stock Owned: 16,306 shares
(includes 13,932 options)
Principal Occupation: President and Chief Operating Officer,
Johnson Publishing Company, Inc.
General Background: Mrs. Rice has served since 1987 as president
and chief operating officer of Johnson Publishing Company. In
addition to management of the company, she oversees the editorial
content of Ebony, Jet and Ebony Man magazines. She is also
creative consultant for Fashion Fair Cosmetics, a division of
Johnson Publishing. Mrs. Rice is a director of Kimberly-Clark
Corporation and VIAD Corp.
<PAGE> 5
Nominee for Election as Director - Term Expiring 1998
[Picture of Domenico De Sole
Domenico De Sole] Director Since: 1996
Age: 53
Stock Owned: 226 shares
(includes 0 options)
Principal Occupation: President and Chief Executive Officer,
Gucci Group N.V.
General Background: Mr. De Sole has served since 1995 as
president and chief executive officer of Gucci Group N.V., a
designer, producer and distributor of personal luxury accessories
and apparel. He joined that Company in 1984 as president and
chief executive officer of Gucci America, Inc. and in 1994 was
named chief operating officer of Gucci Group N.V. Mr. De Sole is
an alternate director of Bacardi, Inc.
Nominee for Election as Director - Term Expiring 1999
[Picture of Jonathan S. Linen
Jonathan S. Linen] Director Since: 1996
Age: 53
Stock Owned: 1,228 shares
(includes 0 options)
Principal Occupation: Vice Chairman, American Express Company
General Background: Mr. Linen has served since 1993 as vice
chairman of American Express Company, a diversified worldwide
travel and financial services company. He joined that company in
1969 and held various executive positions before being appointed
president and chief executive officer of Shearson Lehman Brothers
in 1989. In 1992, he was named president and chief operating
officer of American Express Travel Related Services Company, Inc.
Mr. Linen is chairman of the board of trustees of the National
Urban League and is a member of the board of governors of the
American Red Cross.
Directors Continuing in Office - Term Expiring 1998.
[Picture of William Balderston III
William Balderston III] Director Since: 1989
Age: 69
Stock Owned: 17,564 shares
(includes 14,790 options)
Principal Occupation: Retired. Formerly Executive Vice
President, The Chase Manhattan Bank, N.A.
General Background: Mr. Balderston held various executive
positions from 1966 until his retirement in 1993 with The Chase
Manhattan Bank and its predecessor banks. He was elected
president of Chase Lincoln First Bank in 1980, chief executive
officer in 1984 and chairman in 1986. He was named executive
vice president of The Chase Manhattan Bank and vice chairman of
Chase Lincoln First Bank in 1991. Mr. Balderston is a director
of Rochester Gas and Electric Corporation and Home Properties of
New York, Inc.
<PAGE> 6
[Picture of Kenneth L. Wolfe
Kenneth L. Wolfe] Director Since: 1989
Age: 58
Stock Owned: 17,440 shares
(includes 14,790 options)
Principal Occupation: Chairman of the Board and Chief Executive
Officer, Hershey Foods Corporation.
General Background: Mr. Wolfe has served since 1994 as
chairman and chief executive officer of Hershey Foods
Corporation, a food products manufacturing firm. He joined that
firm in 1967 and held various executive positions before being
appointed vice president and chief financial officer in 1981. In
1984, Mr. Wolfe was named senior vice president. From 1985 until
1993, he was president and chief operating officer. Mr. Wolfe is
a director of the Hershey Trust Company and Carpenter Technology
Corporation.
Directors Continuing in Office - Term Expiring 1999
[Picture of John R. Purcell
John R. Purcell] Director Since: 1976
Age: 65
Stock Owned: 30,162 shares
(includes 16,860 options)
Principal Occupation: Chairman and Chief Executive Officer,
Grenadier Associates, Ltd.
General Background: Mr. Purcell has served since 1989 as
chairman and chief executive officer of Grenadier Associates,
Ltd., a venture banking firm. Since 1991, he has also served as
chairman of Donnelley Marketing, Inc., a data-based direct
marketing company. From 1987 until 1990, he served as chairman
of Mindscape, Inc., an educational and entertainment computer
software company. Mr. Purcell served from 1982 until 1986 as
chairman and president of SFN Companies, Inc., a communications
company. Prior to that he served as executive vice president of
CBS, Inc. and as vice president, finance of Gannett Co., Inc. He
is a director of Omnicom Group, Inc., Repap Enterprises Inc. and
Technology Solutions Company.
[Picture of Alvin W. Trivelpiece, Ph.D.
Alvin W. Trivelpiece] Director Since: 1989
Age: 66
Stock Owned: 18,306 shares
(includes 13,932 options)
Principal Occupation: Director, Oak Ridge National Laboratory
and President, Lockheed Martin Energy Research Corporation.
General Background: Dr. Trivelpiece has served since 1989 as
director of the Oak Ridge National Laboratory, a multi-program
science and energy research laboratory managed by Lockheed Martin
Energy Research Corporation for the U.S. Department of Energy.
He was director of the Office of Energy Research for the U.S.
Department of Energy from 1981 to 1987. From 1987 to 1989, he
was the executive officer of the American Association for the
Advancement of Science. He is a member of the National Academy
of Engineering.
<PAGE> 7
[Picture of William H. Waltrip
William H. Waltrip] Director Since: 1985
Age: 59
Stock Owned: 13,607 shares
(includes 11,211 options)
Principal Occupation: Chairman, Bausch & Lomb Incorporated.
General Background: Mr. Waltrip has served since January 1996 as
chairman and from January 1996 to December 1996 as chief
executive officer of Bausch & Lomb. He has served as chairman of
Technology Solutions Company, a systems integration company,
since 1993 and from 1993 until June 1995, he was chief executive
officer of that company. From 1991 to 1993 he was chairman and
chief executive officer of Biggers Brothers, Inc., a food service
distribution company and was a consultant to private industry
from 1988 to 1991. From 1985 to 1988, he served as president and
chief operating officer of IU International Corporation, a
transportation, environmental and distribution company. Earlier,
he had been president, chief executive officer and a director of
Purolator Courier Corporation. He is a director of Recognition
Equipment, Inc., Teachers Insurance and Annuity Association and
Thomas & Betts Corporation.
<PAGE> 8
<TABLE>
Security Ownership of Certain Beneficial
Owners and Management
Beneficial Owners of More than 5% of the Company's
Common Stock
<CAPTION>
Percent of
Name and Address Outstanding
of Beneficial Owners Number of Shares Common Stock
<S> <C> <C>
FMR Corp. 8,058,848<1> 14.71%
82 Devonshire Street
Boston, MA 02109
J.P. Morgan & Co., 4,157,256<2> 7.4%
Incorporated
60 Wall Street
New York, NY 10260
Dodge & Cox Incorporated 3,342,500<3> 6.0%
35th Floor
One Sansome Street
San Francisco, CA 94104
Trimark Financial 3,000,000<4> 5.4%
Corporation
One First Canadian Place
Suite 5600, P.O. Box 487
Toronto, Ontario M5X 1E5
Canada
<FN>
<F1> Shares are as of December 31, 1996 and include 121,886
shares with respect to which there is sole power to vote and
8,058,848 shares with respect to which there is sole power of
disposition.
<F2> Shares are as of December 31, 1996, and include 2,726,334
shares with respect to which there is sole power to vote; 15,070
shares with respect to which there is shared power to vote;
4,053,146 shares with respect to which there is sole power of
disposition; and 48,710 shares with respect to which there is
shared power of disposition.
<F3> Shares are as of February 13, 1997 and include 3,002,250
shares with respect to which there is sole power to vote; 340,250
shares with respect to which there is shared power to vote;
3,342,200 shares with respect to which there is sole power of
disposition; and 300 shares with respect to which there is shared
power of disposition.
<F4> Shares are as of February 5, 1997 and include 3,000,000
shares with respect to which there is sole power to vote and
3,000,000 shares with respect to which there is sole power of
disposition.
</FN>
</TABLE>
Security Ownership of Management
Presented below is information concerning the amount of Company
stock beneficially owned by each director and director nominee,
each non-director officer named in the Summary Compensation Table
appearing on page 19, and all directors and executive officers of
the Company as a group. All numbers stated are as of March 5,
1997, and include beneficial ownership of shares of Common and
Class B stock, which are identical with respect to dividend and
liquidation rights and vote together as a single class for all
purposes.
<PAGE> 9
Except for Class B stock, which is transferable only in
accordance with the terms of the Company's Stock Incentive Plan
under which it was acquired, and except as otherwise indicated,
sole voting and investment power exists with respect to all
shares listed as beneficially owned. No individual named below
beneficially owns more than 1% of the Company's outstanding
voting stock, and the shares beneficially owned by all directors
and executive officers as a group constitute 2.1% of the
Company's outstanding voting stock.
<TABLE>
<CAPTION>
Name of Amount and Nature
Beneficial Owner of Beneficial Ownership
<S> <C>
Franklin E. Agnew 21,234 <1>
William Balderston III 17,564 <2>
William M. Carpenter 85,169 <3>
Domenico De Sole 226
James C. Foster 56,816 <4>
James E. Kanaley 119,846 <5>
Jonathan S. Linen 1,228
Ruth R. McMullin 20,099 <6>
John R. Purcell 30,162 <1>
Linda Johnson Rice 16,306 <7>
Carl E. Sassano 86,933 <8>
Alvin W. Trivelpiece 18,306 <7>
William H. Waltrip 13,607 <9>
Kenneth L. Wolfe 17,440 <2>
All Directors and Officers 1,149,737
as a group (32 persons)
<FN>
<F1> Includes 16,860 shares which may be acquired within 60
days through the exercise of stock options.
<F2> Includes 14,790 shares which may be acquired within 60
days through the exercise of stock options.
<F3> Includes 57,401 shares and 42 shares, respectively,
which may be acquired within 60 days through the exercise of
stock options and acquired under the Savings Plus Plan, and
23,746 shares of restricted stock subject to satisfaction of
certain vesting conditions.
<F4> Includes 36,605 shares which may be acquired within 60
days through the exercise of stock options, and 7,320 shares of
restricted stock subject to satisfaction of certain vesting
conditions.
<F5> Includes 83,210 shares and 3,612 shares, respectively,
which may be acquired within 60 days through the exercise of
stock options and acquired under the Savings Plus Plan, and 8,080
shares of restricted stock subject to satisfaction of certain
vesting conditions.
<F6> Includes 13,790 shares which may be acquired within 60
days through the exercise of stock options.
<F7> Includes 13,932 shares which may be acquired within 60
days through the exercise of stock options.
<F8> Includes 46,370 shares and 3,514 shares, respectively,
which may be acquired within 60 days through the exercise of
stock options and acquired under the Savings Plus Plan, and
13,948 shares of restricted stock subject to satisfaction of
certain vesting conditions.
<F9> Includes 11,211 shares which may be acquired within 60
days through the exercise of stock options.
</FN>
</TABLE>
Section 16(a) Beneficial Ownership Reporting Compliance
The Company's directors and executive officers are required to
file reports with the Securities and Exchange Commission
concerning their ownership of Company stock. Based on the
Company's review of such reports, all reports were filed on a
timely basis and there are no known failures to file by directors
and executive officers during 1996.
<PAGE> 10
Executive Compensation
Report of the Committee on Management
The Committee on Management of the Board of Directors, composed
of three non-employee directors of the Company, is charged with
overseeing executive compensation, the organizational structure
of the Company, and continuity of the organization through
succession planning for senior executive positions in the
Company. The Committee meets at least three times a year and
reviews and approves the design of executive incentive and stock
plans, reviews and approves individual awards for senior officers
of the Company, reviews the planning and progress of any
management changes in the organization, ensures that there is a
process in place for management continuity, and reviews
succession plans for all officer positions and other key
employees. A key function of the Committee on Management is
evaluating and establishing performance criteria for the chief
executive officer. William Waltrip served as interim chief
executive officer for 1996. Therefore, the formal chief
executive officer evaluation process was not carried out. For
1997, the Committee anticipates a performance review consistent
with the framework established by the Committee in 1995 for full-
time chief executive officers.
In 1996, the Committee met five times. In advance of each
meeting, management reviews the agenda with the Committee Chair
and, prior to the meeting, each Committee member receives a
complete briefing book, which details each topic to be considered
by the Committee. The Committee Chair reports to the full Board
of Directors on any key actions and discussion.
Compensation Philosophy and Policy
The Executive Compensation Plan at Bausch & Lomb is designed to
motivate and reward executives responsible for attaining
financial and strategic objectives approved by the Board. The
Plan is also structured to attract and retain the highest caliber
executives.
The Bausch & Lomb program provides a competitive level of total
compensation opportunity and offers incentive and equity
ownership opportunities linked to annual and long-term Company
performance and to shareholder returns.
To maintain a competitive level of compensation, the Company
commissions an independent consulting firm to conduct an annual
survey of executive compensation in a defined group of companies.
The surveyed companies were selected based on the following
criteria: (i) the similarity of their product lines to those of
Bausch & Lomb; (ii) the competitive market for executive talent;
and (iii) the availability of compensation data provided
confidentially to a third party. In 1996, Company management and
the Committee on Management of the Board of Directors agreed to
expand the comparator group for compensation purposes from the
former health care focus to a mix of companies in health care,
consumer and fashion products.
The annual survey compares Bausch & Lomb's total executive
compensation opportunity to the compensation of matched jobs in
the peer group of companies, based on the relative size of the
company or the division which the executive leads. The study
includes base compensation, annual incentives and long-term
incentives, including stock-based compensation. The aggregate
compensation package is targeted to pay at the 50th percentile of
the peer group of companies, if performance criteria are achieved
(i.e., if financial performance and stock appreciation meet
expectations). This represents a change from the former target
of 66th percentile. The relative financial performance of Bausch
& Lomb and its peer group, together with the compensation survey
results, are reviewed by the Committee at least annually.
<PAGE> 11
After considering the survey data, business objectives, and
compensation philosophy and strategy, the Committee determines
targeted levels of base compensation, long- and short-term
incentives, and stock options for the officers of the Company.
In approving salary and incentive payments for individuals other
than the chief executive officer, the Committee also considers
recommendations made by the chief executive officer.
For fiscal years beginning in 1997, the Committee on Management
and the Board of Directors approved a new incentive plan for all
officers and executives (described in greater detail in the
Annual Incentive Awards section below), based on a calculation of
Economic Value Added. The Company does not anticipate that any
officer will receive annual compensation in 1997 in excess of one
million dollars; shareholder approval was therefore not required
to comply with Section 162(m) of the Internal Revenue Code.
Base Pay
Base pay levels and increases for each officer take into
consideration the individual's current performance, experience,
the scope and complexity of his or her position within the
Company and the external competitive marketplace for comparable
positions at peer companies. Base pay for officers is reviewed
twice each year, and generally adjusted annually. In light of
1995 financial performance, which did not meet expectations,
management suggested and the Committee on Management agreed to
forego annual base pay increases for most officers for 1996.
Base pay increases were granted only to those who were promoted
to positions of greater responsibility. In 1996, the Company's
average officer base compensation was below the targeted 50th
percentile of peer group officer base pay.
In December 1995, Mr. Waltrip's base pay for 1996 was set at
$600,000, to reflect his role as interim chairman and chief
executive officer after consideration of competitive pay for
full-time, long-term chief executive officers and interim chief
executive officers.
Annual Incentive Awards
In 1996, under the Company's Executive Incentive Compensation
Program, corporate officers were eligible for annual incentive
awards, based on a combination of corporate, individual and, for
officers with operating or global business unit responsibilities,
operating or global business unit performance. The bonus target
for each officer is expressed as a percentage of base pay,
falling within a range of 32-65%, depending upon the position,
with the chief executive officer at 65%. These incentive targets
are just below the 50th percentile of the peer group. They are
based on a review of competitive bonus targets (also assessed
annually in the survey of peer companies). The minimum payout is
zero, and the maximum payout is 175% of the target payment. Mr.
Waltrip, who served as interim chief executive officer, was not
eligible for participation in the annual incentive plan.
For 1996, under the annual incentive plans, performance goals and
objectives were established at the beginning of the year and
minimum and maximum performance levels were defined. The
incentive plans provide for a significant increase or reduction
in incentive payments depending on whether actual performance
exceeded or failed to meet specified levels. Individual's
objectives included corporate, division or individual goals or
some combination of these. Company goals included the following
criteria and weightings: sales growth, 30%; earnings growth,
30%; return on equity, 30%; and achievement of aggregate long-
term strategic goals of the operating divisions, 10%. For
officers managing operating or global business units, the goals
included sales growth, earnings growth, asset management,
achievement of long-term, strategic goals pertinent to that
business or region and an assessment of management and leadership
of the operating unit or region.
<PAGE> 12
Officers in operating or global business units received bonuses
for 1996 based on the performance of that operating unit or
region. In 1996, the Company's performance did not meet the
specified performance levels under the plans. However, the
Committee exercised its plan discretion for officers whose
bonuses are based on combined business unit and Company
performance, including Messrs. Kanaley, Sassano and Foster, to
award a 25% payout of the corporate component of such bonuses to
reflect the achievement of objectives which will enhance the
long-term growth of the Company.
The Company also has a Supplemental Management Executive
Incentive Plan to enable recognition of unique contributions or
individual performance not recognized in the annual financial
results. For 1996, Mr. Carpenter received a payment under this
supplemental plan using those criteria.
During 1996, management sought to identify a better measure of
financial success than the sales, earnings, and management goals
used in prior years. Bausch & Lomb management and the Board of
Directors evaluated and approved the use of Economic Value Added
("EVA") as a tool for financial planning, measurement of
financial performance, and goal setting for purposes of incentive
compensation.
In general, EVA is defined as net operating profit after taxes,
less a capital charge. The capital charge represents the return
expected by the providers of the firm's capital and is the
weighted average cost of equity and debt capital. The intent of
the EVA Plan is to reward executives based on their ability to
continuously improve the amount of EVA earned on behalf of
shareholders. The EVA measure was selected in the belief that it
closely correlates management's incentive award with shareholder
expectations for financial performance.
The EVA Plan awards incentive compensation to executives based
upon actual performance of the Company, or, for operating units,
the actual performance of that profit center, in achieving
improvement in EVA relative to established EVA targets.
Improvement in EVA occurs when the ratio of: (i) net operating
profit after tax to (ii) capital employed in the business,
increases over time. This establishes a direct link between
incentive compensation and return on capital.
The EVA bonus plan uses a "cumulative bonus bank" feature to
ensure that extraordinary EVA improvements are sustained before
extraordinary bonus awards are paid out.
EVA is a tool that simply, yet effectively, combines the P&L and
balance sheet into one number. EVA aligns business decisions
made throughout the Company with shareholder expectations that
capital will be used effectively.
Long-Term Incentive Awards
The package of long-term incentives offered to officers in 1996
included stock options and stock grants. Consistent with the
overall compensation philosophy, the package of long-term
incentives is targeted at the 50th percentile of peer company
long-term incentive awards.
Stock option awards are determined by reviewing peer group data,
from which competitive multiples of pay are set for each salary
grade. The percentage is multiplied by the salary midpoint and
then divided by the stock price to set the number of options.
The Committee may then vary the award based on factors which may
include Company or individual performance.
In 1995 officers were awarded long-term performance stock grants,
based on targeted, competitive levels of compensation. The
grants were targeted to vest one-third each year if the Company
achieved stock price hurdles of $40, $45 and $50 for 20 of 30
consecutive trading days on the New York Stock Exchange, before
successive December 15ths. The first price hurdle was achieved
during 1995. Further price hurdles were not achieved during
1996.
<PAGE> 13
Supplemental Executive Retirement Plan
An additional key element of total compensation for Messrs.
Carpenter and Kanaley is the Supplemental Executive Retirement
Plan ("SERP") II. Mr. Kanaley has vested under SERP II and Mr.
Carpenter is eligible to vest under SERP II. In 1985, the
Company put this Plan in place, funded by life insurance to
minimize the cost to the Company. This Plan was designed to
provide a competitive retirement benefit (60% replacement ratio)
for senior officers who forfeited accrued retirement benefits by
coming to Bausch & Lomb in mid-career. Mr. Foster participates
in a separate Supplemental Executive Retirement Plan established
by the Company's Charles River Laboratories, Inc. subsidiary,
described on page 27. All other corporate officers participate
in SERP III, described on page 26. Contributions made under SERP
II, SERP III and Charles River SERP Plans do not result in
taxable income to the participants.
Awards Under The Stock Incentive Plan
Under the Company's 1990 Stock Incentive Plan, which was approved
by the shareholders, officers of the Company are eligible to
receive awards of stock options and stock grants, as approved by
the Committee. Guidelines for stock options and stock grants are
based on competitive survey data (as described above) in
combination with an internal assessment of the scope and
complexity of the executive's position. For each officer
position, a target stock award is defined as a multiple of pay
(the target amount for options is below the targeted percentile
for aggregate compensation). That dollar amount is then divided
by the current stock price to determine the number of shares.
The Committee reviews the competitiveness of the target awards
annually.
In 1996, the Committee awarded options within this framework.
The 1996 options will vest over three years. For Mr. Carpenter,
in his role as chief operating officer, in lieu of the stock
option calculation described above, the Committee on Management
elected to award half of the calculated value of options (22,200
options), and a stock grant with a value equal to the other half
(6,000 shares). To recognize Mr. Carpenter's promotion to the
chief executive officer position, effective January 1, 1997, he
was further awarded 50,001 options.
All stock options granted to date are priced at the fair market
value of the underlying stock as of the date of the grant.
Stock grants may be awarded periodically to officers of the
Company. In 1996, stock grants were awarded to officers to
reflect promotions, a hiring package or the Company's desire to
retain key executive talent.
Conclusion
Each element of the officer compensation package is reviewed by
the Committee on Management to ensure that base pay and incentive
opportunities are at competitive levels and to provide incentive
systems reflecting strong financial performance and an alignment
with shareholder interests. In summary, we believe the total
compensation philosophy and compensation program serve the best
interests of the shareholders.
Committee on Management
Ruth R. McMullin, Chair
Franklin E. Agnew
Kenneth L. Wolfe
<PAGE> 14
Compensation Tables
The individuals named in the following tables include the
Company's chief executive officer and the four other most highly
compensated executive officers of the Company as of December 28,
1996.
<TABLE>
Summary Compensation Table
ANNUAL COMPENSATION
<CAPTION>
Other
Name Annual
and Compen-
Principal Salary Bonus sation
Position Year ($) ($) ($) <F1>
_________ ____ ______ _____ ________
<S> <C> <C> <C> <C>
W.H. Waltrip 1996 $600,000 $0 $84,935
Chairman 1995 $32,350 $0 $49,000
and CEO 1994 $0 $0 $48,000
W.M. Carpenter 1996 $400,000 $110,000 $32,665
President and 1995 $272,708 $175,000 $22,089
COO
J. E. Kanaley 1996 $330,000 $114,881 $42,497
Sr. V.P. and 1995 $330,000 $56,760 $26,855
President - 1994 $287,000 $145,294 $31,617
N. American
Vision Care
J.C. Foster 1996 $284,000 $143,065 $48,559
Sr. V.P. and 1995 $252,500 $231,188 $29,747
President and 1994 $215,000 $167,481 $25,635
CEO - Charles
River
Laboratories, Inc.
C. E. Sassano 1996 $282,000 $127,781 $25,163
Exec V.P. and 1995 $282,000 $150,306 $26,602
President - 1994 $259,000 $56,818 $19,595
Bausch & Lomb
Vision Care
</TABLE>
<TABLE>
LONG TERM COMPENSATION
<CAPTION>
AWARDS PAYOUTS
_________________________ ________ _________
Securities
Restricted Underlying All Other
Stock Options/ LTIP Compen-
Award(s) SARs Payouts sation
Year ($) <F2> (#) ($) ($) <F3>
____ ________ _______ ________ __________
(Cash and
Stock)
<S> <C> <C> <C> <C> <C>
W.H. Waltrip
1996 $0 100,000 $0 $0
1995 $0 2,231 $0 $0
1994 $0 2,399 $0 $0
W.M. Carpenter
1996 $395,063 72,201 $0 $0
1995 $356,250 122,201 $122,930 $0
J.E. Kanaley
1996 $0 18,900 $0 $11,603
1995 $41,500 17,490 $423,652 $15,120
1994 $0 4,200 $0 $9,469
J.C. Foster
1996 $0 18,900 $0 $0
1995 $41,500 20,988 $107,564 $0
1994 $0 2,700 $33,367 $0
C.E. Sassano
1996 $182,813 18,900 $0 $12,969
1995 $13,861 13,992 $122,930 $10,165
1994 $78,238 3,510 $0 $8,496
<FN>
<F1> The numbers reported in this column for Mr. Waltrip include
$66,605 Company aircraft travel between his out-of-state
residence and the Company's offices.
<F2> The restricted stock awards reported in this column vest,
dependent upon continued employment, as follows: Mr. Carpenter,
3,333 shares vest in 1997, 8,333 shares vest in 1998 and 6,000
shares vest in 1999; and Mr. Sassano, 2,200 shares vest in 1997
and 5,000 shares vest in 1998. Holders of restricted stock
receive voting rights and dividends on the shares. At December
31, 1996 the aggregate number of shares and corresponding value
of restricted stock owned by the named individuals was as
follows: Mr. Carpenter, 17,666 shares valued at $618,310; Mr.
Kanaley, 8,382 shares valued at $293,370; Mr. Foster, 4,450
shares valued at $155,750; Mr. Sassano, 7,200 shares valued at
$252,000.
<F3> The amounts reported in this column for 1996 consist solely
of the Company's matching contributions under its 401(k) and
401(k) excess plan.
<PAGE> 15
</TABLE>
<TABLE>
OPTION/SAR Grants in Last Fiscal Year
<CAPTION>
Individual Grants
__________________________________________________________
Number of % of
Securities Total
Underlying Options/SARs
Options/ Granted to Exercise
SARs Employees or Base
Granted In Fiscal Price Expiration
Name (#) <F2> Year <F3> ($/Sh)<F4> Date
____ _______ __________ ________ __________
<S> <C> <C> <C> <C>
All
share-
holders
All
optionees 1,253,323 100% $35.8600 During 2006<F5>
Gain to all
optionees
as a percent
of gain to
shareholders
W.H. Waltrip 100,000 8.46% $39.3750 Jan. 18, 2006
Gain to CEO
as a percent
of gain to
shareholders
W.M. Carpenter 22,200 1.88% $35.3750 July 31, 2006
50,001 4.23% $36.5625 Dec. 9, 2006
J.E. Kanaley 18,900 1.60% $35.3750 July 31, 2006
J.C. Foster 18,900 1.60% $35.3750 July 31, 2006
C. E. Sassano 18,900 1.60% $35.3750 July 31, 2006
<FN>
<F2> All options granted to the named executives in 1996 vest
annually in one-third increments. All options granted to the
named executives have attached to them limited Stock Appreciation
Rights, which only become exercisable in the event of a change in
control.
<F3> Based on total number of options granted to employees equal
to 1,253,323.
<F4> With the exception of the exercise price for "all
optionees" which is the average market value for all the options
granted during 1996, the price reflected in this column is equal
to the fair market value at date of grant.
<F5> The expiration date for all optionees is the tenth
anniversary of the date on which the 1996 option was granted.
</FN>
</TABLE>
<TABLE>
Potential Realizable Value at Assumed Annual
Rates of Stock Price Appreciation for Option Term <F1>
<CAPTION>
_____________________________________________________
0% 5%
Stock Dollar Stock Dollar
Name Price Gain Price<F6> Gain
____ _____ _____ ________ ______
<S> <C> <C> <C> <C>
All
share-
holders $35.3750 $0 $57.62 $1,214,577,000<F7>
All
optionees $35.8600 $0 $58.41 $28,262,434
Gain to all
optionees as
a percent
of gain to
shareholders 2.33%
W.H. Waltrip $39.3750 $0 $64.14 $2,476,500
Gain to CEO
as a percent
of gain to
shareholders 0.20%
W.M. Carpenter $35.3750 $0 $57.62 $493,839
$36.5625 $0 $59.56 $1,149,898
J.E. Kanaley $35.3750 $0 $57.62 $420,431
J.C. Foster $35.3750 $0 $57.62 $420,431
C.E. Sassano $35.3750 $0 $57.62 $420,431
<FN>
<F1> There is no assurance that the value realized by an optionee
will be at or near the amount estimated using this model. These
amounts rely on assumed future stock price movements which cannot
be predicted with a reliable degree of accuracy.
<F6> Fair market value of stock at end of actual option term (ten
years), assuming annual compounding at the stated value.
<F7> Total dollar gains based on assumed annual rates of
appreciation and calculated on 54,600,000 outstanding shares.
</FN>
</TABLE>
<TABLE>
Potential Realizable Value at Assumed Annual
Rates of Stock Price Appreciation for Option Term <F1>
<CAPTION>
10%
Stock Dollar
Name Price<F6> Gain
____ ________ _______
<S> <C> <C>
All
share-
holders $91.75 $3,078,075,000<F7>
All
optionees $93.01 $71,627,409
Gain to all
optionees as
a percent
of gain to
shareholders 2.33%
W.M. Waltrip $102.13 $6,275,500
Gain to CEO
as a percent
gain to
shareholders 0.20%
W.M. Carpenter $91.75 $1,251,525
$94.83 $2,913,433
J.E. Kanaley $91.75 $1,065,488
J.C. Foster $91.75 $1,065,488
C. E. Sassano $91.75 $1,065,488
<FN>
<F1> There is no assurance that the value realized by an optionee
will be at or near the amount estimated using this model. These
amounts rely on assumed future stock price movements which cannot
be predicted with a reliable degree of accuracy.
<F6> Fair market value of stock at end of actual option term (ten
years), assuming annual compounding at the stated value.
<F7> Total dollar gains based on assumed annual rates of
appreciation and calculated on 54,600,000 outstanding shares.
</FN>
</TABLE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<CAPTION>
Shares Acquired Value
Name on Exercise (#) Realized($)<F1>
____ _______________ _______________
<S> <C> <C>
W. H. Waltrip 0 $0
W. M. Carpenter 0 $0
J. E. Kanaley 6,450 $131,216
J. C. Foster 0 $0
C. E. Sassano 0 $0
<FN>
<F1> Market Value of Company's Common stock at date of exercise
or year-end, minus the exercise price.
</FN>
</TABLE>
<TABLE>
Aggregated Option/SAR Exercises in Last
Fiscal Year and FY-End Option/SAR Values
<CAPTION>
Number of
Securities Value of
Underlying Unexercised,
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable<F1>
____ _____________ ________________
<S> <C> <C>
W.H. Waltrip 11,211/100,000 $3,839/$0
W.M. Carpenter 40,735/153,667 $6,251/$26,375
J. E. Kanaley 83,210/37,828 $375,448/$12,425
J.C. Foster 36,605/37,567 $13,885/$12,206
C.E. Sassano 46,370/34,288 $30,437/$12,324
<FN>
<F1> Market value of Company's Common stock at date of exercise
or year-end, minus the exercise price.
</FN>
</TABLE>
<PAGE> 16
[Comparison of Five-Year Cumulative Total Shareholder Return
Table]
Graph required by 402(l) of Regulation S-K containing the data
points and data set forth in the chart below.
<TABLE>
Comparison of Five-Year Cumulative Total Shareholder Return<F1>
December 1991 through December 1996
<CAPTION>
S&P Health
Care
Date Bausch & Lomb Composite S&P 500
<S> <C> <C> <C>
December 1991 $100.00 $100.00 $100.00
December 1992 $ 95.47 $ 85.42 $107.61
December 1993 $ 91.36 $ 79.20 $118.41
December 1994 $ 61.90 $ 89.69 $120.01
December 1995 $ 74.28 $141.58 $164.95
December 1996 $ 67.44 $172.87 $202.73
<FN>
<F1> Assumes $100 invested on last day of December 1991.
Dividends are reinvested quarterly.
</FN>
</TABLE>
The Standard & Poor's Health Care Composite Group consists of the
following companies:
Abbott Laboratories
Allergan Incorporated
Alza Corporation
American Home Products Corporation
C. R. Bard, Inc.
Bausch & Lomb Incorporated
Baxter International Inc.
Becton Dickinson and Company
Beverly Enterprises, Inc.
Biomet, Inc.
Boston Scientific Corporation
Bristol-Myers Squibb Company
Columbia/HCA Healthcare
Guidant Corporation
Humana Inc.
Johnson & Johnson
Eli Lilly and Company
Mallinckrodt Group Inc.
Manor Care Inc.
Medtronic, Inc.
Merck & Co., Inc.
Pfizer, Inc.
Pharmacia & Upjohn Inc.
Schering-Plough Corporation
St. Jude Medical, Inc.
Tenet Healthcare Corporation
U.S. Surgical Corporation
United Healthcare Corporation
Warner-Lambert Company
<PAGE> 17
Defined Benefit Retirement Plans
Under the Company's Retirement Benefits Plan, all employees of
the Company and of certain subsidiaries who have reached age 21
and have at least one year of service are participants.
Employees are permitted to make additional contributions as set
forth in the Plan. Monthly benefits paid under the Plan are
based on employee earnings as defined in the Plan, Social
Security Covered Compensation, and credited years of service at
the time of retirement. Noncontributing employees accrue
benefits at the rate of 1.25% of their earnings up to Social
Security Covered Compensation, and contributing employees
additionally accrue a benefit of 1.55% of their earnings over
Social Security Covered Compensation. Benefits vest after five
years of service as defined in the Plan. Benefits for all years
prior to 1996 are based on earnings during the five-year period
1991 through 1995. Assuming continued employment to normal
retirement age, the estimated annual benefits payable upon
retirement at normal retirement age for each of the eligible
individuals named in the Summary Compensation Table are as
follows: Messrs. Carpenter, Kanaley and Sassano, who are
contributing participants, $58,886, $70,872 and $110,490,
respectively.
In addition, the Company maintains a separate Retirement Benefit
Restoration Plan which provides eligible employees additional
retirement benefits which would otherwise be provided under the
Retirement Benefits Plan but are excluded from that Plan by
specific federal regulatory limitations. Mr. Sassano is a vested
participant under this Plan. Assuming continued employment to
normal retirement age, the estimated annual benefits payable to
him from this Plan upon retirement at normal retirement age is
$220,269.
Mr. Foster participates in the Charles River Laboratories, Inc.
Pension Plan, which is similar to the Company's Retirement
Benefits Plan described above, except that employees do not
contribute to the Charles River Plan, and benefits accrue at the
rate of 1.125% of the employee's final five-year average
compensation. Assuming continued employment to normal retirement
age, the estimated annual benefit payable upon retirement to Mr.
Foster is $96,000.
The Company maintains two Supplemental Executive Retirement Plans
("SERP"), under which officers may become eligible for retirement
benefits in addition to those provided under the Company's
Retirement Benefits Plan. In addition, the Company's subsidiary,
Charles River Laboratories, Inc., maintains a separate
Supplemental Executive Retirement Plan, which is discussed below.
No officer is eligible to participate in more than one Company
SERP, and the officers named in the Summary Compensation Table
are each participants in one of the SERPs described below.
Participants who vest under SERP II will receive annual benefits,
payable monthly, in an amount equal to a percentage of their
final average compensation. The percentage used is a function of
age at retirement: 32% at age 55, and up to 60% at age 62. For
SERP III, benefits are based on a rate of 0.5% of final average
compensation for each year of officer service with a limitation
that total retirement benefits payable from this Plan are
restricted to a maximum which, in total with benefits provided by
other Company plans, does not exceed 60% of final average
earnings. A limited retirement benefit also vests upon the
completion of either one or five years of designated service,
depending on the plan, and the plans provide for the payout of
the net present value of all benefits in the event of a change in
control of the Company.
Mr. Kanaley has vested under SERP II and Mr. Sassano has vested
under SERP III. Mr. Carpenter is eligible to vest under SERP II.
The estimated annual benefit payable at normal retirement age for
Mr. Kanaley under SERP II is $417,194, to be offset by any
payment made to him under the Company's Retirement Benefits Plan
described above, and for Mr. Sassano under SERP III is $160,786.
<PAGE> 18
Mr. Foster is fully vested in Supplemental Executive Retirement
Plan maintained by Charles River Laboratories, Inc. This Plan is
funded through insurance policies purchased on the participants'
lives. Annual benefits under this Plan will equal a percentage
of final average compensation, less amounts payable under Charles
River's Pension Plan and an offset for Social Security benefits
received by the participant. The age-based percentages are 46%
at age 59, and up to 55% at age 62 and over. Participants vest
as to 50% of the total benefit after five years of designated
service, with a 10% incremental increase in vesting percentage
for each year thereafter. The estimated annual benefit payable
at normal retirement age under this Plan for Mr. Foster is
$371,000.
Related Transactions, Employment Contracts and Termination of
Employment and Change in Control Arrangements
In connection with Class B shares purchased under the Company's
Stock Incentive Plans, the Company may loan the participant an
amount equal to the full amount of the purchase price of those
shares, in which case the shares are deposited with the Company
as collateral for the loan. The rate of interest on loans to
participants is the lesser of (i) the applicable federal rates
announced monthly by the Internal Revenue Service pursuant to
Section 1274(d) of the Internal Revenue Code of 1986, or (ii) 6%
(if made between July 1, 1975 and June 30, 1981), or 9% (if made
after June 30, 1981). To the extent applicable, the largest
aggregate amount of indebtedness outstanding which exceeded
$60,000 at any time since December 31, 1995 for each of the
individuals named in the preceding compensation tables was as
follows: Mr. Kanaley, $528,951; Mr. Foster, $179,920; and Mr.
Sassano, $193,862 and all executive officers and directors as a
group, $1,967,445. As of March 5, 1997 the outstanding amount of
such indebtedness was as follows: Mr. Kanaley, $484,480; Mr.
Foster, $178,064; and Mr. Sassano, $191,864; and all executive
officers and directors as a group, $1,908,778.
The Company has entered into agreements, for an indefinite term,
with all persons named in the Summary Compensation Table, except
for Mr. Waltrip. Each agreement provides that, in the event of a
change in control (as defined in the agreements) which is
followed within three years by (i) termination of the officer's
employment, (ii) a downgrading of the officer's position, or
(iii) voluntary termination under circumstances specified in the
agreements, the officer will be entitled to: (a) salary and pro
rata bonus then due; and (b) a lump sum separation payment equal
to either two or three times annual base salary and bonus as
determined under the agreements. In 1996 the Company reduced the
benefits to new officers, who now will receive benefits equal to
two times his or her compensation rather than three times his or
her compensation. Each officer will also be entitled to a
continuation of certain benefits and perquisites for up to two or
three additional years as determined under the agreements. These
benefits and perquisites may be reduced by corresponding benefits
or perquisites provided by a subsequent employer during the
period in which they are provided.
Appointment of Independent Accountants
(Proxy Item 2)
The Board of Directors has unanimously approved and voted to
recommend to shareholders that Price Waterhouse LLP be appointed
as independent accountants of the Company for 1997. They have
been independent accountants of the Company since 1927. A
representative of Price Waterhouse LLP plans to be present at the
meeting, will have the opportunity to make a statement and is
expected to be available to respond to questions.
<PAGE> 19
Other Matters
(Proxy Item 3)
1997 Shareholder Proposals
Under the Company's By-Laws, a majority of the votes cast by
holders of the Company's Common and Class B stock at a meeting at
which a quorum of shares is represented is required for passage
of each of the following proposals. Abstentions are counted for
purposes of determining the presence or absence of a quorum.
This has the effect of requiring a higher vote for passage.
Broker non-votes are not counted for purposes of determining the
presence or absence of a quorum and thus have no effect on the
outcome of voting on these proposals. The following proposals
have been submitted by shareholders for consideration and are
expected to be presented at the meeting:
SHAREHOLDER PROPOSAL NUMBER (1)--ENHANCE SHAREHOLDER VALUE, HIRE
INVESTMENT BANKER TO EVALUATE SALE OR MERGER OF COMPANY
Dr. Charles Miller, 23 Park Circle, Great Neck, New York 10024,
beneficial owner of 200 shares of Bausch & Lomb common stock, has
proposed the adoption of the following resolution and has
furnished the following statement in support of his proposal:
RESOLVED, that the shareholders of the Company recommend and deem
it desirable and in their best interest that the board of
directors immediately engage the services of a nationally
recognized investment banker to explore all alternatives to
enhance the value of the Company. These alternatives should
include, but not be limited to, the possible sale, merger or
other transaction involving the Company.
SUPPORTING STATEMENT
In support of the above resolution, the proponent believes that
in view of the unacceptable performance of the Company over the
past five years, the deplorable stock price, and in my opinion,
ineffective management, the board of directors should take
immediate action to engage the services of an investment banker
to explore all alternatives to enhance the value of the Company.
I am a co-founder of the Investors Rights Association of America
and it is my opinion that the value of the Company can be
enhanced if the above resolution is carried out and the
shareholders would at long last be able to salvage meaningful
monetary rewards for their patience and long suffering.
Nell Minow, a highly acclaimed corporate governance specialist,
and principal of the LENS Fund, which specializes in increasing
the value of under-performing companies, has stated:
"Companies can only justify asking investors to take
the risk of investing in equities by delivering a
competitive rate of return on the invested capital.
When a company's management and board cannot meet that
goal, they owe it to their investors to submit
themselves to an independent evaluation by an outside
firm, to insure that all options are objectively
evaluated.
If a company's performance lags over a sustained
period, it is time for the shareholders to send a
message of no confidence to the board, reminding them
that they have to hold management - and themselves - to
a higher standard."
I URGE YOUR SUPPORT. VOTE FOR THIS RESOLUTION.
<PAGE> 20
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE PROPOSAL
The Board of Directors and management of the Company are firmly
committed to increasing shareholder value and are always willing
to consider suggestions for accomplishing this goal. The Board
and management regularly evaluate steps that may be taken to
maximize shareholder value and, to assist them in this process,
the Company periodically retains investment bankers and other
third party advisers.
The Board consists of individuals familiar with the Company's
business and with the industries in which the Company operates.
In an effort to enhance shareholder value, the Company
continually assesses acquisition prospects as well as the
benefits that may be derived from selling existing businesses.
In particular, in 1996 the Company acquired Arnette Optic
Illusions, a U.S. based company marketing sunglasses to the sport
market, and Award plc, a manufacturer of high-water content daily
disposable contact lenses. In addition, in 1996 the Company sold
its dental implant business, Steri-Oss, and its Oral Care
Division, which marketed the Interplak line of products.
In early 1996, the Company also announced a significant
restructuring and cost saving program, the implementation of
which will continue through 1998. As part of the on-going cost
saving program, the Company is continuing to evaluate means to
increase the Company's efficiency through, among other things,
the reduction of fixed costs and a strategic restructuring of the
business. Recently, the Company retained Coopers & Lybrand to
aid management in the restructuring process by providing an
objective, third party assessment of the organizational
structure.
Regardless of the outcome of the vote on the proposal, the Board
has and will continue to consider all reasonable avenues to
increase shareholder value. However, the Board believes that it
is in the best interests of the shareholders to allow the Board
to maintain the flexibility of determining when an evaluation by
an investment bank is appropriate. Therefore, for all the
reasons stated above, the Board urges stockholders to reject the
proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE ADOPTION
OF THE FOREGOING SHAREHOLDER PROPOSAL. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS OTHERWISE
SPECIFY IN THEIR PROXIES.
SHAREHOLDER PROPOSAL NUMBER (2)--ELIMINATE CLASSIFIED BOARD OF
DIRECTORS
Mr. William Steiner, 4 Radcliff Drive, Great Neck, New York
10024, beneficial owner of 800 shares of Bausch & Lomb common
stock, has proposed the adoption of the following resolution and
has furnished the following statement in support of his proposal:
"RESOLVED, that the stockholders of the Company request that the
Board of Directors take the necessary steps, in accordance with
state law, to declassify the Board of Directors so that all
directors are elected annually, such declassification to be
effected in a manner that does not affect the unexpired terms of
directors previously elected."
SUPPORTING STATEMENT
The election of directors is the primary avenue for stockholders
to influence corporate governance policies and to hold management
accountable for implementation of those policies. I believe that
the classification of the Board of Directors, which results in
only a portion of the Board being elected annually, is not in the
best interests of the Company and its stockholders.
<PAGE> 21
The Board of Directors of the Company is divided into three
classes serving staggered three-year terms. I believe that a
Company's classified Board of Directors maintains the incumbency
of the current Board and therefore of current management, which
in turn limits management's accountability to shareholders.
The elimination of the Company's classified board would require
each new director to stand for election annually and allow the
stockholders an opportunity to register their views on the
performance of the Board collectively and each director
individually. I believe that this is one of the best methods
available to the stockholder to insure that the Company will be
managed in a manner that is in the best interests of the
stockholders.
A classified board might also be seen as an impediment to a
potential takeover of the Company's stock at a premium price.
With the inability to replace the majority of the Board at one
annual meeting, an outside suitor might be reluctant to make an
offer in the first place.
I am a founding member of the Investors Rights Association of
America and I believe that the concerns expressed by companies
with classified boards that the annual election of all directors
could leave companies without experienced directors in the event
that all incumbents are voted out by stockholders, are unfounded.
In my view, in the unlikely event that the stockholders vote to
replace all directors, this decision would express stockholder
dissatisfaction with the incumbent directors and reflect the need
for change.
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION.
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE PROPOSAL
At the 1985 annual meeting, the shareholders voted to amend
Paragraph 5 of the Company's Certificate of Incorporation
("Certificate") to provide, among other things, for a Board of
Directors divided into three classes, serving staggered three
year terms. The Board stated in the proxy statement relating to
that meeting its belief that the amendment would reduce the
vulnerability of the Company to certain potentially abusive
takeover tactics and encourage potential acquirors to negotiate
with the Board. The Board also stated its belief that the
amendment assures continuity and stability of the Company's
management and policies, since a majority of the directors at any
given time have prior experience as directors of the Company.
In the opinion of the Board, the above reasons continue to be
valid and the classified Board remains in the best interests of
the shareholders. In fact, over one-half of the S&P 500
corporations currently have classified boards. The classified
board does not preclude unsolicited acquisition proposals but, by
eliminating the threat of imminent removal, puts the incumbent
Board in a position to act to maximize value to all shareholders.
In addition, the Board does not believe that directors elected
for staggered terms are any less accountable to shareholders than
they would be if elected annually, since the same standards of
performance apply regardless of the term of service.
A vote in favor of the proposal is only a recommendation to the
Board. This advisory proposal requires only the affirmative vote
of a majority of the votes cast at the annual meeting by the
holders of shares represented in person or by proxy to pass. An
amendment to the Certificate to eliminate the classified board
would require Board approval and the affirmative vote of 80% of
the shares entitled to vote. For the reasons set forth above,
the Board of Directors is opposed to such an amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE ADOPTION
OF THE FOREGOING SHAREHOLDER PROPOSAL. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS OTHERWISE
SPECIFY IN THEIR PROXIES.
<PAGE> 22
SHAREHOLDER PROPOSAL NUMBER (3)--ELIMINATE FUTURE GOLDEN
PARACHUTE AGREEMENTS
Ms. Shelia Schrank, 85-10 151st Avenue, Howard Beach, New York
11414, beneficial owner of 200 shares of Bausch & Lomb common
stock, has proposed the adoption of the following resolution and
has furnished the following statement in support of her proposal:
"RESOLVED, that the shareholders recommend that the board of
directors adopt a policy against entering into future agreements
with officers and directors of this corporation which provide
compensation contingent on a change of control of the
corporation, unless such compensation agreements are submitted to
a vote of the shareholders and approved by a majority of shares
present and voting on the issue."
SUPPORTING STATEMENT
Lucrative severance contracts awarded to senior corporate
executives which provide compensation contingent on a change of
control, usually through a merger or acquisition of the
corporation, are known as "golden parachutes". These contracts
are awarded without shareholder approval.
The practice of providing these large cash awards to a small
group of senior corporate managers without shareholder approval
has been a subject of public outcry. In 1988, the U.S. Senate in
emphasizing the potential conflict of interest between management
and shareholders created by these agreements voted ninety eight
to one to require shareholder approval of golden parachutes which
exceed three times annual compensation.
Although final action was not taken, it is clear to me that the
overwhelming vote in favor of the measure reflects public
sentiment against golden parachutes. A shareholder vote would
allow the corporation's owners to decide for themselves whether
golden parachutes are in their best interests.
I am a founding member of the Investors Rights Association of
America and it is clear to me that requiring a shareholder vote
is necessary to address the conflicts of interest between
management and shareholders that arise in the awarding of golden
parachutes.
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION.
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE PROPOSAL
The Board of Directors believes that agreements with key
executives which provide a reasonable contingent benefit in the
event of a change of control of the Company that results in the
elimination of the executive's job or that otherwise adversely
affects him or her are consistent with sound corporate governance
and serve the best interest of the shareholders. The Board of
Directors believes that rather than creating a conflict of
interest, such employment agreements help to align the interests
of management and shareholders. By providing financial security
against loss of employment following a change of control, these
arrangements free management to focus on pursuing all
opportunities to increase shareholder value and encourage key
employees to remain with the Company in the face of potential
change in control situations.
The Board of Directors further believes that change of control
employment agreements are necessary and desirable to attract and
retain top management talents. Requiring shareholder approval of
change in control agreements would hamper the Board's flexibility
to act promptly, decisively and with a competitive edge in
attracting and retaining top level management. Under the
proposal, unless the Company were to incur the significant
expense of a special meeting of shareholders, such agreements
could only be entered into once a year after approval at the
annual meeting of shareholders.
<PAGE> 23
For the reasons set forth above, the Board of Directors urges
shareholders to reject this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE ADOPTION
OF THE FOREGOING SHAREHOLDER PROPOSAL. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS OTHERWISE
SPECIFY IN THEIR PROXIES.
SHAREHOLDER PROPOSAL NUMBER (4)-- REVOKE OR CONDUCT SHAREHOLDER
VOTE ON POISON PILL (SHAREHOLDER RIGHTS PLAN)
Mr. Maurice Kizner, 102 Oxford Blvd., Great Neck, New York 11021,
beneficial owner of 100 shares of Bausch & Lomb common stock, has
proposed the adoption of the following resolution and has
furnished the following statement in support of his proposal:
RESOLVED, that the shareholders recommend that our Board of
Directors, at the earliest practical date, redeem or submit to a
binding shareholder vote the corporation's "poison pill" share
purchase rights plan.
SUPPORTING STATEMENT
The board of directors, unilaterally and without shareholder
participation or approval, adopted a share purchase rights plan,
more commonly known as a "poison pill". After carefully
studying this issue, I have come to the conclusion that this Plan
is detrimental to shareholders and should either be dismantled or
put to a binding shareholder vote on its continued use.
From my homework on this issue, I've learned that poison pills
may serve to harm shareholder value and entrench current
management by deterring stock acquisition offers that are not
favored by the board of directors. In my view management's
failure to seek the input and approval of the company's owners on
an action of such critical importance indicates that management
is placing its interests above those of the shareholders.
The Securities and Exchange Commission has stated: "Tender
offers can benefit shareholders by offering them an opportunity
to sell their shares at a premium and by guarding against
management entrenchment. However, because poison pills are
intended to deter non-negotiated tender offers, and because they
have this potential effect without shareholder consent, poison
pill plans can effectively prevent shareholders from even
considering the merits of a takeover that is opposed by the
board." (SEC Release No. 34-23486 [July 31, 1986].)
Beyond the effect of poison pills on specific acquisition offers,
however, I am convinced that the company's adoption of the Plan
significantly reduces management's accountability to
shareholders. Acquisition offers aside, the poison pill may
simply relieve management from the task of striving for maximum
shareholder value.
Again, I strongly feel that adoption of the Plan without
shareholder consent was contrary to the long-term interests of
all shareholders and offensive to the concepts of management
accountability and corporate democracy. I urge you to vote for
this proposal which recommends that the board redeem the Plan or
submit it for shareholder approval.
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE PROPOSAL
As stated above, the Company and its management are firmly
committed to maximizing shareholder value. In June, 1988 the
Board of Directors adopted a shareholder purchase rights plan
(the "Plan") to protect the Company's shareholders against
abusive takeover tactics and to ensure that each shareholder
would be treated fairly. Such shareholder rights plans have been
adopted by over 1,600 companies including over 60% of the S&P
500. The Plan is intended to create an incentive for
<PAGE> 24
a potential acquiror to negotiate in good faith with the Board.
The Plan is not intended to, and will not, preclude unsolicited,
non-abusive offers to acquire the Company at a fair price.
Instead, the Plan is intended to strengthen the ability of the
Board to fulfill its fiduciary responsibilities to the Company's
shareholders because it provides the Board with time to evaluate
the fairness of any unsolicited offer and the credibility of a
bidder and thereby enhances the Board's ability to obtain the
best results for the shareholders.
The Board believes that the adoption and continuing existence of
the Plan is in the best interest of the Company and its
shareholders. The Board believes that redeeming the rights would
remove an important tool that the Board should have in the event
of an unfair or coercive offer for the Company, and that any
decision to redeem the rights should be made in the context of a
specific acquisition proposal.
For the reasons set forth above, the Board of Directors urges
shareholders to reject this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE ADOPTION
OF THE FOREGOING SHAREHOLDER PROPOSAL. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS OTHERWISE
SPECIFY IN THEIR PROXIES.
SHAREHOLDER PROPOSAL NUMBER (5)--MINIMUM SHARE OWNERSHIP
REQUIREMENTS
Mr. Kenneth Steiner, 14 Stoner Avenue, Suite 2-M, Great Neck, New
York 11021, beneficial owner of 300 shares of Bausch & Lomb
common stock, has proposed the adoption of the following
resolution and has furnished the following statement in support
of his proposal:
RESOLVED: That the shareholders recommend that the Board of
Directors take the necessary steps to establish minimum share
ownership requirements for the company's five most highly
compensated executive officers and also establish separate
minimum share ownership requirements for the outside
(independent) board members.
SUPPORTING STATEMENT
A perusal of last year's proxy statement indicates minimal
beneficial ownership of company common stock held outright
(excluding free exercisable options previously granted) by Bausch
& Lomb senior executives (management) and the outside board
members. Over the ensuing year (according to public records of
insider transactions) there has been little, if any, open-market
purchases by these individuals. Either they really know how the
company is being run, are suffering from financial hardship or
have some other reason for avoiding purchasing Bausch & Lomb
stock. Either way this implied lack of confidence is offensive
to those of us who have invested our hard-earned money in the
company's stock. It is clear management and the board must now
be pressured into taking a substantial ownership position.
Many publicly-traded companies have adopted share ownership
requirement levels. Typically these mandate that senior
executives accumulate and then hold company stock valued at
anywhere from three to five times the dollar amount of their
annual base compensation. Exercisable options are not included,
as these incur no downside risk. This policy was wildly
successful at Baxter International, The Travelers, Scott Paper
and Sunbeam Corporation.
Albert J. Dunlap, current Chairman and CEO of Sunbeam (and
lifetime creator of over $6.5 billion of shareholder value) has
stated: "All you need to know about a company when it comes to
its treatment of shareholders is the answer to this question:
Have the CEO, the senior executive team, and the board of
directors made significant investments of their own money in the
company? If they have, the rest of the shareholders can sleep
easier, because everyone's in it together."
<PAGE> 25
The performance of Bausch & Lomb common stock over the past three
and five years periods has been appalling. It has significantly
underperformed both its relative peer group and the S & P 500.
In spite of the dismal failure of management, they have received
substantial cash bonuses, free options, perks and privileges in
every year while shareholder value has diminished. Platitudes
and promises will no longer be acceptable. Both management and
the board must now have real incentive to reward shareholders
with acceptable levels of return. Outside directors should be
required to own company stock equal to five times their annual
retainer. They should then put in place the equivalent (or
similar) ownership guidelines, mentioned above, for senior
management. It will be good for them, good for the company and
most of all good for us, the long-suffering shareholders.
I urge your support. Vote for this proposal.
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE PROPOSAL
The Company encourages ownership of equity interests in the
Company by both its executive officers and directors. The
Company believes, as shown by the table labeled "Security
Ownership of Certain Beneficial Ownership and Management" on
page 11 of this proxy statement, that its senior executives and
directors generally each have a meaningful equity interest in the
Company, or in the case of newer members of senior management,
are building such an equity interest.
The Company has in place guidelines for minimum stock ownership
for its inside directors and senior management and historical
data for the Company's officers shows that such officers have
built a meaningful equity interest in the Company. In addition,
as described in the "Executive Compensation Report of the
Committee on Management", the Company has linked the economic
interests of executive officers with those of shareholders by
making compensation tied to Company performance an important
element in the Company's compensation policy. The Company
believes that the grant of options is a significant form of such
incentive compensation because the worth of such options is tied
directly to future appreciation in the price of Company stock.
The Company is currently in the process of reviewing its
guidelines to ensure it is competitive with our peers. It is
also evaluating implementing minimum ownership requirements for
outside directors. In addition, non-employee directors of the
Company already receive one-half of their annual retainer in
Company stock pursuant to the Annual Retainer Stock Plan for Non-
Employee Directors approved by the shareholders last year. As
stated in the proxy statement for the 1996 annual meeting, this
plan is intended to align the economic interests of the Company's
non-employee directors more closely with those of the
shareholders. The Company's historical data indicates that
directors have generally continued to accumulate shares on a
year-to-year basis and have rarely disposed of shares.
For the reasons set forth above, the Board of Directors urges
shareholders to reject this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE ADOPTION
OF THE FOREGOING SHAREHOLDER PROPOSAL. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS OTHERWISE
SPECIFY IN THEIR PROXIES.
1998 Shareholder Proposals
In order to be eligible for inclusion in the Company's proxy
materials for next year's annual meeting of shareholders, any
shareholder proposal (other than the submission of nominees for
directors) must be received by the Company at its principal
executive offices not later than the close of business on
November 21, 1997.
<PAGE> 26
Other Matters
The Board of Directors does not intend to present, and has not
been informed that any other person intends to present, any
matters for action at this meeting other than those specifically
referred to in this proxy statement. If any other matters
properly come before the meeting, it is intended that the holders
of the proxies will act in respect thereof in accordance with
their best judgment.
The Company has purchased insurance from the Chubb Group,
American International Group, Zurich Insurance and Executive Re
Indemnity Inc. insuring the Company against obligations it might
incur as a result of the indemnification of its directors and
officers for certain liabilities they might incur, and insuring
such directors and officers for additional liabilities against
which they may not be indemnified by the Company. This insurance
was renewed effective January 30, 1997 for a period of one year
at a cost of $736,000.
The cost of solicitation of proxies will be borne by the Company.
In addition to the solicitation of proxies by use of the mails,
some of the officers and regular employees of the Company,
without extra remuneration, may solicit proxies personally or by
telephone, telefax or similar transmission. The Company has
retained Georgeson & Co. to aid in the solicitation of proxies
for shares held of record by banks, brokers and other custodians,
nominees and fiduciaries. The Company will pay Georgeson & Co.
an anticipated fee of $10,000, plus expenses, for these services,
and will also reimburse such record holders for their expenses in
forwarding proxies and proxy soliciting material to the
beneficial owners of the shares held by them.
According to rules of the Securities and Exchange Commission
("SEC"), the information presented in this proxy statement under
the captions "Report of the Committee on Management" and
"Comparison of Five-Year Cumulative Total Shareholder Return"
shall not be deemed to be "soliciting material" or to be filed
with the SEC under the Securities Act of 1933 or the Securities
Exchange Act of 1934, and nothing contained in any previous
filings made by the Company under the aforementioned Acts shall
be interpreted as incorporating by reference the information
presented under the specified captions.
March 21, 1997
<PAGE>
BAUSCH & LOMB INCORPORATED
PROXY CARD
ANNUAL MEETING RESERVATION
Tuesday, April 29, 1997
10:30 a.m.
Bausch & Lomb
5335 Castroville Road
San Antonio, Texas 78227
IF YOU PLAN TO ATTEND THE MEETING, PLEASE MARK THE "ATTEND MEETING"
BOX ON YOUR PROXY CARD BELOW AND FILL OUT AND RETURN THIS FORM WITH
YOUR EXECUTED PROXY. AN IDENTIFICATION CARD WILL BE WAITING FOR YOU
AT THE REGISTRATION DESK ON THE DAY OF THE MEETING.
NAME:
(please print)
ADDRESS:
CITY:
STATE:
ZIP:
The undersigned hereby appoints W. H. Waltrip, W. M. Carpenter and/or
S. A. Hellrung, or any one or all of them with full power of substitution,
attorneys and proxies to represent the undersigned at the annual meeting
of shareholders of the Company to be held on April 29, 1997, and at
any adjournment thereof, with all the power which the undersigned would
possess if personally present, and to vote, as specified on the reverse
side, all shares of stock which the undersigned may be entitled to vote
at said meeting.
/ X / Please mark votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2; AND
"AGAINST" ITEMS 3a, 3b, 3c, 3d AND 3e.
1. ELECTION OF DIRECTORS:
Nominees: FRANKLIN E. AGNEW, WILLIAM M. CARPENTER, RUTH R. MCMULLIN,
LINDA JOHNSON RICE, DOMENICO DE SOLE, JONATHAN S. LINEN
/___/ FOR
/___/ WITHHELD
/___/ ________________________________
For all nominees except as noted above.
2. Ratification of Price Waterhouse LLP as independent accountants for
1997.
/___/ FOR
/___/ AGAINST
/___/ ABSTAIN
3a. Shareholder Proposal Number (1) (Proxy Statement p. 19)
/___/ FOR
/___/ AGAINST
/___/ ABSTAIN
3b. Shareholder Proposal Number (2) (Proxy Statement p.20)
/___/ FOR
/___/ AGAINST
/___/ ABSTAIN
3c. Shareholder Proposal Number (3) (Proxy Statement p.22)
/___/ FOR
/___/ AGAINST
/___/ ABSTAIN
3d. Shareholder Proposal Number (4) (Proxy Statement p. 23)
/___/ FOR
/___/ AGAINST
/___/ ABSTAIN
3e. Shareholder Proposal Number (5) (Proxy Statement p. 24)
/___/ FOR
/___/ AGAINST
/___/ ABSTAIN
The proxies are hereby authorized to vote in accordance with their
judgment in connection with the transaction of such other business, if any,
as may properly come before the meeting.
Mark here if you plan to attend the meeting /___/
Mark here for address change and note below /___/
NAME OF SHAREHOLDER SHOULD BE SIGNED EXACTLY AS IT APPEARS ON THIS PROXY.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.
PLEASE DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE. IF NOT OTHERWISE
MARKED, THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED "FOR" ITEMS
1 AND 2, AND "AGAINST" ITEMS 3a, 3b, 3c, 3d AND 3e.
Signature:
Date:
Signature:
Date:
